**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-K**

(Mark One)

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

**For the fiscal year ended December 31, 2021or**

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

**For the transition period from _____ to _____Commission file number of the issuing entity: 333-226082-11**

**Central Index Key Number of the issuing entity:0001880187**

**Benchmark 2021-B29 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: 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)**

** **

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

**Citi Real Estate Funding Inc.**

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

** **

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

**the issuing entity)** | **38-4190530**

**38-4190531**

**38-7274788**

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

**Identification Number)** |
|------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------|

**c/o Wells Fargo Bank, National Association**

**as Certificate Administrator**

**9062 Old Annapolis Road**

**Columbia, MD**

**(Address of principalexecutive offices of the issuing entity)**

**21045**

**(Zip Code)**

**Registrant’s telephone number,including area code:**

**(212) 902-1000**

Securities registered pursuant to Section 12(b) of the Act:

| Title of each class | Trading Symbol(s) | Name of each  exchange on which registered |
|---------------------|-------------------|--------------------------------------------|
| None                |              |                                       |

 

Securities registered pursuant to Section 12(g) of theAct:  None.

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

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

Indicate by check mark whether the registrant (1) has filedall reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.  ⌧ Yes oNo

Indicate by check mark whether the registrant has submittedelectronically and posted on its corporate Web site, if any, every InteractiveData File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T (Section 232.405 of this chapter) during the preceding 12 months(or for such shorter period that the registrant was required to submit and postsuch files).

Not applicable.

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

Not applicable.

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

Large acceleratedfiler        o                                                                                                       Acceleratedfiler                                     o

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

                                                                                                                                                       Emerging growthcompany                    o

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

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

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

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

Not applicable.

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

Not applicable.

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

Not applicable.

**DOCUMENTS INCORPORATED BY REFERENCE**

** **

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

Not applicable.

 

** **

**EXPLANATORY NOTES**

The Watermark Tempe Mortgage Loan and the 2Washington Mortgage Loan, which constituted approximately 7.9% and 7.1%,respectively, of the asset pool of the issuing entity as of its cut-off date,are each an asset of the issuing entity and are each part of a loan combinationthat includes (a) with respect to the Watermark Tempe Mortgage Loan and oneother *pari passu* loan, which is not an asset of the issuing entity and(b) with respect to the 2 Washington Mortgage Loan and three other *paripassu* loans, which are not assets of the issuing entity. These loancombinations, including the Watermark Tempe Mortgage Loan and the 2 WashingtonMortgage Loan, are being serviced and administered pursuant to the Pooling andServicing Agreement, which is incorporated by reference as Exhibit 4.1 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 One SoHo Square Mortgage Loan, whichconstituted approximately 9.99% of the asset pool of the issuing entity as ofits cut-off date.  The One SoHo Square Mortgage Loan is an asset of theissuing entity and is part of a loan combination that includes the One SoHoSquare Mortgage Loan, fifteen 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 SOHO Trust2021-SOHO transaction (the “SOHO 2021-SOHO Transaction”). This loan combination,including the One SoHo Square Mortgage Loan, is being serviced and administeredpursuant to the trust and servicing agreement for the SOHO 2021-SOHOTransaction, which is incorporated by reference as Exhibit 4.2 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 Domain Mortgage Loan, which constitutedapproximately 5.7% of the asset pool of the issuing entity as of its cut-offdate.  The Domain Mortgage Loan is an asset of the issuing entity and ispart of a loan combination that includes The Domain Mortgage Loan and fourother *pari passu* loans, which are not assets of the issuing entity. A *paripassu* portion of the loan combination was securitized in the BANK2021-BNK35 transaction, Commission File Number 333-227446-16 (the “BANK2021-BNK35 Transaction”). This loan combination, including The DomainMortgage Loan, is being serviced and administered pursuant to the pooling andservicing agreement for the BANK 2021-BNK35 Transaction, which is incorporatedby reference 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 College Point Mortgage Loan and theExchangeRight Net Leased Portfolio #48 Mortgage Loan, which constitutedapproximately 2.7% and 1.8%, respectively, of the asset pool of the issuingentity as of its cut-off date.  The College Point Mortgage Loan and theExchangeRight Net Leased Portfolio #48 Mortgage Loan are each an asset of theissuing entity and are each part of a loan combination that includes theCollege Point Mortgage Loan or the ExchangeRight Net Leased Portfolio #48 MortgageLoan and one other *pari passu* loan, each of which is not an asset of theissuing entity. The other *pari passu* portion of each loan combinationwas securitized in the Benchmark 2021-B28 Mortgage Trust transaction,Commission File Number 333-226123-12 (the “Benchmark 2021-B28 Transaction”).These loan combinations, including the College Point Mortgage Loan and theExchangeRight Net Leased Portfolio #48 Mortgage Loan, are being serviced andadministered pursuant to the pooling and servicing agreement for the Benchmark2021-B28 Transaction, which is incorporated by reference as Exhibit 4.4 to thisAnnual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the HQ @ First Mortgage Loan, which constitutedapproximately 8.8% of the asset pool of the issuing entity as of its cut-offdate.  The HQ @ First Mortgage Loan is an asset of the issuing entity andis part of a loan combination that includes the HQ @ First Mortgage Loan, fourother *pari passu* loans and two subordinate companion loans, which arenot assets of the issuing entity. A *pari passu* portion of the loancombination was securitized in the KREST Commercial Mortgage Securities Trust2021-CHIP transaction (the “KREST 2021-CHIP Transaction”). This loancombination, including the HQ @ First Mortgage Loan, is being serviced andadministered pursuant to the trust and servicing agreement for the KREST2021-CHIP Transaction, which is incorporated by reference as Exhibit 4.5 tothis Annual Report on Form 10-K.

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

Midland Loan Services, a Divisionof PNC Bank, National Association is the master servicer of the mortgage loans servicedunder the Pooling and Servicing Agreement, the special servicer of the One SoHoSquare Mortgage Loan and the primary servicer and special servicer of theCollege Point Mortgage Loan and the ExchangeRight Net Leased Portfolio #48Mortgage Loan. As a result, Midland Loan Services, a Division of PNC Bank,National Association is a “servicer” as defined in Item 1108(a)(2)(iii) ofRegulation AB, in the capacities described above, because it is servicingmortgage loans that constituted 10% or more of the assets of the issuing entityas of its cut-off date. The assessments of compliance with applicable servicingcriteria, accountants’ attestation reports and servicer compliance statementsdelivered by Midland Loan Services, a Division of PNC Bank, NationalAssociation in the capacities described above are listed in the Exhibit Index.

Wells Fargo Bank, NationalAssociation is the certificate administrator of the mortgage loans servicedunder the Pooling and Servicing Agreement and the primary servicer of TheDomain Mortgage Loan. As a result, Wells Fargo Bank, National Association 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 Wells Fargo Bank, National Association in the capacities described above arelisted in the Exhibit Index.

Wells Fargo Bank, NationalAssociation is the custodian of the mortgage loans serviced under the Poolingand Servicing Agreement, the HQ @ First Mortgage Loan, The Domain MortgageLoan, the College Point Mortgage Loan and the ExchangeRight Net LeasedPortfolio #48 Mortgage Loan.  As a result, Wells Fargo Bank, NationalAssociation 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 Wells Fargo Bank, National Association in the capacitiesdescribed above are listed in the Exhibit Index.

KeyBank National Association isthe primary servicer of the One SoHo Square Mortgage Loan, the special servicerof The Domain Mortgage Loan and the primary servicer and special servicer ofthe HQ @ First Mortgage Loan. As a result, KeyBank National Association 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 KeyBank National Association in the capacities described above are listed inthe Exhibit Index.

Pentalpha Surveillance LLC is theoperating advisor of the One SoHo Square Mortgage Loan, the HQ @ First MortgageLoan, the College Point Mortgage Loan and the ExchangeRight Net LeasedPortfolio #48 Mortgage Loan.  As a result, Pentalpha Surveillance LLC 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 byPentalpha Surveillance LLC in the capacities described above are listed in theExhibit Index.

Wells Fargo Bank, NationalAssociation acts as trustee of the Watermark Tempe Mortgage Loan, the 2 WashingtonMortgage Loan, the College Point Mortgage Loan, the ExchangeRight Net LeasedPortfolio #48 Mortgage Loan and the HQ @ First Mortgage Loan.  Pursuant tothe Pooling and Servicing Agreement, the pooling and servicing agreement forthe Benchmark 2021-B28 Transaction and the trust and servicing agreement forthe KREST 2021-CHIP Transaction, the trustee is required to provide anassessment of compliance with applicable servicing criteria solely with respectto Item 1122(d)(2)(iii) of Regulation AB (regarding advances of funds orguarantees regarding collections, cash flows or distributions, and any interestor other fees charged for such advances, are made, reviewed and approved asspecified in the transaction agreements). However, during the reporting period,the trustee did not perform any servicing function with respect to theservicing criteria specified in Item 1122(d)(2)(iii) of Regulation AB. The master servicer or the special servicer, to the extent required, performedthe servicing function identified with respect to Item 1122(d)(2)(iii) ofRegulation AB, and each such party included Item 1122(d)(2)(iii) of RegulationAB in the assessment of compliance with applicable servicing criteria andaccountant’s attestation report for the subject transaction.  As a result,this Annual Report on Form 10-K does not include an assessment of compliancewith applicable servicing criteria of the trustee. One or more other servicersof the Watermark Tempe Mortgage Loan, the 2 Washington Mortgage Loan, theCollege Point Mortgage Loan, the ExchangeRight Net Leased Portfolio #48Mortgage Loan and the HQ @ First Mortgage Loan have delivered one or moreassessments of compliance with respect to Item 1122(d)(2)(iii) of RegulationAB.

U.S. Bank National Associationacts as trustee of the One SoHo Square Mortgage Loan.  Pursuant to thetrust and servicing agreement for the SOHO 2021-SOHO Transaction, the trusteeis required to provide an assessment of compliance with applicable servicingcriteria solely with respect to Item 1122(d)(2)(iii) of Regulation AB(regarding advances of funds or guarantees regarding collections, cash flows ordistributions, and any interest or other fees charged for such advances, aremade, reviewed and approved as specified in the transaction agreements).However, during the reporting period, the trustee did not perform any servicingfunction with respect to the servicing criteria specified in Item1122(d)(2)(iii) of Regulation AB.  The master servicer or the specialservicer, to the extent required, performed the servicing function identifiedwith respect to Item 1122(d)(2)(iii) of Regulation AB, and each such partyincluded Item 1122(d)(2)(iii) of Regulation AB in the assessment of compliancewith applicable 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 One SoHo Square 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 Domain Mortgage Loan.  Pursuant to thepooling and servicing agreement for the BANK 2021-BNK35 Transaction, thetrustee is required to provide an assessment of compliance with applicableservicing criteria solely with respect to Item 1122(d)(2)(iii) of Regulation AB(regarding advances of funds or guarantees regarding collections, cash flows ordistributions, and any interest or other fees charged for such advances, aremade, reviewed and approved as specified in the transaction agreements).However, during the reporting period, the trustee did not perform any servicingfunction with respect to the servicing criteria specified in Item1122(d)(2)(iii) of Regulation AB.  The master servicer or the specialservicer, to the extent required, performed the servicing function identifiedwith respect to Item 1122(d)(2)(iii) of Regulation AB, and each such partyincluded Item 1122(d)(2)(iii) of Regulation AB in the assessment of compliancewith applicable 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 Domain Mortgage Loan havedelivered one or more assessments of compliance with respect to Item1122(d)(2)(iii) of Regulation AB.

This Annual Report on Form 10-Kincludes assessments of compliance with applicable servicing criteria andaccountants’ attestation reports from CoreLogic Solutions, LLC.  Thisentity was engaged by the primary servicer of The Domain Mortgage Loan to remittax payments received from the escrow accounts of borrowers to local taxingauthorities, to report tax amounts due, to verify tax parcel information, andto verify non-escrow tax payments. These servicing functions are includedwithin the servicing criteria set forth in Items 1122(d)(4)(xi) and1122(d)(4)(xii) of Regulation AB.  Therefore, under the principles-baseddefinition of “servicer” set forth in Item 1101(j) of 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 andDisclosure 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.  See Complianceand 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 Domain Mortgage Loan, the College Point Mortgage Loan, theExchangeRight Net Leased Portfolio #48 Mortgage Loan, the HQ @ First MortgageLoan and the One SoHo Square Mortgage Loan are omitted from this Annual Reporton Form 10-K as the certificate administrator pursuant to the related poolingand servicing agreement or trust and servicing agreement does not perform anyactivities that address servicing criteria with respect to the issuing entityand because they are each not a “servicer” that meets the criteria in Item1108(a)(2)(i) through (iii) of Regulation AB.

**PART I**

**Item 1.  Business.**

Omitted.

**Item 1A.  Risk Factors.**

Omitted.

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

None.

**Item 2.  Properties.**

Omitted.

**Item 3.  Legal Proceedings.**

Omitted.

**Item 4.  Mine Safety Disclosures.**

Not applicable.

**PART II**

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

Omitted.

**Item 6.  Selected Financial Data.**

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

**Item 9B.  Other Information.**

None.

**PART III**

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

Omitted.

**Item 11.  Executive Compensation.**

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

**ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB**

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

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

 

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

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

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

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

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

The registrant knows of no material pending legal proceedinginvolving the trust or any party related to the trust, other than routinelitigation incidental to the duties of those respective parties, and thefollowing, with respect to U.S. Bank National Association, as Trustee,Certificate Administrator and Custodian, and Wells Fargo Bank, NationalAssociation, as Trustee, Certificate Administrator and Custodian.

U.S. Bank National Association (“U.S. Bank”) and other largefinancial institutions have been sued in their capacity as trustee or successortrustee for certain residential mortgage backed securities ("RMBS")trusts.  The complaints, primarily filed by investors or investor groupsagainst U.S. Bank and similar institutions, allege the trustees caused lossesto investors as a result of alleged failures by the sponsors, mortgage loansellers and servicers to comply with the governing agreements for these RMBStrusts.  Plaintiffs generally assert causes of action based upon thetrustees’ purported failures to enforce repurchase obligations of mortgage loansellers for alleged breaches of representations and warranties, notifysecurityholders of purported events of default allegedly caused by breaches ofservicing standards by mortgage loan servicers and abide by a heightenedstandard of care following alleged events of default.  

 

U.S. Bank denies liability and believes that it hasperformed its obligations under the RMBS trusts in good faith, that its actionswere not the cause of losses to investors, that it has meritorious defenses,and it has contested and intends to continue contesting the plaintiffs’ claimsvigorously.  However, U.S. Bank cannot assure you as to the outcome of anyof the litigation, or the possible impact of these litigations on the trusteeor the RMBS trusts.  

 

On March 9, 2018, a law firm purporting to represent fifteenDelaware statutory trusts (the “DSTs”) that issued securities backed by studentloans (the “Student Loans”) filed a lawsuit in the Delaware Court of Chanceryagainst U.S. Bank National Association (“U.S. Bank”) in its capacities asindenture trustee and successor special servicer, and three other institutionsin their respective transaction capacities, with respect to the DSTs and theStudent Loans.  This lawsuit is captioned *The National CollegiateStudent Loan Master Trust I, et al. v. U.S. Bank National Association, et al.*,C.A. No. 2018-0167-JRS (Del. Ch.) (the “NCMSLT Action”).  The complaint,as amended on June 15, 2018, alleged that the DSTs have been harmed as a resultof purported misconduct or omissions by the defendants concerningadministration of the trusts and special servicing of the Student Loans. Since the filing of the NCMSLT Action, certain Student Loan borrowers have madeassertions against U.S. Bank concerning special servicing that appear to bebased on certain allegations made on behalf of the DSTs in the NCMSLT Action.

 

U.S. Bank has filed a motion seeking dismissal of theoperative complaint in its entirety with prejudice pursuant to Chancery CourtRules 12(b)(1) and 12(b)(6) or, in the alternative, a stay of the case whileother prior filed disputes involving the DSTs and the Student Loans are litigated. On November 7, 2018, the Court ruled that the case should be stayed in itsentirety pending resolution of the first-filed cases.  On January 21,2020, the Court entered an order consolidating for pretrial purposes the NCMSLTAction and three other lawsuits pending in the Delaware Court of Chanceryconcerning the DSTs and the Student Loans, which remains pending.  

 

U.S. Bank denies liability in the NCMSLT Action and believesit has performed its obligations as indenture trustee and special servicer ingood faith and in compliance in all material respects with the terms of theagreements governing the DSTs and that it has meritorious defenses.  Ithas contested and intends to continue contesting the plaintiffs’ claimsvigorously.

 

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

 

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

 

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

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

The information regarding this Item has been previously providedin the prospectus of the Registrant relating to the issuing entity filed onSeptember 30, 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 One SoHo Square Mortgage Loan,which is being serviced and administered pursuant to the trust and servicingagreement for the SOHO 2021-SOHO 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 SOHO 2021-SOHO Transaction incorporated byreference as Exhibit 4.2 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the SOHO2021-SOHO Transaction responsible for each applicable servicing criteria setforth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to The Domain Mortgage Loan, which is beingserviced and administered pursuant to the pooling and servicing agreement forthe BANK 2021-BNK35 Transaction, are attached hereto under Item 15 to thisAnnual Report on Form 10-K. Attached as Exhibit Z to the pooling and servicingagreement for the BANK 2021-BNK35 Transaction incorporated by reference asExhibit 4.3 to this Annual Report on Form 10-K is a chart identifying theentities participating in a servicing function for the BANK 2021-BNK35Transaction responsible for each applicable servicing criteria set forth inItem 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the College Point Mortgage Loan andthe ExchangeRight Net Leased Portfolio #48 Mortgage Loan, which are beingserviced and administered pursuant to the pooling and servicing agreement forthe Benchmark 2021-B28 Transaction, are attached hereto under Item 15 to thisAnnual Report on Form 10-K. Attached as Exhibit AA to the pooling and servicingagreement for the Benchmark 2021-B28 Transaction incorporated by reference asExhibit 4.4 to this Annual Report on Form 10-K is a chart identifying theentities participating in a servicing function for the Benchmark 2021-B28Transaction responsible for each applicable servicing criteria set forth inItem 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the HQ @ First Mortgage Loan, whichis being serviced and administered pursuant to the trust and servicingagreement for the KREST 2021-CHIP Transaction, are attached hereto under Item15 to this Annual Report on Form 10-K. Attached as Exhibit L to the trust andservicing agreement for the KREST 2021-CHIP 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 KREST2021-CHIP Transaction responsible for each applicable servicing criteria setforth in Item 1122(d).

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

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

**PART IV**

**Item 15. Exhibits, Financial Statement Schedules**

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

(1) Not applicable

(2) Not applicable

(3) See below

 

4.1          Pooling and Servicing Agreement, dated as of September 1,2021, among GS Mortgage Securities Corporation II, as Depositor, Midland LoanServices, a Division of PNC Bank, National Association, as Master Servicer, LNRPartners, LLC, as Special Servicer, Wells Fargo Bank, National Association, asCertificate Administrator and as Trustee, and Park Bridge Lender Services LLC,as Operating Advisor and as Asset Representations Reviewer (filed as Exhibit4.1 to the registrant’s Current Report on Form 8-K filed on September 30, 2021under Commission File No. 333-226082-11 and incorporated by reference herein).

4.2          Trust and Servicing Agreement, dated as of July 30, 2021,among GS Mortgage Securities Corporation II, as Depositor, KeyBank NationalAssociation, as Servicer, Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer, U.S. Bank National Association, asCertificate Administrator and Trustee, U.S. Bank National Association, asCustodian, and Pentalpha Surveillance LLC, as Operating Advisor (filed asExhibit 4.2 to the registrant’s Current Report on Form 8-K filed on September30, 2021 under Commission File No. 333-226082-11 and incorporated by referenceherein).

4.3          Pooling and Servicing Agreement, dated as of August 1,2021, between Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank,National Association, as General Master Servicer, KeyBank National Association,as General Special Servicer, National Cooperative Bank, N.A., as NCB MasterServicer and as NCB Special Servicer, Wells Fargo Bank, National Association,as Certificate Administrator, Wilmington Trust, National Association, asTrustee, and Park Bridge Lender Services LLC, as Operating Advisor and as AssetRepresentations Reviewer (filed as Exhibit 4.4 to the registrant’s CurrentReport on Form 8-K filed on September 30, 2021 under Commission File No.333-226082-11 and incorporated by reference herein).

4.4          Pooling and Servicing Agreement, dated as of August 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, Midland Loan Services, a Division of PNC Bank, NationalAssociation, as Special Servicer, Wells Fargo Bank, National Association, asCertificate Administrator, Wells Fargo Bank, National Association, as Trustee,and Pentalpha Surveillance LLC, as Operating Advisor and as AssetRepresentations Reviewer (filed as Exhibit 4.5 to the registrant’s CurrentReport on Form 8-K filed on September 30, 2021 under Commission File No.333-226082-11 and incorporated by reference herein).

4.5          Trust and Servicing Agreement, dated as of August 24,2021, between J.P. Morgan Chase Commercial Mortgage Securities Corp., asDepositor, KeyBank National Association, as Servicer and as Special Servicer,Wells Fargo Bank, National Association, as Certificate Administrator and asTrustee, and Pentalpha Surveillance LLC, as Operating Advisor (filed as Exhibit4.3 to the registrant’s Current Report on Form 8-K filed on September 30, 2021under Commission File No. 333-226082-11 and incorporated by reference herein).

4.6          Co-Lender Agreement, dated as of July 30, 2021 by andamong Goldman Sachs Bank USA, as Initial Note A-1-S Holder, Initial NoteA-1-C-1 – Note A-1-C-8 Holder and Initial Note B-1 Holder, DBR Investments Co.Limited, as Initial Note A-2-S Holder, Initial Note A-2-C-1 – Note A-2-C-6 Holderand Initial Note B-2 Holder and Bank of  Montreal, as Initial Note A-3-SHolder, Initial Note A-3-C-1 – Note A-3-C-3 Holder and Initial Note B-3 Holder(filed as Exhibit 4.6 to the registrant’s Current Report on Form 8-K filed onSeptember 30, 2021 under Commission File No. 333-226082-11 and incorporated byreference herein).

4.7          Co-Lender Agreement, dated as of August 24, 2021, by andbetween JPMorgan Chase Bank, National Association, as Initial Note A-1-SHolder, Initial Note A-1-C1 Holder, Initial Note A-1-C2 Holder and Initial NoteB-1-S Holder, and Barclays Capital Real Estate Inc., as Initial Note A-2-SHolder, Initial Note A-2-C1 Holder, Initial Note A-2-C2 Holder and Initial NoteB-2-S Holder (filed as Exhibit 4.7 to the registrant’s Current Report on Form8-K filed on September 30, 2021 under Commission File No. 333-226082-11 andincorporated by reference herein).

4.8          Agreement Between Noteholders, dated as of August 19,2021, by and between DBR Investments Co. Limited, as Initial Note A-1 Holder,DBR Investments Co. Limited, as Initial Note A-2 Holder, DBR Investments Co.Limited, as Initial Note A-3 Holder, DBR Investments Co. Limited, as InitialNote A-4 Holder, DBR Investments Co. Limited, as Initial Note A-5 Holder, andDBR Investments Co. Limited, as Initial Note A-6 Holder (filed as Exhibit 4.8to the registrant’s Current Report on Form 8-K filed on September 30, 2021under Commission File No. 333-226082-11 and incorporated by reference herein).

4.9          Agreement Between Noteholders, dated as of August 19,2021, by and between DBR Investments Co. Limited, as Initial Note A-1 Holder,DBR Investments Co. Limited, as Initial Note A-2 Holder, DBR Investments Co.Limited, as Initial Note A-3 Holder, DBR Investments Co. Limited, as InitialNote A-4 Holder, and DBR Investments Co. Limited, as Initial Note A-5 Holder(filed as Exhibit 4.9 to the registrant’s Current Report on Form 8-K filed onSeptember 30, 2021 under Commission File No. 333-226082-11 and incorporated byreference herein).

4.10        Agreement Between Noteholders, dated as of July 13, 2021,by and among Bank of America, N.A., as Initial Note A-1 Holder, Initial NoteA-2-1 Holder and Initial Note A-2-2 Holder, and Goldman Sachs Bank USA, asInitial Note A-3 Holder (filed as Exhibit 4.10 to the registrant’s CurrentReport on Form 8-K filed on September 30, 2021 under Commission File No.333-226082-11 and incorporated by reference herein).

4.11        Agreement Between Noteholders, dated as of August 19,2021, by and among Goldman Sachs Bank USA, as Initial Note A-1 Holder, andGoldman Sachs Bank USA, as Initial Note A-2 Holder (filed as Exhibit 4.11 tothe registrant’s Current Report on Form 8-K filed on September 30, 2021 underCommission File No. 333-226082-11 and incorporated by reference herein).

4.12        Co-Lender Agreement, dated as of July 2, 2021, by andbetween Citi Real Estate Funding Inc., as Initial Note A-1 Holder, and CitiReal Estate Funding Inc., as Initial Note A-2 Holder (filed as Exhibit 4.12 tothe registrant’s Current Report on Form 8-K filed on September 30, 2021 under CommissionFile No. 333-226082-11 and incorporated by reference herein).

 

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

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

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

33.2        LNR Partners, LLC, as Special Servicer

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

33.4        Wells Fargo Bank, National Association, asCustodian

33.5        Park Bridge Lender Services LLC, as OperatingAdvisor

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

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

33.8        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Watermark Tempe Mortgage Loan(see Exhibit 33.1)

33.9        LNR Partners, LLC, as Special Servicer of theWatermark Tempe Mortgage Loan (see Exhibit 33.2)

33.10      Wells Fargo Bank, National Association, as Trustee of the Watermark TempeMortgage Loan (Omitted. See Explanatory Notes.)

33.11      Wells Fargo Bank, National Association, asCustodian of the Watermark Tempe Mortgage Loan (see Exhibit 33.4)

33.12      Park Bridge Lender Services LLC, as OperatingAdvisor of the Watermark Tempe Mortgage Loan (see Exhibit 33.5)

33.13      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 33.7)

33.14      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 2 Washington Mortgage Loan(see Exhibit 33.1)

33.15      LNR Partners, LLC, as Special Servicer of the 2Washington Mortgage Loan (see Exhibit 33.2)

33.16      Wells Fargo Bank, National Association, as Trustee of the 2 Washington MortgageLoan (Omitted. See Explanatory Notes.)

33.17      Wells Fargo Bank, National Association, asCustodian of the 2 Washington Mortgage Loan (see Exhibit 33.4)

33.18      Park Bridge Lender Services LLC, as OperatingAdvisor of the 2 Washington Mortgage Loan (see Exhibit 33.5)

33.19      Computershare Trust Company, National Association, asServicing Function Participant for the Custodian on and after November 1, 2021(see Exhibit 33.7)

33.20      KeyBank National Association, as Primary Servicerof the One SoHo Square Mortgage Loan

33.21      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the One SoHo Square Mortgage Loan(see Exhibit 33.1)

33.22      U.S. Bank National Association, as Trustee andCustodian of the One SoHo Square Mortgage Loan

33.23      Pentalpha Surveillance LLC, as Operating Advisorof the One SoHo Square Mortgage Loan

33.24      Wells Fargo Bank, National Association, as PrimaryServicer of The Domain Mortgage Loan

33.25      KeyBank National Association, as Special Servicerof The Domain Mortgage Loan (see Exhibit 33.20)

33.26      Wilmington Trust, National Association, as Trustee of The Domain Mortgage Loan(Omitted. See Explanatory Notes.)

33.27      Wells Fargo Bank, National Association, asCustodian of The Domain Mortgage Loan (see Exhibit 33.4)

33.28      Park Bridge Lender Services LLC, as OperatingAdvisor of The Domain Mortgage Loan (see Exhibit 33.5)

33.29      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of The Domain Mortgage Loan

33.30      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 33.7)

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

33.32      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the College Point Mortgage Loan(see Exhibit 33.1)

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

33.34      Wells Fargo Bank, National Association, asCustodian of the College Point Mortgage Loan (see Exhibit 33.4)

33.35      Pentalpha Surveillance LLC, as Operating Advisorof the College Point Mortgage Loan (see Exhibit 33.23)

33.36      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 33.7)

33.37      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the ExchangeRight Net LeasedPortfolio #48 Mortgage Loan (see Exhibit 33.1)

33.38      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the ExchangeRight Net LeasedPortfolio #48 Mortgage Loan (see Exhibit 33.1)

33.39      Wells Fargo Bank, National Association, as Trustee of the ExchangeRight NetLeased Portfolio #48 Mortgage Loan (Omitted. See Explanatory Notes.)

33.40      Wells Fargo Bank, National Association, asCustodian of the ExchangeRight Net Leased Portfolio #48 Mortgage Loan (seeExhibit 33.4)

33.41      Pentalpha Surveillance LLC, as Operating Advisorof the ExchangeRight Net Leased Portfolio #48 Mortgage Loan (see Exhibit 33.23)

33.42      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 33.7)

33.43      KeyBank National Association, as Primary Servicerof the HQ @ First Mortgage Loan (see Exhibit 33.20)

33.44      KeyBank National Association, as Special Servicerof the HQ @ First Mortgage Loan (see Exhibit 33.20)

33.45      Wells Fargo Bank, National Association, as Trustee of the HQ @ First MortgageLoan (Omitted. See Explanatory Notes.)

33.46      Wells Fargo Bank, National Association, asCustodian of the HQ @ First Mortgage Loan (see Exhibit 33.4)

33.47      Pentalpha Surveillance LLC, as Operating Advisorof the HQ @ First Mortgage Loan (see Exhibit 33.23)

33.48      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 33.7)

34           Attestation reportson 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        LNR Partners, LLC, as Special Servicer

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

34.4        Wells Fargo Bank, National Association, asCustodian

34.5        Park Bridge Lender Services LLC, as OperatingAdvisor

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

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

34.8        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Watermark Tempe Mortgage Loan(see Exhibit 34.1)

34.9        LNR Partners, LLC, as Special Servicer of theWatermark Tempe Mortgage Loan (see Exhibit 34.2)

34.10      Wells Fargo Bank, National Association, as Trustee of the Watermark TempeMortgage Loan (Omitted. See Explanatory Notes.)

34.11      Wells Fargo Bank, National Association, asCustodian of the Watermark Tempe Mortgage Loan (see Exhibit 34.4)

34.12      Park Bridge Lender Services LLC, as OperatingAdvisor of the Watermark Tempe Mortgage Loan (see Exhibit 34.5)

34.13      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 34.7)

34.14      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 2 Washington Mortgage Loan(see Exhibit 34.1)

34.15      LNR Partners, LLC, as Special Servicer of the 2 WashingtonMortgage Loan (see Exhibit 34.2)

34.16      Wells Fargo Bank, National Association, as Trustee of the 2 Washington MortgageLoan (Omitted. See Explanatory Notes.)

34.17      Wells Fargo Bank, National Association, asCustodian of the 2 Washington Mortgage Loan (see Exhibit 34.4)

34.18      Park Bridge Lender Services LLC, as OperatingAdvisor of the 2 Washington Mortgage Loan (see Exhibit 34.5)

34.19      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 34.7)

34.20      KeyBank National Association, as Primary Servicerof the One SoHo Square Mortgage Loan

34.21      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the One SoHo Square Mortgage Loan(see Exhibit 34.1)

34.22      U.S. Bank National Association, as Trustee andCustodian of the One SoHo Square Mortgage Loan

34.23      Pentalpha Surveillance LLC, as Operating Advisorof the One SoHo Square Mortgage Loan

34.24      Wells Fargo Bank, National Association, as PrimaryServicer of The Domain Mortgage Loan

34.25      KeyBank National Association, as Special Servicerof The Domain Mortgage Loan (see Exhibit 34.20)

34.26      Wilmington Trust, National Association, as Trustee of The Domain Mortgage Loan(Omitted. See Explanatory Notes.)

34.27      Wells Fargo Bank, National Association, asCustodian of The Domain Mortgage Loan (see Exhibit 34.4)

34.28      Park Bridge Lender Services LLC, as OperatingAdvisor of The Domain Mortgage Loan (see Exhibit 34.5)

34.29      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of The Domain Mortgage Loan

34.30      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 34.7)

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

34.32      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the College Point Mortgage Loan(see Exhibit 34.1)

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

34.34      Wells Fargo Bank, National Association, asCustodian of the College Point Mortgage Loan (see Exhibit 34.4)

34.35      Pentalpha Surveillance LLC, as Operating Advisor ofthe College Point Mortgage Loan (see Exhibit 34.23)

34.36      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 34.7)

34.37      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the ExchangeRight Net LeasedPortfolio #48 Mortgage Loan (see Exhibit 34.1)

34.38      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the ExchangeRight Net LeasedPortfolio #48 Mortgage Loan (see Exhibit 34.1)

34.39      Wells Fargo Bank, National Association, as Trustee of the ExchangeRight NetLeased Portfolio #48 Mortgage Loan (Omitted. See Explanatory Notes.)

34.40      Wells Fargo Bank, National Association, asCustodian of the ExchangeRight Net Leased Portfolio #48 Mortgage Loan (seeExhibit 34.4)

34.41      Pentalpha Surveillance LLC, as Operating Advisorof the ExchangeRight Net Leased Portfolio #48 Mortgage Loan (see Exhibit 34.23)

34.42      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 34.7)

34.43      KeyBank National Association, as Primary Servicerof the HQ @ First Mortgage Loan (see Exhibit 34.20)

34.44      KeyBank National Association, as Special Servicerof the HQ @ First Mortgage Loan (see Exhibit 34.20)

34.45      Wells Fargo Bank, National Association, as Trustee of the HQ @ First MortgageLoan (Omitted. See Explanatory Notes.)

34.46      Wells Fargo Bank, National Association, asCustodian of the HQ @ First Mortgage Loan (see Exhibit 34.4)

34.47      Pentalpha Surveillance LLC, as Operating Advisorof the HQ @ First Mortgage Loan (see Exhibit 34.23)

34.48      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 34.7)

35           Servicer compliance statements.

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

35.2        LNR Partners, LLC, as Special Servicer

35.3        Wells Fargo Bank, National Association, asCertificate Administrator

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

35.5        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Watermark Tempe Mortgage Loan(see Exhibit 35.1)

35.6        LNR Partners, LLC, as Special Servicer of theWatermark Tempe Mortgage Loan (see Exhibit 35.2)

35.7        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 2 Washington Mortgage Loan(see Exhibit 35.1)

35.8        LNR Partners, LLC, as Special Servicer of the 2Washington Mortgage Loan (see Exhibit 35.2)

35.9        KeyBank National Association, as Primary Servicerof the One SoHo Square Mortgage Loan

35.10      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the One SoHo Square Mortgage Loan(see Exhibit 35.1)

35.11      Wells Fargo Bank, National Association, as PrimaryServicer of The Domain Mortgage Loan

35.12      KeyBank National Association, as Special Servicerof The Domain Mortgage Loan (see Exhibit 35.9)

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

35.14      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the College Point Mortgage Loan(see Exhibit 35.1)

35.15      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the ExchangeRight Net LeasedPortfolio #48 Mortgage Loan (see Exhibit 35.1)

35.16      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the ExchangeRight Net LeasedPortfolio #48 Mortgage Loan (see Exhibit 35.1)

35.17      KeyBank National Association, as Primary Servicer ofthe HQ @ First Mortgage Loan (see Exhibit 35.9)

35.18      KeyBank National Association, as Special Servicerof the HQ @ First Mortgage Loan (see Exhibit 35.9)

99.1        Mortgage Loan Purchase Agreement, dated as of September30, 2021, between GS Mortgage Securities Corporation II and Goldman SachsMortgage Company (filed as Exhibit 99.1 to the registrant’s Current Report onForm 8-K filed on September 30, 2021 under Commission File No. 333-226082-11and incorporated by reference herein).

99.2        Mortgage Loan Purchase Agreement, dated as of September30, 2021, between GS Mortgage Securities Corporation II and German AmericanCapital Corporation (filed as Exhibit 99.4 to the registrant’s Current Reporton Form 8-K filed on September 30, 2021 under Commission File No. 333-226082-11and incorporated by reference herein).

99.3        Mortgage Loan Purchase Agreement, dated as of September30, 2021, between GS Mortgage Securities Corporation II and JPMorgan ChaseBank, National Association (filed as Exhibit 99.3 to the registrant’s CurrentReport on Form 8-K filed on September 30, 2021 under Commission File No.333-226082-11 and incorporated by reference herein).

99.4        Mortgage Loan Purchase Agreement, dated as of September30, 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 September 30, 2021 under Commission File No. 333-226082-11 andincorporated by reference herein).

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

(c)    Not Applicable.

 

**SIGNATURES**

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

GS Mortgage Securities CorporationII(Depositor)

/s/ LeahNivison

LeahNivison, Chief Executive Officer

(senior officer in charge ofsecuritization of the depositor)

Date: March 14, 2022