UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 (Mark One)

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

 For the fiscal year ended December 31, 2023

or

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

 For the transition period from _____ to _____

Commission file number of 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 its
charter)

 Central Index Key Number of the depositor: 0001004158

 GS Mortgage Securities Corporation
II

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

 Central Index Key Number of the sponsor: 0001541502

 Goldman Sachs Mortgage Company

 Central Index Key Number of the sponsor: 0001549574

 Barclays Capital Real Estate Inc.

 Central Index Key Number of the sponsor: 0001701238

 Citi Real Estate Funding Inc.

 Central Index Key Number of the sponsor: 0001541294

 German American Capital Corporation

 Central Index Key Number of the sponsor: 0000927971

 Bank of Montreal

 Central Index Key Number of the sponsor: 0000835271

 JPMorgan Chase Bank, National
Association

 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 principal
executive 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 the
Act: None.

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

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

 Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes o No

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

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

 Large accelerated
filer o
Accelerated
filer
o

 Non-accelerated
filer

Smaller reporting
company
o

Emerging growth company
o

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

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

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

 Indicate by check mark whether any of those error corrections
are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant's executive officers during the
relevant recovery period pursuant to §240.10D-1(b). o

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

 State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked price of
such common equity, as of the last business day of the registrant's most
recently completed second fiscal quarter.

 Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court. o
Yes o
No

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

 DOCUMENTS INCORPORATED BY REFERENCE

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

 EXPLANATORY NOTES

 The 12800 Culver Boulevard Mortgage Loan, the
Oxmoor Center Mortgage Loan and the Select Parking NYC Portfolio Mortgage Loan,
which constituted approximately 7.8%, 4.7% and 3.5%, respectively, of the asset
pool of the issuing entity as of its cut-off date, are each an asset of the
issuing entity and are each part of a loan combination that includes (a) with
respect to the 12800 Culver Boulevard Mortgage Loan, three other pari passu
loans, which are not assets of the issuing entity, (b) with respect to the
Oxmoor Center Mortgage Loan, five other pari passu loans, which are not
assets of the issuing entity and (c) with respect to the Select Parking NYC
Portfolio Mortgage Loan, one other pari passu loan, which is not an
asset of the issuing entity. These loan combinations, including the 12800
Culver Boulevard Mortgage Loan, the Oxmoor Center Mortgage Loan and the Select
Parking NYC Portfolio Mortgage Loan, are being serviced and administered
pursuant to the Pooling and Servicing Agreement, which is incorporated by
reference as Exhibit 4.1 to this Annual Report on Form 10-K.

Exhibit Index) with respect to the Scottsdale Fashion Square Mortgage Loan,
which constituted approximately 1.0% of the asset pool of the issuing entity as
of its cut-off date. The Scottsdale Fashion Square Mortgage Loan is an
asset of the issuing entity and is part of a loan combination that includes the
Scottsdale Fashion Square Mortgage Loan and nine other pari passu loans,
which are not assets of the issuing entity. A pari passu portion of the
loan combination was securitized in the SCOTT Trust 2023-SFS transaction (the " SCOTT
2023-SFS Transaction "). This loan combination, including the Scottsdale
Fashion Square Mortgage Loan, is being serviced and administered pursuant to
the trust and servicing agreement for the SCOTT 2023-SFS Transaction, which is
incorporated by reference as Exhibit 4.2 to this Annual Report on Form 10-K.

Exhibit Index) with respect to the Austin Multifamily Portfolio Mortgage Loan,
the Green Acres Mortgage Loan and the Harborside 2-3 Mortgage Loan, which
constituted approximately 3.6%, 2.8% and 2.8%, respectively, of the asset pool
of the issuing entity as of its cut-off date. The Austin Multifamily
Portfolio Mortgage Loan, the Green Acres Mortgage Loan and the Harborside 2-3
Mortgage Loan are each an asset of the issuing entity and are each part of a
loan combination that includes (a) with respect to the Austin Multifamily
Portfolio Mortgage Loan, one other pari passu loan, which is not an
asset of the issuing entity, (b) with respect to the Green Acres Mortgage Loan,
eighteen other pari passu loans, which are not assets of the issuing
entity or (c) with respect to the Harborside 2-3 Mortgage Loan, twelve other pari
passu loans, which are not assets of the issuing entity. The other pari
passu portion of each loan combination was securitized in the Benchmark
2023-V2 Mortgage Trust transaction, Commission File Number 333-262701-03 (the " Benchmark
2023-V2 Transaction "). These loan combinations, including the Austin
Multifamily Portfolio Mortgage Loan, the Green Acres Mortgage Loan and the
Harborside 2-3 Mortgage Loan, are being serviced and administered pursuant to
the pooling and servicing agreement for the Benchmark 2023-V2 Transaction,
which is incorporated by reference as Exhibit 4.3 to this Annual Report on Form
10-K.

Exhibit Index) with respect to the Miracle Mile Mortgage Loan, which
constituted approximately 2.1% of the asset pool of the issuing entity as of
its cut-off date. The Miracle Mile Mortgage Loan is an asset of the
issuing entity and is part of a loan combination that includes the Miracle Mile
Mortgage Loan and six other pari passu loans, which are not assets of
the issuing entity. A pari passu portion of the loan combination was
securitized in the MIRA Trust 2023-MILE transaction (the " MIRA 2023-MILE
Transaction "). This loan combination, including the Miracle Mile Mortgage
Loan, is being serviced and administered pursuant to the trust and servicing
agreement for the MIRA 2023-MILE Transaction, which is incorporated by
reference as Exhibit 4.4 to this Annual Report on Form 10-K.

Exhibit Index) with respect to the Queens Crossing Mortgage Loan, which
constituted approximately 2.1% of the asset pool of the issuing entity as of
its cut-off date. The Queens Crossing Mortgage Loan is an asset of the
issuing entity and is part of a loan combination that includes the Queens
Crossing Mortgage Loan and two other pari passu loans, which are not
assets of the issuing entity. A pari passu portion of the loan
combination was securitized in the BANK5 2023-5YR2 transaction, Commission File
Number 333-259741-06 (the " BANK5 2023-5YR2 Transaction "). This loan
combination, including the Queens Crossing Mortgage Loan, is being serviced and
administered pursuant to the pooling and servicing agreement for the BANK5
2023-5YR2 Transaction, which is incorporated by reference as Exhibit 4.5 to
this Annual Report on Form 10-K.

Exhibit Index) with respect to the Back Bay Office Mortgage Loan and the
Platinum Tower Mortgage Loan, which constituted approximately 4.7% and 0.9%,
respectively, of the asset pool of the issuing entity as of its cut-off
date. The Back Bay Office Mortgage Loan and the Platinum Tower Mortgage
Loan are each an asset of the issuing entity and are each part of a loan
combination that includes (a) with respect to the Back Bay Office Mortgage
Loan, eleven other pari passu loans and two subordinate companion loans,
which are not assets of the issuing entity or (b) with respect to the Platinum
Tower Mortgage Loan, one other pari passu loan, which is not an asset of
the issuing entity. A pari passu portion of each loan combination was
securitized in the Benchmark 2023-B39 Mortgage Trust transaction, Commission
File Number 333-262701-04 (the " Benchmark 2023-B39 Transaction "). These
loan combinations, including the Back Bay Office Mortgage Loan and the Platinum
Tower Mortgage Loan, are being serviced and administered pursuant to the
pooling and servicing agreement for the Benchmark 2023-B39 Transaction, which
is incorporated by reference as Exhibit 4.6 to this Annual Report on Form 10-K.

Exhibit Index) with respect to the One & Two Commerce Square Mortgage Loan,
which constituted approximately 2.3% of the asset pool of the issuing entity as
of its cut-off date. The One & Two Commerce Square Mortgage Loan is
an asset of the issuing entity and is part of a loan combination that includes
the One & Two Commerce Square Mortgage Loan and twelve other pari passu
loans, which are not assets of the issuing entity. This loan combination,
including the One & Two Commerce Square Mortgage Loan, was serviced under
the pooling and servicing agreement for the BBCMS Mortgage Trust 2023-C20
transaction prior to the closing of the securitization of a pari passu
portion of the One & Two Commerce Square loan combination in the BANK
2023-BNK46 transaction, Commission File Number 333-257991-07 (the " BANK
2023-BNK46 Transaction "). After the closing of the BANK 2023-BNK46
Transaction on August 10, 2023, this loan combination, including the One &
Two Commerce Square Mortgage Loan was, and will continue to be, serviced and
administered pursuant to the pooling and servicing agreement with respect to
the BANK 2023-BNK46 Transaction, which is incorporated by reference as Exhibit
4.7 to this Annual Report on Form 10-K.

Exhibit Index) with respect to the Gateway Center South Mortgage Loan, The
Widener Building Mortgage Loan and the Riverview Tower Mortgage Loan, which
constituted approximately 5.2%, 2.4% and 1.0%, respectively, of the asset pool
of the issuing entity as of its cut-off date. The Gateway Center South
Mortgage Loan, The Widener Building Mortgage Loan and Riverview Tower Mortgage
Loan are each an asset of the issuing entity and are each part of a loan
combination that includes (a) with respect to the Gateway Center South Mortgage
Loan, five other pari passu loans, which are not assets of the issuing
entity, (b) with respect to The Widener Building Mortgage Loan, four other pari
passu loans, which are not assets of the issuing entity or (c) with respect
to the Riverview Tower Mortgage Loan, one other pari passu loan, which
is not an asset of the issuing entity. These loan combinations, including the
Gateway Center South Mortgage Loan, The Widener Building Mortgage Loan and the
Riverview Tower Mortgage Loan, were serviced under the Pooling and Servicing
Agreement for the issuing entity prior to the closing of the securitization of
a pari passu portion of the Gateway Center South loan combination, The
Widener Building loan combination and the Riverview Tower loan combination in
the BMO 2023-5C1 Mortgage Trust transaction, Commission File Number
333-255934-06 (the " BMO 2023-5C1 Transaction "). After the closing
of the BMO 2023-5C1 Transaction on August 16, 2023, these loan combinations,
including the Gateway Center South Mortgage Loan, The Widener Building Mortgage
Loan and the Riverview Tower Mortgage Loan were, and will continue to be,
serviced and administered pursuant to the pooling and servicing agreement with
respect to the BMO 2023-5C1 Transaction, which is incorporated by reference as
Exhibit 4.8 to this Annual Report on Form 10-K.

Exhibit Index) with respect to the Heritage Plaza Mortgage Loan, which
constituted approximately 3.3% of the asset pool of the issuing entity as of
its cut-off date. The Heritage Plaza Mortgage Loan is an asset of the issuing
entity and is part of a loan combination that includes the Heritage Plaza
Mortgage Loan and eight other pari passu loans, which are not assets of
the issuing entity. This loan combination, including the Heritage Plaza
Mortgage Loan, was serviced under the pooling and servicing agreement for the
Benchmark 2023-V2 Transaction prior to the closing of the securitization of a pari
passu portion of the Heritage Plaza loan combination in the BANK5 2023-5YR3
transaction, Commission File Number 333-261279-04 (the " BANK5 2023-5YR3
Transaction "). After the closing of the BANK5 2023-5YR3 Transaction
on September 28, 2023, this loan combination, including the Heritage Plaza
Mortgage Loan was, and will continue to be, serviced and administered pursuant
to the pooling and servicing agreement with respect to the BANK5 2023-5YR3
Transaction, which is incorporated by reference as Exhibit 4.9 to this Annual
Report on Form 10-K.

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

 Midland Loan Services, a Division
of PNC Bank, National Association is the master servicer of the mortgage loans
serviced under the Pooling and Servicing Agreement and the primary servicer of
the Back Bay Office Mortgage Loan, the Austin Multifamily Portfolio Mortgage
Loan, the Green Acres Mortgage Loan, the Harborside 2-3 Mortgage Loan, the
Miracle Mile Mortgage Loan, the Queens Crossing Mortgage Loan and the Platinum
Tower Mortgage Loan. As a result, Midland Loan Services, a Division of PNC
Bank, National Association is a "servicer" as defined in Item 1108(a)(2)(iii)
of Regulation AB, in the capacities described above, because it is servicing
mortgage loans that constituted 10% or more of the assets of the issuing entity
as of its cut-off date. The assessments of compliance with applicable servicing
criteria, accountants' attestation reports and servicer compliance statements
delivered by Midland Loan Services, a Division of PNC Bank, National
Association in the capacities described above are listed in the Exhibit Index.

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

 Computershare Trust Company,
National Association is the custodian of the mortgage loans serviced under the
Pooling and Servicing Agreement, the Gateway Center South Mortgage Loan, the
Back Bay Office Mortgage Loan, the Austin Multifamily Portfolio Mortgage Loan,
the Heritage Plaza Mortgage Loan, the Green Acres Mortgage Loan, the Harborside
2-3 Mortgage Loan, The Widener Building Mortgage Loan, the One & Two
Commerce Square Mortgage Loan, the Miracle Mile Mortgage Loan, the Queens
Crossing Mortgage Loan, the Scottsdale Fashion Square Mortgage Loan, the
Riverview Tower Mortgage Loan and the Platinum Tower Mortgage Loan. As a
result, Computershare Trust Company, National Association is a servicing
function participant in the capacities described above, because it is servicing
mortgage loans that constituted 5% or more of the assets of the issuing entity
as of its cut-off date. The assessments of compliance with applicable servicing
criteria and accountants' attestation reports delivered by Computershare Trust
Company, National Association in the capacities described above are listed in
the Exhibit Index.

 Park Bridge Lender Services LLC is
the operating advisor of the mortgage loans serviced under the Pooling and
Servicing Agreement, the Back Bay Office Mortgage Loan, the One & Two
Commerce Square Mortgage Loan, the Queens Crossing Mortgage Loan, the Miracle
Mile Mortgage Loan, the Scottsdale Fashion Square Mortgage Loan and the
Platinum Tower Mortgage Loan. As a result, Park Bridge Lender Services
LLC is a servicing function participant in the capacities described above,
because it is servicing mortgage loans that constituted 5% or more of the assets
of the issuing entity as of its cut-off date. The assessments of compliance
with applicable servicing criteria and accountants' attestation reports
delivered by Park Bridge Lender Services LLC in the capacities described above
are listed in the Exhibit Index.

 KeyBank National Association is
the special servicer of the Miracle Mile Mortgage Loan and the Scottsdale
Fashion Square Mortgage Loan and the primary servicer of the Gateway Center
South Mortgage Loan, The Widener Building Mortgage Loan and the Riverview Tower
Mortgage Loan. As a result, KeyBank National Association is a "servicer" as
defined in Item 1108(a)(2)(iii) of Regulation AB, in the capacities described
above, because it is servicing mortgage loans that constituted 10% or more of
the assets of the issuing entity as of its cut-off date. The assessments of
compliance with applicable servicing criteria, accountants' attestation reports
and servicer compliance statements delivered by KeyBank National Association in
the capacities described above are listed in the Exhibit Index.

 3650 REIT Loan Servicing LLC is
the special servicer of the Gateway Center South Mortgage Loan, the Austin
Multifamily Portfolio Mortgage Loan, the Green Acres Mortgage Loan, the
Harborside 2-3 Mortgage Loan, The Widener Building Mortgage Loan and the
Riverview 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 the
capacities described above, because it is servicing mortgage loans that constituted
10% or more of the assets of the issuing entity as of its cut-off date. The
assessments of compliance with applicable servicing criteria, accountants'
attestation reports and servicer compliance statements delivered by 3650 REIT
Loan Servicing LLC in the capacities described above are listed in the Exhibit
Index.

 BellOak, LLC is the operating
advisor of the Austin Multifamily Portfolio Mortgage Loan, the Green Acres
Mortgage 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 the
assets of the issuing entity as of its cut-off date. The assessments of
compliance with applicable servicing criteria and accountants' attestation
reports delivered by BellOak, LLC in the capacities described above are listed
in the Exhibit Index.

 Wells Fargo Bank, National
Association is the primary servicer of the One & Two Commerce Square
Mortgage Loan and the Heritage Plaza Mortgage Loan. These mortgage loans
constitute more than 5%, but less than 10%, of the pool assets of the issuing
entity. Therefore, the Depositor included in this Annual Report on Form
10-K an assessment of compliance with applicable servicing criteria for Wells
Fargo Bank, National Association and an accountants' attestation report
pursuant to Item 1122 of Regulation AB because Wells Fargo Bank, National
Association is servicing more than 5% of the pool assets. However, the
Depositor is not required to include in this Annual Report on Form 10-K a
servicer compliance statement pursuant to Item 1123 of Regulation AB of Wells
Fargo Bank, National Association because Wells Fargo Bank, National Association
is an unaffiliated servicer servicing less than 10% of pool assets.

 Pentalpha Surveillance LLC is the
operating advisor of the Gateway Center South Mortgage Loan, the Heritage Plaza
Mortgage Loan, The Widener Building Mortgage Loan and the Riverview Tower
Mortgage Loan. As a result, Pentalpha Surveillance LLC is a servicing
function participant in the capacities described above, because it is servicing
mortgage loans that constituted 5% or more of the assets of the issuing entity
as of its cut-off date. The assessments of compliance with applicable servicing
criteria and accountants' attestation reports delivered by Pentalpha
Surveillance LLC in the capacities described above are listed in the Exhibit
Index.

 Computershare Trust Company,
National Association acts as trustee of the 12800 Culver Boulevard Mortgage
Loan, the Oxmoor Center Mortgage Loan, the Select Parking NYC Portfolio
Mortgage Loan, the Austin Multifamily Portfolio Mortgage Loan, the Harborside
2-3 Mortgage Loan, the Green Acres Mortgage Loan, the Miracle Mile Mortgage
Loan, the Queens Crossing Mortgage Loan, the Back Bay Office Mortgage Loan, the
Platinum Tower Mortgage Loan, the Gateway Center South Mortgage Loan, The
Widener Building Mortgage Loan, the Riverview Tower Mortgage Loan and the
Heritage Plaza Mortgage Loan. Pursuant to the Pooling and Servicing
Agreement, the pooling and servicing agreement for the Benchmark 2023-V2
Transaction, the trust and servicing agreement for the MIRA 2023-MILE
Transaction, the pooling and servicing agreement for the BANK5 2023-5YR2
Transaction, the pooling and servicing agreement for the Benchmark 2023-B39
Transaction, the pooling and servicing agreement for the BMO 2023-5C1
Transaction and the pooling and servicing agreement for the BANK5 2023-5YR3
Transaction, the trustee is required to provide an assessment of compliance
with applicable servicing criteria solely with respect to Item 1122(d)(2)(iii)
of Regulation AB (regarding advances of funds or guarantees regarding
collections, cash flows or distributions, and any interest or other fees charged
for such advances, are made, reviewed and approved as specified in the
transaction agreements). However, during the reporting period, the trustee did
not perform any servicing function with respect to the servicing criteria
specified in Item 1122(d)(2)(iii) of Regulation AB. The master servicer
or the special servicer, to the extent required, performed the servicing
function identified with respect to Item 1122(d)(2)(iii) of Regulation AB, and
each such party included Item 1122(d)(2)(iii) of Regulation AB in the
assessment of compliance with applicable servicing criteria and accountant's
attestation report for the subject transaction. As a result, this Annual
Report on Form 10-K does not include an assessment of compliance with
applicable servicing criteria of the trustee. One or more other servicers of
the 12800 Culver Boulevard Mortgage Loan, the Oxmoor Center Mortgage Loan, the
Select Parking NYC Portfolio Mortgage Loan,, the Austin Multifamily Portfolio
Mortgage Loan, the Harborside 2-3 Mortgage Loan, the Green Acres Mortgage Loan,
the Miracle Mile Mortgage Loan, the Queens Crossing Mortgage Loan, the Back Bay
Office Mortgage Loan, the Platinum Tower Mortgage Loan, the Gateway Center
South Mortgage Loan, The Widener Building Mortgage Loan, the Riverview Tower
Mortgage Loan and the Heritage Plaza Mortgage Loan have delivered one or more
assessments of compliance with respect to Item 1122(d)(2)(iii) of Regulation
AB.

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

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

 The
assessments of compliance with applicable servicing criteria, accountants'
attestation reports and servicer compliance statements of the certificate
administrator of the Scottsdale Fashion Square Mortgage Loan, the Austin
Multifamily Portfolio Mortgage Loan, the Harborside 2-3 Mortgage Loan, the
Green Acres Mortgage Loan, the Miracle Mile Mortgage Loan, the Queens Crossing
Mortgage Loan, the Back Bay Office Mortgage Loan, the Platinum Tower Mortgage
Loan, the One & Two Commerce Square Mortgage Loan, the Gateway Center South
Mortgage Loan, The Widener Building Mortgage Loan, the Riverview Tower Mortgage
Loan and the Heritage Plaza Mortgage Loan are omitted from this Annual Report
on Form 10-K as the certificate administrator pursuant to the related pooling
and servicing agreement or trust and servicing agreement does not perform any
activities that address servicing criteria with respect to the issuing entity
and because they are each not a "servicer" that meets the criteria in Item
1108(a)(2)(i) through (iii) of Regulation AB.

 With respect to the pari passu
loan combinations that include the Scottsdale Fashion Square Mortgage Loan, the
Queens Crossing Mortgage Loan, the One & Two Commerce Square Mortgage Loan,
the Heritage Plaza Mortgage Loan, the Back Bay Office Mortgage Loan and the
Platinum Tower Mortgage Loan, (i) the reports on assessment of compliance with
servicing criteria and attestation reports on assessment of compliance with
servicing criteria of Berkadia Commercial Mortgage LLC as primary servicer of
the Scottsdale Fashion Square Mortgage Loan, CWCapital Asset Management LLC as
special servicer of the Queens Crossing Mortgage Loan, Situs Holdings, LLC as
special servicer of the Back Bay Office Mortgage Loan, K-Star Asset Management
LLC 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 as
they are not required to be included on this Annual Report on Form 10-K per
Instruction 3 to Item 1122 of Regulation AB because they are parties performing
activities that address servicing criteria relating to 5% or less of the assets
of the issuing entity; and (ii) the servicer compliance statements of Berkadia
Commercial Mortgage LLC as primary servicer of the Scottsdale Fashion Square
Mortgage Loan, Wells Fargo Bank, National Association as primary servicer of
the One & Two Commerce Square Mortgage Loan and the Heritage Plaza Mortgage
Loan, CWCapital Asset Management LLC as special servicer of the Queens Crossing
Mortgage Loan, Situs Holdings, LLC as special servicer of the Back Bay Office
Mortgage Loan, K-Star Asset Management LLC 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 as they are not required by Item 1123 of
Regulation AB to be included on this Annual Report on Form 10-K because they
are each an unaffiliated party that is not a "servicer" that meets the criteria
in Item 1108(a)(2)(i) through (iii) of Regulation AB.

 Item 1. Business.

 Item 1A. Risk Factors.

 Item 1B. Unresolved Staff Comments.

 None.

 Item 1C. Cybersecurity.

 Item 2. Properties.

 Item 3. Legal Proceedings.

 Item 4. Mine Safety Disclosures.

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

 Item 6. [Reserved]

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

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

 Item 8. Financial Statements and Supplementary Data.

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

 Item 9A. Controls and Procedures.

 Item 9B. Other Information.

 None.

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

 None.

 Item 10. Directors, Executive Officers and Corporate
Governance.

 Item 11. Executive Compensation.

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

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

 Item 14. Principal Accountant Fees and Services.

 ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB

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

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

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

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

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

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

 Item 1117 of Regulation AB, Legal Proceedings.

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

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

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

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

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

criteria for asset-backed securities and related attestation reports on such assessments
of compliance with respect to the Scottsdale Fashion Square Mortgage Loan,
which is being serviced and administered pursuant to the trust and servicing
agreement for the SCOTT 2023-SFS Transaction, are attached hereto under Item 15
to this Annual Report on Form 10-K. Attached as Exhibit L to the trust and
servicing agreement for the SCOTT 2023-SFS Transaction incorporated by
reference as Exhibit 4.2 to this Annual Report on Form 10-K is a chart
identifying the entities participating in a servicing function for the SCOTT
2023-SFS Transaction responsible for each applicable servicing criteria set
forth in Item 1122(d).

assessments of compliance with respect to the Austin Multifamily Portfolio
Mortgage Loan, the Harborside 2-3 Mortgage Loan and the Green Acres Mortgage
Loan, which are being serviced and administered pursuant to the pooling and
servicing agreement for the Benchmark 2023-V2 Transaction, are attached hereto
under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit O to the
pooling and servicing agreement for the Benchmark 2023-V2 Transaction
incorporated by reference as Exhibit 4.3 to this Annual Report on Form 10-K is
a chart identifying the entities participating in a servicing function for the
Benchmark 2023-V2 Transaction responsible for each applicable servicing
criteria set forth in Item 1122(d).

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

assessments of compliance with respect to the Queens Crossing Mortgage Loan,
which is being serviced and administered pursuant to the pooling and servicing
agreement for the BANK5 2023-5YR2 Transaction, are attached hereto under Item
15 to this Annual Report on Form 10-K. Attached as Exhibit Z to the pooling and
servicing agreement for the BANK5 2023-5YR2 Transaction incorporated by
reference as Exhibit 4.5 to this Annual Report on Form 10-K is a chart
identifying the entities participating in a servicing function for the BANK5
2023-5YR2 Transaction responsible for each applicable servicing criteria set
forth in Item 1122(d).

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

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

assessments of compliance with respect to the Gateway Center South Mortgage
Loan, The Widener Building Mortgage Loan and the Riverview Tower Mortgage Loan,
which are being serviced and administered pursuant to the pooling and servicing
agreement for the BMO 2023-5C1 Transaction, are attached hereto under Item 15
to this Annual Report on Form 10-K. Attached as Exhibit O to the pooling and
servicing agreement for the BMO 2023-5C1 Transaction incorporated by reference
as Exhibit 4.8 to this Annual Report on Form 10-K is a chart identifying the
entities participating in a servicing function for the BMO 2023-5C1 Transaction
responsible for each applicable servicing criteria set forth in Item 1122(d).

assessments of compliance with respect to the Heritage Plaza Mortgage Loan,
which is being serviced and administered pursuant to the pooling and servicing
agreement for the BANK5 2023-5YR3 Transaction, are attached hereto under Item
15 to this Annual Report on Form 10-K. Attached as Exhibit Z to the pooling and
servicing agreement for the BANK5 2023-5YR3 Transaction incorporated by
reference as Exhibit 4.9 to this Annual Report on Form 10-K is a chart
identifying the entities participating in a servicing function for the BANK5
2023-5YR3 Transaction responsible for each applicable servicing criteria set
forth in Item 1122(d).

 Item 1123 of Regulation AB, Servicer Compliance Statement.

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

 Item 15. Exhibit, and Financial Statement Schedules

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

 (1) Not applicable

 (2) Not applicable

 (3) See below

 4.1
 Pooling and Servicing Agreement, dated as of July 1,
2023, among GS Mortgage Securities Corporation II, as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer,
Greystone Servicing Company LLC, as Special Servicer, Computershare Trust
Company, National Association, as Certificate Administrator and as Trustee, and
Park Bridge Lender Services LLC, as Operating Advisor and as Asset
Representations Reviewer (filed as Exhibit 4.1 to the registrant's Current
Report on Form 8-K filed on August 3, 2023 under Commission File No.

 4.2
 Trust and Servicing Agreement, dated as of March 17,
2023, between GS Mortgage Securities Corporation II, as Depositor, Berkadia
Commercial Mortgage LLC, as Servicer, KeyBank National Association, as Special
Servicer, Computershare Trust Company, N.A., as Certificate Administrator and
Custodian, Wilmington Trust, National Association, as Trustee, and Park Bridge
Lender Services LLC, as Operating Advisor (filed as Exhibit 4.7 to the
registrant's Current Report on Form 8-K filed on August 3, 2023 under

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

 4.4
 Trust and Servicing Agreement, dated as of June 21, 2023,
between GS Mortgage Securities Corporation II, as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Servicer, KeyBank
National Association, as Special Servicer, Computershare Trust Company,
National Association, as Trustee, Certificate Administrator and Custodian, and
Park Bridge Lender Services LLC, as Operating Advisor (filed as Exhibit 4.5 to
the registrant's Current Report on Form 8-K filed on August 3, 2023 under

 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, as
Special Servicer, Computershare Trust Company, National Association, as
Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC,
as Operating Advisor and as Asset Representations Reviewer (filed as Exhibit
4.6 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 reference herein).

 4.6
 Pooling and Servicing Agreement, dated as of July 1,
2023, among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master
Servicer, K-Star Asset Management LLC, as a Special Servicer, Situs Holdings,
LLC, as Back Bay Office Whole Loan Special Servicer, Park Bridge Lender
Services LLC, as Operating Advisor and Asset Representations Reviewer, and
Computershare Trust Company, National Association, as Certificate Administrator
and Trustee (filed as Exhibit 4.2 to the registrant's Current Report on Form
8-K filed on August 3, 2023 under Commission File No. 333-261764-02 and

 4.7
 Pooling and Servicing Agreement, dated as of August 1, 2023,
among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells
Fargo Bank, National Association, as General Master Servicer, LNR Partners,
LLC, as General Special Servicer, National Cooperative Bank, N.A., as Co-op
Master Servicer and as Co-op Special Servicer, Computershare Trust Company,
N.A., as Certificate Administrator, Wilmington Trust, National Association, as
Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset
Representations Reviewer (filed as Exhibit 4.1 to the registrant's Current
Report on Form 8-K filed on August 14, 2023 under Commission File No.

 4.8
 Pooling and Servicing Agreement, dated as of August 1,
2023, among BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank
National Association, as Master Servicer, 3650 REIT Loan Servicing LLC, as
Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset
Representations Reviewer, Computershare Trust Company, National Association, as
Certificate Administrator, and Computershare Trust Company, National
Association, as Trustee (filed as Exhibit 4.1 to the registrant's Current
Report on Form 8-K filed on August 22, 2023 under Commission File No.

 4.9
 Pooling and Servicing Agreement, dated as of September 1,
2023, between Banc of America Merrill Lynch Commercial Mortgage Inc., as
Depositor, Wells Fargo Bank, National Association, as Master Servicer, Greystone
Servicing Company LLC, as Special Servicer, Computershare Trust Company,
National Association, as Certificate Administrator and as Trustee, and
Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer (filed as Exhibit 4.1 to the registrant's Current Report on Form 8-K
filed on October 2, 2023 under Commission File No. 333-261764-02 and

 4.10
 Agreement Between Note Holders, dated as of June 20,
2023, by and between Barclays Capital Real Estate Inc., as Initial Note A-1-1
Holder, Barclays Capital Real Estate Inc., as Initial Note A-1-2 Holder,
Barclays Capital Real Estate Inc., as Initial Note A-1-3 Holder, Barclays
Capital Real Estate Inc., as Initial Note A-1-4 Holder, and Deutsche Bank AG,
New York Branch, as Initial Note A-2-1 Holder,
Deutsche Bank AG, New York Branch, as Initial Note A-2-2 Holder, and Deutsche Bank AG, New York Branch, as Initial Note A-2-3
Holder (filed as Exhibit 4.8 to the registrant's Current Report on Form 8-K

 4.11
 Co-Lender Agreement, dated as of July 12, 2023, between
DBR Investments Co. Limited, as Note A-1 Holder, DBR Investments Co. Limited,
as Note A-2 Holder, DBR Investments Co. Limited, as Note A-3 Holder, DBR
Investments Co. Limited, as Note A-4 Holder, DBR Investments Co. Limited, as
Note A-5 Holder, DBR Investments Co. Limited, as Note A-6 Holder, Wells Fargo
Bank, National Association, as Note A-7 Holder, and Wells Fargo Bank, National
Association, as Note A-8 Holder (filed as Exhibit 4.9 to the registrant's
Current Report on Form 8-K filed on August 3, 2023 under Commission File No.

 4.12
 Amended and Restated Agreement Between Noteholders, dated
as of August 2, 2023, by and between New York Life Insurance Company, as
Initial Note A-1 Holder, Teachers Insurance and Annuity Association of America,
as Initial Note A-2 Holder, Deutsche Bank AG, New York Branch, as Initial Note
A-3 Holder, Computershare Trust Company, National Association, not in its
individual capacity but solely as Trustee for the benefit of the Holders of
Benchmark 2023-B39 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2023-B39, and any related Uncertificated VRR Interest
Owner, as Initial Note A-4-1 Holder, Zions Bancorporation, N.A., as Initial
Note A-4-2 Holder, Deutsche Bank AG, New York Branch, as Initial Note A-4-3
Holder, Deutsche Bank AG, New York Branch, as Initial Note A-5-1 Holder, Deutsche Bank AG, New York Branch, as Initial Note A-5-2
Holder, Computershare Trust Company, National Association, not in its
individual capacity but solely as Trustee for the benefit of the Holders of
BANK5 2023-5YR2, Commercial Mortgage Pass-Through Certificates, Series
2023-5YR2, and the related VRR Interest Owners, as Initial Note A-6 Holder,
Wells Fargo Bank, National Association, as Initial Note A-7-A Holder, Wells
Fargo Bank, National Association, as Initial Note A-7-B Holder, Computershare
Trust Company, National Association, not in its individual capacity but solely
as Trustee for the benefit of the Holders of Benchmark 2023-B39 Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2023-B39, and any related
Uncertificated VRR Interest Owner, as Initial Note A-8-1 Holder, Goldman Sachs
Bank USA, as Initial Note A-8-2-A Holder, Goldman Sachs Bank USA, as Initial
Note A-8-2-B Holder, Goldman Sachs Bank USA, as Initial Note A-8-3 Holder, SM
Finance (GoReLux) LLC, as Initial Note B-1 Holder, and SM Finance (GoReLux)
LLC, as Initial Note B-2 Holder (filed as Exhibit 4.10 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 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 Capital
Real Estate Inc., as Initial Note A-3 Holder, Soci t G n rale Financial
Corporation, as Initial A-4 Holder, Soci t G n rale Financial Corporation, as
Initial A-5 Holder, and Soci t G n rale Financial Corporation, as Initial A-6
Holder (filed as Exhibit 4.11 to the registrant's Current Report on Form 8-K

 4.14
 Co-Lender Agreement, dated as of May 5, 2023, by and
between Citi Real Estate Funding Inc., as Initial Note A-1 Holder, and Citi
Real Estate Funding Inc., as Initial Note A-2 Holder (filed as Exhibit 4.12 to
the registrant's Current Report on Form 8-K filed on August 3, 2023 under

 4.15
 Co-Lender Agreement, dated as of May 25, 2023, by and
between Bank of Montreal, as Initial Note A-1 Holder, and Bank of Montreal, as
Initial Note A-2 Holder (filed as Exhibit 4.13 to the registrant's Current
Report on Form 8-K filed on August 3, 2023 under Commission File No.

 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, Morgan
Stanley Bank, N.A., as Initial Note A-2-1 Holder, Morgan Stanley Bank, N.A., as
Initial Note A-2-2 Holder, Morgan Stanley Bank, N.A., as Initial Note A-4
Holder), Bank of Montreal, as Initial Note A-3-1 Holder, Bank of Montreal, as
Initial 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 Mortgage
Capital Holdings LLC, as Initial Agent (filed as Exhibit 4.14 to the
registrant's Current Report on Form 8-K filed on August 3, 2023 under

 4.17
 Amended and Restated Co-Lender Agreement, dated as of
August 1, 2023, by and between Computershare
Trust Company, National Association, as Trustee, for the benefit of the Holders
of Benchmark 2023-V2 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2023-V2, as Note A-1 Holder, Computershare Trust Company,
National Association, as Trustee, for the benefit of the Holders of Benchmark
2023-V2 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2023-V2, as Note A-7 Holder, Citi Real Estate Funding Inc., as Note
A-2-1-A Holder, Citi Real Estate Funding Inc., as Note A-2-1-B Holder, Citi
Real 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, as
Trustee, 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 benefit
of the Holders of BMO 2023-C5 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2023-C5, as Note A-6-1 Holder, Computershare Trust
Company, National Association, as Trustee, for the benefit of the Holders of
Benchmark 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 of
Montreal, as Note A-9 Holder (filed as Exhibit 4.15 to the registrant's Current
Report on Form 8-K filed on August 3, 2023 under Commission File No.

 4.18
 Co-Lender Agreement, dated as of February 13, 2023, by
and among Goldman Sachs Bank USA GS, as Initial Note A-1 Holder, Initial Note
A-2 Holder and Initial Note A-3 Holder, Bank of Montreal, as Initial Note A-4
Holder, Initial Note A-5 Holder, Initial Note A-6 Holder, Initial Note A-7
Holder and Initial Note A-8 Holder, Morgan Stanley Bank, N.A., as Initial Note
A-9 Holder, Initial Note A-10 Holder, Initial Note A-11 Holder and Initial Note
A-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 on
August 3, 2023 under Commission File No. 333-261764-02 and incorporated by
reference 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 Starwood
Mortgage Capital LLC, as Initial SMC Note A Holder (filed as Exhibit 4.17 to
the registrant's Current Report on Form 8-K filed on August 3, 2023 under

 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 of
America, N.A., as Initial Note A-2 Holder, Bank of America, N.A., as Initial
Note A-3 Holder, Bank of America, N.A., as Initial Note A-4 Holder, Barclays
Capital Real Estate Inc., as Initial Note A-5 Holder, Barclays Capital Real
Estate Inc., as Initial Note A-6 Holder, Barclays Capital Real Estate Inc., as
Initial Note A-7 Holder, Barclays Capital Real Estate Inc., as Initial Note A-8
Holder, JPMorgan Chase Bank, National Association, as Initial Note A-9 Holder,
JPMorgan Chase Bank, National Association, as Initial Note A-10 Holder,
JPMorgan Chase Bank, National Association, as Initial Note A-11 Holder, and
JPMorgan Chase Bank, National Association, as Initial Note A-12 Holder (filed
as Exhibit 4.18 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 reference
herein).

 4.21
 Co-Lender Agreement, dated as of June 21, 2023, by and among
Goldman 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-C2
Holder, Morgan Stanley Bank, N.A., as Initial Note A-2-S1 Holder, Bank of
America, N.A., as Initial Note A-3-C1 Holder, Bank of America, N.A., as Initial
Note 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 on
August 3, 2023 under Commission File No. 333-261764-02 and incorporated by
reference herein).

 4.22
 Co-Lender Agreement, dated as of May 5, 2023, by and
between JPMorgan Chase Bank, National Association, as Initial Note A-1 Holder,
JPMorgan Chase Bank, National Association, as Initial Note A-2 Holder, and
Barclays Capital Real Estate Inc., as Initial Note A-3 Holder (filed as Exhibit
4.20 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 reference herein).

 4.23
 Co-Lender Agreement, dated as of March 3, 2023, by and
among Goldman 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-C2 Holder, Goldman Sachs Bank USA, as Initial Note A-1-C3 Holder, Goldman
Sachs Bank USA, as Initial Note A-1-C4 Holder, Deutsche Bank AG, New York
Branch, as Initial Note A-2-S1 Holder, Deutsche Bank AG, New York Branch, as
Initial Note A-2-C1 Holder, Deutsche Bank AG, New York Branch, as Initial Note
A-2-C2 Holder, and Deutsche Bank AG, New York Branch, as Initial Note A-2-C3
Holder (filed as Exhibit 4.21 to the registrant's Current Report on Form 8-K

 4.24
 Co-Lender Agreement, dated as of June 28, 2023, by and
between Bank of Montreal, as Initial Note A-1 Holder, and Bank of Montreal, as
Initial Note A-2 Holder (filed as Exhibit 4.22 to the registrant's Current
Report on Form 8-K filed on August 3, 2023 under Commission File No.

 4.25
 Co-Lender Agreement, dated as of June 30, 2023, by and
between 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 on
August 3, 2023 under Commission File No. 333-261764-02 and incorporated by
reference herein).

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

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

 33.1
National Association, as Master Servicer

 33.2
Servicer

 33.3
as Trustee and Certificate Administrator

 33.4
as Custodian

 33.5
Advisor

 33.6
National Association, as Primary Servicer of the 12800 Culver Boulevard
Mortgage Loan (see Exhibit 33.1)

 33.7
Servicer of the 12800 Culver Boulevard Mortgage Loan (see Exhibit 33.2)

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

 33.9
as Custodian of the 12800 Culver Boulevard Mortgage Loan (see Exhibit 33.4)

 33.10
Advisor of the 12800 Culver Boulevard Mortgage Loan (see Exhibit 33.5)

 33.11
National Association, as Primary Servicer of the Oxmoor Center Mortgage Loan

 33.12
Servicer of the Oxmoor Center Mortgage Loan (see Exhibit 33.2)

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

 33.14
as Custodian of the Oxmoor Center Mortgage Loan (see Exhibit 33.4)

 33.15
Advisor of the Oxmoor Center Mortgage Loan (see Exhibit 33.5)

 33.16
National Association, as Primary Servicer of the Select Parking NYC Portfolio
Mortgage Loan (see Exhibit 33.1)

 33.17
Servicer of the Select Parking NYC Portfolio Mortgage Loan (see Exhibit 33.2)

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

 33.19
as Custodian of the Select Parking NYC Portfolio Mortgage Loan (see Exhibit
33.4)

 33.20
Advisor of the Select Parking NYC Portfolio Mortgage Loan (see Exhibit 33.5)

 33.21
Berkadia Commercial Mortgage LLC, as Primary Servicer of the Scottsdale Fashion

 33.22
of the Scottsdale Fashion Square Mortgage Loan

 33.23
Wilmington Trust, National Association, as Trustee of the Scottsdale Fashion Square

 33.24
as Custodian of the Scottsdale Fashion Square Mortgage Loan (see Exhibit 33.4)

 33.25
Advisor of the Scottsdale Fashion Square Mortgage Loan (see Exhibit 33.5)

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

 33.27
of the Austin Multifamily Portfolio Mortgage Loan

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

 33.29
as Custodian of the Austin Multifamily Portfolio Mortgage Loan (see Exhibit
33.4)

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

 33.31
National Association, as Primary Servicer of the Green Acres Mortgage Loan (see
Exhibit 33.1)

 33.32
of the Green Acres Mortgage Loan (see Exhibit 33.27)

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

 33.34
as Custodian of the Green Acres Mortgage Loan (see Exhibit 33.4)

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

 33.36
National Association, as Primary Servicer of the Harborside 2-3 Mortgage Loan

 33.37
of the Harborside 2-3 Mortgage Loan (see Exhibit 33.27)

 33.38
Computershare Trust Company, National Association, as Trustee of the Harborside
2-3 Mortgage Loan (Omitted. See Explanatory Notes.)

 33.39
as Custodian of the Harborside 2-3 Mortgage Loan (see Exhibit 33.4)

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

 33.41
National Association, as Primary Servicer of the Miracle Mile Mortgage Loan

 33.42
of the Miracle Mile Mortgage Loan (see Exhibit 33.22)

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

 33.44
as Custodian of the Miracle Mile Mortgage Loan (see Exhibit 33.4)

 33.45
Advisor 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

 33.47
CWCapital Asset Management LLC, as Special Servicer of the Queens Crossing

 33.48
Computershare Trust Company, National Association, as Trustee of the Queens
Crossing Mortgage Loan (Omitted. See Explanatory
Notes.)

 33.49
as Custodian of the Queens Crossing Mortgage Loan (see Exhibit 33.4)

 33.50
Advisor of the Queens Crossing Mortgage Loan (see Exhibit 33.5)

 33.51
 Midland Loan Services, a Division of PNC Bank, National
Association, as Primary Servicer of the Back Bay Office Mortgage Loan (see
Exhibit 33.1)

 33.52
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 Bay
Office Mortgage Loan (Omitted. See Explanatory Notes.)

 33.54
as Custodian of the Back Bay Office Mortgage Loan (see Exhibit 33.4)

 33.55
Advisor of the Back Bay Office Mortgage Loan (see Exhibit 33.5)

 33.56
National Association, as Primary Servicer of the Platinum Tower Mortgage Loan

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

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

 33.59
as Custodian of the Platinum Tower Mortgage Loan (see Exhibit 33.4)

 33.60
Advisor of the Platinum Tower Mortgage Loan (see Exhibit 33.5)

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

 33.62
LNR Partners, LLC, as Special Servicer of the One & Two Commerce Square

 33.63
Wilmington Trust, National Association, as Trustee of the One & Two Commerce

 33.64
as Custodian of the One & Two Commerce Square Mortgage Loan (see Exhibit
33.4)

 33.65
Advisor of the One & Two Commerce Square Mortgage Loan (see Exhibit 33.5)

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

 33.67
of the Gateway Center South Mortgage Loan (see Exhibit 33.22)

 33.68
of the Gateway Center South Mortgage Loan (see Exhibit 33.27)

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

 33.70
as Custodian of the Gateway Center South Mortgage Loan (see Exhibit 33.4)

 33.71
of the Gateway Center South Mortgage Loan

 33.72
of The Widener Building Mortgage Loan (see Exhibit 33.22)

 33.73
of The Widener Building Mortgage Loan (see Exhibit 33.27)

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

 33.75
as Custodian of The Widener Building Mortgage Loan (see Exhibit 33.4)

 33.76
of The Widener Building Mortgage Loan (see Exhibit 33.71)

 33.77
of the Riverview Tower Mortgage Loan (see Exhibit 33.22)

 33.78
of the Riverview Tower Mortgage Loan (see Exhibit 33.27)

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

 33.80
as Custodian of the Riverview Tower Mortgage Loan (see Exhibit 33.4)

 33.81
of the Riverview Tower Mortgage Loan (see Exhibit 33.71)

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

 33.83
Servicer of the Heritage Plaza Mortgage Loan (see Exhibit 33.2)

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

 33.85
as Custodian of the Heritage Plaza Mortgage Loan (see Exhibit 33.4)

 33.86
of the Heritage Plaza Mortgage Loan (see Exhibit 33.71)

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

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

 34.1
National Association, as Master Servicer

 34.2
Servicer

 34.3
as Trustee and Certificate Administrator

 34.4
as Custodian

 34.5
Advisor

 34.6
National Association, as Primary Servicer of the 12800 Culver Boulevard
Mortgage Loan (see Exhibit 34.1)

 34.7
Servicer of the 12800 Culver Boulevard Mortgage Loan (see Exhibit 34.2)

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

 34.9
as Custodian of the 12800 Culver Boulevard Mortgage Loan (see Exhibit 34.4)

 34.10
Advisor of the 12800 Culver Boulevard Mortgage Loan (see Exhibit 34.5)

 34.11
National Association, as Primary Servicer of the Oxmoor Center Mortgage Loan

 34.12
Servicer of the Oxmoor Center Mortgage Loan (see Exhibit 34.2)

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

 34.14
as Custodian of the Oxmoor Center Mortgage Loan (see Exhibit 34.4)

 34.15
Advisor of the Oxmoor Center Mortgage Loan (see Exhibit 34.5)

 34.16
National Association, as Primary Servicer of the Select Parking NYC Portfolio
Mortgage Loan (see Exhibit 34.1)

 34.17
Servicer of the Select Parking NYC Portfolio Mortgage Loan (see Exhibit 34.2)

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

 34.19
as Custodian of the Select Parking NYC Portfolio Mortgage Loan (see Exhibit
34.4)

 34.20
Advisor of the Select Parking NYC Portfolio Mortgage Loan (see Exhibit 34.5)

 34.21
Berkadia Commercial Mortgage LLC, as Primary Servicer of the Scottsdale Fashion

 34.22
of the Scottsdale Fashion Square Mortgage Loan

 34.23
Wilmington Trust, National Association, as Trustee of the Scottsdale Fashion

 34.24
as Custodian of the Scottsdale Fashion Square Mortgage Loan (see Exhibit 34.4)

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

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

 34.27
of the Austin Multifamily Portfolio Mortgage Loan

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

 34.29
as Custodian of the Austin Multifamily Portfolio Mortgage Loan (see Exhibit
34.4)

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

 34.31
National Association, as Primary Servicer of the Green Acres Mortgage Loan (see
Exhibit 34.1)

 34.32
of the Green Acres Mortgage Loan (see Exhibit 34.27)

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

 34.34
as Custodian of the Green Acres Mortgage Loan (see Exhibit 34.4)

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

 34.36
National Association, as Primary Servicer of the Harborside 2-3 Mortgage Loan

 34.37
of the Harborside 2-3 Mortgage Loan (see Exhibit 34.27)

 34.38
Computershare Trust Company, National Association, as Trustee of the Harborside
2-3 Mortgage Loan (Omitted. See Explanatory Notes.)

 34.39
as Custodian of the Harborside 2-3 Mortgage Loan (see Exhibit 34.4)

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

 34.41
National Association, as Primary Servicer of the Miracle Mile Mortgage Loan

 34.42
of the Miracle Mile Mortgage Loan (see Exhibit 34.22)

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

 34.44
as Custodian of the Miracle Mile Mortgage Loan (see Exhibit 34.4)

 34.45
Advisor of the Miracle Mile Mortgage Loan (see Exhibit 34.5)

 34.46
National Association, as Primary Servicer of the Queens Crossing Mortgage Loan

 34.47
CWCapital Asset Management LLC, as Special Servicer of the Queens Crossing

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

 34.49
as Custodian of the Queens Crossing Mortgage Loan (see Exhibit 34.4)

 34.50
Advisor of the Queens Crossing Mortgage Loan (see Exhibit 34.5)

 34.51
National Association, as Primary Servicer of the Back Bay Office Mortgage Loan

 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 Bay
Office Mortgage Loan (Omitted. See Explanatory Notes.)

 34.54
as Custodian of the Back Bay Office Mortgage Loan (see Exhibit 34.4)

 34.55
Advisor of the Back Bay Office Mortgage Loan (see Exhibit 34.5)

 34.56
National Association, as Primary Servicer of the Platinum Tower Mortgage Loan

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

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

 34.59
as Custodian of the Platinum Tower Mortgage Loan (see Exhibit 34.4)

 34.60
Advisor of the Platinum Tower Mortgage Loan (see Exhibit 34.5)

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

 34.62
LNR Partners, LLC, as Special Servicer of the One & Two Commerce Square

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

 34.64
as Custodian of the One & Two Commerce Square Mortgage Loan (see Exhibit
34.4)

 34.65
Advisor of the One & Two Commerce Square Mortgage Loan (see Exhibit 34.5)

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

 34.67
of the Gateway Center South Mortgage Loan (see Exhibit 34.22)

 34.68
of the Gateway Center South Mortgage Loan (see Exhibit 34.27)

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

 34.70
as Custodian of the Gateway Center South Mortgage Loan (see Exhibit 34.4)

 34.71
of the Gateway Center South Mortgage Loan

 34.72
of The Widener Building Mortgage Loan (see Exhibit 34.22)

 34.73
of The Widener Building Mortgage Loan (see Exhibit 34.27)

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

 34.75
as Custodian of The Widener Building Mortgage Loan (see Exhibit 34.4)

 34.76
of The Widener Building Mortgage Loan (see Exhibit 34.71)

 34.77
of the Riverview Tower Mortgage Loan (see Exhibit 34.22)

 34.78
of the Riverview Tower Mortgage Loan (see Exhibit 34.27)

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

 34.80
as Custodian of the Riverview Tower Mortgage Loan (see Exhibit 34.4)

 34.81
of the Riverview Tower Mortgage Loan (see Exhibit 34.71)

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

 34.83
Servicer of the Heritage Plaza Mortgage Loan (see Exhibit 34.2)

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

 34.85
as Custodian of the Heritage Plaza Mortgage Loan (see Exhibit 34.4)

 34.86
of the Heritage Plaza Mortgage Loan (see Exhibit 34.71)

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

Servicer compliance statements.

 35.1
National Association, as Master Servicer

 35.2
Servicer

 35.3
as Certificate Administrator

 35.4
National Association, as Primary Servicer of the 12800 Culver Boulevard
Mortgage Loan (see Exhibit 35.1)

 35.5
Servicer of the 12800 Culver Boulevard Mortgage Loan (see Exhibit 35.2)

 35.6
National Association, as Primary Servicer of the Oxmoor Center Mortgage Loan

 35.7
Servicer of the Oxmoor Center Mortgage Loan (see Exhibit 35.2)

 35.8
National Association, as Primary Servicer of the Select Parking NYC Portfolio
Mortgage Loan (see Exhibit 35.1)

 35.9
Servicer of the Select Parking NYC Portfolio Mortgage Loan (see Exhibit 35.2)

 35.10
Berkadia Commercial Mortgage LLC, as Primary Servicer of the Scottsdale Fashion

 35.11
of the Scottsdale Fashion Square Mortgage Loan

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

 35.13
of the Austin Multifamily Portfolio Mortgage Loan

 35.14
National Association, as Primary Servicer of the Green Acres Mortgage Loan (see
Exhibit 35.1)

 35.15
of the Green Acres Mortgage Loan (see Exhibit 35.13)

 35.16
National Association, as Primary Servicer of the Harborside 2-3 Mortgage Loan

 35.17
of the Harborside 2-3 Mortgage Loan (see Exhibit 35.13)

 35.18
National Association, as Primary Servicer of the Miracle Mile Mortgage Loan

 35.19
of the Miracle Mile Mortgage Loan (see Exhibit 35.11)

 35.20
National Association, as Primary Servicer of the Queens Crossing Mortgage Loan

 35.21
CWCapital Asset Management LLC, as Special Servicer of the Queens Crossing

 35.22
National Association, as Primary Servicer of the Back Bay Office Mortgage Loan

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

 35.24
National Association, as Primary Servicer of the Platinum Tower Mortgage Loan

 35.25
K-Star Asset Management LLC, as Special Servicer of the Platinum Tower Mortgage
Loan (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 Square

 35.28
of the Gateway Center South Mortgage Loan (see Exhibit 35.11)

 35.29
of the Gateway Center South Mortgage Loan (see Exhibit 35.13)

 35.30
of The Widener Building Mortgage Loan (see Exhibit 35.11)

 35.31
of The Widener Building Mortgage Loan (see Exhibit 35.13)

 35.32
of the Riverview Tower Mortgage Loan (see Exhibit 35.11)

 35.33
of the Riverview Tower Mortgage Loan (see Exhibit 35.13)

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

 35.35
Servicer of the Heritage Plaza Mortgage Loan (see Exhibit 35.2)

 99.1
2023, between GS Mortgage Securities Corporation II and Goldman Sachs Mortgage
Company (filed as Exhibit 99.1 to the registrant's Current Report on Form 8-K

 99.2
2023, among GS Mortgage Securities Corporation II, Barclays Capital Real Estate
Inc. and Barclays Capital Holdings Inc. (filed as Exhibit 99.2 to the
registrant's Current Report on Form 8-K filed on August 3, 2023 under

 99.3
2023, between GS Mortgage Securities Corporation II and Citi Real Estate Funding
Inc. (filed as Exhibit 99.3 to the registrant's Current Report on Form 8-K

 99.4
2023, between GS Mortgage Securities Corporation II and German American Capital
Corporation (filed as Exhibit 99.4 to the registrant's Current Report on Form
8-K filed on August 3, 2023 under Commission File No. 333-261764-02 and

 99.5
2023, between GS Mortgage Securities Corporation II and Bank of Montreal (filed
as Exhibit 99.5 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 reference
herein).

 99.6
2023, between GS Mortgage Securities Corporation II and JPMorgan Chase Bank,
National Association (filed as Exhibit 99.6 to the registrant's Current Report
on Form 8-K filed on August 3, 2023 under Commission File No. 333-261764-02 and

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

 (c) Not Applicable.

 SIGNATURES

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

 GS Mortgage Securities Corporation
II

(Depositor)

 /s/ Scott
Epperson

 Scott
Epperson, Chief Executive Officer

 (senior officer in charge of
securitization of the depositor)

 Date: March 18, 2024