**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-K**

(Mark One)

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

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

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

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

**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 “emerginggrowth 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

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 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 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 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. Industrial PortfolioVI Mortgage Loan, one other *pari passu* loan, which is not an asset ofthe issuing entity, (d) with respect to the Boca Office Portfolio MortgageLoan, two other *pari passu* loans, which are not assets of the issuingentity and (e) with respect to the 141 Livingston Mortgage Loan, two other *paripassu* loans, which are not assets of the issuing entity. The other *paripassu* portion of each loan combination was securitized in the Benchmark2021-B24 Mortgage Trust transaction, Commission File Number 333-226123-11 (the“Benchmark 2021-B24 Transaction”). These loan combinations, includingthe 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, are being serviced andadministered pursuant to the pooling and servicing agreement for the Benchmark2021-B24 Transaction, which is incorporated by reference as Exhibit 4.3 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 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, 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 serviced andadministered pursuant to the trust and servicing agreement for the NYC 2021-909Transaction, which is incorporated by reference as Exhibit 4.4 to this AnnualReport 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, which are not assets of the issuing entity. A *paripassu* portion of the loan combination was securitized in the BGME Trust2021-VR transaction (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 BGME Trust2021-VR Transaction, which is incorporated by reference as Exhibit 4.5 to thisAnnual 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 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.

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 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%of the 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 ofthe 909 Third Avenue Mortgage Loan, the Phillips Point Mortgage Loan and the JWMarriott Nashville Mortgage Loan.  As a result, Citibank, N.A. is aservicing function participant in the capacities described above, because it isservicing mortgage loans that constituted 5% or more of the assets of theissuing entity as of its cut-off date. The assessments of compliance withapplicable servicing criteria and accountants’ attestation reports delivered byCitibank, N.A. in the capacities described above are listed in the ExhibitIndex, and exclude the servicing criteria set forth in Items 1122(d)(4)(i) and1122(d)(4)(ii) of Regulation AB,  relating to the maintenance ofcollateral or security on pool assets as required by the trust and servicingagreement for the NYC 2021-909 Transaction and the pooling and servicingagreement for the Benchmark 2021-B23 Transaction and the safeguarding of poolassets and related documents as required by the trust and servicing agreementfor the NYC 2021-909 Transaction and the pooling and servicing agreement forthe Benchmark 2021-B23 Transaction which servicing criteria have been assessedby U.S. Bank National Association, as a servicing function participant, asdescribed 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.

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,the 1985 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-Kincludes assessments of compliance with applicable servicing criteria andaccountant’s attestation reports from U.S. Bank National Association. Thisentity was engaged by Citibank, N.A., as custodian of the 909 Third AvenueMortgage Loan, the Phillips Point Mortgage Loan and the JW Marriott Nashville MortgageLoan to perform certain custodial services. These custodial services areservicing functions included within the servicing criteria set forth in Items1122(d)(4)(i) and 1122(d)(4)(ii) of Regulation AB. Therefore, under theprinciples-based definition of “servicer” set forth in Item 1101(j) orRegulation AB that looks to the functions that an entity performs, this vendoris a “servicer” for the purposes of Item 1122 of Regulation AB. *See*Compliance and Disclosure Interpretations, Section 301.01 (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)).

Theassessments of compliance with applicable servicing criteria, accountants’attestation reports and servicer compliance statements of the certificateadministrator of 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, the 141 Livingston Mortgage Loan, theBurlingame Point Mortgage Loan, the Phillips Point Mortgage Loan, the JWMarriott Nashville Mortgage Loan and the 909 Third Avenue Mortgage Loan areomitted from this Annual Report on Form 10-K as the certificate administratorpursuant to the related pooling and servicing agreement or trust and servicingagreement does not perform any activities that address servicing criteria withrespect to the issuing entity and because they are each not a “servicer” thatmeets 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 Mortgage Loan,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. **

[Reserved]

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

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

**Item 9B.  Other Information.**

None.

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

None.

**PART III**

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

Omitted.

**Item 11.  Executive Compensation.**

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

**ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB**

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

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

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

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

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

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

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

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

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

On December 17, 2015, U.S. Bank National Association, thetrustee under five pooling and servicing agreements for (i) Wachovia BankCommercial Mortgage Trust 2007-C30, (ii) COBALT CMBS Commercial Trust 2007-C2,(iii) Wachovia Bank Commercial Mortgage Trust 2007-C31, (iv) ML-CFC CommercialMortgage Trust 2007-5 and (v) ML-CFC Commercial Mortgage Trust 2007-6 commenceda proceeding with the Second Judicial District Court of Ramsey County,Minnesota (the “State Court”) for a declaratory judgment as to the proper allocationof certain proceeds (“Disputed Proceeds”) received by CWCAM in connection withthe sale of the Peter Cooper Village and Stuyvesant Town property in New York,New York securing loans held by those trusts.  CWCAM was the specialservicer of such property.  The petition requests the State Court toinstruct the trustee, the trust beneficiaries, and any other interested partiesas to the amount of the Disputed Proceeds, if any, that constitute penaltyinterest and/or the amount of the Disputed Proceeds, if any, that constitutegain-on-sale proceeds, with respect to each trust.  On February 24, 2016,CWCAM made a limited appearance with the State Court to file a motion todismiss this proceeding based on lack of jurisdiction, mootness, standing andforum non conveniens.  On July 19, 2016, the State Court denied CWCAM’smotion to dismiss.  On July 22, 2016, the action was removed to federalcourt in Minnesota (“Federal Court”).  On October 21, 2016, the FederalCourt held a hearing on the motion to transfer the action to the United StatesDistrict Court for the Southern District of New York (“SDNY Court”), a motionto remand to state court and a motion to hear CWCAM’s request forreconsideration of the motion to dismiss.  On March 14, 2017, the FederalCourt reserved the determination on the motion to hear CWCAM’s request forreconsideration of the motion to dismiss, denied the motion to remand thematter to state court and granted the motion to transfer the proceeding to theSDNY Court.  Cross motions for judgment on the pleadings were filed butthe SDNY Court was unable to decide the case based on the pleadings and theSDNY Court ordered discovery.  All fact discovery was completed inDecember, 2018 and expert discovery was completed on March 15, 2019.  Theparties submitted cross motions for summary judgment, and on March 19, 2020,the SDNY Court entered an opinion and order in which it granted summaryjudgment in CWCAM’s favor and held that CWCAM was entitled to the entire amountof penalty interest and that CWCAM’s determination of Yield Maintenance wascorrect.  In the 127-page opinion, the SDNY Court found for CWCAM on everyissue presented by the trustee’s petition, namely, that the funds in disputeconstitute penalty interest and yield maintenance, not gain-on-sale proceeds,and that the amount of penalty interest and yield maintenance was correctlycalculated. An appeal of the SDNY Court’s decision was taken on April 29,2020.  Oral argument on the appeal occurred on June 21, 2021.  OnJuly 14, 2022, the Second Circuit entered a decision affirming in part andreversing in part the SDNY Court’s decision and remanding to the SDNY Court forfurther proceedings.  The Second Circuit affirmed the SDNY’s Court holdingthat Penalty Interest and Yield Maintenance are paid before Gain-On-SaleProceeds.  The Second Circuit reversed and remanded for furtherproceedings that portion of the SDNY Court’s decision related to approximately$67.2 million in interest on advances.   On January 13, 2023, theparties entered into a settlement agreement, in which (among other things) theyagreed to stipulate that the amount of interest on advances that accrued on orbefore June 3, 2014 is $27.5 million, and that CWCAM would pay that amount intoescrow for distribution to certificateholders upon the entry of an order by theCourt approving the settlement.  U.S. Bank National Association, asTrustee for the trusts, provided notice of the settlement to all parties ininterest via a notice program approved by the Court.  A hearing on thesettlement is scheduled for March 16, 2023.

On December 1, 2017, a complaint against CWCAM and others wasfiled in the United States District Court for the Southern District of New Yorkstyled as CWCapital Cobalt Vr Ltd. v. CWCapital Investments LLC, et al., No.17-cv-9463 (the “Original Complaint”). The gravamen of the Original Complaint alleged breaches of a contract and fiduciary duties by CWCAM’saffiliate, CWCapital Investments LLC in its capacity as collateral manager forthe collateralized debt obligation transaction involving CWCapital Cobalt Vr,Ltd. In total, there are 14 counts pled in the Original Complaint. Of those 14,5 claims were asserted against CWCAM for aiding and abetting breach offiduciary duty, conversion and unjust enrichment. On May 23, 2018, the OriginalComplaint was dismissed for lack of subject matter jurisdiction.   OnJune 28, 2018, CWCapital Cobalt Vr Ltd. filed a substantially similar complaintin the Supreme Court of the State of New York, County of New York styled asCWCapital Cobalt Vr Ltd. v. CWCapital Investments LLC, et al., Index No.653277/2018 (the “New Complaint”).  The gravamen of the New Complaint isthe same as the previous complaint filed in the United State District Court forthe Southern District of New York.  In total there are 16 counts pled inthe New Complaint. Of those 16 counts, 5 claims were asserted against CWCAM foraiding and abetting breach of fiduciary duty, conversion and unjust enrichment,1 count seeks a declaratory judgement that the plaintiff has the right toenforce the contracts in question and 1 count seeks an injunction requiring thedefendants to recognize the plaintiff as the directing holder for the trusts inquestion. On January 11, 2019, the plaintiff dismissed with prejudice the declaratoryjudgment and injunction counts.  The New Complaint and related summons wasnot served on the defendants until July 13, 2018 and July 16, 2018.  Theplaintiff’s motion for a preliminary injunction was denied by the court on July31, 2018.  On August 3, 2018, the defendants, including CWCAM, filed amotion to dismiss the New Complaint in its entirety. On August 20, 2019, thecourt entered an order granting defendants’ motion almost in its entirety,dismissing 11 of the 16 counts and partially dismissing 2 additionalcounts.  Of the remaining counts, 2 are asserted against CWCAM for aidingand abetting breach of fiduciary duty and unjust enrichment.  On September19, 2019, CWCapital Cobalt Vr Ltd. filed a notice of appeal relating to theAugust 20, 2019 dismissal order and on September 26, 2019, filed an amendedcomplaint against CWCI and CWCAM attempting to address deficiencies relating tocertain of the claims dismissed by the August 20, 2019 order.  CWCI andCWCAM filed its Motion to Dismiss the amended complaint on October 28,2019.  The court heard argument on the Motion to Dismiss the amendedcomplaint on January 22, 2020 and on October 23, 2020, the court granted themotion dismissing the amended claims.  On November 30, 2020, CWCapital CobaltVr Ltd filed a notice of appeal relating to the October 23, 2020 dismissalorder.  On April 27, 2021, the First Department affirmed the dismissal asto claims against CWCAM that were part of the August 20, 2019 dismissal, butreversed the dismissal of two counts for breach of the Collateral ManagementAgreement against CWCI.  CWCI sought leave to file an appeal of thedecision. The plaintiff also sought leave to appeal the dismissal of the claimsagainst CWCAM.  Both requests for leave were denied by the First Department. On May 15, 2020, CWCI and CWCAM filed a motion to renew its motion to dismissas to 4 of the remaining counts (including the remaining two counts againstCWCAM for aiding and abetting breach of fiduciary duty and unjust enrichment),based on a decision entered by Judge Failla in a trust instructionproceeding  in the US District Court for the Southern District of New Yorkawarding summary judgment in favor of CWCAM.  On September 7, 2021, thecourt denied the motion to renew.  CWCI and CWCAM filed a notice ofappeal, which they perfected by the filing of their opening brief on July 1,2022.  On November 15, 2022, the First Department affirmed the court’sdenial of the motion to renew.  On October 1, 2021, CWCI and CWCAM movedto reargue the denial of the motion to renew (or alternatively, the motion todismiss) with respect to certain of Cobalt’s claims, including the remaining 2claims against CWCAM, based on the First Department’s April 27, 2021decision.  On March 24, 2022, the court denied the relief sought in themotion to reargue.  CWCI and CWCAM have appealed the court’s decision onthe motion to reargue and filed their opening brief on July 11, 2022.  Theappeal was dismissed as being non-appealable on August 30, 2022.  CWCAMbelieves that it has performed its obligations under the related pooling andservicing agreements in good faith and the remaining allegations in the NewComplaint are without merit.   

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 and by IKB International and IKB Deutsche Industriebank 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 appealed the district court’s decision to theUnited States Court of Appeals for the Second Circuit. The Company previouslysettled two class actions filed by institutional investors and an action filedby the National Credit Union Administration with similar allegations. Inaddition, Park Royal I LLC and Park Royal II LLC have filed substantiallysimilar lawsuits in New York state court alleging Wells Fargo Bank, N.A., astrustee, failed to take appropriate actions upon learning of defective mortgageloan documentation.

**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 and theJW Marriott Nashville Mortgage Loan, which are being serviced and administeredpursuant 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 criteria setforth in Item 1122(d).

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

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

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

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

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

**PART IV**

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

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

(1) Not applicable

(2) Not applicable

(3) See below

4.1          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’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, KeyBank NationalAssociation, as Servicer, Situs Holdings, LLC, as Special Servicer, Wells FargoBank, National Association, as Trustee, Certificate Administrator andCustodian, 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. 333-226082-10and 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 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 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, asServicing Function Participant for the Custodian (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 (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 Cabinetworks PortfolioMortgage 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 (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 OperatingAdvisor of 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 (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 SpecialServicer of 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 (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 (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 (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 (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, asCustodian of 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 (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 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 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 (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 (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 (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      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 (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 (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 (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, 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 (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, 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 (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, asCustodian of 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 (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

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 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 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/ ScottEpperson

ScottEpperson, Chief Executive Officer

(senior officer in charge ofsecuritization of the depositor)

Date: March 17, 2023