UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 (Mark One)

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

 For the fiscal year ended December 31, 2024

or

 o TRANSITION
REPORT 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 its
charter)

 Central Index Key Number of the depositor: 0001004158

 GS Mortgage Securities Corporation
II

 (exact name of the depositor as specified in its
charter)

 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, National
Association

 (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 Numbers)

c/o Computershare Trust Company, National Association, as agent for

 Wells Fargo Bank, National Association

 as Certificate Administrator

 9062 Old Annapolis Road

 Columbia, MD

 (Address of principal
executive 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 the
Act: None.

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

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

 Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes o No

 Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation 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 such files).

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

 Large accelerated
filer o
Accelerated
filer
o

 Non-accelerated
filer

Smaller reporting
company
o

Emerging growth
company
o

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

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

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

 Indicate by check mark whether any of those error corrections
are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant's executive officers during the
relevant recovery period pursuant to §240.10D-1(b). o

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

 State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked price of
such common equity, as of the last business day of the registrant's most
recently completed second fiscal quarter.

 Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court. o
Yes o
No

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

 DOCUMENTS INCORPORATED BY REFERENCE

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

 EXPLANATORY NOTES

 The Watermark Tempe Mortgage Loan and the 2
Washington 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 combination
that includes (a) with respect to the Watermark Tempe Mortgage Loan, one other pari
passu loan, which is not an asset of the issuing entity and (b) with
respect to the 2 Washington Mortgage Loan, three other pari passu loans,
which are not assets of the issuing entity. These loan combinations, including
the Watermark Tempe Mortgage Loan and the 2 Washington Mortgage Loan, are being
serviced and administered pursuant to the Pooling and Servicing Agreement,
which is incorporated by reference as Exhibit 4.1 to this Annual Report on Form
10-K.

 The Exhibit Index describes
exhibits provided by certain parties (in their capacities indicated on the
Exhibit Index) with respect to the One SoHo Square Mortgage Loan, which
constituted approximately 9.99% of the asset pool of the issuing entity as of its
cut-off date. The One SoHo Square Mortgage Loan is an asset of the
issuing entity and is part of a loan combination that includes the One SoHo
Square Mortgage Loan, fifteen other pari passu loans and three
subordinate companion loans, which are not assets of the issuing entity. A pari
passu portion of the loan combination was securitized in the SOHO Trust
2021-SOHO transaction (the " SOHO 2021-SOHO Transaction "). This loan
combination, including the One SoHo Square Mortgage Loan, is being serviced and
administered pursuant to the trust and servicing agreement for the SOHO
2021-SOHO Transaction, which is incorporated by reference as Exhibit 4.2 to
this Annual Report on Form 10-K.

 The Exhibit Index describes
exhibits provided by certain parties (in their capacities indicated on the
Exhibit Index) with respect to The Domain Mortgage Loan, which constituted
approximately 5.7% of the asset pool of the issuing entity as of its cut-off
date. The Domain Mortgage Loan is an asset of the issuing entity and is
part of a loan combination that includes The Domain Mortgage Loan and four
other pari passu loans, which are not assets of the issuing entity. A pari
passu portion of the loan combination was securitized in the BANK
2021-BNK35 transaction, Commission File Number 333-227446-16 (the " BANK
2021-BNK35 Transaction "). This loan combination, including The Domain
Mortgage Loan, is being serviced and administered pursuant to the pooling and
servicing agreement for the BANK 2021-BNK35 Transaction, which is incorporated
by reference as Exhibit 4.3 to this Annual Report on Form 10-K.

 The Exhibit Index describes
exhibits provided by certain parties (in their capacities indicated on the
Exhibit Index) with respect to the College Point Mortgage Loan and the
ExchangeRight Net Leased Portfolio #48 Mortgage Loan, which constituted
approximately 2.7% and 1.8%, respectively, of the asset pool of the issuing
entity as of its cut-off date. The College Point Mortgage Loan and the
ExchangeRight Net Leased Portfolio #48 Mortgage Loan are each an asset of the
issuing entity and are each part of a loan combination that includes the
College Point Mortgage Loan or the ExchangeRight Net Leased Portfolio #48
Mortgage Loan and one other pari passu loan, each of which is not an
asset of the issuing entity. The other pari passu portion of each loan
combination was 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 the ExchangeRight Net Leased Portfolio #48 Mortgage Loan, are
being serviced and administered pursuant to the pooling and servicing agreement
for the Benchmark 2021-B28 Transaction, which is incorporated by reference as
Exhibit 4.4 to this Annual Report on Form 10-K.

 The Exhibit Index describes
exhibits provided by certain parties (in their capacities indicated on the
Exhibit Index) with respect to the HQ @ First Mortgage Loan, which constituted
approximately 8.8% of the asset pool of the issuing entity as of its cut-off
date. The HQ @ First Mortgage Loan is an asset of the issuing entity and
is part of a loan combination that includes the HQ @ First Mortgage Loan, four
other pari passu loans and two subordinate companion loans, which are
not assets of the issuing entity. A pari passu portion of the loan
combination was securitized in the KREST Commercial Mortgage Securities Trust
2021-CHIP transaction (the " KREST 2021-CHIP Transaction "). This loan
combination, including the HQ @ First Mortgage Loan, is being serviced and
administered pursuant to the trust and servicing agreement for the KREST
2021-CHIP Transaction, which is incorporated by reference as Exhibit 4.5 to
this Annual Report on Form 10-K.

 The master servicer of a pooling
and servicing agreement or trust and servicing agreement also functions as the
primary servicer of the related mortgage loans serviced and administered
pursuant to such agreement unless a separate primary servicer is identified
herein. If this report does not identify a separate primary servicer, the
servicer compliance statement provided by the master servicer under any such
agreement also encompasses its responsibilities as primary servicer of the
related mortgage loan or mortgage loans.

 Midland Loan Services, a Division
of PNC Bank, National Association is the master servicer of the mortgage loans
serviced under the Pooling and Servicing Agreement and the primary servicer of
the College Point Mortgage Loan and the ExchangeRight Net Leased Portfolio #48
Mortgage 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) of
Regulation AB, in the capacities described above, because it is servicing
mortgage loans that constituted 10% or more of the assets of the issuing entity
as of its cut-off date. The assessments of compliance with applicable servicing
criteria, accountants' attestation reports and servicer compliance statements
delivered by Midland Loan Services, a Division of PNC Bank, National
Association in the capacities described above are listed in the Exhibit Index.

 LNR Partners, LLC is the special
servicer of the mortgage loans serviced under the Pooling and Servicing
Agreement, the College Point Mortgage Loan and the ExchangeRight Net Leased
Portfolio #48 Mortgage Loan. As a result, LNR Partners, LLC is a "servicer" as
defined in Item 1108(a)(2)(iii) of Regulation AB, in the capacities described
above, because it is servicing mortgage loans that constituted 10% or more of
the assets of the issuing entity as of its cut-off date. The assessments of
compliance with applicable servicing criteria, accountants' attestation reports
and servicer compliance statements delivered by LNR Partners, LLC in the
capacities described above are listed in the Exhibit Index.

 Wells Fargo Bank, National
Association is the certificate administrator of the mortgage loans serviced
under the Pooling and Servicing Agreement and the primary servicer of The
Domain 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 the
capacities described above, because it is servicing mortgage loans that
constituted 10% or more of the assets of the issuing entity as of its cut-off
date. The assessments of compliance with applicable servicing criteria,
accountants' attestation reports and servicer compliance statements delivered
by Wells Fargo Bank, National Association in the capacities described above are
listed in the Exhibit Index.

 Wells Fargo Bank, National
Association is the custodian of the mortgage loans serviced under the Pooling
and Servicing Agreement, the HQ @ First Mortgage Loan, The Domain Mortgage
Loan, the College Point Mortgage Loan and the ExchangeRight Net Leased Portfolio
#48 Mortgage Loan. As a result, Wells Fargo Bank, National Association is
a servicing function participant in the capacities described above, because it
is servicing mortgage loans that constituted 5% or more of the assets of the
issuing entity as of its cut-off date. The assessments of compliance with
applicable servicing criteria and accountants' attestation reports delivered by
Wells Fargo Bank, National Association in the capacities described above are
listed in the Exhibit Index.

 KeyBank National Association is
the primary servicer of the One SoHo Square Mortgage Loan, the special servicer
of The Domain Mortgage Loan and the primary servicer and special servicer of
the 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 the
capacities described above, because it is servicing mortgage loans that
constituted 10% or more of the assets of the issuing entity as of its cut-off
date. The assessments of compliance with applicable servicing criteria,
accountants' attestation reports and servicer compliance statements delivered
by KeyBank National Association in the capacities described above are listed in
the Exhibit Index.

 Pentalpha Surveillance LLC is the
operating advisor of the One SoHo Square Mortgage Loan, the HQ @ First Mortgage
Loan, the College Point Mortgage Loan and the ExchangeRight Net Leased
Portfolio #48 Mortgage Loan. As a result, Pentalpha Surveillance LLC is a
servicing function participant in the capacities described above, because it is
servicing mortgage loans that constituted 5% or more of the assets of the
issuing entity as of its cut-off date. The assessments of compliance with
applicable servicing criteria and accountants' attestation reports delivered by
Pentalpha Surveillance LLC in the capacities described above are listed in the
Exhibit Index.

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

 Wilmington Trust, National
Association acts as trustee of The Domain Mortgage Loan. Pursuant to the
pooling and servicing agreement for the BANK 2021-BNK35 Transaction, the
trustee is required to provide an assessment of compliance with applicable servicing
criteria solely with respect to Item 1122(d)(2)(iii) of Regulation AB
(regarding advances of funds or guarantees regarding collections, cash flows or
distributions, and any interest or other fees charged for such advances, are
made, reviewed and approved as specified in the transaction agreements).
However, during the reporting period, the trustee did not perform any servicing
function with respect to the servicing criteria specified in Item
1122(d)(2)(iii) of Regulation AB. The master servicer or the special
servicer, to the extent required, performed the servicing function identified
with respect to Item 1122(d)(2)(iii) of Regulation AB, and each such party
included Item 1122(d)(2)(iii) of Regulation AB in the assessment of compliance
with applicable servicing criteria and accountant's attestation report for the
subject transaction. As a result, this Annual Report on Form 10-K does
not include an assessment of compliance with applicable servicing criteria of
the trustee. One or more other servicers of The Domain Mortgage Loan have
delivered one or more assessments of compliance with respect to Item
1122(d)(2)(iii) of Regulation AB.

 This Annual Report on Form 10-K
includes assessments of compliance with applicable servicing criteria and
accountants' attestation reports from CoreLogic Solutions, LLC. This
entity was engaged by the primary servicer of The Domain Mortgage Loan to remit
tax payments received from the escrow accounts of borrowers to local taxing
authorities, to report tax amounts due, to verify tax parcel information, and
to verify non-escrow tax payments. These servicing functions are included
within the servicing criteria set forth in Item 1122(d)(4)(xi) of Regulation
AB. Therefore, under the principles-based definition of "servicer" set
forth in Item 1101(j) of Regulation AB that looks to the functions that an
entity performs, this vendor is a "servicer" for the purposes of Item 1122 of
Regulation AB. See Compliance and Disclosure Interpretations,
Section 301.01 (Item 1101(j)).

 This Annual
Report on Form 10-K includes an assessment of compliance with applicable
servicing criteria, accountants' attestation report and servicer compliance
statement from Computershare Trust Company, National Association (" CTCNA ").
CTCNA was engaged by Wells Fargo Bank, National Association (" Wells Fargo "),
in its capacity as certificate administrator and custodian, to perform certain
specified servicing functions identified in the assessment of compliance with
applicable servicing criteria and accountants' attestation reports. Wells
Fargo engaged CTCNA in connection with the sale of Wells Fargo's corporate
trust services business to CTCNA and its affiliates. Further, under the
principles-based definition of "servicer" set forth in Item 1101(j) of
Regulation AB that looks to the functions that an entity performs, this party
is a "servicer" for the purposes of Item 1123 of Regulation AB. See
Compliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).

 The assessments of compliance with
applicable servicing criteria, accountants' attestation reports and servicer
compliance statements of the certificate administrator of The Domain Mortgage
Loan, the College Point Mortgage Loan, the ExchangeRight Net Leased Portfolio
#48 Mortgage Loan, the HQ @ First Mortgage Loan and the One SoHo Square
Mortgage Loan are omitted from this Annual Report on Form 10-K as the
certificate administrator pursuant to the related pooling and servicing
agreement or trust and servicing agreement does not perform any activities that
address servicing criteria 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) of Regulation AB.

 With respect to the pari passu
loan combination that includes the One SoHo Square Mortgage Loan, the servicer
compliance statement of K-Star Asset Management LLC as special servicer of the
One SoHo Square Mortgage Loan, listed on the Exhibit Index is omitted from this
Annual Report on Form 10-K as it is not required by Item 1123 of Regulation AB
to be included on this Annual Report on Form 10-K because it is an unaffiliated
party that is not a "servicer" that meets the criteria in Item 1108(a)(2)(i)
through (iii) of Regulation AB.

 Item 1. Business.

 Item 1A. Risk Factors.

 Item 1B. Unresolved Staff Comments.

 None.

 Item 1C. Cybersecurity.

 Item 2. Properties.

 Item 3. Legal Proceedings.

 Item 4. Mine Safety Disclosures.

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

 Item 6. [Reserved]

 Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations.

 Item 7A. Quantitative and Qualitative Disclosures
About Market Risk.

 Item 8. Financial Statements and Supplementary Data.

 Item 9. Changes in and Disagreements With
Accountants on Accounting and Financial Disclosure.

 Item 9A. Controls and Procedures.

 Item 9B. Other Information.

 None.

 Item 9C. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections.

 None.

 Item 10. Directors, Executive Officers and Corporate
Governance.

 Item 11. Executive Compensation.

 Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters.

 Item 13. Certain Relationships and Related
Transactions, and Director Independence.

 Item 14. Principal Accountant Fees and Services.

 ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB

 Item 1112(b) of Regulation AB, Significant Obligor
Financial Information.

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

 Item 1114(b)(2) of Regulation AB, Significant Enhancement
Provider Financial Information.

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

 Item 1115(b) of Regulation AB, Certain Derivatives
Instruments (Financial Information).

 No entity or group of affiliated entities provides any
derivative instruments or other support for the certificates within this
transaction as described under Item 1115 of Regulation AB.

 Item 1117 of Regulation AB, Legal
Proceedings.

 The registrant knows of no material
pending legal proceeding involving the trust or any party related to the trust,
other than routine litigation incidental to the duties of those respective
parties, and the following, with respect to U.S. Bank
Trust Company, National Association, as Trustee and Certificate Administrator,
U.S. Bank National Association, as Custodian, and Wells Fargo Bank, National
Association, as Trustee, Certificate Administrator, and Custodian.

 U.S. Bank National Association
("U.S. Bank") and other large financial institutions have been sued in their
capacity as trustee or successor trustee for certain residential mortgage
backed securities ("RMBS") trusts. The complaints, primarily
filed by investors or investor groups against U.S. Bank and similar
institutions, allege the trustees caused losses to investors as a result of
alleged failures by the sponsors, mortgage loan sellers and servicers to comply
with the governing agreements for these RMBS trusts. Plaintiffs generally
assert causes of action based upon the trustees' purported failures to enforce
repurchase obligations of mortgage loan sellers for alleged breaches of
representations and warranties, notify securityholders of purported events of
default allegedly caused by breaches of servicing standards by mortgage loan
servicers and abide by a heightened standard of care following alleged events
of default.

 U.S. Bank denies liability and believes that it has
performed its obligations under the RMBS trusts in good faith, that its actions
were not the cause of losses to investors, that it has meritorious defenses,
and it has contested and intends to continue contesting the plaintiffs' claims
vigorously. However, U.S. Bank cannot assure you as to the outcome of any
of the litigation, or the possible impact of these litigations on the trustee
or the RMBS trusts.

 On March 9, 2018, a law firm
purporting to represent fifteen Delaware statutory trusts (the "DSTs") that
issued securities backed by student loans (the "Student Loans") filed a lawsuit
in the Delaware Court of Chancery against U.S. Bank National Association ("U.S.
Bank") in its capacities as indenture trustee and successor special servicer,
and three other institutions in their respective transaction capacities, with
respect to the DSTs and the Student Loans. This lawsuit is captioned The
National Collegiate Student 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 result of purported misconduct or omissions by the
defendants concerning administration of the trusts and special servicing of the
Student Loans. Since the filing of the NCMSLT Action, certain Student
Loan borrowers have made assertions against U.S. Bank concerning special
servicing that appear to be based on certain allegations made on behalf of the
DSTs in the NCMSLT Action.

 U.S. Bank has filed a motion
seeking dismissal of the operative complaint in its entirety with prejudice
pursuant to Chancery Court Rules 12(b)(1) and 12(b)(6) or, in the alternative,
a stay of the case while other 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 its entirety pending resolution of the first-filed
cases. On January 21, 2020, the Court entered an order consolidating for
pretrial purposes the NCMSLT Action and three other lawsuits pending in the
Delaware Court of Chancery concerning the DSTs and the Student Loans, which
remains pending.

 U.S. Bank denies liability in the NCMSLT Action and believes
it has performed its obligations as indenture trustee and special servicer in
good faith and in compliance in all material respects with the terms of the
agreements governing the DSTs and that it has meritorious defenses. It
has contested and intends to continue contesting the plaintiffs' claims
vigorously.

 In December 2014, Phoenix Light SF
Limited (Phoenix Light) and certain related entities filed a complaint in the
United States District Court for the Southern District of New York alleging
claims against Wells Fargo Bank, N.A., in its capacity as trustee for a number
of residential mortgage-backed securities (RMBS) trusts. Complaints raising
similar allegations have been filed by Commerzbank AG in the Southern District
of New York, IKB International and IKB Deutsche Industriebank (together, IKB)
in New York state court, and Park Royal I LLC and Park Royal II LLC in New York
state court. In each case, the plaintiffs allege that Wells Fargo Bank, N.A.,
as trustee, caused losses to investors, and plaintiffs assert causes of action
based upon, among other things, the trustee's alleged failure to notify and
enforce repurchase obligations of mortgage loan sellers for purported breaches
of representations and warranties, notify investors of alleged events of
default, and abide by appropriate standards of care following alleged events of
default. In July 2022, the district court dismissed Phoenix Light's claims and
certain of the claims asserted by Commerzbank AG, and subsequently entered
judgment in each case in favor of Wells Fargo Bank, N.A. In August 2022, Phoenix
Light and Commerzbank AG each appealed the district court's decision to the
United States Court of Appeals for the Second Circuit. Phoenix Light dismissed
its appeal in May 2023, terminating its case. In October 2024, the Second
Circuit denied Commerzbank AG's appeal. In November 2023, Wells Fargo Bank,
N.A. entered into an agreement with IKB to resolve IKB's claims. Wells Fargo
Bank, N.A. previously settled two class actions filed by institutional
investors and an action filed by the National Credit Union Administration with
similar allegations.

 Item 1119 of Regulation AB, Affiliations and Certain
Relationships and Related Transactions.

 The information regarding this Item has been previously
provided in the prospectus of the Registrant relating to the issuing entity
filed on September 30, 2021 pursuant to Rule 424(b)(2).

 Item 1122 of Regulation AB, Compliance with Applicable
Servicing Criteria.

assessments of compliance with respect to the mortgage loans are attached
hereto under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit AA
to the Pooling and Servicing Agreement incorporated by reference as Exhibit 4.1
to this Annual Report on Form 10-K is a chart identifying the entities
participating in a servicing function for the transaction responsible for each
applicable servicing criteria set forth in Item 1122(d).

assessments of compliance with respect to the One SoHo Square Mortgage Loan,
which is being serviced and administered pursuant to the trust and servicing
agreement for the SOHO 2021-SOHO Transaction, are attached hereto under Item 15
to this Annual Report on Form 10-K. Attached as Exhibit L to the trust and
servicing agreement for the SOHO 2021-SOHO Transaction incorporated by
reference as Exhibit 4.2 to this Annual Report on Form 10-K is a chart
identifying the entities participating in a servicing function for the SOHO
2021-SOHO Transaction responsible for each applicable servicing criteria set
forth in Item 1122(d).

assessments of compliance with respect to The Domain Mortgage Loan, which is
being serviced and administered pursuant to the pooling and servicing agreement
for the BANK 2021-BNK35 Transaction, are attached hereto under Item 15 to this
Annual Report on Form 10-K. Attached as Exhibit Z to the pooling and servicing
agreement for the BANK 2021-BNK35 Transaction incorporated by reference as
Exhibit 4.3 to this Annual Report on Form 10-K is a chart identifying the
entities participating in a servicing function for the BANK 2021-BNK35
Transaction responsible for each applicable servicing criteria set forth in
Item 1122(d).

assessments of compliance with respect to the College Point Mortgage Loan and
the ExchangeRight Net Leased Portfolio #48 Mortgage Loan, which are being
serviced and administered pursuant to the pooling and servicing agreement for
the Benchmark 2021-B28 Transaction, are attached hereto under Item 15 to this
Annual Report on Form 10-K. Attached as Exhibit AA to the pooling and servicing
agreement for the Benchmark 2021-B28 Transaction incorporated by reference as
Exhibit 4.4 to this Annual Report on Form 10-K is a chart identifying the
entities participating in a servicing function for the Benchmark 2021-B28
Transaction responsible for each applicable servicing criteria set forth in
Item 1122(d).

assessments of compliance with respect to the HQ @ First Mortgage Loan, which
is being serviced and administered pursuant to the trust and servicing
agreement for the KREST 2021-CHIP Transaction, are attached hereto under Item
15 to this Annual Report on Form 10-K. Attached as Exhibit L to the trust and
servicing agreement for the KREST 2021-CHIP Transaction incorporated by
reference as Exhibit 4.5 to this Annual Report on Form 10-K is a chart
identifying the entities participating in a servicing function for the KREST
2021-CHIP Transaction responsible for each applicable servicing criteria set
forth in Item 1122(d).

 Item 1123 of Regulation AB, Servicer Compliance Statement.

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

 Item 15. Exhibits and Financial Statement Schedules.

 (a) The following is a list of documents filed as part of
this 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 Loan
Services, a Division of PNC Bank, National Association, as Master Servicer, LNR
Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC,
as Operating Advisor and as Asset Representations Reviewer (filed as Exhibit
4.1 to the registrant's Current Report on Form 8-K filed on September 30, 2021
under 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 National
Association, as Servicer, Midland Loan Services, a Division of PNC Bank,
National Association, as Special Servicer, U.S. Bank National Association, as
Certificate Administrator and Trustee, U.S. Bank National Association, as
Custodian, and Pentalpha Surveillance LLC, as Operating Advisor (filed as
Exhibit 4.2 to the registrant's Current Report on Form 8-K filed on September 30,
2021 under Commission File No. 333-226082-11 and incorporated by reference
herein).

 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 Master
Servicer and as NCB Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as
Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset
Representations Reviewer (filed as Exhibit 4.4 to the registrant's Current
Report 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., as
Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator, Wells Fargo Bank, National Association, as Trustee,
and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer (filed as Exhibit 4.5 to the registrant's Current Report 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., as
Depositor, KeyBank National Association, as Servicer and as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as
Trustee, and Pentalpha Surveillance LLC, as Operating Advisor (filed as Exhibit
4.3 to the registrant's Current Report on Form 8-K filed on September 30, 2021
under Commission File No. 333-226082-11 and incorporated by reference herein).

 4.6
 Co-Lender Agreement, dated as of July 30, 2021 by and
among Goldman Sachs Bank USA, as Initial Note A-1-S Holder, Initial Note
A-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
Holder and Initial Note B-2 Holder, and Bank of Montreal, as Initial Note
A-3-S Holder, 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
on September 30, 2021 under Commission File No. 333-226082-11 and incorporated
by reference herein).

 4.7
 Co-Lender Agreement, dated as of August 24, 2021, by and
between JPMorgan Chase Bank, National Association, as Initial Note A-1-S
Holder, Initial Note A-1-C1 Holder, Initial Note A-1-C2 Holder and Initial Note
B-1-S Holder, and Barclays Capital Real Estate Inc., as Initial Note A-2-S
Holder, Initial Note A-2-C1 Holder, Initial Note A-2-C2 Holder and Initial Note
B-2-S Holder (filed as Exhibit 4.7 to the registrant's Current Report on Form
8-K filed on September 30, 2021 under Commission File No. 333-226082-11 and
incorporated 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 Initial
Note A-4 Holder, DBR Investments Co. Limited, as Initial Note A-5 Holder, and
DBR Investments Co. Limited, as Initial Note A-6 Holder (filed as Exhibit 4.8
to the registrant's Current Report on Form 8-K filed on September 30, 2021
under 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 Initial
Note 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 on
September 30, 2021 under Commission File No. 333-226082-11 and incorporated by
reference 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 Note
A-2-1 Holder and Initial Note A-2-2 Holder, and Goldman Sachs Bank USA, as
Initial Note A-3 Holder (filed as Exhibit 4.10 to the registrant's Current
Report 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, and
Goldman Sachs Bank USA, as Initial Note A-2 Holder (filed as Exhibit 4.11 to
the registrant's Current Report on Form 8-K filed on September 30, 2021 under
Commission File No. 333-226082-11 and incorporated by reference herein).

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

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

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

 33.1
National Association, as Master Servicer

 33.2
 LNR Partners, LLC, as Special Servicer

 33.3
 Wells Fargo Bank, National Association, as Trustee
and Certificate Administrator

 33.4
Custodian

 33.5
Advisor

 33.6
as Servicing Function Participant for the Certificate Administrator

 33.7
 Computershare Trust Company, National Association, as
Servicing Function Participant for the Custodian

 33.8
National Association, as Primary Servicer of the Watermark Tempe Mortgage Loan
(see Exhibit 33.1)

 33.9
Watermark Tempe Mortgage Loan (see Exhibit 33.2)

 33.10
Wells Fargo Bank, National Association, as Trustee of the Watermark Tempe

 33.11
Custodian of the Watermark Tempe Mortgage Loan (see Exhibit 33.4)

 33.12
Advisor of the Watermark Tempe Mortgage Loan (see Exhibit 33.5)

 33.13

 33.14
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 2
Washington Mortgage Loan (see Exhibit 33.2)

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

 33.17
Custodian of the 2 Washington Mortgage Loan (see Exhibit 33.4)

 33.18
Advisor of the 2 Washington Mortgage Loan (see Exhibit 33.5)

 33.19

 33.20

 33.21
 K-Star Asset Management LLC, as Special Servicer

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

 33.23
 U.S. Bank National Association, as Custodian of
the One SoHo Square Mortgage Loan (see Exhibit 33.22)

 33.24

 33.25
 Wells Fargo Bank, National Association, as Primary
Servicer of The Domain Mortgage Loan

 33.26
of The Domain Mortgage Loan (see Exhibit 33.20)

 33.27
Wilmington Trust, National Association, as Trustee of The Domain Mortgage Loan
(Omitted. See Explanatory Notes.)

 33.28
Custodian of The Domain Mortgage Loan (see Exhibit 33.4)

 33.29
Advisor of The Domain Mortgage Loan (see Exhibit 33.5)

 33.30
 CoreLogic Solutions, LLC, as Servicing Function
Participant of The Domain Mortgage Loan

 33.31

 33.32
National Association, as Primary Servicer of the College Point Mortgage Loan
(see Exhibit 33.1)

 33.33
College Point Mortgage Loan (see Exhibit 33.2)

 33.34
Wells Fargo Bank, National Association, as Trustee of the College Point

 33.35
Custodian of the College Point Mortgage Loan (see Exhibit 33.4)

 33.36
of the College Point Mortgage Loan (see Exhibit 33.24)

 33.37

 33.38
National Association, as Primary Servicer of the ExchangeRight Net Leased Portfolio
#48 Mortgage Loan (see Exhibit 33.1)

 33.39
ExchangeRight Net Leased Portfolio #48 Mortgage Loan (see Exhibit 33.2)

 33.40
Wells Fargo Bank, National Association, as Trustee of the ExchangeRight Net
Leased Portfolio #48 Mortgage Loan (Omitted. See Explanatory Notes.)

 33.41
Custodian of the ExchangeRight Net Leased Portfolio #48 Mortgage Loan (see
Exhibit 33.4)

 33.42
of the ExchangeRight Net Leased Portfolio #48 Mortgage Loan (see Exhibit 33.24)

 33.43

 33.44
of the HQ @ First Mortgage Loan (see Exhibit 33.20)

 33.45
of the HQ @ First Mortgage Loan (see Exhibit 33.20)

 33.46
Wells Fargo Bank, National Association, as Trustee of the HQ @ First Mortgage
Loan (Omitted. See Explanatory Notes.)

 33.47
Custodian of the HQ @ First Mortgage Loan (see Exhibit 33.4)

 33.48
of the HQ @ First Mortgage Loan (see Exhibit 33.24)

 33.49

 Attestation reports on
assessment of compliance with servicing criteria for asset-backed securities.

 34.1
National Association, as Master Servicer

 34.2
 LNR Partners, LLC, as Special Servicer

 34.3
 Wells Fargo Bank, National Association, as Trustee
and Certificate Administrator

 34.4
Custodian

 34.5
Advisor

 34.6
as Servicing Function Participant for the Certificate Administrator

 34.7
as Servicing Function Participant for the Custodian

 34.8
National Association, as Primary Servicer of the Watermark Tempe Mortgage Loan
(see Exhibit 34.1)

 34.9
Watermark Tempe Mortgage Loan (see Exhibit 34.2)

 34.10
Wells Fargo Bank, National Association, as Trustee of the Watermark Tempe

 34.11
Custodian of the Watermark Tempe Mortgage Loan (see Exhibit 34.4)

 34.12
Advisor of the Watermark Tempe Mortgage Loan (see Exhibit 34.5)

 34.13

 34.14
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
Washington Mortgage Loan (see Exhibit 34.2)

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

 34.17
Custodian of the 2 Washington Mortgage Loan (see Exhibit 34.4)

 34.18
Advisor of the 2 Washington Mortgage Loan (see Exhibit 34.5)

 34.19

 34.20

 34.21
 K-Star Asset Management LLC, as Special Servicer

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

 34.23
 U.S. Bank National Association, as Custodian of
the One SoHo Square Mortgage Loan (see Exhibit 34.22)

 34.24

 34.25
 Wells Fargo Bank, National Association, as Primary
Servicer of The Domain Mortgage Loan

 34.26
of The Domain Mortgage Loan (see Exhibit 34.20)

 34.27
Wilmington Trust, National Association, as Trustee of The Domain Mortgage Loan
(Omitted. See Explanatory Notes.)

 34.28
Custodian of The Domain Mortgage Loan (see Exhibit 34.4)

 34.29
Advisor of The Domain Mortgage Loan (see Exhibit 34.5)

 34.30
 CoreLogic Solutions, LLC, as Servicing Function
Participant of The Domain Mortgage Loan

 34.31

 34.32
National Association, as Primary Servicer of the College Point Mortgage Loan
(see Exhibit 34.1)

 34.33
College Point Mortgage Loan (see Exhibit 34.2)

 34.34
Wells Fargo Bank, National Association, as Trustee of the College Point

 34.35
Custodian of the College Point Mortgage Loan (see Exhibit 34.4)

 34.36
of the College Point Mortgage Loan (see Exhibit 34.24)

 34.37

 34.38
National Association, as Primary Servicer of the ExchangeRight Net Leased
Portfolio #48 Mortgage Loan (see Exhibit 34.1)

 34.39
ExchangeRight Net Leased Portfolio #48 Mortgage Loan (see Exhibit 34.2)

 34.40
Wells Fargo Bank, National Association, as Trustee of the ExchangeRight Net
Leased Portfolio #48 Mortgage Loan (Omitted. See Explanatory Notes.)

 34.41
Custodian of the ExchangeRight Net Leased Portfolio #48 Mortgage Loan (see
Exhibit 34.4)

 34.42
of the ExchangeRight Net Leased Portfolio #48 Mortgage Loan (see Exhibit 34.24)

 34.43

 34.44
of the HQ @ First Mortgage Loan (see Exhibit 34.20)

 34.45
of the HQ @ First Mortgage Loan (see Exhibit 34.20)

 34.46
Wells Fargo Bank, National Association, as Trustee of the HQ @ First Mortgage
Loan (Omitted. See Explanatory Notes.)

 34.47
Custodian of the HQ @ First Mortgage Loan (see Exhibit 34.4)

 34.48
of the HQ @ First Mortgage Loan (see Exhibit 34.24)

 34.49

Servicer compliance statements.

 35.1
National Association, as Master Servicer

 35.2
 LNR Partners, LLC, as Special Servicer

 35.3
Certificate Administrator

 35.4
as Servicing Function Participant for the Certificate Administrator

 35.5
National Association, as Primary Servicer of the Watermark Tempe Mortgage Loan
(see Exhibit 35.1)

 35.6
Watermark Tempe Mortgage Loan (see Exhibit 35.2)

 35.7
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 2
Washington Mortgage Loan (see Exhibit 35.2)

 35.9

 35.10
K-Star Asset Management LLC, as Special Servicer of the One SoHo Square

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

 35.12
of The Domain Mortgage Loan (see Exhibit 35.9)

 35.13
National Association, as Primary Servicer of the College Point Mortgage Loan
(see Exhibit 35.1)

 35.14
College Point Mortgage Loan (see Exhibit 35.2)

 35.15
National Association, as Primary Servicer of the ExchangeRight Net Leased
Portfolio #48 Mortgage Loan (see Exhibit 35.1)

 35.16
ExchangeRight Net Leased Portfolio #48 Mortgage Loan (see Exhibit 35.2)

 35.17
of the HQ @ First Mortgage Loan (see Exhibit 35.9)

 35.18
of the HQ @ First Mortgage Loan (see Exhibit 35.9)

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

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

 99.3
 Mortgage Loan Purchase Agreement, dated as of September
30, 2021, between GS Mortgage Securities Corporation II and JPMorgan Chase
Bank, National Association (filed as Exhibit 99.3 to the registrant's Current
Report 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 September
30, 2021, between GS Mortgage Securities Corporation II and Citi Real Estate
Funding Inc. (filed as Exhibit 99.2 to the registrant's Current Report on Form
8-K filed on September 30, 2021 under Commission File No. 333-226082-11 and
incorporated by reference herein).

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

 (c) Not Applicable.

 SIGNATURES

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

 GS Mortgage Securities Corporation
II

(Depositor)

 /s/ Scott
Epperson

 Scott
Epperson, Chief Executive Officer

 (senior officer in charge of
securitization of the depositor)

 Date: March 18, 2025