**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, 2021or**

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

**For the transition period from _____ to _____Commission file number of the issuing entity: 333-226082-10**

**Central Index Key Number of the issuing entity:0001851115**

**Benchmark 2021-B25 Mortgage Trust**

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

** **

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

**GS Mortgage Securities CorporationII**

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

** **

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

**Goldman Sachs Mortgage Company**

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

** **

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

**Citi Real Estate Funding Inc.**

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

** **

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

**German American Capital Corporation**

**(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)** | **35-7287117**

**38-4169445**

**38-4169446**

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

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

**c/o Wells Fargo Bank, 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 and posted on its corporate Web site, if any, every InteractiveData File required to be submitted and posted pursuant to Rule 405 ofRegulation 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 and postsuch files).

Not applicable.

Indicate by check mark if disclosure of delinquent filerspursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated by referencein Part III of this Form 10-K or any amendment to this Form 10-K.   

Not applicable.

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

Large acceleratedfiler        o                                                                                                       Acceleratedfiler                                     o

Non-acceleratedfiler          ⌧  (Do not check ifa smaller reporting company)                          Smaller reporting company                    o

                                                                                                                                                       Emerging growthcompany                    o

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

Indicate by check mark whether the registrant has filed areport on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat prepared or issued its audit report. 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 Amazon Seattle Mortgage Loan, the 1985Marcus Mortgage Loan and the Cabinetworks Portfolio Mortgage Loan, whichconstituted approximately 7.4%, 3.1% and 1.4%, respectively, of the asset poolof the issuing entity as of its cut-off date, are each an asset of the issuingentity and are each part of a loan combination that includes (a) with respectto the Amazon Seattle Mortgage Loan, four other *pari passu* loans and onesubordinate companion loan, each of which are not assets of the issuing entity,(b) with respect to the 1985 Marcus Mortgage Loan, one other *pari passu*loan, which is not an asset of the issuing entity, and (c) with respect to theCabinetworks Portfolio Mortgage Loan, two other *pari passu* loans, whichare not assets of the issuing entity. These loan combinations, including theAmazon Seattle Mortgage Loan, the 1985 Marcus Mortgage Loan and theCabinetworks 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 Phillips Point Mortgage Loan and the JWMarriott Nashville Mortgage Loan, which constituted approximately 4.0% and1.7%, respectively, of the asset pool of the issuing entity as of its cut-offdate.  The Phillips Point Mortgage Loan and the JW Marriott NashvilleMortgage Loan are each an asset of the issuing entity and are each part of a loancombination that includes (a) with respect to the Phillips Point Mortgage Loan,three other *pari passu* loans, which are not assets of the issuing entityand (b) with respect to the JW Marriott Nashville Mortgage Loan, eight other *paripassu* loans, which are not assets of the issuing entity. A *pari passu*portion of each loan combination was securitized in the Benchmark 2021-B23Mortgage Trust transaction, Commission File Number 333-228597-08 (the “Benchmark2021-B23 Transaction”). These loan combinations, including the PhillipsPoint Mortgage Loan and the JW Marriott Nashville Mortgage Loan, are beingserviced and administered pursuant to the pooling and servicing agreement forthe Benchmark 2021-B23 Transaction, which is incorporated by reference asExhibit 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 30 Hudson Yards 67 Mortgage Loan, TheGalleria Office Towers Mortgage Loan, the U.S. Industrial Portfolio VI MortgageLoan, the Boca Office Portfolio Mortgage Loan and the 141 Livingston MortgageLoan, which constituted approximately 2.1%, 2.1%, 1.7%, 1.6% and 1.0%,respectively, of the asset pool of the issuing entity as of its cut-offdate.  The 30 Hudson Yards 67 Mortgage Loan, The Galleria Office TowersMortgage Loan, the U.S. Industrial Portfolio VI Mortgage Loan, the Boca OfficePortfolio Mortgage Loan and the 141 Livingston Mortgage Loan are each an assetof the issuing entity and are each part of a loan combination that includes (a)with respect to the 30 Hudson Yards 67 Mortgage Loan, one other *pari passu*loan, which is not an asset of the issuing entity, (b) with respect to TheGalleria Office Towers Mortgage Loan, one other *pari passu* loan, whichis not an asset of the issuing entity, (c) with respect to the U.S. IndustrialPortfolio VI Mortgage Loan, one other *pari passu* loan, which is not anasset of the issuing entity, (d) with respect to the Boca Office PortfolioMortgage Loan, two other *pari passu* loans, which are not assets of theissuing entity and (e) with respect to the 141 Livingston Mortgage Loan, twoother *pari passu* loans, which are not assets of the issuing entity. Theother *pari passu* portion of each loan combination was securitized in theBenchmark 2021-B24 Mortgage Trust transaction, Commission File Number333-226123-11 (the “Benchmark 2021-B24 Transaction”). These loancombinations, including the 30 Hudson Yards 67 Mortgage Loan, The Galleria OfficeTowers Mortgage Loan, the U.S. Industrial Portfolio VI Mortgage Loan, the BocaOffice Portfolio Mortgage Loan and the 141 Livingston Mortgage Loan, are beingserviced and administered pursuant to the pooling and servicing agreement forthe Benchmark 2021-B24 Transaction, which is incorporated by reference asExhibit 4.3 to this Annual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the 909 Third Avenue Mortgage Loan, whichconstituted approximately 4.1% of the asset pool of the issuing entity as ofits cut-off date.  The 909 Third Avenue Mortgage Loan is an asset of theissuing entity and is part of a loan combination that includes the 909 Third AvenueMortgage Loan, four other *pari passu* loans and three subordinatecompanion loans, which are not assets of the issuing entity. A *pari passu*portion of the loan combination was securitized in the NYC Commercial MortgageTrust 2021-909 transaction (the “NYC 2021-909 Transaction”). This loancombination, including the 909 Third Avenue Mortgage Loan, is being servicedand administered pursuant to the trust and servicing agreement for the NYC2021-909 Transaction, which is incorporated by reference as Exhibit 4.4 to thisAnnual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the Burlingame Point Mortgage Loan, whichconstituted approximately 9.9% of the asset pool of the issuing entity as ofits cut-off date.  The Burlingame Point Mortgage Loan is an asset of theissuing entity and is part of a loan combination that includes the BurlingamePoint Mortgage Loan, thirteen other *pari passu* loans and three subordinatecompanion loans, which are not assets of the issuing entity. A *pari passu*portion of the loan combination was securitized in the BGME Trust 2021-VRtransaction (the “BGME Trust 2021-VR Transaction”). This loancombination, including the Burlingame Point Mortgage Loan, is being servicedand administered pursuant to the trust and servicing agreement for the BGMETrust 2021-VR Transaction, which is incorporated by reference as Exhibit 4.5 tothis Annual Report on Form 10-K.

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

Midland Loan Services, a Divisionof PNC Bank, National Association is the master servicer of the mortgage loansserviced under the Pooling and Servicing Agreement and the primary servicer ofthe Phillips Point Mortgage Loan, the 30 Hudson Yards 67 Mortgage Loan, TheGalleria Office Towers Mortgage Loan, the U.S. Industrial Portfolio VI MortgageLoan, the JW Marriott Nashville Mortgage Loan, the Boca Office PortfolioMortgage Loan and the 141 Livingston Mortgage Loan. As a result, Midland LoanServices, a Division of PNC Bank, 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 Midland Loan Services, aDivision of PNC Bank, National Association in the capacities described aboveare listed in the Exhibit Index.

Wells Fargo Bank, National Association is the custodian ofthe mortgage loans serviced under the Pooling and Servicing Agreement, theBurlingame Point Mortgage Loan, the 30 Hudson Yards 67 Mortgage Loan, The GalleriaOffice Towers Mortgage Loan, the U.S. Industrial Portfolio VI Mortgage Loan,the Boca Office Portfolio Mortgage Loan and the 141 Livingston MortgageLoan.  As a result, Wells Fargo Bank, 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 Wells Fargo Bank,National Association in the capacities described above are listed in theExhibit Index.

Situs Holdings, LLC is the specialservicer of the Amazon Seattle Mortgage Loan and the Burlingame Point MortgageLoan. As a result, Situs Holdings, 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 Situs Holdings, LLC in the capacitiesdescribed above are listed in the Exhibit Index.

Greystone Servicing Company LLC is the special servicer ofthe 30 Hudson Yards 67 Mortgage Loan, The Galleria Office Towers Mortgage Loan,the U.S. Industrial Portfolio VI Mortgage Loan, the Boca Office PortfolioMortgage Loan and the 141 Livingston 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 forGreystone Servicing Company LLC and an accountants’ attestation report pursuantto Item 1122 of Regulation AB because Greystone Servicing Company LLC isservicing more than 5% of the pool assets.  However, the Depositor is notrequired to include in this Annual Report on Form 10-K a servicer compliancestatement pursuant to Item 1123 of Regulation AB of Greystone Servicing CompanyLLC because Greystone Servicing Company LLC is an unaffiliated servicerservicing less than 10% of pool assets. 

CWCapital Asset Management LLC is the special servicer of thePhillips Point Mortgage Loan and the JW Marriott Nashville Mortgage Loan. These mortgage loans constitute more than 5%, but less than 10%, of the poolassets of the issuing entity.  Therefore, the Depositor included in thisAnnual Report on Form 10-K an assessment of compliance with applicableservicing criteria for CWCapital Asset Management LLC and an accountants’attestation report pursuant to Item 1122 of Regulation AB because CWCapitalAsset Management LLC is servicing more than 5% of the pool assets. However, the Depositor is not required to include in this Annual Report on Form10-K a servicer compliance statement pursuant to Item 1123 of Regulation AB ofCWCapital Asset Management LLC because CWCapital Asset Management LLC is anunaffiliated servicer servicing less than 10% of pool assets.

Citibank, N.A. is the custodian of the 909 Third AvenueMortgage Loan, the Phillips Point Mortgage Loan and the JW Marriott NashvilleMortgage Loan.  As a result, Citibank, N.A. is a servicing functionparticipant in the capacities described above, because it is servicing mortgageloans that constituted 5% or more of the assets of the issuing entity as of itscut-off date. The assessments of compliance with applicable servicing criteriaand accountants’ attestation reports delivered by Citibank, N.A. in thecapacities described above are listed in the Exhibit Index, and exclude theservicing criteria set forth in Items 1122(d)(4)(i) and 1122(d)(4)(ii) ofRegulation AB, relating to the maintenance of collateral or security on poolassets as required by the trust and servicing agreement for the NYC 2021-909Transaction and the pooling and servicing agreement for the Benchmark 2021-B23Transaction and the safeguarding of pool assets and related documents asrequired by the trust and servicing agreement for the NYC 2021-909 Transactionand the pooling and servicing agreement for the Benchmark 2021-B23 Transaction,which servicing criteria have been assessed by U.S. Bank National Association,as a servicing function participant, as described below in these ExplanatoryNotes.

Park Bridge Lender Services LLC is the operating advisor ofthe Phillips Point Mortgage Loan, the 30 Hudson Yards 67 Mortgage Loan, TheGalleria Office Towers Mortgage Loan, the U.S. Industrial Portfolio VI MortgageLoan, the JW Marriott Nashville Mortgage Loan, the Boca Office PortfolioMortgage Loan and the 141 Livingston Mortgage Loan.  As a result, ParkBridge Lender Services LLC is a servicing function participant in the capacitiesdescribed above, because it is servicing mortgage loans that constituted 5% ormore of the assets of the issuing entity as of its cut-off date. Theassessments of compliance with applicable servicing criteria and accountants’attestation reports delivered by Park Bridge Lender Services LLC in thecapacities described above are listed in the Exhibit Index.

KeyBank National Association isthe primary servicer and special servicer of the 909 Third Avenue Mortgage Loanand the primary servicer of the Burlingame Point 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 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 KeyBank National Association in the capacities described above arelisted in the Exhibit Index.

Wells Fargo Bank, NationalAssociation acts as trustee of the Amazon Seattle Mortgage Loan, the 1985Marcus Mortgage Loan, the Cabinetworks Portfolio Mortgage Loan, the 30 HudsonYards 67 Mortgage Loan, The Galleria Office Towers Mortgage Loan, the U.S.Industrial Portfolio VI Mortgage Loan, the Boca Office Portfolio Mortgage Loan,the 141 Livingston Mortgage Loan and the Burlingame Point Mortgage Loan. Pursuant to the Pooling and Servicing Agreement, the pooling and servicingagreement for the Benchmark 2021-B24 Transaction and the trust and servicingagreement for the BGME Trust 2021-VR Transaction, the trustee is required toprovide an assessment of compliance with applicable servicing criteria solelywith respect to Item 1122(d)(2)(iii) of Regulation AB (regarding advances offunds or guarantees regarding collections, cash flows or distributions, and anyinterest or other fees charged for such advances, are made, reviewed andapproved as specified in the transaction agreements). However, during thereporting period, the trustee did not perform any servicing function withrespect to the servicing criteria specified in Item 1122(d)(2)(iii) ofRegulation AB.  The master servicer or the special servicer, to the extentrequired, performed the servicing function identified with respect to Item1122(d)(2)(iii) of Regulation AB, and each such party included Item1122(d)(2)(iii) of Regulation AB in the assessment of compliance withapplicable servicing criteria and accountant’s attestation report for thesubject transaction.  As a result, this Annual Report on Form 10-K doesnot include an assessment of compliance with applicable servicing criteria ofthe trustee. One or more other servicers of the Amazon Seattle Mortgage Loan, the1985 Marcus Mortgage Loan, the Cabinetworks Portfolio Mortgage Loan, the 30Hudson Yards 67 Mortgage Loan, The Galleria Office Towers Mortgage Loan, theU.S. Industrial Portfolio VI Mortgage Loan, the Boca Office Portfolio MortgageLoan, the 141 Livingston Mortgage Loan and the Burlingame Point Mortgage Loanhave delivered one or more assessments of compliance with respect to Item1122(d)(2)(iii) of Regulation AB.

Wilmington Trust, NationalAssociation acts as trustee of the Phillips Point Mortgage Loan, the JWMarriott Nashville Mortgage Loan and the 909 Third Avenue Mortgage Loan. Pursuant to the pooling and servicing agreement for the Benchmark 2021-B23Transaction and the trust and servicing agreement for the NYC 2021-909Transaction, 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 feescharged for 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 with applicableservicing criteria of the trustee. One or more other servicers of the PhillipsPoint Mortgage Loan, the JW Marriott Nashville Mortgage Loan and the 909 ThirdAvenue Mortgage Loan have delivered one or more assessments of compliance withrespect to Item 1122(d)(2)(iii) of Regulation AB.

This AnnualReport on Form 10-K includes assessments of compliance with applicableservicing criteria and accountant’s attestation reports from U.S. Bank,National Association. This entity was engaged by Citibank, N.A., as custodianof the 909 Third Avenue Mortgage Loan, the Phillips Point Mortgage Loan and theJW Marriott Nashville Mortgage Loan to perform certain custodial services.These custodial services are servicing functions included within the servicingcriteria set forth in Items 1122(d)(4)(i) and 1122(d)(4)(ii) of Regulation AB.Therefore, under the principles-based definition of “servicer” set forth inItem 1101(j) or Regulation AB that looks to the functions that an entityperforms, this vendor is a “servicer” for the purposes of Item 1122 ofRegulation AB. *See* Compliance and Disclosure Interpretations, Section301.01 (Item 1101(j)).

This Annual Report on Form 10-Kincludes an assessment of compliance with applicable servicing criteria,accountants’ attestation report and servicer compliance statement fromComputershare Trust Company, National Association (“CTCNA”).  CTCNAwas engaged by Wells Fargo Bank, National Association (“Wells Fargo”),in its capacity as certificate administrator and custodian, to perform certainspecified servicing functions identified in the assessment of compliance withapplicable servicing criteria and accountants’ attestation reports.  WellsFargo engaged CTCNA in connection with the sale of Wells Fargo’s corporatetrust services business to CTCNA and its affiliates.  Further, under theprinciples-based definition of “servicer” set forth in Item 1101(j) ofRegulation AB that looks to the functions that an entity performs, this partyis a “servicer” for the purposes of Item 1123 of Regulation AB.  SeeCompliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).

The assessments of compliance withapplicable servicing criteria, accountants’ attestation reports and servicercompliance statements of the certificate administrator of the 30 Hudson Yards67 Mortgage Loan, The Galleria Office Towers Mortgage Loan, the U.S. IndustrialPortfolio VI Mortgage Loan, the Boca Office Portfolio Mortgage Loan, the 141Livingston Mortgage Loan, the Burlingame Point Mortgage Loan, the PhillipsPoint Mortgage Loan, the JW Marriott Nashville Mortgage Loan and the 909 ThirdAvenue Mortgage Loan are omitted from this Annual Report on Form 10-K as thecertificate administrator pursuant to the related pooling and servicingagreement or trust and servicing agreement does not perform any activities thataddress servicing criteria with respect to the issuing entity and because theyare 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 combination that includes the 30 Hudson Yards 67 Mortgage Loan, TheGalleria Office Towers Mortgage Loan, the U.S. Industrial Portfolio VI MortgageLoan, the Boca Office Portfolio Mortgage Loan, the 141 Livingston MortgageLoan, the Phillips Point Mortgage Loan and the JW Marriott Nashville MortgageLoan, the servicer compliance statements of CWCapital Asset Management LLC asspecial servicer of the Phillips Point Mortgage Loan and the JW MarriottNashville Mortgage Loan and Greystone Servicing Company LLC as special servicerof the 30 Hudson Yards 67 Mortgage Loan, The Galleria Office Towers MortgageLoan, the U.S. Industrial Portfolio VI Mortgage Loan, the Boca Office PortfolioMortgage Loan and the 141 Livingston Mortgage Loan, listed on the Exhibit Indexare omitted from this Annual Report on Form 10-K as they are not required byItem 1123 of Regulation AB to be included on this Annual Report on Form 10-Kbecause they are each an unaffiliated party that is not a “servicer” that meetsthe criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB.

**PART I**

**Item 1.  Business.**

Omitted.

**Item 1A.  Risk Factors.**

Omitted.

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

None.

**Item 2.  Properties.**

Omitted.

**Item 3.  Legal Proceedings.**

Omitted.

**Item 4.  Mine Safety Disclosures.**

Not applicable.

**PART II**

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

Omitted.

**Item 6.  Selected Financial Data.**

Omitted.

**Item 7.  Management’s Discussion and Analysis of FinancialCondition 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.

**PART III**

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

Omitted.

**Item 11.  Executive Compensation.**

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

**ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB**

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

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

 

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

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

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

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

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

The registrant knows of no material pending legal proceedinginvolving the trust or any party related to the trust, other than routinelitigation incidental to the duties of those respective parties, and thefollowing, with respect to CWCapital Asset Management LLC, as Special Servicer,and Wells Fargo Bank, National Association, as Trustee, CertificateAdministrator and Custodian.

From time to time, CWCapital Asset Management LLC, a Delawarelimited liability company (“CWCAM”), is a party to lawsuits and otherlegal proceedings as part of its duties as a special servicer (e.g.,enforcement of loan obligations) and/or arising in the ordinary course ofbusiness.  Other than as set forth in the following paragraphs, there arecurrently no legal proceedings pending, and no legal proceedings known to becontemplated by governmental authorities, against CWCAM or of which any of itsproperty is the subject, that are material to the certificateholders.

On December 17, 2015, U.S. Bank National Association, thetrustee under five pooling and servicing agreements for (i) Wachovia BankCommercial Mortgage Trust 2007-C30, (ii) COBALT CMBS Commercial Trust 2007-C2,(iii) Wachovia Bank Commercial Mortgage Trust 2007-C31, (iv) ML-CFC CommercialMortgage Trust 2007-5 and (v) ML-CFC Commercial Mortgage Trust 2007-6 commenceda proceeding with the Second Judicial District Court of Ramsey County,Minnesota (the “State Court”) for a declaratory judgment as to theproper allocation of certain proceeds (“Disputed Proceeds”) received byCWCAM in connection with the sale of the Peter Cooper Village and StuyvesantTown property in New York, New York securing loans held by those trusts. CWCAM was the special servicer of such property.  The petition requeststhe State Court to instruct the trustee, the trust beneficiaries, and any otherinterested parties as to the amount of the Disputed Proceeds, if any, thatconstitute penalty interest and/or the amount of the Disputed Proceeds, if any,that constitute gain-on-sale proceeds, with respect to each trust.  OnFebruary 24, 2016, CWCAM made a limited appearance with the State Court to filea motion to dismiss this proceeding based on lack of jurisdiction, mootness,standing and forum non conveniens.  On July 19, 2016, the State Courtdenied CWCAM’s motion to dismiss.  On July 22, 2016, the action wasremoved to federal court in Minnesota (“Federal Court”).  OnOctober 21, 2016, the Federal Court held a hearing on the motion to transferthe action to the United States District Court for the Southern District of NewYork (“SDNY Court”), a motion to remand to state court and a motion tohear CWCAM’s request for reconsideration of the motion to dismiss.  OnMarch 14, 2017, the Federal Court reserved the determination on the motion tohear CWCAM’s request for reconsideration of the motion to dismiss, denied themotion to remand the matter to state court and granted the motion to transferthe proceeding to the SDNY Court.  Cross motions for judgment on thepleadings were filed but the SDNY Court was unable to decide the case based onthe pleadings and the SDNY Court ordered discovery.  All fact discoverywas completed in December, 2018 and expert discovery was completed on March 15,2019.  The parties submitted cross motions for summary judgment, and onMarch 19, 2020, the SDNY Court entered an opinion andorder in which it granted summary judgment in CWCAM’s favor and held that CWCAMwas entitled to the entire amount of penalty interest and that CWCAM’sdetermination of Yield Maintenance was correct.  In the 127-page opinion,the SDNY Court found for CWCAM on every issue presented by the trustee’spetition, namely, that the funds in dispute constitute penalty interest andyield maintenance, not gain-on-sale proceeds, and that the amount of penaltyinterest and yield maintenance was correctly calculated. An appeal of the SDNYCourt’s decision was taken on April 29, 2020.  Oral argument on the appealoccurred on June 21, 2021. The parties await the decision of the appealscourt.  

On December 1, 2017, a complaint against CWCAM and others wasfiled in the United States District Court for the Southern District of New Yorkstyled as CWCapital Cobalt Vr Ltd. v. CWCapital Investments LLC, et al., No.17-cv-9463 (the “Original Complaint”). The gravamen of theOriginal  Complaint alleged breaches of a contract and fiduciary duties byCWCAM’s affiliate, CWCapital Investments LLC in its capacity as collateralmanager for the collateralized debt obligation transaction involving CWCapitalCobalt Vr, Ltd. In total, there are 14 counts pled in the Original Complaint.Of those 14, 5 claims were asserted against CWCAM for aiding and abettingbreach of fiduciary duty, conversion and unjust enrichment. On May 23, 2018,the Original Complaint was dismissed for lack of subject matterjurisdiction.   On June 28, 2018, CWCapital Cobalt Vr Ltd. filed asubstantially similar complaint in the Supreme Court of the State of New York,County of New York styled as CWCapital Cobalt Vr Ltd. v. CWCapital InvestmentsLLC, et al., Index No. 653277/2018 (the “New Complaint”).  Thegravamen of the New Complaint is the same as the previous complaint filed inthe United State District Court for the Southern District of New York.  Intotal there are 16 counts pled in the New Complaint. Of those 16 counts, 5claims were asserted against CWCAM for aiding and abetting breach of fiduciaryduty, conversion and unjust enrichment, 1 count seeks a declaratory judgementthat the plaintiff has the right to enforce the contracts in question and 1count seeks an injunction requiring the defendants to recognize the plaintiffas the directing holder for the trusts in question. On January 11, 2019, theplaintiff dismissed with prejudice the declaratory judgment and injunctioncounts.  The New Complaint and related summons was not served on thedefendants until July 13, 2018 and July 16, 2018.  The plaintiff’s motionfor a preliminary injunction was denied by the court on July 31, 2018.  OnAugust 3, 2018, the defendants, including CWCAM, filed a motion to dismiss theNew Complaint in its entirety. On August 20, 2019, the court entered an ordergranting defendants’ motion almost in its entirety, dismissing 11 of the 16counts and partially dismissing 2 additional counts.  Of the remainingcounts, 2 are asserted against CWCAM for aiding and abetting breach offiduciary duty and unjust enrichment.  On September 19, 2019, CWCapitalCobalt Vr Ltd. filed a notice of appeal relating to the August 20, 2019dismissal order and on September 26, 2019, filed an amended complaint againstCWCI and CWCAM attempting to address deficiencies relating to certain of theclaims dismissed by the August, 20, 2019 order.  CWCI and CWCAM filed itsMotion to Dismiss the amended complaint on October 28, 2019.  The courtheard argument on the Motion to Dismiss the amended complaint on January 22,2020 and on October 23, 2020, the court granted the motion dismissing theamended claims.  On November 30, 2020, CWCapital Cobalt Vr Ltd filed anotice of appeal relating to the October 23, 2020 dismissal order.  OnApril 27, 2021, the First Department affirmed the dismissal as to claimsagainst CWCAM that were part of the August 20, 2019 dismissal, but reversed thedismissal of two counts for breach of the Collateral Management Agreementagainst CWCI.  CWCI has sought leave to file an appeal of thedecision.  Both requests for leave were denied by the FirstDepartment.  The plaintiff has also sought leave to appeal the dismissalof the claims against CWCAM.  CWCAM believes that it has performed itsobligations under the related pooling and servicing agreements in good faithand the remaining allegations in the New Complaint are without merit.  

On January 24, 2016 PSW NYC LLC commenced a complaint (the“PSW Complaint”) with the Supreme Court of the State of New York, County of NewYork (the “PSW Court”) against Bank of America, N.A. as trustee under thepooling and servicing agreements for Wachovia Bank Commercial Mortgage Trust2007-C30 and COBALT CMBS Commercial Trust 2007-C2, U.S. Bank NationalAssociation as trustee under the pooling and servicing agreements for WachoviaBank Commercial Mortgage Trust 2007-C31, ML-CFC Commercial Mortgage Trust2007-5 and ML-CFC Commercial Mortgage Trust 2007-6 (collectively, the “PSWTrusts”), PCV-M Holdings LLC and CWCapital Asset Management LLC, individuallyand as special servicer for the PSW Trusts (collectively, the “Defendants”)seeking either (a) damages in an amount to be determined by the PSW Court butalleged by the plaintiffs to be approximately $500,000,000 – such amount beingthe amount PSW NYC LLC alleges would have been recovered on certain mezzanineloans (the “PCVST Mezzanine Loans”) related to the Peter Cooper Village andStuyvesant Town property (the “PCVST Property”) in New York City which PSW NYCLLC sold to an entity related to the Defendants pursuant to a settlementagreement related to certain prior litigation (the “2010 Settlement Agreement”)or (b) the rescission of the 2010 Settlement Agreement which would result in,among other things, the rescission of the sale of the PCVST Mezzanine Loans anda claim for certain proceeds from the sale of the PCVST Property. PSW NYC LLCalleges that the Defendants procured the 2010 Settlement Agreement by fraud andfurther that the terms of the 2010 Settlement Agreement were breached by theDefendants. On February 26, 2016, CWCAM

on behalf of itself and the otherDefendants filed a motion to dismiss the PSW Complaint (the “CWCAM Motion toDismiss”). On April 11, 2016, PSW NYC LLC opposed the CWCAM Motion to Dismissand cross-moved for a partial summary judgment on liability regardingallegations of breach of the 2010 Settlement Agreement (the “PSWCross-Motion”). On May 5, 2016, the Defendants subsequently filed its reply andopposition to the PSW Cross-Motion. On August 23, 2016, oral arguments wereprovided to the PSW Court regarding the PSW Complaint, the CWCAM Motion toDismiss and the PSW Cross-Motion and the PSW Court took such arguments underadvisement. On October 31, 2016, the PSW Court issued an order granting theCWCAM Motion to Dismiss, denying the PSW Cross-Motion and dismissing the PSWComplaint with prejudice. Subsequently, PSW NYC LLC filed a notice of appealrelating to such order. On February 21, 2017, PSW NYC LLC filed its appeal andsupporting brief arguing that the PSW Court erred by finding no breach of theassignment agreement and no fraudulent inducement. Oral argument was heard onMay 4, 2017 at which point the court took the arguments under advisement. OnMay 25, 2017, the New York 1st Department appellate court affirmedthe dismissal of all PSW claims and denied a request for leave to appeal to theNew York Court of Appeals on September 12, 2017.  

On March 31, 2016, RAIT Preferred Funding II LTD. (“RAITPreferred Funding”) commenced a complaint (“RAIT Complaint”) withthe Supreme Court of the State of New York, County of New York (the “RAITCourt”), claiming it owns $18,500,000 of a mortgage loan secured by thedevelopment of the One Congress Street Property in Boston, Massachusetts (the “Loan”)and seeking (a) a declaratory judgment stating that RAIT Preferred Funding isthe directing lender under a co-lender agreement dated March 28, 2007 and apooling and servicing agreement dated March 1, 2007 (collectively, the “OperativeAgreements”) and was the directing lender at the time of the impropermodification of the Loan, (b) a declaratory judgment stating that RAITPreferred Funding has the right to terminate the special servicer, (c) monetarydamages for the value of the bonds and fees paid to CWCAM as the specialservicer of the Loan and (d) other things.  On May 17, 2016, CWCAM filed amotion to dismiss the RAIT Complaint (“Motion to Dismiss”) stating thatthe RAIT Complaint did not state a claim and the essential facts of the RAITComplaint are negated by affidavits and evidentiary materials submitted withthe RAIT Complaint.  On June 14, 2016, RAIT Preferred Funding filed aMemorandum of Law in Opposition to the Motion to Dismiss (“Opposition”)stating that the claims in the RAIT Complaint were properly stated.  OnJune 30, 2016, CWCAM filed a reply in support of the Motion to Dismiss and inresponse to the Opposition, stating that each of CWCAM’s arguments is supportedby the express language of the agreements between the parties, the documentaryevidence and New York case law.  On September 30, 2016, RAIT PreferredFunding and CWCAM entered into a confidential Settlement Agreement (the “2016Settlement”), which provides for a stay of the RAIT Preferred Fundinglitigation (the “Litigation Stay”) through August 25, 2017. Pursuant to the terms of the 2016 Settlement, upon satisfaction of a term ofthe 2016 Settlement by August 25, 2017 (or such later date agreed to by theparties), the RAIT Preferred Funding litigation will be dismissed, withprejudice.  On May 19, 2017 the Borrower repaid the Loan in accordancewith the terms of the notes and satisfied the condition to dismissal withprejudice.  RAIT has refused to dismiss the case and is claiming that theB Note should be paid in full.  CWCAM believes that it has performed itsobligations under the Operative Agreements in good faith, and that the actionshould be dismissed with prejudice.  On August 29, 2017, the RAIT Courtgranted leave to RAIT Preferred Funding to amend its complaint.  OnSeptember 20, 2017, RAIT Preferred Funding filed an Amended Complaint (the “RAITAmended Complaint”), which omits its original claims, adds Wells Fargo Bankas a defendant, and seeks (a) specific performance requiring repayment of the$18,500,000 principal amount of the B Note or, in the alternative, monetarydamages, including the $18,500,000 principal amount of the B Note, in an amountto be determined at trial, (b) monetary damages on any fees paid to CWCAM asspecial servicer or Wells Fargo Bank as master servicer in connection with theborrower’s repayment of the Loan, (c) a declaratory judgment that RAITPreferred Funding is entitled to recover the full $18,500,000 principal amountof the B Note, (d) punitive damages against CWCAM, and (e) other things. On October 11, 2017, CWCAM filed a motion to dismiss the RAIT Amended Complaint(“CWCAM Motion to Dismiss Amended Complaint”) stating that the RAITAmended Complaint did not state a claim and the essential facts of the RAITAmended Complaint are negated by the Operative Agreements and other admissibleevidentiary materials.  On November 13, 2017, Wells Fargo Bank filed amotion to dismiss the RAIT Amended Complaint (the “Wells Fargo Motion toDismiss Amended Complaint”) and joined the CWCAM Motion to Dismiss AmendedComplaint.  On January 29, 2018, the court dismissed all claims but forbreach of contract and discovery has commenced.  CWCAM filed a Motion forSummary Judgement on March 18, 2019.   This matter was settled andthe case dismissed on May 15, 2019.  

 

In December 2014, Phoenix LightSF Limited and certain related entities and the National Credit UnionAdministration (NCUA) filed complaints in the United States District Court forthe Southern District of New York against Wells Fargo Bank, alleging claimsagainst Wells Fargo Bank in its capacity as trustee for a number of residentialmortgage-backed securities trusts. Complaints raising similar allegations havebeen filed by Commerzbank AG in the Southern District of New York and by IKBInternational and IKB Deutsche Industriebank in New York state court. In eachcase, the plaintiffs allege that Wells Fargo Bank, as trustee, caused losses toinvestors, and plaintiffs assert causes of action based upon, among otherthings, the trustee’s alleged failure to notify and enforce repurchaseobligations of mortgage loan sellers for purported breaches of representationsand warranties, notify investors of alleged events of default, and abide byappropriate standards of care following alleged events of default. Wells FargoBank previously settled two class action lawsuits with similar allegations thatwere filed in November 2014 and December 2016 by institutional investors in theSouthern District of New York and New York state court, respectively. Inaddition, Park Royal I LLC and Park Royal II LLC have filed complaints in NewYork state court alleging Wells Fargo Bank, N.A., as trustee, failed to takeappropriate actions upon learning of defective mortgage loan documentation. InMarch 2021, the Company entered into an agreement to resolve the case filed bythe NCUA.

 

In addition to the foregoingcases, in August 2014 and August 2015 Nomura Credit & Capital Inc. (“Nomura”)and Natixis Real Estate Holdings, LLC (“Natixis”) filed a total of seventhird-party complaints against Wells Fargo Bank in New York state court. In theunderlying first-party actions, Nomura and Natixis have been sued for alleged breachesof representations and warranties made in connection with residentialmortgage-backed securities sponsored by them. In the third-party actions,Nomura and Natixis allege that Wells Fargo Bank, as master servicer, primaryservicer or securities administrator, failed to notify Nomura and Natixis oftheir own breaches, failed to properly oversee the primary servicers, andfailed to adhere to accepted servicing practices. Natixis additionally allegesthat Wells Fargo Bank failed to perform default oversight duties. Wells FargoBank has asserted counterclaims alleging that Nomura and Natixis failed toprovide Wells Fargo Bank notice of their representation and warranty breaches.

 

With respect to each of the foregoing litigations, WellsFargo Bank believes plaintiffs' claims are without merit and intends to contestthe claims vigorously, but there can be no assurances as to the outcome of thelitigations or the possible impact of the litigations on Wells Fargo Bank orthe related RMBS trusts.

**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 April 29, 2021 pursuant to Rule 424(b)(2).

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

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

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the Phillips Point Mortgage Loan andthe JW Marriott Nashville Mortgage Loan, which are being serviced andadministered pursuant to the pooling and servicing agreement for the Benchmark2021-B23 Transaction, are attached hereto under Item 15 to this Annual Reporton Form 10-K. Attached as Exhibit O to the pooling and servicing agreement forthe Benchmark 2021-B23 Transaction incorporated by reference as Exhibit 4.2 tothis Annual Report on Form 10-K is a chart identifying the entitiesparticipating in a servicing function for the Benchmark 2021-B23 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 30 Hudson Yards 67 Mortgage Loan,The Galleria Office Towers Mortgage Loan, the U.S. Industrial Portfolio VIMortgage Loan, the Boca Office Portfolio Mortgage Loan and the 141 LivingstonMortgage Loan, which are being serviced and administered pursuant to thepooling and servicing agreement for the Benchmark 2021-B24 Transaction, areattached hereto under Item 15 to this Annual Report on Form 10-K. Attached asExhibit AA to the pooling and servicing agreement for the Benchmark 2021-B24Transaction incorporated by reference as Exhibit 4.3 to this Annual Report onForm 10-K is a chart identifying the entities participating in a servicingfunction for the Benchmark 2021-B24 Transaction responsible for each applicableservicing 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 909 Third Avenue Mortgage Loan,which is being serviced and administered pursuant to the trust and servicingagreement for the NYC 2021-909 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 NYC 2021-909 Transaction incorporated by referenceas Exhibit 4.4 to this Annual Report on Form 10-K is a chart identifying theentities participating in a servicing function for the NYC 2021-909 Transactionresponsible for each applicable servicing criteria set forth in Item 1122(d).

The reports on assessments of compliance with the servicing criteriafor asset-backed securities and related attestation reports on such assessmentsof compliance with respect to the Burlingame Point Mortgage Loan, which isbeing serviced and administered pursuant to the trust and servicing agreementfor the BGME Trust 2021-VR Transaction, are attached hereto under Item 15 tothis Annual Report on Form 10-K. Attached as Exhibit L to the trust andservicing agreement for the BGME Trust 2021-VR 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 BGMETrust 2021-VR Transaction responsible for each applicable servicing criteriaset forth 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. Exhibits, 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 April 1,2021, among GS Mortgage Securities Corporation II, as Depositor, Midland LoanServices, a Division of PNC Bank, National Association, as Master Servicer,Rialto Capital Advisors, LLC, as General Special Servicer, Situs Holdings, LLC,as Amazon Seattle Special Servicer, Wells Fargo Bank, National Association, asCertificate Administrator and as Trustee, and Pentalpha Surveillance LLC, asOperating Advisor and as Asset Representations Reviewer (filed as Exhibit 4.1to the registrant’s Current Report on Form 8-K filed on April 29, 2021 underCommission File No. 333-226082-10 and incorporated by reference herein).

4.2          Pooling and Servicing Agreement, dated as of February 1,2021, among Citigroup Commercial Mortgage Securities Inc., as Depositor,Midland Loan Services, a Division of PNC Bank, National Association, as MasterServicer, CWCapital Asset Management LLC, as a Special Servicer, KeyBankNational Association, solely with respect to the 360 Spear Loan Combination, asa Special Servicer, Situs Holdings, LLC, solely with respect to the PittockBlock Loan Combination, as a Special Servicer, Park Bridge Lender Services LLC,as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., asCertificate Administrator, and Wilmington Trust, National Association, asTrustee (filed as Exhibit 4.4 to the registrant’s Current Report on Form 8-Kfiled on April 29, 2021 under Commission File No. 333-226082-10 andincorporated by reference herein).

4.3          Pooling and Servicing Agreement, dated as of March 1,2021, between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,Midland Loan Services, a Division of PNC Bank, National Association, as MasterServicer, Greystone Servicing Company LLC, as Special Servicer, Wells FargoBank, National Association, as Certificate Administrator, Wells Fargo Bank,National Association, as Trustee, and Park Bridge Lender Services LLC, asOperating Advisor and as Asset Representations Reviewer (filed as Exhibit 4.5to the registrant’s Current Report on Form 8-K filed on April 29, 2021 underCommission File No. 333-226082-10 and incorporated by reference herein).

4.4          Trust and Servicing Agreement, dated as of April 6, 2021,among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBankNational Association, as Servicer, KeyBank National Association, as SpecialServicer, Wilmington Trust, National Association, as Trustee, and Citibank,N.A., as Certificate Administrator (filed as Exhibit 4.3 to the registrant’sCurrent Report on Form 8-K filed on April 29, 2021 under Commission File No.333-226082-10 and incorporated by reference herein).

4.5          Trust and Servicing Agreement, dated as of April 21,2021, among GS Mortgage Securities Corporation II, as Depositor, KeyBankNational Association, as Servicer, Situs Holdings, LLC, as Special Servicer,Wells Fargo Bank, National Association, as Trustee, Certificate Administratorand Custodian, and Pentalpha Surveillance LLC, as Operating Advisor (filed asExhibit 4.2 to the registrant’s Current Report on Form 8-K filed on April 29,2021 under Commission File No. 333-226082-10 and incorporated by reference herein).

4.6          Co-Lender Agreement, dated as of April 21, 2021, by andamong Goldman Sachs Bank USA, as Initial Note A-1 Holder, Initial Note A-1-C-1– Note A-1-C-5 Holder, Initial Note B-1 Holder and Initial Agent, DBRInvestments Co. Limited, as Initial Note A-2 Holder, Initial Note A-2-C-1 –Note A-2-C-5 Holder and Initial Note B-2 Holder, and JPMorgan Chase Bank,National Association, as Initial Note A-3 Holder, Initial Note A-3-C-1 – NoteA-3-C-5 Holder and Initial Note B-3 Holder (filed as Exhibit 4.6 to theregistrant’s Current Report on Form 8-K filed on April 29, 2021 underCommission File No. 333-226082-10 and incorporated by reference herein).

4.7          Agreement Between Noteholders, dated as of April 29,2021, by and between DBR Investments Co. Limited, as Initial Note A Holder andInitial Agent and DBR Investments Co. Limited, as Initial Note B Holder (filedas Exhibit 4.7 to the registrant’s Current Report on Form 8-K filed on April29, 2021 under Commission File No. 333-226082-10 and incorporated by referenceherein).

4.8          Intercreditor Agreement, dated as of April 29, 2021, byand among DBR Investments Co. Limited, as Initial Note A-1 Holder and InitialAgent, DBR Investments Co. Limited, as Initial Note A-2 Holder, DBR InvestmentsCo. Limited, as Initial Note A-3 Holder, DBR Investments Co. Limited, asInitial Note A-4 Holder, DBR Investments Co. Limited, as Initial Note A-5Holder, and DBR Investments Co. Limited, as Initial Note B Holder (filed asExhibit 4.8 to the registrant’s Current Report on Form 8-K filed on April 29,2021 under Commission File No. 333-226082-10 and incorporated by referenceherein).

4.9          Agreement Between Noteholders, dated as of April 6, 2021,by and among Citi Real Estate Funding Inc., as Initial Note A-1 Holder, InitialNote A-4 Holder and Initial Agent, Bank of America, N.A., as Initial Note A-2Holder and Initial Note A-5 Holder, BMO Harris Bank N.A., as Initial Note A-3Holder, Citi Real Estate Funding Inc., as Initial Note B-1 Holder, Bank ofAmerica, N.A., as Initial Note B-2 Holder, and BMO Harris Bank N.A., as InitialNote B-3 Holder (filed as Exhibit 4.9 to the registrant’s Current Report onForm 8-K filed on April 29, 2021 under Commission File No. 333-226082-10 andincorporated by reference herein).

4.10        Agreement Between Noteholders, dated as of February 18,2021, by and among Goldman Sachs Bank USA, as Initial Note A-1 Holder and asInitial Agent, Goldman Sachs Bank USA, as Initial Note A-2 Holder, GoldmanSachs Bank USA, as Initial Note A-3 Holder, and Goldman Sachs Bank USA, asInitial Note A-4 Holder (filed as Exhibit 4.10 to the registrant’s CurrentReport on Form 8-K filed on April 29, 2021 under Commission File No.333-226082-10 and incorporated by reference herein).

4.11        Agreement Between Noteholders, dated as of April 29,2021, by and among Goldman Sachs Bank USA, as Initial Note A-1 Holder and asInitial Agent, and Goldman Sachs Bank USA, as Initial Note A-2 Holder (filed asExhibit 4.11 to the registrant’s Current Report on Form 8-K filed on April 29,2021 under Commission File No. 333-226082-10 and incorporated by referenceherein).

4.12        Co-Lender Agreement, dated as of March 24, 2021, 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 4.12 to the registrant’s Current Report on Form 8-K filed onApril 29, 2021 under Commission File No. 333-226082-10 and incorporated byreference herein).

4.13        Co-Lender Agreement, dated as of February 17, 2021, byand among Citi Real Estate Funding Inc., as Initial Note A-1 Holder, Citi RealEstate Funding Inc., as Initial Note A-2 Holder, JPMorgan Chase Bank, NationalAssociation, as Initial Note A-3 Holder, and JPMorgan Chase Bank, NationalAssociation, as Initial Note A-4 Holder (filed as Exhibit 4.13 to theregistrant’s Current Report on Form 8-K filed on April 29, 2021 underCommission File No. 333-226082-10 and incorporated by reference herein).

4.14        Agreement Between Noteholders, dated as of March 24,2021, by and among Goldman Sachs Bank USA, as Initial Note A-1 Holder and asInitial Agent, and Goldman Sachs Bank USA, as Initial Note A-2 Holder (filed asExhibit 4.14 to the registrant’s Current Report on Form 8-K filed on April 29,2021 under Commission File No. 333-226082-10 and incorporated by referenceherein).

4.15        Agreement Between Noteholders, dated as of November 30,2020, by and among Goldman Sachs Bank USA, as Initial Note A-1 Holder andInitial Agent, Goldman Sachs Bank USA, as Initial Note A-2 Holder, GoldmanSachs Bank USA, as Initial Note A-3 Holder, Goldman Sachs Bank USA, as InitialNote A-4 Holder, Goldman Sachs Bank USA, as Initial Note A-5 Holder, GoldmanSachs Bank USA, as Initial Note A-6 Holder, Goldman Sachs Bank USA, as InitialNote A-7 Holder, Goldman Sachs Bank USA, as Initial Note A-8 Holder, andGoldman Sachs Bank USA, as Initial Note A-9 Holder (filed as Exhibit 4.15 tothe registrant’s Current Report on Form 8-K filed on April 29, 2021 underCommission File No. 333-226082-10 and incorporated by reference herein).

4.16        Agreement Between Noteholders, dated as of February 17,2021, by and between Citi Real Estate Funding  Inc., as Initial Note A-1Holder, Citi Real Estate Funding Inc., as Initial Note A-2 Holder, and Bank ofAmerica, N.A., as Initial Note A-3 Holder (filed as Exhibit 4.16 to theregistrant’s Current Report on Form 8-K filed on April 29, 2021 underCommission File No. 333-226082-10 and incorporated by reference herein).

4.17        Agreement Between Noteholders, dated as of December 29,2020, by and among Goldman Sachs Bank USA, as Initial Note A-1 Holder andInitial Agent, Goldman Sachs Bank USA, as Initial Note A-2 Holder, and GoldmanSachs Bank USA, as Initial Note A-3 Holder (filed as Exhibit 4.17 to theregistrant’s Current Report on Form 8-K filed on April 29, 2021 underCommission File No. 333-226082-10 and incorporated by reference herein).

4.18        Amended and Restated Co-Lender Agreement, dated as ofApril 9, 2021, by and between Wells Fargo Bank, National Association, asTrustee for the Benefit of the Registered Holders of Benchmark 2021-B24Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24,and the RR Interest Owners, as Initial Note A-1 Holder, Citi Real EstateFunding Inc., as Initial Note A-2-1 Holder, and Citi Real Estate Funding Inc.,as Initial Note A-2-2 Holder (filed as Exhibit 4.18 to the registrant’s CurrentReport on Form 8-K filed on April 29, 2021 under Commission File No. 333-226082-10and incorporated by reference herein).

4.19        Agreement Between Noteholders, dated as of April 6, 2021,by and between Goldman Sachs Bank USA, as Initial Senior Noteholder and asInitial Agent, and Goldman Sachs Bank USA, as Initial Junior Noteholder (filedas Exhibit 4.19 to the registrant’s Current Report on Form 8-K filed on April29, 2021 under Commission File No. 333-226082-10 and incorporated by referenceherein).

 

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        Rialto Capital Advisors, LLC, as General SpecialServicer

33.3        Situs Holdings, LLC, as Amazon Seattle SpecialServicer

33.4        Wells Fargo Bank, National Association, as Trusteeand Certificate Administrator

33.5        Wells Fargo Bank, National Association, asCustodian

33.6        Pentalpha Surveillance LLC, as Operating Advisor

33.7        Computershare Trust Company, National Association,as Servicing Function Participant for the Trustee and Certificate Administratoron and after November 1, 2021

33.8        Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021

33.9        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Amazon Seattle Mortgage Loan(see Exhibit 33.1)

33.10      Situs Holdings, LLC, as Special Servicer of theAmazon Seattle Mortgage Loan (see Exhibit 33.3)

33.11      Wells Fargo Bank, National Association, as Trustee of the Amazon SeattleMortgage Loan (Omitted. See Explanatory Notes.)

33.12      Wells Fargo Bank, National Association, asCustodian of the Amazon Seattle Mortgage Loan (see Exhibit 33.5)

33.13      Pentalpha Surveillance LLC, as Operating Advisor ofthe Amazon Seattle Mortgage Loan (see Exhibit 33.6)

33.14      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 33.8)

33.15      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 1985 Marcus Mortgage Loan (seeExhibit 33.1)

33.16      Rialto Capital Advisors, LLC, as Special Servicerof the 1985 Marcus Mortgage Loan (see Exhibit 33.2)

33.17      Wells Fargo Bank, National Association, as Trustee of the 1985 Marcus MortgageLoan (Omitted. See Explanatory Notes.)

33.18      Wells Fargo Bank, National Association, asCustodian of the 1985 Marcus Mortgage Loan (see Exhibit 33.5)

33.19      Pentalpha Surveillance LLC, as Operating Advisor ofthe 1985 Marcus Mortgage Loan (see Exhibit 33.6)

33.20      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 33.8)

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

33.22      Rialto Capital Advisors, LLC, as Special Servicerof the Cabinetworks Portfolio Mortgage Loan (see Exhibit 33.2)

33.23      Wells Fargo Bank, National Association, as Trustee of the CabinetworksPortfolio Mortgage Loan (Omitted. See Explanatory Notes.)

33.24      Wells Fargo Bank, National Association, asCustodian of the Cabinetworks Portfolio Mortgage Loan (see Exhibit 33.5)

33.25      Pentalpha Surveillance LLC, as Operating Advisor ofthe Cabinetworks Portfolio Mortgage Loan (see Exhibit 33.6)

33.26      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 33.8)

33.27      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Phillips Point Mortgage Loan(see Exhibit 33.1)

33.28      CWCapital Asset Management LLC, as SpecialServicer of the Phillips Point Mortgage Loan

33.29      Wilmington Trust, National Association, as Trustee of the Phillips PointMortgage Loan (Omitted. See Explanatory Notes.)

33.30      Citibank, N.A., as Custodian of the Phillips PointMortgage Loan

33.31      Park Bridge Lender Services LLC, as OperatingAdvisor of the Phillips Point Mortgage Loan

33.32      U.S. Bank National Association, as ServicingFunction Participant of the Phillips Point Mortgage Loan

33.33      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the JW Marriott Nashville MortgageLoan (see Exhibit 33.1)

33.34      CWCapital Asset Management LLC, as SpecialServicer of the JW Marriott Nashville Mortgage Loan (see Exhibit 33.28)

33.35      Wilmington Trust, National Association, as Trustee of the JW Marriott NashvilleMortgage Loan (Omitted. See Explanatory Notes.)

33.36      Citibank, N.A., as Custodian of the JW MarriottNashville Mortgage Loan (see Exhibit 33.30)

33.37      Park Bridge Lender Services LLC, as Operating Advisorof the JW Marriott Nashville Mortgage Loan (see Exhibit 33.31)

33.38      U.S. Bank National Association, as ServicingFunction Participant of the JW Marriott Nashville Mortgage Loan (see Exhibit33.32)

33.39      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 30 Hudson Yards 67 MortgageLoan (see Exhibit 33.1)

33.40      Greystone Servicing Company LLC, as SpecialServicer of the 30 Hudson Yards 67 Mortgage Loan

33.41      Wells Fargo Bank, National Association, as Trustee of the 30 Hudson Yards 67Mortgage Loan (Omitted. See Explanatory Notes.)

33.42      Wells Fargo Bank, National Association, asCustodian of the 30 Hudson Yards 67 Mortgage Loan (see Exhibit 33.5)

33.43      Park Bridge Lender Services LLC, as OperatingAdvisor of the 30 Hudson Yards 67 Mortgage Loan (see Exhibit 33.31)

33.44      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 33.8)

33.45      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of The Galleria Office TowersMortgage Loan (see Exhibit 33.1)

33.46      Greystone Servicing Company LLC, as Special Servicerof The Galleria Office Towers Mortgage Loan (see Exhibit 33.40)

33.47      Wells Fargo Bank, National Association, as Trustee of The Galleria OfficeTowers Mortgage Loan (Omitted. See Explanatory Notes.)

33.48      Wells Fargo Bank, National Association, asCustodian of The Galleria Office Towers Mortgage Loan (see Exhibit 33.5)

33.49      Park Bridge Lender Services LLC, as OperatingAdvisor of The Galleria Office Towers Mortgage Loan (see Exhibit 33.31)

33.50      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 33.8)

33.51      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the U.S. Industrial Portfolio VIMortgage Loan (see Exhibit 33.1)

33.52      Greystone Servicing Company LLC, as SpecialServicer of the U.S. Industrial Portfolio VI Mortgage Loan (see Exhibit 33.40)

33.53      Wells Fargo Bank, National Association, as Trustee of the U.S. IndustrialPortfolio VI Mortgage Loan (Omitted. See Explanatory Notes.)

33.54      Wells Fargo Bank, National Association, asCustodian of the U.S. Industrial Portfolio VI Mortgage Loan (see Exhibit 33.5)

33.55      Park Bridge Lender Services LLC, as OperatingAdvisor of the U.S. Industrial Portfolio VI Mortgage Loan (see Exhibit 33.31)

33.56      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 33.8)

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

33.58      Greystone Servicing Company LLC, as SpecialServicer of the Boca Office Portfolio Mortgage Loan (see Exhibit 33.40)

33.59      Wells Fargo Bank, National Association, as Trustee of the Boca Office PortfolioMortgage Loan (Omitted. See Explanatory Notes.)

33.60      Wells Fargo Bank, National Association, asCustodian of the Boca Office Portfolio Mortgage Loan (see Exhibit 33.5)

33.61      Park Bridge Lender Services LLC, as OperatingAdvisor of the Boca Office Portfolio Mortgage Loan (see Exhibit 33.31)

33.62      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 33.8)

33.63      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 141 Livingston Mortgage Loan(see Exhibit 33.1)

33.64      Greystone Servicing Company LLC, as SpecialServicer of the 141 Livingston Mortgage Loan (see Exhibit 33.40)

33.65      Wells Fargo Bank, National Association, as Trustee of the 141 LivingstonMortgage Loan (Omitted. See Explanatory Notes.)

33.66      Wells Fargo Bank, National Association, asCustodian of the 141 Livingston Mortgage Loan (see Exhibit 33.5)

33.67      Park Bridge Lender Services LLC, as OperatingAdvisor of the 141 Livingston Mortgage Loan (see Exhibit 33.31)

33.68      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 33.8)

33.69      KeyBank National Association, as Primary Servicerof the 909 Third Avenue Mortgage Loan

33.70      KeyBank National Association, as Special Servicerof the 909 Third Avenue Mortgage Loan (see Exhibit 33.69)

33.71      Wilmington Trust, National Association, as Trustee of the 909 Third AvenueMortgage Loan (Omitted. See Explanatory Notes.)

33.72      Citibank, N.A., as Custodian of the 909 ThirdAvenue Mortgage Loan (see Exhibit 33.30)

33.73      U.S. Bank National Association, as ServicingFunction Participant of the 909 Third Avenue Mortgage Loan (see Exhibit 33.32)

33.74      KeyBank National Association, as Primary Servicerof the Burlingame Point Mortgage Loan (see Exhibit 33.69)

33.75      Situs Holdings, LLC, as Special Servicer of theBurlingame Point Mortgage Loan (see Exhibit 33.3)

33.76      Wells Fargo Bank, National Association, as Trustee of the Burlingame PointMortgage Loan (Omitted. See Explanatory Notes.)

33.77      Wells Fargo Bank, National Association, as Custodianof the Burlingame Point Mortgage Loan (see Exhibit 33.5)

33.78      Pentalpha Surveillance LLC, as Operating Advisor ofthe Burlingame Point Mortgage Loan (see Exhibit 33.6)

33.79      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 33.8)

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        Rialto Capital Advisors, LLC, as General SpecialServicer

34.3        Situs Holdings, LLC, as Amazon Seattle SpecialServicer

34.4        Wells Fargo Bank, National Association, as Trusteeand Certificate Administrator

34.5        Wells Fargo Bank, National Association, asCustodian

34.6        Pentalpha Surveillance LLC, as Operating Advisor

34.7        Computershare Trust Company, National Association,as Servicing Function Participant for the Trustee and Certificate Administratoron and after November 1, 2021

34.8        Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021

34.9        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Amazon Seattle Mortgage Loan(see Exhibit 34.1)

34.10      Situs Holdings, LLC, as Special Servicer of theAmazon Seattle Mortgage Loan (see Exhibit 34.3)

34.11      Wells Fargo Bank, National Association, as Trustee of the Amazon SeattleMortgage Loan (Omitted. See Explanatory Notes.)

34.12      Wells Fargo Bank, National Association, asCustodian of the Amazon Seattle Mortgage Loan (see Exhibit 34.5)

34.13      Pentalpha Surveillance LLC, as Operating Advisor ofthe Amazon Seattle Mortgage Loan (see Exhibit 34.6)

34.14      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 34.8)

34.15      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 1985 Marcus Mortgage Loan (seeExhibit 34.1)

34.16      Rialto Capital Advisors, LLC, as Special Servicerof the 1985 Marcus Mortgage Loan (see Exhibit 34.2)

34.17      Wells Fargo Bank, National Association, as Trustee of the 1985 Marcus MortgageLoan (Omitted. See Explanatory Notes.)

34.18      Wells Fargo Bank, National Association, asCustodian of the 1985 Marcus Mortgage Loan (see Exhibit 34.5)

34.19      Pentalpha Surveillance LLC, as Operating Advisor ofthe 1985 Marcus Mortgage Loan (see Exhibit 34.6)

34.20      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 34.8)

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

34.22      Rialto Capital Advisors, LLC, as Special Servicerof the Cabinetworks Portfolio Mortgage Loan (see Exhibit 34.2)

34.23      Wells Fargo Bank, National Association, as Trustee of the CabinetworksPortfolio Mortgage Loan (Omitted. See Explanatory Notes.)

34.24      Wells Fargo Bank, National Association, asCustodian of the Cabinetworks Portfolio Mortgage Loan (see Exhibit 34.5)

34.25      Pentalpha Surveillance LLC, as Operating Advisor ofthe Cabinetworks Portfolio Mortgage Loan (see Exhibit 34.6)

34.26      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 34.8)

34.27      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Phillips Point Mortgage Loan(see Exhibit 34.1)

34.28      CWCapital Asset Management LLC, as SpecialServicer of the Phillips Point Mortgage Loan

34.29      Wilmington Trust, National Association, as Trustee of the Phillips PointMortgage Loan (Omitted. See Explanatory Notes.)

34.30      Citibank, N.A., as Custodian of the Phillips PointMortgage Loan

34.31      Park Bridge Lender Services LLC, as OperatingAdvisor of the Phillips Point Mortgage Loan

34.32      U.S. Bank National Association, as ServicingFunction Participant of the Phillips Point Mortgage Loan

34.33      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the JW Marriott Nashville MortgageLoan (see Exhibit 34.1)

34.34      CWCapital Asset Management LLC, as SpecialServicer of the JW Marriott Nashville Mortgage Loan (see Exhibit 34.28)

34.35      Wilmington Trust, National Association, as Trustee of the JW Marriott NashvilleMortgage Loan (Omitted. See Explanatory Notes.)

34.36      Citibank, N.A., as Custodian of the JW MarriottNashville Mortgage Loan (see Exhibit 34.30)

34.37      Park Bridge Lender Services LLC, as OperatingAdvisor of the JW Marriott Nashville Mortgage Loan (see Exhibit 34.31)

34.38      U.S. Bank National Association, as ServicingFunction Participant of the JW Marriott Nashville Mortgage Loan (see Exhibit34.32)

34.39      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 30 Hudson Yards 67 MortgageLoan (see Exhibit 34.1)

34.40      Greystone Servicing Company LLC, as SpecialServicer of the 30 Hudson Yards 67 Mortgage Loan

34.41      Wells Fargo Bank, National Association, as Trustee of the 30 Hudson Yards 67Mortgage Loan (Omitted. See Explanatory Notes.)

34.42      Wells Fargo Bank, National Association, asCustodian of the 30 Hudson Yards 67 Mortgage Loan (see Exhibit 34.5)

34.43      Park Bridge Lender Services LLC, as OperatingAdvisor of the 30 Hudson Yards 67 Mortgage Loan (see Exhibit 34.31)

34.44      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 34.8)

34.45      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of The Galleria Office TowersMortgage Loan (see Exhibit 34.1)

34.46      Greystone Servicing Company LLC, as SpecialServicer of The Galleria Office Towers Mortgage Loan (see Exhibit 34.40)

34.47      Wells Fargo Bank, National Association, as Trustee of The Galleria OfficeTowers Mortgage Loan (Omitted. See Explanatory Notes.)

34.48      Wells Fargo Bank, National Association, asCustodian of The Galleria Office Towers Mortgage Loan (see Exhibit 34.5)

34.49      Park Bridge Lender Services LLC, as OperatingAdvisor of The Galleria Office Towers Mortgage Loan (see Exhibit 34.31)

34.50      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 34.8)

34.51      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the U.S. Industrial Portfolio VIMortgage Loan (see Exhibit 34.1)

34.52      Greystone Servicing Company LLC, as SpecialServicer of the U.S. Industrial Portfolio VI Mortgage Loan (see Exhibit 34.40)

34.53      Wells Fargo Bank, National Association, as Trustee of the U.S. IndustrialPortfolio VI Mortgage Loan (Omitted. See Explanatory Notes.)

34.54      Wells Fargo Bank, National Association, asCustodian of the U.S. Industrial Portfolio VI Mortgage Loan (see Exhibit 34.5)

34.55      Park Bridge Lender Services LLC, as OperatingAdvisor of the U.S. Industrial Portfolio VI Mortgage Loan (see Exhibit 34.31)

34.56      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 34.8)

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

34.58      Greystone Servicing Company LLC, as SpecialServicer of the Boca Office Portfolio Mortgage Loan (see Exhibit 34.40)

34.59      Wells Fargo Bank, National Association, as Trustee of the Boca Office PortfolioMortgage Loan (Omitted. See Explanatory Notes.)

34.60      Wells Fargo Bank, National Association, asCustodian of the Boca Office Portfolio Mortgage Loan (see Exhibit 34.5)

34.61      Park Bridge Lender Services LLC, as OperatingAdvisor of the Boca Office Portfolio Mortgage Loan (see Exhibit 34.31)

34.62      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 34.8)

34.63      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 141 Livingston Mortgage Loan(see Exhibit 34.1)

34.64      Greystone Servicing Company LLC, as SpecialServicer of the 141 Livingston Mortgage Loan (see Exhibit 34.40)

34.65      Wells Fargo Bank, National Association, as Trustee of the 141 LivingstonMortgage Loan (Omitted. See Explanatory Notes.)

34.66      Wells Fargo Bank, National Association, asCustodian of the 141 Livingston Mortgage Loan (see Exhibit 34.5)

34.67      Park Bridge Lender Services LLC, as OperatingAdvisor of the 141 Livingston Mortgage Loan (see Exhibit 34.31)

34.68      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 34.8)

34.69      KeyBank National Association, as Primary Servicerof the 909 Third Avenue Mortgage Loan

34.70      KeyBank National Association, as Special Servicerof the 909 Third Avenue Mortgage Loan (see Exhibit 34.69)

34.71      Wilmington Trust, National Association, as Trustee of the 909 Third AvenueMortgage Loan (Omitted. See Explanatory Notes.)

34.72      Citibank, N.A., as Custodian of the 909 ThirdAvenue Mortgage Loan (see Exhibit 34.30)

34.73      U.S. Bank National Association, as ServicingFunction Participant of the 909 Third Avenue Mortgage Loan (see Exhibit 34.32)

34.74      KeyBank National Association, as Primary Servicerof the Burlingame Point Mortgage Loan (see Exhibit 34.69)

34.75      Situs Holdings, LLC, as Special Servicer of theBurlingame Point Mortgage Loan (see Exhibit 34.3)

34.76      Wells Fargo Bank, National Association, as Trustee of the Burlingame PointMortgage Loan (Omitted. See Explanatory Notes.)

34.77      Wells Fargo Bank, National Association, as Custodianof the Burlingame Point Mortgage Loan (see Exhibit 34.5)

34.78      Pentalpha Surveillance LLC, as Operating Advisor ofthe Burlingame Point Mortgage Loan (see Exhibit 34.6)

34.79      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 34.8)

35           Servicer compliance statements.

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

35.2        Rialto Capital Advisors, LLC, as General SpecialServicer

35.3        Situs Holdings, LLC, as Amazon Seattle SpecialServicer

35.4        Wells Fargo Bank, National Association, asCertificate Administrator

35.5        Computershare Trust Company, National Association,as Servicing Function Participant for the Certificate Administrator on andafter November 1, 2021

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

35.7        Situs Holdings, LLC, as Special Servicer of theAmazon Seattle Mortgage Loan (see Exhibit 35.3)

35.8        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 1985 Marcus Mortgage Loan (seeExhibit 35.1)

35.9        Rialto Capital Advisors, LLC, as Special Servicerof the 1985 Marcus Mortgage Loan (see Exhibit 35.2)

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

35.11      Rialto Capital Advisors, LLC, as Special Servicerof the Cabinetworks Portfolio Mortgage Loan (see Exhibit 35.2)

35.12      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Phillips Point Mortgage Loan(see Exhibit 35.1)

35.13      CWCapital Asset Management LLC, as Special Servicer of the Phillips PointMortgage Loan (Omitted. See Explanatory Notes.)

35.14      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the JW Marriott Nashville MortgageLoan (see Exhibit 35.1)

35.15      CWCapital Asset Management LLC, as Special Servicer of the JW MarriottNashville Mortgage Loan (Omitted. See Explanatory Notes.)

35.16      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 30 Hudson Yards 67 MortgageLoan (see Exhibit 35.1)

35.17      Greystone Servicing Company LLC, as Special Servicer of the 30 Hudson Yards 67Mortgage Loan (Omitted. See Explanatory Notes.)

35.18      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of The Galleria Office Towers MortgageLoan (see Exhibit 35.1)

35.19      Greystone Servicing Company LLC, as Special Servicer of The Galleria OfficeTowers Mortgage Loan (Omitted. See Explanatory Notes.)

35.20      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the U.S. Industrial Portfolio VIMortgage Loan (see Exhibit 35.1)

35.21      Greystone Servicing Company LLC, as Special Servicer of the U.S. IndustrialPortfolio VI Mortgage Loan (Omitted. See Explanatory Notes.)

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

35.23      Greystone Servicing Company LLC, as Special Servicer of the Boca OfficePortfolio Mortgage Loan (Omitted. See Explanatory Notes.)

35.24      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 141 Livingston Mortgage Loan(see Exhibit 35.1)

35.25      Greystone Servicing Company LLC, as Special Servicer of the 141 LivingstonMortgage Loan (Omitted. See Explanatory Notes.)

35.26      KeyBank National Association, as Primary Servicerof the 909 Third Avenue Mortgage Loan

35.27      KeyBank National Association, as Special Servicerof the 909 Third Avenue Mortgage Loan (see Exhibit 35.26)

35.28      KeyBank National Association, as Primary Servicerof the Burlingame Point Mortgage Loan (see Exhibit 35.26)

35.29      Situs Holdings, LLC, as Special Servicer of theBurlingame Point Mortgage Loan (see Exhibit 35.3)

99.1        Mortgage Loan Purchase Agreement, dated as of April 29,2021, 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 April 29, 2021 under Commission File No. 333-226082-10 andincorporated by reference herein).

99.2        Mortgage Loan Purchase Agreement, dated as of April 29,2021, between GS Mortgage Securities Corporation II and Citi Real EstateFunding Inc. (filed as Exhibit 99.2 to the registrant’s Current Report on Form8-K filed on April 29, 2021 under Commission File No. 333-226082-10 andincorporated by reference herein).

99.3        Mortgage Loan Purchase Agreement, dated as of April 29,2021, 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 April 29, 2021 under Commission File No. 333-226082-10 andincorporated by reference herein).

99.4        Mortgage Loan Purchase Agreement, dated as of April 29,2021, between GS Mortgage Securities Corporation II and JPMorgan Chase Bank,National Association (filed as Exhibit 99.3 to the registrant’s Current Reporton Form 8-K filed on April 29, 2021 under Commission File No. 333-226082-10 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/ LeahNivison

LeahNivison, Chief Executive Officer

(senior officer in charge ofsecuritization of the depositor)

Date: March 14, 2022