**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-K**

(Mark One)

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

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

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

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

**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 Computershare Trust Company, National Association, as agent for**

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

Not applicable.

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

Large acceleratedfiler        o                                                                                                       Acceleratedfiler                                     o

Non-acceleratedfiler          ⌧                                                                                                      Smaller 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

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

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

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

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

Not applicable.

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

Not applicable.

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

Not applicable.

**DOCUMENTS INCORPORATED BY REFERENCE**

** **

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

Not applicable.

 

** **

**EXPLANATORY NOTES**

The 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 describes exhibitsprovided by certain parties (in their capacities indicated on the ExhibitIndex) with respect to the Phillips Point Mortgage Loan and the JW MarriottNashville Mortgage Loan, which constituted approximately 4.0% and 1.7%,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 aloan combination that includes (a) with respect to the Phillips Point MortgageLoan, three other *pari passu* loans, which are not assets of the issuingentity and (b) with respect to the JW Marriott Nashville Mortgage Loan, eightother *pari passu* loans, which are not assets of the issuing entity. A *paripassu* portion of each loan combination was securitized in the Benchmark2021-B23 Mortgage Trust transaction, Commission File Number 333-228597-08 (the“Benchmark 2021-B23 Transaction”). These loan combinations, includingthe Phillips Point Mortgage Loan and the JW Marriott Nashville Mortgage Loan,are being serviced and administered pursuant to the pooling and servicingagreement for the Benchmark 2021-B23 Transaction, which is incorporated byreference as Exhibit 4.2 to this Annual Report on Form 10-K.

The ExhibitIndex describes exhibits provided by certain parties (in their capacitiesindicated on the Exhibit Index) with respect to the 30 Hudson Yards 67 MortgageLoan, The Galleria Office Towers Mortgage Loan, the U.S. Industrial PortfolioVI Mortgage Loan, the Boca Office Portfolio Mortgage Loan and the 141Livingston Mortgage Loan, 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 itscut-off date.  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 each anasset of the issuing entity and are each part of a loan combination thatincludes (a) with respect to the 30 Hudson Yards 67 Mortgage Loan, one other *paripassu* loan, which is not an asset of the issuing entity, (b) with respectto The Galleria Office Towers Mortgage Loan, one other *pari passu* loan,which is not an asset of the issuing entity, (c) with respect to the U.S.Industrial Portfolio VI Mortgage Loan, one other *pari passu* loan, whichis not an asset of the issuing entity, (d) with respect to the Boca OfficePortfolio Mortgage Loan, two other *pari passu* loans, which are notassets of the issuing entity and (e) with respect to the 141 LivingstonMortgage Loan, two other *pari passu* loans, which are not assets of theissuing entity. The other *pari passu* portion of each loan combinationwas securitized in the Benchmark 2021-B24 Mortgage Trust transaction,Commission File Number 333-226123-11 (the “Benchmark 2021-B24 Transaction”).These loan combinations, including 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, are being serviced and administered pursuant to the pooling and servicingagreement for the Benchmark 2021-B24 Transaction, which is incorporated byreference as Exhibit 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 ThirdAvenue Mortgage Loan, four other *pari passu* loans and three subordinatecompanion loans, each of which are not assets of the issuing entity. A *paripassu* portion of the loan combination was securitized in the NYC CommercialMortgage Trust 2021-909 transaction (the “NYC 2021-909 Transaction”).This loan combination, including the 909 Third Avenue Mortgage Loan, is beingserviced and administered pursuant to the trust and servicing agreement for theNYC 2021-909 Transaction, which is incorporated by reference as Exhibit 4.4 tothis Annual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the 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 threesubordinate companion loans, each of which are not assets of the issuingentity. A *pari passu* portion of the loan combination was securitized inthe BGME Trust 2021-VR transaction (the “BGME Trust 2021-VR Transaction”).This loan combination, including the Burlingame Point Mortgage Loan, is beingserviced and administered pursuant to the trust and servicing agreement for theBGME Trust 2021-VR Transaction, which is incorporated by reference as Exhibit4.5 to this Annual Report on Form 10-K.

The master servicer of a pooling andservicing 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 Galleria Office Towers Mortgage Loan, the30 Hudson Yards 67 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, NationalAssociation is the custodian of the mortgage loans serviced under the Poolingand Servicing Agreement, the Burlingame Point 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 Loanand the 141 Livingston Mortgage Loan.  As a result, Wells Fargo Bank,National Association 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 Wells Fargo Bank, National Association in thecapacities described above are listed in the Exhibit Index.

SitusHoldings, LLC is the special servicer of the Amazon Seattle Mortgage Loan andthe Burlingame Point Mortgage Loan. As a result, Situs Holdings, LLC is a“servicer” as defined in Item 1108(a)(2)(iii) of Regulation AB, in thecapacities described above, because it is servicing mortgage loans thatconstituted 10% or more of the assets of the issuing entity as of its cut-offdate. The assessments of compliance with applicable servicing criteria,accountants’ attestation reports and servicer compliance statements deliveredby Situs Holdings, LLC in the capacities described above are listed in theExhibit Index.

CWCapital Asset Management LLC isthe special servicer of the JW Marriott Nashville Mortgage Loan and thePhillips Point Mortgage Loan.  These mortgage loans constitute more than5%, but less than 10%, of the pool assets of the issuing entity. Therefore, the Depositor included in this Annual Report on Form 10-K anassessment of compliance with applicable servicing criteria for CWCapital AssetManagement LLC and an accountants’ attestation report pursuant to Item 1122 ofRegulation AB because CWCapital Asset Management LLC is servicing more than 5% ofthe pool assets.  However, the Depositor is not required to include inthis Annual Report on Form 10-K a servicer compliance statement pursuant toItem 1123 of Regulation AB of CWCapital Asset Management LLC because CWCapitalAsset Management LLC is an unaffiliated servicer servicing less than 10% ofpool assets.

Citibank, N.A.is the custodian of the 909 Third Avenue Mortgage Loan, the Phillips PointMortgage Loan and the JW Marriott Nashville Mortgage Loan.  As a result,Citibank, N.A. is a servicing function participant in the capacities describedabove, because it is servicing mortgage loans that constituted 5% or more ofthe assets of the issuing entity as of its cut-off date. The assessments ofcompliance with applicable servicing criteria and accountants’ attestationreports delivered by Citibank, N.A. in the capacities described above arelisted in the Exhibit Index, and exclude the servicing criteria set forth inItems 1122(d)(4)(i) and 1122(d)(4)(ii) of Regulation AB,  relating to themaintenance of collateral or security on pool assets as required by the trustand servicing agreement for the NYC 2021-909 Transaction and the pooling andservicing agreement for the Benchmark 2021-B23 Transaction and the safeguardingof pool assets and related documents as required by the trust and servicingagreement for the NYC 2021-909 Transaction and the pooling and servicingagreement for the Benchmark 2021-B23 Transaction which servicing criteria havebeen assessed by U.S. Bank National Association, as a servicing functionparticipant, as described below in these Explanatory Notes.

Park Bridge Lender Services LLC isthe operating advisor of the Phillips Point Mortgage Loan, The Galleria OfficeTowers Mortgage Loan, the 30 Hudson Yards 67 Mortgage Loan, the U.S. IndustrialPortfolio VI Mortgage Loan, the JW Marriott Nashville Mortgage Loan, the BocaOffice Portfolio Mortgage Loan and the 141 Livingston Mortgage Loan.  As aresult, Park Bridge Lender Services LLC is a servicing function participant inthe capacities described above, because it is servicing mortgage loans thatconstituted 5% or more of the assets of the issuing entity as of its cut-offdate. The assessments of compliance with applicable servicing criteria andaccountants’ attestation reports delivered by Park Bridge Lender Services LLCin the capacities described above are listed in the Exhibit Index.

Greystone Servicing Company LLC isthe special servicer of 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 30 Hudson Yards 67 MortgageLoan.  These mortgage loans constitute more than 5%, but less than 10%, ofthe pool assets of the issuing entity.  Therefore, the Depositor includedin this Annual Report on Form 10-K an assessment of compliance with applicableservicing criteria for Greystone Servicing Company LLC and an accountants’attestation report pursuant to Item 1122 of Regulation AB because GreystoneServicing Company 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 ofGreystone Servicing Company LLC because Greystone Servicing Company LLC is anunaffiliated servicer servicing less than 10% of pool assets.

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 the subjecttransaction.  As a result, this Annual Report on Form 10-K does notinclude an assessment of compliance with applicable servicing criteria of thetrustee. 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 withapplicable servicing criteria of the trustee. One or more other servicers ofthe Phillips Point Mortgage Loan, the JW Marriott Nashville Mortgage Loan andthe 909 Third Avenue Mortgage Loan have delivered one or more assessments ofcompliance with respect to Item 1122(d)(2)(iii) of Regulation AB.

This Annual Report on Form 10-K includes assessments ofcompliance with applicable servicing criteria and accountant’s attestationreports from U.S. Bank National Association. This entity was engaged byCitibank, N.A., as custodian of the 909 Third Avenue Mortgage Loan, thePhillips Point Mortgage Loan and the JW Marriott Nashville Mortgage Loan toperform certain custodial services. These custodial services are servicingfunctions included within the servicing criteria set forth in Items 1122(d)(4)(i)and 1122(d)(4)(ii) of Regulation AB. Therefore, under the principles-baseddefinition of “servicer” set forth in Item 1101(j) or Regulation AB that looksto the functions that an entity performs, this vendor is a “servicer” for thepurposes of Item 1122 of Regulation AB. *See* Compliance and DisclosureInterpretations, Section 301.01 (Item 1101(j)).

This AnnualReport on Form 10-K includes an assessment of compliance with applicableservicing criteria, accountants’ attestation report and servicer compliancestatement from Computershare Trust Company, National Association (“CTCNA”). CTCNA was engaged by Wells Fargo Bank, National Association (“Wells Fargo”),in its capacity as certificate administrator and custodian, to perform 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.  See Complianceand 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 combinations that include the Phillips Point Mortgage Loan, the JWMarriott Nashville Mortgage Loan, 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, 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 1C.  Cybersecurity.**

Omitted.

**Item 2.  Properties.**

Omitted.

**Item 3.  Legal Proceedings.**

Omitted.

**Item 4.  Mine Safety Disclosures.**

Not applicable.

**PART II**

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

Omitted.

**Item 6.  [Reserved]**

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

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

None.

**PART III**

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

Omitted.

**Item 11.  Executive Compensation.**

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

**ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB**

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

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

 

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

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

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

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

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

The registrant knows of no material pending legal proceedinginvolving the trust or any party related to the trust, other than routinelitigation incidental to the duties of those respective parties, and thefollowing, with respect to Wells Fargo Bank, National Association, ascertificate administrator, as trustee and as custodian. 

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

**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 Benchmark 2021-B23Transaction, are attached hereto under Item 15 to this Annual Report on Form10-K. Attached as Exhibit O to the pooling and servicing agreement for theBenchmark 2021-B23 Transaction incorporated by reference as Exhibit 4.2 to thisAnnual Report on Form 10-K is a chart identifying the entities participating ina servicing function for the Benchmark 2021-B23 Transaction responsible foreach applicable servicing criteria set forth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the 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 servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the Burlingame Point Mortgage Loan,which is being serviced and administered pursuant to the trust and servicingagreement for the BGME Trust 2021-VR Transaction, are attached hereto underItem 15 to this Annual Report on Form 10-K. Attached as Exhibit L to the trustand servicing 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. Exhibit and Financial Statement Schedules**

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

(1) Not applicable

(2) Not applicable

(3) See below

4.1          Pooling and Servicing Agreement, dated as of 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., asDepositor, Midland Loan Services, a Division of PNC Bank, National Association,as Master Servicer, Greystone Servicing Company LLC, as Special Servicer, WellsFargo Bank, National Association, as Certificate Administrator, Wells FargoBank, 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’s CurrentReport 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 referenceherein).

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.333-226082-10 and 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 Certificate Administrator

33.8        Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian

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 the AmazonSeattle 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, as Custodianof 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, NationalAssociation, as Servicing Function Participant for the Custodian (see Exhibit33.8)

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 Servicer ofthe 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, as Custodianof 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, asServicing Function Participant for the Custodian (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 Servicer ofthe 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, as Custodianof 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, asServicing Function Participant for the Custodian (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 Special Servicerof the Phillips Point Mortgage Loan

33.29       WilmingtonTrust, National Association, as Trustee of the Phillips Point Mortgage 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 Operating Advisorof the Phillips Point Mortgage Loan

33.32       U.S. Bank National Association, as Servicing FunctionParticipant 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 Special Servicerof 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 Servicing FunctionParticipant of the JW Marriott Nashville Mortgage Loan (see Exhibit 33.32)

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 Special Servicerof 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, as Custodianof the 30 Hudson Yards 67 Mortgage Loan (see Exhibit 33.5)

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

33.44       Computershare Trust Company, National Association, asServicing Function Participant for the Custodian (see Exhibit 33.8)

33.45       Midland Loan Services, a Division of PNC Bank, NationalAssociation, as Primary Servicer of The Galleria Office Towers Mortgage 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, as Custodianof The Galleria Office Towers Mortgage Loan (see Exhibit 33.5)

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

33.50       Computershare Trust Company, National Association, asServicing Function Participant for the Custodian (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 Special Servicerof 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, as Custodianof the U.S. Industrial Portfolio VI Mortgage Loan (see Exhibit 33.5)

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

33.56       Computershare Trust Company, National Association, asServicing Function Participant for the Custodian (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 Special Servicerof 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, as Custodianof the Boca Office Portfolio Mortgage Loan (see Exhibit 33.5)

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

33.62       Computershare Trust Company, National Association, asServicing Function Participant for the Custodian (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 Special Servicerof 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, as Custodianof the 141 Livingston Mortgage Loan (see Exhibit 33.5)

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

33.68       Computershare Trust Company, National Association, asServicing Function Participant for the Custodian (see Exhibit 33.8)

33.69       KeyBank National Association, as Primary Servicer ofthe 909 Third Avenue Mortgage Loan

33.70       KeyBank National Association, as Special Servicer ofthe 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 Third AvenueMortgage Loan (see Exhibit 33.30)

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

33.74       KeyBank National Association, as Primary Servicer ofthe 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 of theBurlingame Point Mortgage Loan (see Exhibit 33.6)

33.79       Computershare Trust Company, National Association, asServicing Function Participant for the Custodian (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 Certificate Administrator

34.8        Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian

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 the AmazonSeattle 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, as Custodianof 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, asServicing Function Participant for the Custodian (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 Servicer ofthe 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, as Custodianof 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, asServicing Function Participant for the Custodian (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 Servicer ofthe 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, as Custodianof 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, asServicing Function Participant for the Custodian (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 Special Servicerof the Phillips Point Mortgage Loan

34.29       WilmingtonTrust, National Association, as Trustee of the Phillips Point Mortgage Loan(Omitted. See Explanatory Notes.)

34.30       Citibank, N.A., as Custodian of the Phillips Point MortgageLoan

34.31       Park Bridge Lender Services LLC, as Operating Advisorof the Phillips Point Mortgage Loan

34.32       U.S. Bank National Association, as Servicing FunctionParticipant 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 Special Servicerof 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 Operating Advisorof the JW Marriott Nashville Mortgage Loan (see Exhibit 34.31)

34.38       U.S. Bank National Association, as Servicing FunctionParticipant of the JW Marriott Nashville Mortgage Loan (see Exhibit 34.32)

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 Special Servicerof the 30 Hudson Yards 67 Mortgage Loan

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

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

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

34.44       Computershare Trust Company, National Association, asServicing Function Participant for the Custodian (see Exhibit 34.8)

34.45       Midland Loan Services, a Division of PNC Bank, NationalAssociation, as Primary Servicer of The Galleria Office Towers Mortgage Loan(see Exhibit 34.1)

34.46       Greystone Servicing Company LLC, as Special Servicerof 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, as Custodianof The Galleria Office Towers Mortgage Loan (see Exhibit 34.5)

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

34.50       Computershare Trust Company, National Association, asServicing Function Participant for the Custodian (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 Special Servicerof 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, as Custodianof the U.S. Industrial Portfolio VI Mortgage Loan (see Exhibit 34.5)

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

34.56       Computershare Trust Company, National Association, asServicing Function Participant for the Custodian (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 Special Servicerof 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, as Custodianof the Boca Office Portfolio Mortgage Loan (see Exhibit 34.5)

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

34.62       Computershare Trust Company, National Association, asServicing Function Participant for the Custodian (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 Special Servicerof 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, as Custodianof the 141 Livingston Mortgage Loan (see Exhibit 34.5)

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

34.68       Computershare Trust Company, National Association, asServicing Function Participant for the Custodian (see Exhibit 34.8)

34.69       KeyBank National Association, as Primary Servicer ofthe 909 Third Avenue Mortgage Loan

34.70       KeyBank National Association, as Special Servicer ofthe 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 Third AvenueMortgage Loan (see Exhibit 34.30)

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

34.74       KeyBank National Association, as Primary Servicer ofthe 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, asServicing Function Participant for the Custodian (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, as CertificateAdministrator

35.5        Computershare Trust Company, National Association,as Servicing Function Participant for the Certificate Administrator

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 Servicer ofthe 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, NationalAssociation, as Primary Servicer of the JW Marriott Nashville Mortgage Loan(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 TowersMortgage Loan (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 Servicer ofthe 909 Third Avenue Mortgage Loan

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

35.28       KeyBank National Association, as Primary Servicer ofthe 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, NationalAssociation (filed as Exhibit 99.3 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).

(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 the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signedon its behalf by the undersigned, thereunto duly authorized.

GS Mortgage Securities CorporationII(Depositor)

/s/ ScottEpperson

ScottEpperson, Chief Executive Officer

(senior officer in charge ofsecuritization of the depositor)

Date: March 18, 2024