**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-K**

(Mark One)

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

**For the fiscal year ended December 31, 2023or**

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

**For the transition period from _____ to _____Commission file number of the issuing entity: 333-261764-02**

**Central Index Key Number of the issuing entity:0001982178**

**Benchmark 2023-V3 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: 0001549574**

**Barclays Capital Real Estate Inc.**

**(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: 0001541294**

**German American Capital Corporation**

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

** **

**Central Index Key Number of the sponsor: 0000927971**

**Bank of Montreal**

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

** **

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

**JPMorgan Chase Bank, NationalAssociation**

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

** **

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

**the issuing entity)** | **38-4258216**

**38-4258217**

**(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          ⌧                                                                                                      Smaller reportingcompany                    o

                                                                                                                                                       Emerging growth company                    o

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

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

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

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

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

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

Not applicable.

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

Not applicable.

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

Not applicable.

**DOCUMENTS INCORPORATED BY REFERENCE**

** **

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

Not applicable.

 

** **

**EXPLANATORY NOTES**

The 12800 Culver Boulevard Mortgage Loan, theOxmoor Center Mortgage Loan and the Select Parking NYC Portfolio Mortgage Loan,which constituted approximately 7.8%, 4.7% and 3.5%, respectively, of the assetpool of the issuing entity as of its cut-off date, are each an asset of theissuing entity and are each part of a loan combination that includes (a) withrespect to the 12800 Culver Boulevard Mortgage Loan, three other *pari passu*loans, which are not assets of the issuing entity, (b) with respect to theOxmoor Center Mortgage Loan, five other *pari passu* loans, which are notassets of the issuing entity and (c) with respect to the Select Parking NYCPortfolio Mortgage Loan, one other *pari passu* loan, which is not anasset of the issuing entity. These loan combinations, including the 12800Culver Boulevard Mortgage Loan, the Oxmoor Center Mortgage Loan and the SelectParking NYC Portfolio Mortgage Loan, are being serviced and administeredpursuant to the Pooling and Servicing Agreement, which is incorporated byreference 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 Scottsdale Fashion Square Mortgage Loan,which constituted approximately 1.0% of the asset pool of the issuing entity asof its cut-off date.  The Scottsdale Fashion Square Mortgage Loan is anasset of the issuing entity and is part of a loan combination that includes theScottsdale Fashion Square Mortgage Loan and nine other *pari passu* loans,which are not assets of the issuing entity. A *pari passu* portion of theloan combination was securitized in the SCOTT Trust 2023-SFS transaction (the “SCOTT2023-SFS Transaction”). This loan combination, including the ScottsdaleFashion Square Mortgage Loan, is being serviced and administered pursuant tothe trust and servicing agreement for the SCOTT 2023-SFS Transaction, which isincorporated by reference as Exhibit 4.2 to this Annual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the Austin Multifamily Portfolio Mortgage Loan,the Green Acres Mortgage Loan and the Harborside 2-3 Mortgage Loan, whichconstituted approximately 3.6%, 2.8% and 2.8%, respectively, of the asset poolof the issuing entity as of its cut-off date.  The Austin MultifamilyPortfolio Mortgage Loan, the Green Acres Mortgage Loan and the Harborside 2-3Mortgage Loan are each an asset of the issuing entity and are each part of aloan combination that includes (a) with respect to the Austin MultifamilyPortfolio Mortgage Loan, one other *pari passu* loan, which is not anasset of the issuing entity, (b) with respect to the Green Acres Mortgage Loan,eighteen other *pari passu* loans, which are not assets of the issuingentity or (c) with respect to the Harborside 2-3 Mortgage Loan, twelve other *paripassu* loans, which are not assets of the issuing entity. The other *paripassu* portion of each loan combination was securitized in the Benchmark2023-V2 Mortgage Trust transaction, Commission File Number 333-262701-03 (the “Benchmark2023-V2 Transaction”). These loan combinations, including the AustinMultifamily Portfolio Mortgage Loan, the Green Acres Mortgage Loan and theHarborside 2-3 Mortgage Loan, are being serviced and administered pursuant tothe pooling and servicing agreement for the Benchmark 2023-V2 Transaction,which is incorporated by reference as Exhibit 4.3 to this Annual Report on Form10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the Miracle Mile Mortgage Loan, whichconstituted approximately 2.1% of the asset pool of the issuing entity as ofits cut-off date.  The Miracle Mile Mortgage Loan is an asset of theissuing entity and is part of a loan combination that includes the Miracle MileMortgage Loan and six other *pari passu* loans, which are not assets ofthe issuing entity. A *pari passu* portion of the loan combination wassecuritized in the MIRA Trust 2023-MILE transaction (the “MIRA 2023-MILETransaction”). This loan combination, including the Miracle Mile MortgageLoan, is being serviced and administered pursuant to the trust and servicingagreement for the MIRA 2023-MILE Transaction, which is incorporated byreference 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 Queens Crossing Mortgage Loan, whichconstituted approximately 2.1% of the asset pool of the issuing entity as ofits cut-off date.  The Queens Crossing Mortgage Loan is an asset of theissuing entity and is part of a loan combination that includes the QueensCrossing Mortgage Loan and two other *pari passu* loans, which are notassets of the issuing entity. A *pari passu* portion of the loancombination was securitized in the BANK5 2023-5YR2 transaction, Commission FileNumber 333-259741-06 (the “BANK5 2023-5YR2 Transaction”). This loancombination, including the Queens Crossing Mortgage Loan, is being serviced andadministered pursuant to the pooling and servicing agreement for the BANK52023-5YR2 Transaction, which is incorporated by reference as Exhibit 4.5 tothis Annual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the Back Bay Office Mortgage Loan and thePlatinum Tower Mortgage Loan, which constituted approximately 4.7% and 0.9%,respectively, of the asset pool of the issuing entity as of its cut-offdate.  The Back Bay Office Mortgage Loan and the Platinum Tower MortgageLoan are each an asset of the issuing entity and are each part of a loancombination that includes (a) with respect to the Back Bay Office MortgageLoan, eleven other *pari passu* loans and two subordinate companion loans,which are not assets of the issuing entity or (b) with respect to the PlatinumTower Mortgage Loan, one other *pari passu* loan, which is not an asset ofthe issuing entity. A *pari passu* portion of each loan combination wassecuritized in the Benchmark 2023-B39 Mortgage Trust transaction, CommissionFile Number 333-262701-04 (the “Benchmark 2023-B39 Transaction”). Theseloan combinations, including the Back Bay Office Mortgage Loan and the PlatinumTower Mortgage Loan, are being serviced and administered pursuant to thepooling and servicing agreement for the Benchmark 2023-B39 Transaction, whichis incorporated by reference 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 theExhibit Index) with respect to the One & Two Commerce Square Mortgage Loan,which constituted approximately 2.3% of the asset pool of the issuing entity asof its cut-off date.  The One & Two Commerce Square Mortgage Loan isan asset of the issuing entity and is part of a loan combination that includesthe One & Two Commerce Square Mortgage Loan and twelve other *pari passu*loans, which are not assets of the issuing entity. This loan combination,including the One & Two Commerce Square Mortgage Loan, was serviced underthe pooling and servicing agreement for the BBCMS Mortgage Trust 2023-C20transaction prior to the closing of the securitization of a *pari passu*portion of the One & Two Commerce Square loan combination in the BANK2023-BNK46 transaction, Commission File Number 333-257991-07 (the “BANK2023-BNK46 Transaction”).  After the closing of the BANK 2023-BNK46Transaction on August 10, 2023, this loan combination, including the One &Two Commerce Square Mortgage Loan was, and will continue to be, serviced andadministered pursuant to the pooling and servicing agreement with respect tothe BANK 2023-BNK46 Transaction, which is incorporated by reference as Exhibit4.7 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 Gateway Center South Mortgage Loan, TheWidener Building Mortgage Loan and the Riverview Tower Mortgage Loan, whichconstituted approximately 5.2%, 2.4% and 1.0%, respectively, of the asset poolof the issuing entity as of its cut-off date.  The Gateway Center SouthMortgage Loan, The Widener Building Mortgage Loan and Riverview Tower MortgageLoan are each an asset of the issuing entity and are each part of a loancombination that includes (a) with respect to the Gateway Center South MortgageLoan, five other *pari passu* loans, which are not assets of the issuingentity, (b) with respect to The Widener Building Mortgage Loan, four other *paripassu* loans, which are not assets of the issuing entity or (c) with respectto the Riverview Tower Mortgage Loan, one other *pari passu* loan, whichis not an asset of the issuing entity. These loan combinations, including theGateway Center South Mortgage Loan, The Widener Building Mortgage Loan and theRiverview Tower Mortgage Loan, were serviced under the Pooling and ServicingAgreement for the issuing entity prior to the closing of the securitization ofa *pari passu* portion of the Gateway Center South loan combination, TheWidener Building loan combination and the Riverview Tower loan combination inthe BMO 2023-5C1 Mortgage Trust transaction, Commission File Number333-255934-06 (the “BMO 2023-5C1 Transaction”).  After the closingof the BMO 2023-5C1 Transaction on August 16, 2023, these loan combinations,including the Gateway Center South Mortgage Loan, The Widener Building MortgageLoan and the Riverview Tower Mortgage Loan were, and will continue to be,serviced and administered pursuant to the pooling and servicing agreement withrespect to the BMO 2023-5C1 Transaction, which is incorporated by reference asExhibit 4.8 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 Heritage Plaza Mortgage Loan, whichconstituted approximately 3.3% of the asset pool of the issuing entity as ofits cut-off date.  The Heritage Plaza Mortgage Loan is an asset of the issuingentity and is part of a loan combination that includes the Heritage PlazaMortgage Loan and eight other *pari passu* loans, which are not assets ofthe issuing entity. This loan combination, including the Heritage PlazaMortgage Loan, was serviced under the pooling and servicing agreement for theBenchmark 2023-V2 Transaction prior to the closing of the securitization of a *paripassu* portion of the Heritage Plaza loan combination in the BANK5 2023-5YR3transaction, Commission File Number 333-261279-04 (the “BANK5 2023-5YR3Transaction”).  After the closing of the BANK5 2023-5YR3 Transactionon September 28, 2023, this loan combination, including the Heritage PlazaMortgage Loan was, and will continue to be, serviced and administered pursuantto the pooling and servicing agreement with respect to the BANK5 2023-5YR3Transaction, which is incorporated by reference as Exhibit 4.9 to this AnnualReport on Form 10-K.

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

Midland Loan Services, a Divisionof PNC Bank, National Association is the master servicer of the mortgage loansserviced under the Pooling and Servicing Agreement and the primary servicer ofthe Back Bay Office Mortgage Loan, the Austin Multifamily Portfolio MortgageLoan, the Green Acres Mortgage Loan, the Harborside 2-3 Mortgage Loan, theMiracle Mile Mortgage Loan, the Queens Crossing Mortgage Loan and the PlatinumTower Mortgage Loan. As a result, Midland Loan Services, a Division of PNCBank, 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 Midland Loan Services, a Division of PNC Bank, NationalAssociation in the capacities described above are listed in the Exhibit Index.

Greystone Servicing Company LLC isthe special servicer of the mortgage loans serviced under the Pooling andServicing Agreement and the Heritage Plaza Mortgage Loan. As a result,Greystone Servicing Company LLC is a “servicer” as defined in Item1108(a)(2)(iii) of Regulation AB, in the capacities described above, because itis servicing mortgage loans that constituted 10% or more of the assets of theissuing entity as of its cut-off date. The assessments of compliance withapplicable servicing criteria, accountants’ attestation reports and servicercompliance statements delivered by Greystone Servicing Company LLC 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 Gateway Center South Mortgage Loan, theBack Bay Office Mortgage Loan, the Austin Multifamily Portfolio Mortgage Loan,the Heritage Plaza Mortgage Loan, the Green Acres Mortgage Loan, the Harborside2-3 Mortgage Loan, The Widener Building Mortgage Loan, the One & TwoCommerce Square Mortgage Loan, the Miracle Mile Mortgage Loan, the QueensCrossing Mortgage Loan, the Scottsdale Fashion Square Mortgage Loan, theRiverview Tower Mortgage Loan and the Platinum Tower Mortgage Loan.  As aresult, Computershare Trust Company, National Association is a servicingfunction participant in the capacities described above, because it is servicingmortgage loans that constituted 5% or more of the assets of the issuing entityas of its cut-off date. The assessments of compliance with applicable servicingcriteria and accountants’ attestation reports delivered by Computershare TrustCompany, National Association in the capacities described above are listed inthe Exhibit Index.

Park Bridge Lender Services LLC isthe operating advisor of the mortgage loans serviced under the Pooling andServicing Agreement, the Back Bay Office Mortgage Loan, the One & TwoCommerce Square Mortgage Loan, the Queens Crossing Mortgage Loan, the MiracleMile Mortgage Loan, the Scottsdale Fashion Square Mortgage Loan and thePlatinum Tower Mortgage Loan.  As a result, Park Bridge Lender ServicesLLC is a servicing function participant in the capacities described above,because it is servicing mortgage loans that constituted 5% or more of the assetsof the issuing entity as of its cut-off date. The assessments of compliancewith applicable servicing criteria and accountants’ attestation reportsdelivered by Park Bridge Lender Services LLC in the capacities described aboveare listed in the Exhibit Index.

KeyBank National Association isthe special servicer of the Miracle Mile Mortgage Loan and the ScottsdaleFashion Square Mortgage Loan and the primary servicer of the Gateway CenterSouth Mortgage Loan, The Widener Building Mortgage Loan and the Riverview TowerMortgage Loan. As a result, KeyBank National Association is a “servicer” asdefined in Item 1108(a)(2)(iii) of Regulation AB, in the capacities describedabove, because it is servicing mortgage loans that constituted 10% or more ofthe assets of the issuing entity as of its cut-off date. The assessments ofcompliance with applicable servicing criteria, accountants’ attestation reportsand servicer compliance statements delivered by KeyBank National Association inthe capacities described above are listed in the Exhibit Index.

3650 REIT Loan Servicing LLC isthe special servicer of the Gateway Center South Mortgage Loan, the AustinMultifamily Portfolio Mortgage Loan, the Green Acres Mortgage Loan, theHarborside 2-3 Mortgage Loan, The Widener Building Mortgage Loan and theRiverview Tower 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 thecapacities described above, because it is servicing mortgage loans that constituted10% or more of the assets of the issuing entity as of its cut-off date. Theassessments of compliance with applicable servicing criteria, accountants’attestation reports and servicer compliance statements delivered by 3650 REITLoan Servicing LLC in the capacities described above are listed in the ExhibitIndex.

BellOak, LLC is the operatingadvisor of the Austin Multifamily Portfolio Mortgage Loan, the Green AcresMortgage Loan and the Harborside 2-3 Mortgage Loan.  As a result, BellOak,LLC is a servicing function participant in the capacities described above,because it is servicing mortgage loans that constituted 5% or more of theassets of the issuing entity as of its cut-off date. The assessments ofcompliance with applicable servicing criteria and accountants’ attestationreports delivered by BellOak, LLC in the capacities described above are listedin the Exhibit Index.

Wells Fargo Bank, NationalAssociation is the primary servicer of the One & Two Commerce SquareMortgage Loan and the Heritage Plaza Mortgage Loan.  These mortgage loansconstitute more than 5%, but less than 10%, of the pool assets of the issuingentity.  Therefore, the Depositor included in this Annual Report on Form10-K an assessment of compliance with applicable servicing criteria for WellsFargo Bank, National Association and an accountants’ attestation reportpursuant to Item 1122 of Regulation AB because Wells Fargo Bank, NationalAssociation is servicing more than 5% of the pool assets.  However, theDepositor is not required to include in this Annual Report on Form 10-K aservicer compliance statement pursuant to Item 1123 of Regulation AB of WellsFargo Bank, National Association because Wells Fargo Bank, National Associationis an unaffiliated servicer servicing less than 10% of pool assets.

Pentalpha Surveillance LLC is theoperating advisor of the Gateway Center South Mortgage Loan, the Heritage PlazaMortgage Loan, The Widener Building Mortgage Loan and the Riverview TowerMortgage Loan.  As a result, Pentalpha Surveillance LLC is a servicingfunction participant in the capacities described above, because it is servicingmortgage loans that constituted 5% or more of the assets of the issuing entityas of its cut-off date. The assessments of compliance with applicable servicingcriteria and accountants’ attestation reports delivered by PentalphaSurveillance LLC in the capacities described above are listed in the ExhibitIndex.

Computershare Trust Company,National Association acts as trustee of the 12800 Culver Boulevard MortgageLoan, the Oxmoor Center Mortgage Loan, the Select Parking NYC PortfolioMortgage Loan, the Austin Multifamily Portfolio Mortgage Loan, the Harborside2-3 Mortgage Loan, the Green Acres Mortgage Loan, the Miracle Mile MortgageLoan, the Queens Crossing Mortgage Loan, the Back Bay Office Mortgage Loan, thePlatinum Tower Mortgage Loan, the Gateway Center South Mortgage Loan, TheWidener Building Mortgage Loan, the Riverview Tower Mortgage Loan and theHeritage Plaza Mortgage Loan.  Pursuant to the Pooling and ServicingAgreement, the pooling and servicing agreement for the Benchmark 2023-V2Transaction, the trust and servicing agreement for the MIRA 2023-MILETransaction, the pooling and servicing agreement for the BANK5 2023-5YR2Transaction, the pooling and servicing agreement for the Benchmark 2023-B39Transaction, the pooling and servicing agreement for the BMO 2023-5C1Transaction and the pooling and servicing agreement for the BANK5 2023-5YR3Transaction, the trustee is required to provide an assessment of compliancewith applicable servicing criteria solely with respect to Item 1122(d)(2)(iii)of Regulation AB (regarding advances of funds or guarantees regardingcollections, cash flows or distributions, and any interest or other fees chargedfor such advances, are made, reviewed and approved as specified in thetransaction agreements). However, during the reporting period, the trustee didnot perform any servicing function with respect to the servicing criteriaspecified in Item 1122(d)(2)(iii) of Regulation AB.  The master serviceror the special servicer, to the extent required, performed the servicingfunction identified with respect to Item 1122(d)(2)(iii) of Regulation AB, andeach such party included Item 1122(d)(2)(iii) of Regulation AB in theassessment of compliance with applicable servicing criteria and accountant’sattestation report for the subject transaction.  As a result, this AnnualReport on Form 10-K does not include an assessment of compliance withapplicable servicing criteria of the trustee. One or more other servicers ofthe 12800 Culver Boulevard Mortgage Loan, the Oxmoor Center Mortgage Loan, theSelect Parking NYC Portfolio Mortgage Loan, , the Austin Multifamily PortfolioMortgage Loan, the Harborside 2-3 Mortgage Loan, the Green Acres Mortgage Loan,the Miracle Mile Mortgage Loan, the Queens Crossing Mortgage Loan, the Back BayOffice Mortgage Loan, the Platinum Tower Mortgage Loan, the Gateway CenterSouth Mortgage Loan, The Widener Building Mortgage Loan, the Riverview TowerMortgage Loan and the Heritage Plaza Mortgage Loan have delivered one or moreassessments of compliance with respect to Item 1122(d)(2)(iii) of RegulationAB.

Wilmington Trust, NationalAssociation acts as trustee of the Scottsdale Fashion Square Mortgage Loan andthe One & Two Commerce Square Mortgage Loan.  Pursuant to the trustand servicing agreement for the SCOTT 2023-SFS Transaction and the pooling andservicing agreement for the BANK 2023-BNK46 Transaction, the trustee isrequired to provide an assessment of compliance with applicable servicingcriteria solely with respect to Item 1122(d)(2)(iii) of Regulation AB(regarding advances of funds or guarantees regarding collections, cash flows ordistributions, and any interest or other fees charged for such advances, aremade, reviewed and approved as specified in the transaction agreements).However, during the reporting period, the trustee did not perform any servicingfunction with respect to the servicing criteria specified in Item 1122(d)(2)(iii)of Regulation AB.  The master servicer or the special servicer, to theextent required, performed the servicing function identified with respect toItem 1122(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 Scottsdale Fashion SquareMortgage Loan and the One & Two Commerce Square Mortgage Loan havedelivered one or more assessments of compliance with respect to Item1122(d)(2)(iii) of Regulation AB.

This Annual Report on Form 10-Kincludes assessments of compliance with applicable servicing criteria andaccountants’ attestation reports from CoreLogic Solutions, LLC.  Thisentity was engaged by the primary servicer of the One & Two Commerce SquareMortgage Loan and the Heritage Plaza 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 the functionsthat an entity performs, this vendor is a “servicer” for the purposes of Item1122 of Regulation AB.  *See* Compliance and DisclosureInterpretations, Section 301.01 (Item 1101(j)).

Theassessments of compliance with applicable servicing criteria, accountants’attestation reports and servicer compliance statements of the certificateadministrator of the Scottsdale Fashion Square Mortgage Loan, the AustinMultifamily Portfolio Mortgage Loan, the Harborside 2-3 Mortgage Loan, theGreen Acres Mortgage Loan, the Miracle Mile Mortgage Loan, the Queens CrossingMortgage Loan, the Back Bay Office Mortgage Loan, the Platinum Tower MortgageLoan, the One & Two Commerce Square Mortgage Loan, the Gateway Center SouthMortgage Loan, The Widener Building Mortgage Loan, the Riverview Tower MortgageLoan and the Heritage Plaza Mortgage Loan are omitted from this Annual Reporton Form 10-K as the certificate administrator pursuant to the related poolingand servicing agreement or trust and servicing agreement does not perform anyactivities that address servicing criteria with respect to the issuing entityand because they are each not a “servicer” that meets the criteria in Item1108(a)(2)(i) through (iii) of Regulation AB.

With respect to the *pari passu*loan combinations that include the Scottsdale Fashion Square Mortgage Loan, theQueens Crossing Mortgage Loan, the One & Two Commerce Square Mortgage Loan,the Heritage Plaza Mortgage Loan, the Back Bay Office Mortgage Loan and thePlatinum Tower Mortgage Loan, (i) the reports on assessment of compliance withservicing criteria and attestation reports on assessment of compliance withservicing criteria of Berkadia Commercial Mortgage LLC as primary servicer ofthe Scottsdale Fashion Square Mortgage Loan, CWCapital Asset Management LLC asspecial servicer of the Queens Crossing Mortgage Loan, Situs Holdings, LLC asspecial servicer of the Back Bay Office Mortgage Loan, K-Star Asset ManagementLLC as special servicer of the Platinum Tower Mortgage Loan and LNR Partners,LLC as special servicer of the One & Two Commerce Square Mortgage Loan,listed on the Exhibit Index are omitted from this Annual Report on Form 10-K asthey are not required to be included on this Annual Report on Form 10-K perInstruction 3 to Item 1122 of Regulation AB because they are parties performingactivities that address servicing criteria relating to 5% or less of the assetsof the issuing entity; and (ii) the servicer compliance statements of BerkadiaCommercial Mortgage LLC as primary servicer of the Scottsdale Fashion SquareMortgage Loan, Wells Fargo Bank, National Association as primary servicer ofthe One & Two Commerce Square Mortgage Loan and the Heritage Plaza MortgageLoan, CWCapital Asset Management LLC as special servicer of the Queens CrossingMortgage Loan, Situs Holdings, LLC as special servicer of the Back Bay OfficeMortgage Loan, K-Star Asset Management LLC as special servicer of the PlatinumTower Mortgage Loan and LNR Partners, LLC as special servicer of the One &Two Commerce Square Mortgage Loan, listed on the Exhibit Index are omitted fromthis Annual Report on Form 10-K as they are not required by Item 1123 ofRegulation AB to be included on this Annual Report on Form 10-K because theyare each an unaffiliated party that is not a “servicer” that meets the criteriain Item 1108(a)(2)(i) through (iii) of Regulation AB.

**PART I**

**Item 1.  Business.**

Omitted.

**Item 1A.  Risk Factors.**

Omitted.

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

None.

**Item 1C.  Cybersecurity.**

Omitted.

**Item 2.  Properties.**

Omitted.

**Item 3.  Legal Proceedings.**

Omitted.

**Item 4.  Mine Safety Disclosures.**

Not applicable.

**PART II**

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

Omitted.

**Item 6.  [Reserved]**

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

Omitted.

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

Omitted.

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

Omitted.

**Item 9.  Changes in and Disagreements 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 Beneficial Ownersand 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 Derivatives Instruments(Financial Information).**

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

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

The registrant knows of no material pending legal proceedinginvolving the trust or any party related to the trust, other than routinelitigation incidental to the duties of those respective parties. 

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

The information regarding this Item has been previouslyprovided in the prospectus of the Registrant relating to the issuing entityfiled on August 3, 2023 pursuant to Rule 424(b)(2).

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

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

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on such assessmentsof compliance with respect to the Scottsdale Fashion Square Mortgage Loan,which is being serviced and administered pursuant to the trust and servicingagreement for the SCOTT 2023-SFS Transaction, are attached hereto under Item 15to this Annual Report on Form 10-K. Attached as Exhibit L to the trust andservicing agreement for the SCOTT 2023-SFS Transaction incorporated byreference as Exhibit 4.2 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the SCOTT2023-SFS Transaction responsible for each applicable servicing criteria setforth 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 Austin Multifamily PortfolioMortgage Loan, the Harborside 2-3 Mortgage Loan and the Green Acres MortgageLoan, which are being serviced and administered pursuant to the pooling andservicing agreement for the Benchmark 2023-V2 Transaction, are attached heretounder Item 15 to this Annual Report on Form 10-K. Attached as Exhibit O to thepooling and servicing agreement for the Benchmark 2023-V2 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 theBenchmark 2023-V2 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 Miracle Mile Mortgage Loan, whichis being serviced and administered pursuant to the trust and servicing agreementfor the MIRA 2023-MILE 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 MIRA 2023-MILE 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 MIRA 2023-MILETransaction 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 Queens Crossing Mortgage Loan,which is being serviced and administered pursuant to the pooling and servicingagreement for the BANK5 2023-5YR2 Transaction, are attached hereto under Item15 to this Annual Report on Form 10-K. Attached as Exhibit Z to the pooling andservicing agreement for the BANK5 2023-5YR2 Transaction incorporated byreference as Exhibit 4.5 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the BANK52023-5YR2 Transaction responsible for each applicable servicing criteria setforth 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 Back Bay Office Mortgage Loan andthe Platinum Tower Mortgage Loan, which are being serviced and administeredpursuant to the pooling and servicing agreement for the Benchmark 2023-B39Transaction, are attached hereto under Item 15 to this Annual Report on Form10-K. Attached as Exhibit O to the pooling and servicing agreement for theBenchmark 2023-B39 Transaction incorporated by reference as Exhibit 4.6 to thisAnnual Report on Form 10-K is a chart identifying the entities participating ina servicing function for the Benchmark 2023-B39 Transaction responsible foreach applicable 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 One & Two Commerce SquareMortgage Loan, which is being serviced and administered pursuant to the poolingand servicing agreement for the BANK 2023-BNK46 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 2023-BNK46 Transactionincorporated by reference as Exhibit 4.7 to this Annual Report on Form 10-K isa chart identifying the entities participating in a servicing function for theBANK 2023-BNK46 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 Gateway Center South MortgageLoan, The Widener Building Mortgage Loan and the Riverview Tower Mortgage Loan,which are being serviced and administered pursuant to the pooling and servicingagreement for the BMO 2023-5C1 Transaction, are attached hereto under Item 15to this Annual Report on Form 10-K. Attached as Exhibit O to the pooling andservicing agreement for the BMO 2023-5C1 Transaction incorporated by referenceas Exhibit 4.8 to this Annual Report on Form 10-K is a chart identifying theentities participating in a servicing function for the BMO 2023-5C1 Transactionresponsible for each applicable 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 Heritage Plaza Mortgage Loan,which is being serviced and administered pursuant to the pooling and servicingagreement for the BANK5 2023-5YR3 Transaction, are attached hereto under Item15 to this Annual Report on Form 10-K. Attached as Exhibit Z to the pooling andservicing agreement for the BANK5 2023-5YR3 Transaction incorporated byreference as Exhibit 4.9 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the BANK52023-5YR3 Transaction responsible for each applicable servicing criteria setforth in Item 1122(d).

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

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

**PART IV**

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

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

(1) Not applicable

(2) Not applicable

(3) See below

 

4.1          Pooling and Servicing Agreement, dated as of July 1,2023, among GS Mortgage Securities Corporation II, as Depositor, Midland LoanServices, a Division of PNC Bank, National Association, as Master Servicer,Greystone Servicing Company LLC, as Special Servicer, Computershare TrustCompany, National Association, as Certificate Administrator and as Trustee, andPark Bridge Lender Services LLC, as Operating Advisor and as AssetRepresentations Reviewer (filed as Exhibit 4.1 to the registrant’s CurrentReport on Form 8-K filed on August 3, 2023 under Commission File No.333-261764-02 and incorporated by reference herein).

4.2          Trust and Servicing Agreement, dated as of March 17,2023, between GS Mortgage Securities Corporation II, as Depositor, BerkadiaCommercial Mortgage LLC, as Servicer, KeyBank National Association, as SpecialServicer, Computershare Trust Company, N.A., as Certificate Administrator andCustodian, Wilmington Trust, National Association, as Trustee, and Park BridgeLender Services LLC, as Operating Advisor (filed as Exhibit 4.7 to theregistrant’s Current Report on Form 8-K filed on August 3, 2023 underCommission File No. 333-261764-02 and incorporated by reference herein).

4.3          Pooling and Servicing Agreement, dated as of May 1, 2023,among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland LoanServices, a Division of PNC Bank, National Association, as Master Servicer,3650 REIT Loan Servicing LLC, as a Special Servicer, BellOak, LLC, as OperatingAdvisor and Asset Representations Reviewer, and Computershare Trust Company,National Association, as Certificate Administrator and Trustee (filed asExhibit 4.3 to the registrant’s Current Report on Form 8-K filed on August 3,2023 under Commission File No. 333-261764-02 and incorporated by referenceherein).

4.4          Trust and Servicing Agreement, dated as of June 21, 2023,between GS Mortgage Securities Corporation II, as Depositor, Midland LoanServices, a Division of PNC Bank, National Association, as Servicer, KeyBankNational Association, as Special Servicer, Computershare Trust Company,National Association, as Trustee, Certificate Administrator and Custodian, andPark Bridge Lender Services LLC, as Operating Advisor (filed as Exhibit 4.5 tothe registrant’s Current Report on Form 8-K filed on August 3, 2023 underCommission File No. 333-261764-02 and incorporated by reference herein).

4.5          Pooling and Servicing Agreement, dated as of July 1,2023, between Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank,National Association, as Master Servicer, CWCapital Asset Management LLC, asSpecial Servicer, Computershare Trust Company, National Association, asCertificate Administrator and as Trustee, and Park Bridge Lender Services LLC,as Operating Advisor and as Asset Representations Reviewer (filed as Exhibit4.6 to the registrant’s Current Report on Form 8-K filed on August 3, 2023under Commission File No. 333-261764-02 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, MidlandLoan Services, a Division of PNC Bank, National Association, as MasterServicer, K-Star Asset Management LLC, as a Special Servicer, Situs Holdings,LLC, as Back Bay Office Whole Loan Special Servicer, Park Bridge LenderServices LLC, as Operating Advisor and Asset Representations Reviewer, andComputershare Trust Company, National Association, as Certificate Administratorand Trustee (filed as Exhibit 4.2 to the registrant’s Current Report on Form8-K filed on August 3, 2023 under Commission File No. 333-261764-02 andincorporated by reference herein).

4.7          Pooling and Servicing Agreement, dated as of August 1, 2023,among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, WellsFargo Bank, National Association, as General Master Servicer, LNR Partners,LLC, as General Special Servicer, National Cooperative Bank, N.A., as Co-opMaster Servicer and as Co-op Special Servicer, Computershare Trust Company,N.A., as Certificate Administrator, Wilmington Trust, National Association, asTrustee, and Park Bridge Lender Services LLC, as Operating Advisor and as AssetRepresentations Reviewer (filed as Exhibit 4.1 to the registrant’s CurrentReport on Form 8-K filed on August 14, 2023 under Commission File No.333-261764-02 and incorporated by reference herein). 

4.8          Pooling and Servicing Agreement, dated as of August 1,2023, among BMO Commercial Mortgage Securities LLC, as Depositor, KeyBankNational Association, as Master Servicer, 3650 REIT Loan Servicing LLC, asSpecial Servicer, Pentalpha Surveillance LLC, as Operating Advisor and AssetRepresentations Reviewer, Computershare Trust Company, National Association, asCertificate Administrator, and Computershare Trust Company, NationalAssociation, as Trustee (filed as Exhibit 4.1 to the registrant’s CurrentReport on Form 8-K filed on August 22, 2023 under Commission File No.333-261764-02 and incorporated by reference herein).

4.9          Pooling and Servicing Agreement, dated as of September 1,2023, between Banc of America Merrill Lynch Commercial Mortgage Inc., asDepositor, Wells Fargo Bank, National Association, as Master Servicer, GreystoneServicing Company LLC, as Special Servicer, Computershare Trust Company,National Association, as Certificate Administrator and as Trustee, andPentalpha Surveillance LLC, as Operating Advisor and as Asset RepresentationsReviewer (filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-Kfiled on October 2, 2023 under Commission File No. 333-261764-02 andincorporated by reference herein). 

4.10        Agreement Between Note Holders, dated as of June 20,2023, by and between Barclays Capital Real Estate Inc., as Initial Note A-1-1Holder, Barclays Capital Real Estate Inc., as Initial Note A-1-2 Holder,Barclays Capital Real Estate Inc., as Initial Note A-1-3 Holder, BarclaysCapital Real Estate Inc., as Initial Note A-1-4 Holder, and Deutsche Bank AG,New York Branch, asInitial Note A-2-1 Holder,Deutsche Bank AG, New York Branch, as Initial Note A-2-2 Holder, andDeutsche Bank AG, New York Branch, as Initial Note A-2-3Holder (filed as Exhibit 4.8 to the registrant’s Current Report on Form 8-Kfiled on August 3, 2023 under Commission File No. 333-261764-02 andincorporated by reference herein).

4.11        Co-Lender Agreement, dated as of July 12, 2023, betweenDBR 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, DBRInvestments Co. Limited, as Note A-4 Holder, DBR Investments Co. Limited, asNote A-5 Holder, DBR Investments Co. Limited, as Note A-6 Holder, Wells FargoBank, National Association, as Note A-7 Holder, and Wells Fargo Bank, NationalAssociation, as Note A-8 Holder (filed as Exhibit 4.9 to the registrant’sCurrent Report on Form 8-K filed on August 3, 2023 under Commission File No.333-261764-02 and incorporated by reference herein).

4.12        Amended and Restated Agreement Between Noteholders, datedas of August 2, 2023, by and between New York Life Insurance Company, asInitial 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 NoteA-3 Holder, Computershare Trust Company, National Association, not in itsindividual capacity but solely as Trustee for the benefit of the Holders ofBenchmark 2023-B39 Mortgage Trust, Commercial Mortgage Pass-ThroughCertificates, Series 2023-B39, and any related Uncertificated VRR InterestOwner, as Initial Note A-4-1 Holder, Zions Bancorporation, N.A., as InitialNote A-4-2 Holder, Deutsche Bank AG, New York Branch, as Initial Note A-4-3Holder, Deutsche Bank AG, New York Branch, as Initial Note A-5-1 Holder,Deutsche Bank AG, New York Branch, as Initial Note A-5-2Holder, Computershare Trust Company, National Association, not in itsindividual capacity but solely as Trustee for the benefit of the Holders ofBANK5 2023-5YR2, Commercial Mortgage Pass-Through Certificates, Series2023-5YR2, and the related VRR Interest Owners, as Initial Note A-6 Holder,Wells Fargo Bank, National Association, as Initial Note A-7-A Holder, WellsFargo Bank, National Association, as Initial Note A-7-B Holder, ComputershareTrust Company, National Association, not in its individual capacity but solelyas Trustee for the benefit of the Holders of Benchmark 2023-B39 Mortgage Trust,Commercial Mortgage Pass-Through Certificates, Series 2023-B39, and any relatedUncertificated VRR Interest Owner, as Initial Note A-8-1 Holder, Goldman SachsBank USA, as Initial Note A-8-2-A Holder, Goldman Sachs Bank USA, as InitialNote A-8-2-B Holder, Goldman Sachs Bank USA, as Initial Note A-8-3 Holder, SMFinance (GoReLux) LLC, as Initial Note B-1 Holder, and SM Finance (GoReLux)LLC, as Initial Note B-2 Holder (filed as Exhibit 4.10 to the registrant’sCurrent Report on Form 8-K filed on August 3, 2023 under Commission File No. 333-261764-02and incorporated by reference herein).

4.13        Agreement Between Note Holders, dated as of May 25, 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 CapitalReal Estate Inc., as Initial Note A-3 Holder, Société Générale FinancialCorporation, as Initial A-4 Holder, Société Générale Financial Corporation, asInitial A-5 Holder, and Société Générale Financial Corporation, as Initial A-6Holder (filed as Exhibit 4.11 to the registrant’s Current Report on Form 8-Kfiled on August 3, 2023 under Commission File No. 333-261764-02 andincorporated by reference herein).

4.14        Co-Lender Agreement, dated as of May 5, 2023, by andbetween Citi Real Estate Funding Inc., as Initial Note A-1 Holder, and CitiReal Estate Funding Inc., as Initial Note A-2 Holder (filed as Exhibit 4.12 tothe registrant’s Current Report on Form 8-K filed on August 3, 2023 underCommission File No. 333-261764-02 and incorporated by reference herein).

4.15        Co-Lender Agreement, dated as of May 25, 2023, by andbetween Bank of Montreal, as Initial Note A-1 Holder, and Bank of Montreal, asInitial Note A-2 Holder (filed as Exhibit 4.13 to the registrant’s CurrentReport on Form 8-K filed on August 3, 2023 under Commission File No.333-261764-02 and incorporated by reference herein).

4.16        Agreement Between Note Holders, dated as of May 25, 2023,by and between Morgan Stanley Bank, N.A., as Initial Note A-1 Holder, MorganStanley Bank, N.A., as Initial Note A-2-1 Holder, Morgan Stanley Bank, N.A., asInitial Note A-2-2 Holder, Morgan Stanley Bank, N.A., as Initial Note A-4Holder), Bank of Montreal, as Initial Note A-3-1 Holder, Bank of Montreal, asInitial Note A-3-2 Holder, Goldman Sachs Bank USA, as Initial Note A-5 Holder,Goldman Sachs Bank USA, as Initial Note A-6 Holder, and Morgan Stanley MortgageCapital Holdings LLC, as Initial Agent (filed as Exhibit 4.14 to theregistrant’s Current Report on Form 8-K filed on August 3, 2023 underCommission File No. 333-261764-02 and incorporated by reference herein).

4.17        Amended and Restated Co-Lender Agreement, dated as ofAugust 1, 2023, by and betweenComputershareTrust Company, National Association, as Trustee, for the benefit of the Holdersof Benchmark 2023-V2 Mortgage Trust, Commercial Mortgage Pass-ThroughCertificates, Series 2023-V2, as Note A-1 Holder, Computershare Trust Company,National Association, as Trustee, for the benefit of the Holders of Benchmark2023-V2 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,Series 2023-V2, as Note A-7 Holder, Citi Real Estate Funding Inc., as NoteA-2-1-A Holder, Citi Real Estate Funding Inc., as Note A-2-1-B Holder, CitiReal Estate Funding Inc., as Note A-4-1 Holder, Citi Real Estate Funding Inc.,as Note A-4-2 Holder, Computershare Trust Company, National Association, asTrustee, for the benefit of the Holders of BMO 2023-C5 Mortgage Trust,Commercial Mortgage Pass-Through Certificates, Series 2023-C5, as Note A-2-2 Holder,Computershare Trust Company, National Association, as Trustee, for the benefitof the Holders of BMO 2023-C5 Mortgage Trust, Commercial Mortgage Pass-ThroughCertificates, Series 2023-C5, as Note A-6-1 Holder, Computershare TrustCompany, National Association, as Trustee, for the benefit of the Holders ofBenchmark 2023-B39, Commercial Mortgage Pass-Through Certificates,Series 2023-B39, as Note A-3 Holder, Bank of Montreal, as Note A-5-1 Holder,Bank of Montreal, as Note A-5-2 Holder, Bank of Montreal, as Note A-6-2 Holder,Bank of Montreal, as Note A-8 Holder, and Bank ofMontreal, as Note A-9 Holder (filed as Exhibit 4.15 to the registrant’s CurrentReport on Form 8-K filed on August 3, 2023 under Commission File No.333-261764-02 and incorporated by reference herein).

4.18        Co-Lender Agreement, dated as of February 13, 2023, byand among Goldman Sachs Bank USA GS, as Initial Note A-1 Holder, Initial NoteA-2 Holder and Initial Note A-3 Holder, Bank of Montreal, as Initial Note A-4Holder, Initial Note A-5 Holder, Initial Note A-6 Holder, Initial Note A-7Holder and Initial Note A-8 Holder, Morgan Stanley Bank, N.A., as Initial NoteA-9 Holder, Initial Note A-10 Holder, Initial Note A-11 Holder and Initial NoteA-12 Holder, and DBR Investments Co. Limited, as Initial Note A-13 Holder,Initial Note A-14 Holder, Initial Note A-15 Holder and Initial Note A-16 Holder(filed as Exhibit 4.16 to the registrant’s Current Report on Form 8-K filed onAugust 3, 2023 under Commission File No. 333-261764-02 and incorporated byreference herein).

4.19        Agreement Between Noteholders, dated as of June 9, 2023,by and among Bank of Montreal, as Initial BMO Note A Holder, and StarwoodMortgage Capital LLC, as Initial SMC Note A Holder (filed as Exhibit 4.17 tothe registrant’s Current Report on Form 8-K filed on August 3, 2023 underCommission File No. 333-261764-02 and incorporated by reference herein).

4.20        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 ofAmerica, N.A., as Initial Note A-2 Holder, Bank of America, N.A., as InitialNote A-3 Holder, Bank of America, N.A., as Initial Note A-4 Holder, BarclaysCapital Real Estate Inc., as Initial Note A-5 Holder, Barclays Capital RealEstate Inc., as Initial Note A-6 Holder, Barclays Capital Real Estate Inc., asInitial Note A-7 Holder, Barclays Capital Real Estate Inc., as Initial Note A-8Holder, 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, andJPMorgan Chase Bank, National Association, as Initial Note A-12 Holder (filedas Exhibit 4.18 to the registrant’s Current Report on Form 8-K filed on August3, 2023 under Commission File No. 333-261764-02 and incorporated by referenceherein).

4.21        Co-Lender Agreement, dated as of June 21, 2023, by and amongGoldman Sachs Bank USA, as Initial Note A-1-S1 Holder, Goldman Sachs Bank USA,as Initial Note A-1-C1 Holder, Goldman Sachs Bank USA, as Initial Note A-1-C2Holder, Morgan Stanley Bank, N.A., as Initial Note A-2-S1 Holder, Bank ofAmerica, N.A., as Initial Note A-3-C1 Holder, Bank of America, N.A., as InitialNote A-3-C2 Holder, and Bank of America, N.A., as Initial Note A-3-C3 Holder(filed as Exhibit 4.19 to the registrant’s Current Report on Form 8-K filed onAugust 3, 2023 under Commission File No. 333-261764-02 and incorporated byreference herein).

4.22        Co-Lender Agreement, dated as of May 5, 2023, by andbetween JPMorgan Chase Bank, National Association, as Initial Note A-1 Holder,JPMorgan Chase Bank, National Association, as Initial Note A-2 Holder, andBarclays Capital Real Estate Inc., as Initial Note A-3 Holder (filed as Exhibit4.20 to the registrant’s Current Report on Form 8-K filed on August 3, 2023under Commission File No. 333-261764-02 and incorporated by reference herein).

4.23        Co-Lender Agreement, dated as of March 3, 2023, by andamong Goldman Sachs Bank USA, as Initial Note A-1-S1 Holder, Goldman Sachs BankUSA, as Initial Note A-1-C1 Holder, Goldman Sachs Bank USA, as Initial NoteA-1-C2 Holder, Goldman Sachs Bank USA, as Initial Note A-1-C3 Holder, GoldmanSachs Bank USA, as Initial Note A-1-C4 Holder, Deutsche Bank AG, New YorkBranch, as Initial Note A-2-S1 Holder, Deutsche Bank AG, New York Branch, asInitial Note A-2-C1 Holder, Deutsche Bank AG, New York Branch, as Initial NoteA-2-C2 Holder, and Deutsche Bank AG, New York Branch, as Initial Note A-2-C3Holder (filed as Exhibit 4.21 to the registrant’s Current Report on Form 8-Kfiled on August 3, 2023 under Commission File No. 333-261764-02 andincorporated by reference herein).

4.24        Co-Lender Agreement, dated as of June 28, 2023, by andbetween Bank of Montreal, as Initial Note A-1 Holder, and Bank of Montreal, asInitial Note A-2 Holder (filed as Exhibit 4.22 to the registrant’s CurrentReport on Form 8-K filed on August 3, 2023 under Commission File No.333-261764-02 and incorporated by reference herein).

4.25        Co-Lender Agreement, dated as of June 30, 2023, by andbetween JPMorgan Chase Bank, National Association, as Initial Note A-1 Holder,and JPMorgan Chase Bank, National Association, as Initial Note A-2 Holder(filed as Exhibit 4.23 to the registrant’s Current Report on Form 8-K filed onAugust 3, 2023 under Commission File No. 333-261764-02 and incorporated byreference 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        Greystone Servicing Company LLC, as SpecialServicer

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

33.4        Computershare Trust Company, National Association,as Custodian

33.5        Park Bridge Lender Services LLC, as OperatingAdvisor

33.6        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 12800 Culver BoulevardMortgage Loan (see Exhibit 33.1)

33.7        Greystone Servicing Company LLC, as SpecialServicer of the 12800 Culver Boulevard Mortgage Loan (see Exhibit 33.2)

33.8        Computershare Trust Company, National Association, as Trustee of the 12800Culver Boulevard Mortgage Loan (Omitted. See Explanatory Notes.)

33.9        Computershare Trust Company, National Association,as Custodian of the 12800 Culver Boulevard Mortgage Loan (see Exhibit 33.4)

33.10      Park Bridge Lender Services LLC, as OperatingAdvisor of the 12800 Culver Boulevard Mortgage Loan (see Exhibit 33.5)

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

33.12      Greystone Servicing Company LLC, as SpecialServicer of the Oxmoor Center Mortgage Loan (see Exhibit 33.2)

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

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

33.15      Park Bridge Lender Services LLC, as OperatingAdvisor of the Oxmoor Center Mortgage Loan (see Exhibit 33.5)

33.16      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Select Parking NYC PortfolioMortgage Loan (see Exhibit 33.1)

33.17      Greystone Servicing Company LLC, as SpecialServicer of the Select Parking NYC Portfolio Mortgage Loan (see Exhibit 33.2)

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

33.19      Computershare Trust Company, National Association,as Custodian of the Select Parking NYC Portfolio Mortgage Loan (see Exhibit33.4)

33.20      Park Bridge Lender Services LLC, as OperatingAdvisor of the Select Parking NYC Portfolio Mortgage Loan (see Exhibit 33.5)

33.21      Berkadia Commercial Mortgage LLC, as Primary Servicer of the Scottsdale FashionSquare Mortgage Loan (Omitted. See Explanatory Notes.) 

33.22      KeyBank National Association, as Special Servicerof the Scottsdale Fashion Square Mortgage Loan

33.23      Wilmington Trust, National Association, as Trustee of the Scottsdale Fashion SquareMortgage Loan (Omitted. See Explanatory Notes.)

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

33.25      Park Bridge Lender Services LLC, as OperatingAdvisor of the Scottsdale Fashion Square Mortgage Loan (see Exhibit 33.5)

33.26      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Austin Multifamily PortfolioMortgage Loan (see Exhibit 33.1)

33.27      3650 REIT Loan Servicing LLC, as Special Servicerof the Austin Multifamily Portfolio Mortgage Loan

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

33.29      Computershare Trust Company, National Association,as Custodian of the Austin Multifamily Portfolio Mortgage Loan (see Exhibit33.4)

33.30      BellOak, LLC, as Operating Advisor of the AustinMultifamily Portfolio Mortgage Loan

33.31      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Green Acres Mortgage Loan (seeExhibit 33.1)

33.32      3650 REIT Loan Servicing LLC, as Special Servicerof the Green Acres Mortgage Loan (see Exhibit 33.27)

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

33.34      Computershare Trust Company, National Association,as Custodian of the Green Acres Mortgage Loan (see Exhibit 33.4)

33.35      BellOak, LLC, as Operating Advisor of the GreenAcres Mortgage Loan (see Exhibit 33.30)

33.36      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Harborside 2-3 Mortgage Loan(see Exhibit 33.1)

33.37      3650 REIT Loan Servicing LLC, as Special Servicerof the Harborside 2-3 Mortgage Loan (see Exhibit 33.27)

33.38      Computershare Trust Company, National Association, as Trustee of the Harborside2-3 Mortgage Loan (Omitted. See Explanatory Notes.)

33.39      Computershare Trust Company, National Association,as Custodian of the Harborside 2-3 Mortgage Loan (see Exhibit 33.4)

33.40      BellOak, LLC, as Operating Advisor of theHarborside 2-3 Mortgage Loan (see Exhibit 33.30)

33.41      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Miracle Mile Mortgage Loan(see Exhibit 33.1)

33.42      KeyBank National Association, as Special Servicerof the Miracle Mile Mortgage Loan (see Exhibit 33.22)

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

33.44      Computershare Trust Company, National Association,as Custodian of the Miracle Mile Mortgage Loan (see Exhibit 33.4)

33.45      Park Bridge Lender Services LLC, as OperatingAdvisor of the Miracle Mile Mortgage Loan (see Exhibit 33.5)

33.46       Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Queens Crossing Mortgage Loan(see Exhibit 33.1)

33.47      CWCapital Asset Management LLC, as Special Servicer of the Queens CrossingMortgage Loan (Omitted. See Explanatory Notes.)

33.48      Computershare Trust Company, National Association, as Trustee of the QueensCrossing Mortgage Loan (Omitted. See ExplanatoryNotes.)

33.49      Computershare Trust Company, National Association,as Custodian of the Queens Crossing Mortgage Loan (see Exhibit 33.4)

33.50      Park Bridge Lender Services LLC, as OperatingAdvisor of the Queens Crossing Mortgage Loan (see Exhibit 33.5)

33.51      Midland Loan Services, a Division of PNC Bank, NationalAssociation, as Primary Servicer of the Back Bay Office Mortgage Loan (seeExhibit 33.1)

33.52      Situs Holdings, LLC, as Special Servicer of the Back Bay Office Mortgage Loan(Omitted. See Explanatory Notes.)

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

33.54      Computershare Trust Company, National Association,as Custodian of the Back Bay Office Mortgage Loan (see Exhibit 33.4)

33.55      Park Bridge Lender Services LLC, as OperatingAdvisor of the Back Bay Office Mortgage Loan (see Exhibit 33.5)

33.56      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Platinum Tower Mortgage Loan(see Exhibit 33.1)

33.57      K-Star Asset Management LLC, as Special Servicer of the Platinum Tower MortgageLoan (Omitted. See Explanatory Notes.)

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

33.59      Computershare Trust Company, National Association,as Custodian of the Platinum Tower Mortgage Loan (see Exhibit 33.4)

33.60      Park Bridge Lender Services LLC, as OperatingAdvisor of the Platinum Tower Mortgage Loan (see Exhibit 33.5)

33.61      Wells Fargo Bank, National Association, as PrimaryServicer of the One & Two Commerce Square Mortgage Loan

33.62      LNR Partners, LLC, as Special Servicer of the One & Two Commerce SquareMortgage Loan (Omitted. See Explanatory Notes.)

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

33.64      Computershare Trust Company, National Association,as Custodian of the One & Two Commerce Square Mortgage Loan (see Exhibit33.4)

33.65      Park Bridge Lender Services LLC, as OperatingAdvisor of the One & Two Commerce Square Mortgage Loan (see Exhibit 33.5)

33.66      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the One & Two Commerce Square Mortgage Loan

33.67      KeyBank National Association, as Primary Servicerof the Gateway Center South Mortgage Loan (see Exhibit 33.22)

33.68      3650 REIT Loan Servicing LLC, as Special Servicerof the Gateway Center South Mortgage Loan (see Exhibit 33.27)

33.69      Computershare Trust Company, National Association, as Trustee of the GatewayCenter South Mortgage Loan (Omitted. See Explanatory Notes.)

33.70      Computershare Trust Company, National Association,as Custodian of the Gateway Center South Mortgage Loan (see Exhibit 33.4)

33.71      Pentalpha Surveillance LLC, as Operating Advisorof the Gateway Center South Mortgage Loan

33.72      KeyBank National Association, as Primary Servicerof The Widener Building Mortgage Loan (see Exhibit 33.22)

33.73      3650 REIT Loan Servicing LLC, as Special Servicerof The Widener Building Mortgage Loan (see Exhibit 33.27)

33.74      Computershare Trust Company, National Association, as Trustee of The WidenerBuilding Mortgage Loan (Omitted. See Explanatory Notes.) 

33.75      Computershare Trust Company, National Association,as Custodian of The Widener Building Mortgage Loan (see Exhibit 33.4)

33.76      Pentalpha Surveillance LLC, as Operating Advisorof The Widener Building Mortgage Loan (see Exhibit 33.71)

33.77      KeyBank National Association, as Primary Servicerof the Riverview Tower Mortgage Loan (see Exhibit 33.22)

33.78      3650 REIT Loan Servicing LLC, as Special Servicerof the Riverview Tower Mortgage Loan (see Exhibit 33.27)

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

33.80      Computershare Trust Company, National Association,as Custodian of the Riverview Tower Mortgage Loan (see Exhibit 33.4)

33.81      Pentalpha Surveillance LLC, as Operating Advisorof the Riverview Tower Mortgage Loan (see Exhibit 33.71)

33.82      Wells Fargo Bank, National Association, as PrimaryServicer of the Heritage Plaza Mortgage Loan (see Exhibit 33.61)

33.83      Greystone Servicing Company LLC, as SpecialServicer of the Heritage Plaza Mortgage Loan (see Exhibit 33.2)

33.84       ComputershareTrust Company, National Association, as Trustee of the Heritage Plaza MortgageLoan (Omitted. See Explanatory Notes.)

33.85      Computershare Trust Company, National Association,as Custodian of the Heritage Plaza Mortgage Loan (see Exhibit 33.4)

33.86      Pentalpha Surveillance LLC, as Operating Advisorof the Heritage Plaza Mortgage Loan (see Exhibit 33.71)

33.87      CoreLogic Solutions, LLC, as Servicing Function Participantof the Heritage Plaza Mortgage Loan (see Exhibit 33.66)

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        Greystone Servicing Company LLC, as SpecialServicer

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

34.4        Computershare Trust Company, National Association,as Custodian

34.5        Park Bridge Lender Services LLC, as OperatingAdvisor

34.6        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 12800 Culver BoulevardMortgage Loan (see Exhibit 34.1)

34.7        Greystone Servicing Company LLC, as SpecialServicer of the 12800 Culver Boulevard Mortgage Loan (see Exhibit 34.2)

34.8        Computershare Trust Company, National Association, as Trustee of the 12800Culver Boulevard Mortgage Loan (Omitted. See Explanatory Notes.)

34.9        Computershare Trust Company, National Association,as Custodian of the 12800 Culver Boulevard Mortgage Loan (see Exhibit 34.4)

34.10      Park Bridge Lender Services LLC, as OperatingAdvisor of the 12800 Culver Boulevard Mortgage Loan (see Exhibit 34.5)

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

34.12      Greystone Servicing Company LLC, as SpecialServicer of the Oxmoor Center Mortgage Loan (see Exhibit 34.2)

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

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

34.15      Park Bridge Lender Services LLC, as OperatingAdvisor of the Oxmoor Center Mortgage Loan (see Exhibit 34.5)

34.16      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Select Parking NYC PortfolioMortgage Loan (see Exhibit 34.1)

34.17      Greystone Servicing Company LLC, as SpecialServicer of the Select Parking NYC Portfolio Mortgage Loan (see Exhibit 34.2)

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

34.19      Computershare Trust Company, National Association,as Custodian of the Select Parking NYC Portfolio Mortgage Loan (see Exhibit34.4)

34.20      Park Bridge Lender Services LLC, as OperatingAdvisor of the Select Parking NYC Portfolio Mortgage Loan (see Exhibit 34.5)

34.21      Berkadia Commercial Mortgage LLC, as Primary Servicer of the Scottsdale FashionSquare Mortgage Loan (Omitted. See Explanatory Notes.) 

34.22      KeyBank National Association, as Special Servicerof the Scottsdale Fashion Square Mortgage Loan

34.23      Wilmington Trust, National Association, as Trustee of the Scottsdale FashionSquare Mortgage Loan (Omitted. See Explanatory Notes.)

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

34.25      Park Bridge Lender Services LLC, as Operating Advisorof the Scottsdale Fashion Square Mortgage Loan (see Exhibit 34.5)

34.26      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Austin Multifamily PortfolioMortgage Loan (see Exhibit 34.1)

34.27      3650 REIT Loan Servicing LLC, as Special Servicerof the Austin Multifamily Portfolio Mortgage Loan

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

34.29      Computershare Trust Company, National Association,as Custodian of the Austin Multifamily Portfolio Mortgage Loan (see Exhibit34.4)

34.30      BellOak, LLC, as Operating Advisor of the AustinMultifamily Portfolio Mortgage Loan

34.31      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Green Acres Mortgage Loan (seeExhibit 34.1)

34.32      3650 REIT Loan Servicing LLC, as Special Servicerof the Green Acres Mortgage Loan (see Exhibit 34.27)

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

34.34      Computershare Trust Company, National Association,as Custodian of the Green Acres Mortgage Loan (see Exhibit 34.4)

34.35      BellOak, LLC, as Operating Advisor of the GreenAcres Mortgage Loan (see Exhibit 34.30)

34.36      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Harborside 2-3 Mortgage Loan(see Exhibit 34.1)

34.37      3650 REIT Loan Servicing LLC, as Special Servicerof the Harborside 2-3 Mortgage Loan (see Exhibit 34.27)

34.38      Computershare Trust Company, National Association, as Trustee of the Harborside2-3 Mortgage Loan (Omitted. See Explanatory Notes.)

34.39      Computershare Trust Company, National Association,as Custodian of the Harborside 2-3 Mortgage Loan (see Exhibit 34.4)

34.40      BellOak, LLC, as Operating Advisor of theHarborside 2-3 Mortgage Loan (see Exhibit 34.30)

34.41      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Miracle Mile Mortgage Loan(see Exhibit 34.1)

34.42      KeyBank National Association, as Special Servicerof the Miracle Mile Mortgage Loan (see Exhibit 34.22)

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

34.44      Computershare Trust Company, National Association,as Custodian of the Miracle Mile Mortgage Loan (see Exhibit 34.4)

34.45      Park Bridge Lender Services LLC, as OperatingAdvisor of the Miracle Mile Mortgage Loan (see Exhibit 34.5)

34.46      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Queens Crossing Mortgage Loan(see Exhibit 34.1)

34.47      CWCapital Asset Management LLC, as Special Servicer of the Queens CrossingMortgage Loan (Omitted. See Explanatory Notes.)

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

34.49      Computershare Trust Company, National Association,as Custodian of the Queens Crossing Mortgage Loan (see Exhibit 34.4)

34.50      Park Bridge Lender Services LLC, as OperatingAdvisor of the Queens Crossing Mortgage Loan (see Exhibit 34.5)

34.51      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Back Bay Office Mortgage Loan(see Exhibit 34.1)

34.52      Situs Holdings, LLC, as Special Servicer of the Back Bay Office Mortgage Loan(Omitted. See Explanatory Notes.)

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

34.54      Computershare Trust Company, National Association,as Custodian of the Back Bay Office Mortgage Loan (see Exhibit 34.4)

34.55      Park Bridge Lender Services LLC, as OperatingAdvisor of the Back Bay Office Mortgage Loan (see Exhibit 34.5)

34.56      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Platinum Tower Mortgage Loan(see Exhibit 34.1)

34.57      K-Star Asset Management LLC, as Special Servicer of the Platinum Tower MortgageLoan (Omitted. See Explanatory Notes.)

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

34.59      Computershare Trust Company, National Association,as Custodian of the Platinum Tower Mortgage Loan (see Exhibit 34.4)

34.60      Park Bridge Lender Services LLC, as OperatingAdvisor of the Platinum Tower Mortgage Loan (see Exhibit 34.5)

34.61      Wells Fargo Bank, National Association, as PrimaryServicer of the One & Two Commerce Square Mortgage Loan

34.62      LNR Partners, LLC, as Special Servicer of the One & Two Commerce SquareMortgage Loan (Omitted. See Explanatory Notes.)

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

34.64      Computershare Trust Company, National Association,as Custodian of the One & Two Commerce Square Mortgage Loan (see Exhibit34.4)

34.65      Park Bridge Lender Services LLC, as OperatingAdvisor of the One & Two Commerce Square Mortgage Loan (see Exhibit 34.5)

34.66      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the One & Two Commerce Square Mortgage Loan

34.67      KeyBank National Association, as Primary Servicerof the Gateway Center South Mortgage Loan (see Exhibit 34.22)

34.68      3650 REIT Loan Servicing LLC, as Special Servicerof the Gateway Center South Mortgage Loan (see Exhibit 34.27)

34.69      Computershare Trust Company, National Association, as Trustee of the GatewayCenter South Mortgage Loan (Omitted. See Explanatory Notes.)

34.70      Computershare Trust Company, National Association,as Custodian of the Gateway Center South Mortgage Loan (see Exhibit 34.4)

34.71      Pentalpha Surveillance LLC, as Operating Advisorof the Gateway Center South Mortgage Loan

34.72      KeyBank National Association, as Primary Servicerof The Widener Building Mortgage Loan (see Exhibit 34.22)

34.73      3650 REIT Loan Servicing LLC, as Special Servicerof The Widener Building Mortgage Loan (see Exhibit 34.27)

34.74      Computershare Trust Company, National Association, as Trustee of The WidenerBuilding Mortgage Loan (Omitted. See Explanatory Notes.) 

34.75      Computershare Trust Company, National Association,as Custodian of The Widener Building Mortgage Loan (see Exhibit 34.4)

34.76      Pentalpha Surveillance LLC, as Operating Advisorof The Widener Building Mortgage Loan (see Exhibit 34.71)

34.77      KeyBank National Association, as Primary Servicerof the Riverview Tower Mortgage Loan (see Exhibit 34.22)

34.78      3650 REIT Loan Servicing LLC, as Special Servicerof the Riverview Tower Mortgage Loan (see Exhibit 34.27)

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

34.80      Computershare Trust Company, National Association,as Custodian of the Riverview Tower Mortgage Loan (see Exhibit 34.4)

34.81      Pentalpha Surveillance LLC, as Operating Advisorof the Riverview Tower Mortgage Loan (see Exhibit 34.71)

34.82      Wells Fargo Bank, National Association, as PrimaryServicer of the Heritage Plaza Mortgage Loan (see Exhibit 34.61)

34.83      Greystone Servicing Company LLC, as SpecialServicer of the Heritage Plaza Mortgage Loan (see Exhibit 34.2)

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

34.85      Computershare Trust Company, National Association,as Custodian of the Heritage Plaza Mortgage Loan (see Exhibit 34.4)

34.86      Pentalpha Surveillance LLC, as Operating Advisorof the Heritage Plaza Mortgage Loan (see Exhibit 34.71)

34.87      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Heritage Plaza Mortgage Loan (see Exhibit 34.66)

35           Servicer compliance statements.

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

35.2        Greystone Servicing Company LLC, as SpecialServicer

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 12800 Culver BoulevardMortgage Loan (see Exhibit 35.1)

35.5        Greystone Servicing Company LLC, as SpecialServicer of the 12800 Culver Boulevard Mortgage Loan (see Exhibit 35.2)

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

35.7        Greystone Servicing Company LLC, as SpecialServicer of the Oxmoor Center Mortgage Loan (see Exhibit 35.2)

35.8        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Select Parking NYC PortfolioMortgage Loan (see Exhibit 35.1)

35.9        Greystone Servicing Company LLC, as SpecialServicer of the Select Parking NYC Portfolio Mortgage Loan (see Exhibit 35.2)

35.10      Berkadia Commercial Mortgage LLC, as Primary Servicer of the Scottsdale FashionSquare Mortgage Loan (Omitted. See Explanatory Notes.)  

35.11      KeyBank National Association, as Special Servicerof the Scottsdale Fashion Square Mortgage Loan

35.12      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Austin Multifamily PortfolioMortgage Loan (see Exhibit 35.1)

35.13      3650 REIT Loan Servicing LLC, as Special Servicerof the Austin Multifamily Portfolio Mortgage Loan

35.14      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Green Acres Mortgage Loan (seeExhibit 35.1)

35.15      3650 REIT Loan Servicing LLC, as Special Servicerof the Green Acres Mortgage Loan (see Exhibit 35.13)

35.16      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Harborside 2-3 Mortgage Loan(see Exhibit 35.1)

35.17      3650 REIT Loan Servicing LLC, as Special Servicerof the Harborside 2-3 Mortgage Loan (see Exhibit 35.13)

35.18      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Miracle Mile Mortgage Loan(see Exhibit 35.1)

35.19      KeyBank National Association, as Special Servicerof the Miracle Mile Mortgage Loan (see Exhibit 35.11)

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

35.21      CWCapital Asset Management LLC, as Special Servicer of the Queens CrossingMortgage Loan (Omitted. See Explanatory Notes.)

35.22      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Back Bay Office Mortgage Loan(see Exhibit 35.1)

35.23      Situs Holdings, LLC, as Special Servicer of the Back Bay Office Mortgage Loan(Omitted. See Explanatory Notes.)

35.24      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Platinum Tower Mortgage Loan(see Exhibit 35.1)

35.25      K-Star Asset Management LLC, as Special Servicer of the Platinum Tower MortgageLoan (Omitted. See Explanatory Notes.)

35.26      Wells Fargo Bank, National Association, as Primary Servicer of the One &Two Commerce Square Mortgage Loan (Omitted. See Explanatory Notes.)  

35.27      LNR Partners, LLC, as Special Servicer of the One & Two Commerce SquareMortgage Loan (Omitted. See Explanatory Notes.)

35.28      KeyBank National Association, as Primary Servicerof the Gateway Center South Mortgage Loan (see Exhibit 35.11)

35.29      3650 REIT Loan Servicing LLC, as Special Servicerof the Gateway Center South Mortgage Loan (see Exhibit 35.13)

35.30      KeyBank National Association, as Primary Servicerof The Widener Building Mortgage Loan (see Exhibit 35.11)

35.31      3650 REIT Loan Servicing LLC, as Special Servicerof The Widener Building Mortgage Loan (see Exhibit 35.13)

35.32      KeyBank National Association, as Primary Servicerof the Riverview Tower Mortgage Loan (see Exhibit 35.11)

35.33      3650 REIT Loan Servicing LLC, as Special Servicerof the Riverview Tower Mortgage Loan (see Exhibit 35.13)

35.34      Wells Fargo Bank, National Association, as Primary Servicer of the HeritagePlaza Mortgage Loan (Omitted. See Explanatory Notes.)  

35.35      Greystone Servicing Company LLC, as SpecialServicer of the Heritage Plaza Mortgage Loan (see Exhibit 35.2)

99.1        Mortgage Loan Purchase Agreement, dated as of August 3,2023, between GS Mortgage Securities Corporation II and Goldman Sachs MortgageCompany (filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-Kfiled on August 3, 2023 under Commission File No. 333-261764-02 andincorporated by reference herein).

99.2        Mortgage Loan Purchase Agreement, dated as of August 3,2023, among GS Mortgage Securities Corporation II, Barclays Capital Real EstateInc. and Barclays Capital Holdings Inc. (filed as Exhibit 99.2 to theregistrant’s Current Report on Form 8-K filed on August 3, 2023 underCommission File No. 333-261764-02 and incorporated by reference herein).

99.3        Mortgage Loan Purchase Agreement, dated as of August 3,2023, between GS Mortgage Securities Corporation II and Citi Real Estate FundingInc. (filed as Exhibit 99.3 to the registrant’s Current Report on Form 8-Kfiled on August 3, 2023 under Commission File No. 333-261764-02 andincorporated by reference herein).

99.4        Mortgage Loan Purchase Agreement, dated as of August 3,2023, between GS Mortgage Securities Corporation II and German American CapitalCorporation (filed as Exhibit 99.4 to the registrant’s Current Report on Form8-K filed on August 3, 2023 under Commission File No. 333-261764-02 andincorporated by reference herein).

99.5        Mortgage Loan Purchase Agreement, dated as of August 3,2023, between GS Mortgage Securities Corporation II and Bank of Montreal (filedas Exhibit 99.5 to the registrant’s Current Report on Form 8-K filed on August3, 2023 under Commission File No. 333-261764-02 and incorporated by referenceherein).

99.6        Mortgage Loan Purchase Agreement, dated as of August 3,2023, between GS Mortgage Securities Corporation II and JPMorgan Chase Bank,National Association (filed as Exhibit 99.6 to the registrant’s Current Reporton Form 8-K filed on August 3, 2023 under Commission File No. 333-261764-02 andincorporated by reference herein).

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

(c)    Not Applicable.

 

**SIGNATURES**

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

GS Mortgage Securities CorporationII(Depositor)

/s/ ScottEpperson

ScottEpperson, Chief Executive Officer

(senior officer in charge ofsecuritization of the depositor)

Date: March 18, 2024