**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-K**

(Mark One)

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

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

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

**For the transition period from _____ to _____Commission file number of the issuing entity: 333-226082-12**

**Central Index Key Number of the issuing entity:0001895116**

**GS Mortgage Securities Trust2021-GSA3**

**(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: 0001624053**

**Argentic Real Estate Finance LLC**

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

** **

**Central Index Key Number of the sponsor: 0001548405**

**Starwood Mortgage Capital LLC**

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

** **

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

**the issuing entity)** | **38-4205651**

**38-4205652**

**38-7274867**

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

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

**c/o Computershare Trust Company, National Association**

**as Certificate Administrator**

**9062 Old Annapolis Road**

**Columbia, MD**

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

**21045**

**(Zip Code)**

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

**(212) 902-1000**

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

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

 

 

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

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

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

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

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

Not applicable.

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

Large acceleratedfiler        o                                                                                                       Acceleratedfiler                                     o

Non-acceleratedfiler          ⌧                                                                                                      Smaller 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

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 425 Eye Street Mortgage Loan, whichconstituted approximately 9.98% of the asset pool of the issuing entity as ofits cut-off date, is an asset of the issuing entity and is part of a loancombination that includes the 425 Eye Street Mortgage Loan and one other *paripassu* loan, which is not an asset of the issuing entity. This loancombination, including the 425 Eye Street Mortgage Loan, is being serviced andadministered pursuant to the Pooling and Servicing Agreement, which isincorporated by reference 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 AMF Portfolio Mortgage Loan, whichconstituted approximately 6.1% of the asset pool of the issuing entity as ofits cut-off date.  The AMF Portfolio Mortgage Loan is an asset of theissuing entity and is part of a loan combination that includes the AMFPortfolio Mortgage Loan and seven other *pari passu* loans, which are notassets of the issuing entity. A *pari passu* portion of the loancombination was securitized in the BBCMS Mortgage Trust 2021-C12 transaction,Commission File Number 333-257737-01 (the “BBCMS 2021-C12 Transaction”).This loan combination, including the AMF Portfolio Mortgage Loan, is beingserviced and administered pursuant to the pooling and servicing agreement forthe BBCMS 2021-C12 Transaction, which is incorporated by reference as Exhibit4.2 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 La Encantada Mortgage Loan, whichconstituted approximately 4.3% of the asset pool of the issuing entity as ofits cut-off date.  The La Encantada Mortgage Loan is an asset of the issuingentity and is part of a loan combination that includes the La EncantadaMortgage Loan and two other *pari passu* loans, which are not assets ofthe issuing entity. A *pari passu* portion of the loan combination wassecuritized in the Benchmark 2021-B31 Mortgage Trust transaction, CommissionFile Number 333-228597-10 (the “Benchmark 2021-B31 Transaction”). Thisloan combination, including the La Encantada Mortgage Loan, is being servicedand administered pursuant to the pooling and servicing agreement for the Benchmark2021-B31 Transaction, which is incorporated by reference as Exhibit 4.3 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.

Pentalpha Surveillance LLC is theoperating advisor of the mortgage loans serviced under the Pooling andServicing Agreement, the AMF Portfolio Mortgage Loan and the La EncantadaMortgage Loan.  As a result, Pentalpha Surveillance LLC is a servicingfunction participant in the capacities described above, because it is servicingmortgage loans that constituted 5% or more of the assets of the issuing entityas of its cut-off date. The assessments of compliance with applicable servicingcriteria and accountants’ attestation reports delivered by PentalphaSurveillance LLC in the capacities described above are listed in the Exhibit Index.

LNR Partners, LLC is the specialservicer of the AMF Portfolio Mortgage Loan.  This mortgage loanconstitutes 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 for LNRPartners, LLC and an accountants’ attestation report pursuant to Item 1122 ofRegulation AB because LNR Partners, LLC is servicing more than 5% of the poolassets.  LNR Partners, LLC is an affiliate of Starwood Mortgage CapitalLLC, one of the sponsors. Therefore, the Depositor included in this AnnualReport on Form 10-K a servicer compliance statement for LNR Partners, LLCpursuant to Item 1123 of Regulation AB.

Wilmington Trust, NationalAssociation acts as trustee of the mortgage loans serviced under the Poolingand Servicing Agreement, the AMF Portfolio Mortgage Loan and the La EncantadaMortgage Loan.  Pursuant to the Pooling and Servicing Agreement, thepooling and servicing agreement for the BBCMS 2021-C12 Transaction and thepooling and servicing agreement for the Benchmark 2021-B31 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 mortgage loans serviced underthe Pooling and Servicing Agreement, the AMF Portfolio Mortgage Loan and the LaEncantada Mortgage Loan have delivered one or more assessments of compliancewith respect to Item 1122(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 master servicer under the Pooling and ServicingAgreement to remit tax payments received from the escrow accounts of borrowersto local taxing authorities, to report tax amounts due, to verify tax parcelinformation, and to verify non-escrow tax payments. These servicing functionsare included within the servicing criteria set forth in Items 1122(d)(4)(xi)and 1122(d)(4)(xii) of Regulation AB.  Therefore, under theprinciples-based definition of “servicer” set forth in Item 1101(j) ofRegulation 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)).

Theassessments of compliance with applicable servicing criteria, accountants’attestation reports and servicer compliance statements of the certificateadministrator of the AMF Portfolio Mortgage Loan and the La Encantada MortgageLoan are omitted from this Annual Report on Form 10-K as the certificateadministrator pursuant to the related pooling and servicing agreement or trustand servicing agreement does not perform any activities that address servicingcriteria with respect to the issuing entity and because they are each not a“servicer” that meets the criteria in Item 1108(a)(2)(i) through (iii) ofRegulation AB.

With respect to the *pari passu*loan combinations that include the AMF Portfolio Mortgage Loan and the LaEncantada Mortgage Loan, (i) the reports on assessment of compliance withservicing criteria and attestation reports on assessment of compliance withservicing criteria of Midland Loan Services, a Division of PNC Bank, NationalAssociation as primary servicer of the La Encantada Mortgage Loan, RialtoCapital Advisors, LLC as special servicer of the La Encantada Mortgage Loan andCitibank, N.A. as custodian of the La Encantada Mortgage Loan, listed on theExhibit Index are omitted from this Annual Report on Form 10-K as they are notrequired to be included on this Annual Report on Form 10-K per Instruction 3 toItem 1122 of Regulation AB because they are parties performing activities thataddress servicing criteria relating to 5% or less of the assets of the issuingentity; and (ii) the servicer compliance statements of KeyBank NationalAssociation as primary servicer of the AMF Portfolio Mortgage Loan, MidlandLoan Services, a Division of PNC Bank, National Association as primary servicerof the La Encantada Mortgage Loan and Rialto Capital Advisors, LLC as specialservicer of the La Encantada Mortgage Loan, listed on the Exhibit Index areomitted from this Annual Report on Form 10-K as they are not required by Item1123 of Regulation AB to be included on this Annual Report on Form 10-K becausethey are each an unaffiliated party that is not a “servicer” that meets thecriteria in Item 1108(a)(2)(i) through (iii) of Regulation AB.

**PART I**

**Item 1.  Business.**

Omitted.

**Item 1A.  Risk Factors.**

Omitted.

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

None.

**Item 1C.  Cybersecurity.**

Omitted.

**Item 2.  Properties.**

Omitted.

**Item 3.  Legal Proceedings.**

Omitted.

**Item 4.  Mine Safety Disclosures.**

Not applicable.

**PART II**

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

Omitted.

**Item 6.  **

[Reserved]

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

**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 December 23, 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 AMF Portfolio Mortgage Loan,which is being serviced and administered pursuant to the pooling and servicingagreement for the BBCMS 2021-C12 Transaction, are attached hereto under Item 15to this Annual Report on Form 10-K. Attached as Exhibit AA to the pooling andservicing agreement for the BBCMS 2021-C12 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 BBCMS2021-C12 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 La Encantada Mortgage Loan, whichis being serviced and administered pursuant to the pooling and servicingagreement for the Benchmark 2021-B31 Transaction, are attached hereto underItem 15 to this Annual Report on Form 10-K. Attached as Exhibit O to thepooling and servicing agreement for the Benchmark 2021-B31 Transaction incorporatedby reference as Exhibit 4.3 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for theBenchmark 2021-B31 Transaction responsible for each applicable servicingcriteria set forth in Item 1122(d).

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

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

**PART IV**

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

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

(1) Not applicable

(2) Not applicable

(3) See below

 

4.1          Pooling and Servicing Agreement, dated as of December 1,2021, among GS Mortgage Securities Corporation II, as Depositor, Wells FargoBank, National Association, as Master Servicer, Argentic Services Company LP,as Special Servicer, Computershare Trust Company, National Association, asCertificate Administrator, Wilmington Trust, National Association, as Trustee,and Pentalpha Surveillance LLC, as Operating Advisor and as AssetRepresentations Reviewer (filed as Exhibit 4.1 to the registrant’s Current Reporton Form 8-K filed on December 23, 2021 under Commission File No. 333-226082-12and incorporated by reference herein).

4.2          Pooling and Servicing Agreement, dated as of November 1,2021, between Barclays Commercial Mortgage Securities LLC, as Depositor,KeyBank National Association, as Master Servicer, LNR Partners, LLC, as SpecialServicer, Computershare Trust Company, National Association, as CertificateAdministrator, Wilmington Trust, National Association, as Trustee, andPentalpha Surveillance LLC, as Operating Advisor and as Asset RepresentationsReviewer (filed as Exhibit 4.2 to the registrant’s Current Report on Form 8-Kfiled on December 23, 2021 under Commission File No. 333-226082-12 andincorporated by reference herein).

4.3          Pooling and Servicing Agreement, dated as of December 1,2021, among Citigroup Commercial Mortgage Securities Inc., as Depositor,Midland Loan Services, a Division of PNC Bank, National Association, as MasterServicer, Rialto Capital Advisors, LLC, as Special Servicer, PentalphaSurveillance LLC, as Operating Advisor and as Asset Representations Reviewer,Citibank, N.A., as Certificate Administrator, and Wilmington Trust, NationalAssociation, as Trustee (filed as Exhibit 4.3 to the registrant’s CurrentReport on Form 8-K filed on December 23, 2021 under Commission File No.333-226082-12 and incorporated by reference herein).

4.4          Agreement Between Noteholders, dated as of December 23,2021, by and between Goldman Sachs Bank USA, as Initial Note A-1 Holder, andGoldman Sachs Bank USA, as Initial Note A-2 Holder (filed as Exhibit 4.4 to theregistrant’s Current Report on Form 8-K filed on December 23, 2021 underCommission File No. 333-226082-12 and incorporated by reference herein).

4.5          Co-Lender Agreement, dated as of October 29, 2021, by andbetween Bank of Montreal, as Initial Note A-1 Holder, Bank of Montreal, asInitial Note A-2 Holder, Bank of Montreal, as Initial Note A-4 Holder, Bank ofMontreal, as Initial Note A-6 Holder, Bank of Montreal, as Initial Note A-8Holder, Bank of Montreal, as Initial Note A-10 Holder, Starwood MortgageCapital LLC, as Initial Note A-3 Holder, Starwood Mortgage Capital LLC, asInitial Note A-5 Holder, Starwood Mortgage Capital LLC, as Initial Note A-7Holder, and Starwood Mortgage Capital LLC, as Initial Note A-9 Holder (filed asExhibit 4.5 to the registrant’s Current Report on Form 8-K filed on December23, 2021 under Commission File No. 333-226082-12 and incorporated by referenceherein).

4.6          Agreement Between Noteholders, dated as of November 16,2021, by and among Goldman Sachs Bank USA, as Initial Note A-1 Holder, GoldmanSachs Bank USA, as Initial Note A-2 Holder, and Goldman Sachs Bank USA, asInitial Note A-3 Holder (filed as Exhibit 4.6 to the registrant’s CurrentReport on Form 8-K filed on December 23, 2021 under Commission File No.333-226082-12 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-backedsecurities.

33.1        Wells Fargo Bank, National Association, as MasterServicer

33.2        Argentic Services Company LP, as Special Servicer

33.3        Wilmington Trust, National Association, as Trustee (Omitted. See ExplanatoryNotes.)

33.4        Computershare Trust Company, National Association,as Certificate Administrator

33.5        Computershare Trust Company, National Association,as Custodian

33.6        Pentalpha Surveillance LLC, as Operating Advisor

33.7        CoreLogic Solutions, LLC, as Servicing FunctionParticipant

33.8        Wells Fargo Bank, National Association, as PrimaryServicer of the 425 Eye Street Mortgage Loan (see Exhibit 33.1)

33.9        Argentic Services Company LP, as Special Servicerof the 425 Eye Street Mortgage Loan (see Exhibit 33.2)

33.10      Wilmington Trust, National Association, as Trustee of the 425 Eye StreetMortgage Loan (Omitted. See Explanatory Notes.)

33.11      Computershare Trust Company, National Association,as Custodian of the 425 Eye Street Mortgage Loan (see Exhibit 33.5)

33.12      Pentalpha Surveillance LLC, as Operating Advisor ofthe 425 Eye Street Mortgage Loan (see Exhibit 33.6)

33.13      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the 425 Eye Street Mortgage Loan (see Exhibit 33.7)

33.14      KeyBank National Association, as Primary Servicerof the AMF Portfolio Mortgage Loan

33.15      LNR Partners, LLC, as Special Servicer of the AMFPortfolio Mortgage Loan

33.16      Wilmington Trust, National Association, as Trustee of the AMF PortfolioMortgage Loan (Omitted. See Explanatory Notes.)

33.17      Computershare Trust Company, National Association,as Custodian of the AMF Portfolio Mortgage Loan (see Exhibit 33.5)

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

33.19      Midland Loan Services, a Division of PNC Bank, National Association, as PrimaryServicer of the La Encantada Mortgage Loan (Omitted. See Explanatory Notes.) 

33.20      Rialto Capital Advisors, LLC, as Special Servicer of the La Encantada MortgageLoan (Omitted. See Explanatory Notes.)

33.21      Wilmington Trust, National Association, as Trustee of the La Encantada MortgageLoan (Omitted. See Explanatory Notes.)

33.22      Citibank, N.A., as Custodian of the La Encantada Mortgage Loan (Omitted. SeeExplanatory Notes.)

33.23      Pentalpha Surveillance LLC, as Operating Advisor ofthe La Encantada Mortgage Loan (see Exhibit 33.6)

34           Attestationreports on assessment of compliance with servicing criteria for asset-backedsecurities.

34.1        Wells Fargo Bank, National Association, as MasterServicer

34.2        Argentic Services Company LP, as Special Servicer

34.3        Wilmington Trust, National Association, as Trustee (Omitted. See ExplanatoryNotes.)

34.4        Computershare Trust Company, National Association,as Certificate Administrator

34.5        Computershare Trust Company, National Association,as Custodian

34.6        Pentalpha Surveillance LLC, as Operating Advisor

34.7        CoreLogic Solutions, LLC, as Servicing FunctionParticipant

34.8        Wells Fargo Bank, National Association, as PrimaryServicer of the 425 Eye Street Mortgage Loan (see Exhibit 34.1)

34.9        Argentic Services Company LP, as Special Servicerof the 425 Eye Street Mortgage Loan (see Exhibit 34.2)

34.10      Wilmington Trust, National Association, as Trustee of the 425 Eye StreetMortgage Loan (Omitted. See Explanatory Notes.)

34.11      Computershare Trust Company, National Association,as Custodian of the 425 Eye Street Mortgage Loan (see Exhibit 34.5)

34.12      Pentalpha Surveillance LLC, as Operating Advisor ofthe 425 Eye Street Mortgage Loan (see Exhibit 34.6)

34.13      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the 425 Eye Street Mortgage Loan (see Exhibit 34.7)

34.14      KeyBank National Association, as Primary Servicerof the AMF Portfolio Mortgage Loan

34.15      LNR Partners, LLC, as Special Servicer of the AMFPortfolio Mortgage Loan

34.16      Wilmington Trust, National Association, as Trustee of the AMF PortfolioMortgage Loan (Omitted. See Explanatory Notes.)

34.17      Computershare Trust Company, National Association,as Custodian of the AMF Portfolio Mortgage Loan (see Exhibit 34.5)

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

34.19      Midland Loan Services, a Division of PNC Bank, National Association, as PrimaryServicer of the La Encantada Mortgage Loan (Omitted. See Explanatory Notes.) 

34.20      Rialto Capital Advisors, LLC, as Special Servicer of the La Encantada MortgageLoan (Omitted. See Explanatory Notes.)

34.21      Wilmington Trust, National Association, as Trustee of the La Encantada MortgageLoan (Omitted. See Explanatory Notes.)

34.22      Citibank, N.A., as Custodian of the La Encantada Mortgage Loan (Omitted. SeeExplanatory Notes.)

34.23      Pentalpha Surveillance LLC, as Operating Advisor ofthe La Encantada Mortgage Loan (see Exhibit 34.6)

35           Servicer compliance statements.

35.1        Wells Fargo Bank, National Association, as MasterServicer

35.2        Argentic Services Company LP, as Special Servicer

35.3        Computershare Trust Company, National Association,as Certificate Administrator

35.4        Wells Fargo Bank, National Association, as PrimaryServicer of the 425 Eye Street Mortgage Loan (see Exhibit 35.1)

35.5        Argentic Services Company LP, as Special Servicerof the 425 Eye Street Mortgage Loan (see Exhibit 35.2)

35.6        KeyBank National Association, as Primary Servicer of the AMF Portfolio MortgageLoan (Omitted. See Explanatory Notes.) 

35.7        LNR Partners, LLC, as Special Servicer of the AMFPortfolio Mortgage Loan

35.8        Midland Loan Services, a Division of PNC Bank, National Association, as PrimaryServicer of the La Encantada Mortgage Loan (Omitted. See Explanatory Notes.) 

35.9        Rialto Capital Advisors, LLC, as Special Servicer of the La Encantada MortgageLoan (Omitted. See Explanatory Notes.)

99.1        Mortgage Loan Purchase Agreement, dated as of December23, 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 December 23, 2021 under Commission File No. 333-226082-12 andincorporated by reference herein).

99.2        Mortgage Loan Purchase Agreement, dated as of December23, 2021, between GS Mortgage Securities Corporation II and Argentic RealEstate Finance LLC (filed as Exhibit 99.2 to the registrant’s Current Report onForm 8-K filed on December 23, 2021 under Commission File No. 333-226082-12 andincorporated by reference herein).

99.3        Mortgage Loan Purchase Agreement, dated as of December23, 2021, between GS Mortgage Securities Corporation II and Starwood MortgageCapital LLC (filed as Exhibit 99.3 to the registrant’s Current Report on Form8-K filed on December 23, 2021 under Commission File No. 333-226082-12 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/ Scott Epperson

ScottEpperson, Chief Executive Officer

(senior officer in charge ofsecuritization of the depositor)

Date: March 18, 2024

** **