**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: 333-226943-10**

**Central Index Key Number of the issuing entity:0001858289**

**Benchmark 2021-B26 Mortgage Trust**

**(exact name of the issuing entity as specified in itscharter)**

** **

**Central Index Key Number of the depositor: 0001013454**

**Deutsche Mortgage & AssetReceiving Corporation**

**(exact name of the depositor as specified in itscharter)**

** **

**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: 0001701238**

**Citi Real Estate Funding Inc.**

**(exact name of the sponsor 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: 0000835271**

**JPMorgan Chase Bank, NationalAssociation**

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

** **

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

**the issuing entity)** | **35-7287138**

**38-4178110**

**38-4178111**

**(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) 250-2500**

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 byreference in Part III of this Form 10-K or any amendment to this Form10-K.   

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                                                                                                       Accelerated filer                                     o

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

                                                                                                                                                       Emerging growthcompany                    o

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

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

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 Equus Industrial Portfolio Mortgage Loanand the iPark 84 Innovation Center Mortgage Loan, which constitutedapproximately 9.7% and 6.1%, respectively, of the asset pool of the issuingentity as of its cut-off date, are each an asset of the issuing entity and areeach part of a loan combination that includes (a) with respect to the EquusIndustrial Portfolio Mortgage Loan, two other *pari passu* loans and tensubordinate companion loans, each of which are not assets of the issuing entityand (b) with respect to the iPark 84 Innovation Center Mortgage Loan, one other*pari passu* loan, which is not an asset of the issuing entity. These loancombinations, including the Equus Industrial Portfolio Mortgage Loan and theiPark 84 Innovation Center Mortgage Loan, are being serviced and administeredpursuant to the Pooling and Servicing Agreement, which is incorporated byreference as Exhibit 4.1 to this Annual Report on Form 10-K. 

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on the ExhibitIndex) with respect to the JW Marriott Nashville Mortgage Loan, whichconstituted approximately 2.0% of the asset pool of the issuing entity as ofits cut-off date.  The JW Marriott Nashville Mortgage Loan is an asset ofthe issuing entity and is part of a loan combination that includes the JWMarriott Nashville Mortgage Loan and seven other *pari passu* loans, whichare not assets of the issuing entity. A *pari passu* portion of the loancombination was securitized in the Benchmark 2021-B23 Mortgage Trusttransaction, Commission File Number 333-228597-08 (the “Benchmark 2021-B23Transaction”). This loan combination, including the JW Marriott NashvilleMortgage Loan, is being serviced and administered pursuant to the pooling andservicing agreement for the Benchmark 2021-B23 Transaction, which isincorporated by reference as Exhibit 4.2 to this Annual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the 141 Livingston Mortgage Loan, whichconstituted approximately 1.3% of the asset pool of the issuing entity as ofits cut-off date.  The 141 Livingston Mortgage Loan is an asset of theissuing entity and is part of a loan combination that includes the 141Livingston Mortgage Loan and two other *pari passu* loans, which are notassets of the issuing entity. A *pari passu* portion of the loancombination was securitized in the Benchmark 2021-B24 Mortgage Trusttransaction, Commission File Number 333-226123-11 (the “Benchmark 2021-B24Transaction”). This loan combination, including the 141 Livingston MortgageLoan, is being serviced and administered pursuant to the pooling and servicingagreement for the Benchmark 2021-B24 Transaction, which is incorporated byreference as Exhibit 4.3 to this Annual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the Burlingame Point Mortgage Loan, which constitutedapproximately 9.8% of the asset pool of the issuing entity as of its cut-offdate.  The Burlingame Point Mortgage Loan is an asset of the issuingentity and is part of a loan combination that includes the Burlingame PointMortgage Loan, fourteen other *pari passu* loans and three subordinatecompanion loans, which are not assets of the issuing entity. A *pari passu*portion of the loan combination was securitized in the BGME Trust 2021-VRtransaction (the “BGME Trust 2021-VR Transaction”). This loan combination,including the Burlingame Point Mortgage Loan, is being serviced andadministered pursuant to the trust and servicing agreement for the BGME Trust2021-VR 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 Amazon Seattle Mortgage Loan, whichconstituted approximately 9.5% of the asset pool of the issuing entity as of itscut-off date.  The Amazon Seattle Mortgage Loan is an asset of the issuingentity and is part of a loan combination that includes the Amazon SeattleMortgage Loan, three other *pari passu* loans and one subordinatecompanion loan, which are not assets of the issuing entity. A *pari passu*portion of the loan combination was securitized in the Benchmark 2021-B25Mortgage Trust transaction, Commission File Number 333-226082-10 (the “Benchmark2021-B25 Transaction”). This loan combination, including the Amazon SeattleMortgage Loan, is being serviced and administered pursuant to the pooling andservicing agreement for the Benchmark 2021-B25 Transaction, which isincorporated by reference as Exhibit 4.5 to this 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.

KeyBank National Association isthe master servicer and special servicer of the mortgage loans serviced underthe Pooling and Servicing Agreement and the primary servicer of the BurlingamePoint Mortgage Loan. As a result, KeyBank National Association is a “servicer”as defined in Item 1108(a)(2)(iii) of Regulation AB, in the capacitiesdescribed above, because it is servicing mortgage loans that constituted 10% ormore of the assets of the issuing entity as of its cut-off date. Theassessments of compliance with applicable servicing criteria, accountants’attestation reports and servicer compliance statements delivered by KeyBankNational Association in the capacities described above are listed in theExhibit Index.

Wells Fargo Bank, National Association is the custodian ofthe mortgage loans serviced under the Pooling and Servicing Agreement, theBurlingame Point Mortgage Loan, the Amazon Seattle Mortgage Loan and the 141Livingston 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.

Park Bridge Lender Services LLC is the operating advisor ofthe mortgage loans serviced under the Pooling and Servicing Agreement, the JWMarriott Nashville Mortgage Loan and the 141 Livingston Mortgage Loan.  Asa result, Park Bridge Lender Services LLC is a servicing function participantin the capacities described above, because it is servicing mortgage loans thatconstituted 5% or more of the assets of the issuing entity as of its cut-offdate. The assessments of compliance with applicable servicing criteria andaccountants’ attestation reports delivered by Park Bridge Lender Services LLCin the capacities described above are listed in the Exhibit Index.

Midland Loan Services, a Divisionof PNC Bank, National Association is the primary servicer of the Amazon SeattleMortgage Loan, the JW Marriott Nashville Mortgage Loan and the 141 LivingstonMortgage 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 servicing mortgageloans that constituted 10% or more of the assets of the issuing entity as ofits 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.

Situs Holdings, LLC is the specialservicer of the Equus Industrial Portfolio Mortgage Loan, the Burlingame PointMortgage Loan and the Amazon Seattle Mortgage Loan. As a result, SitusHoldings, LLC is a “servicer” as defined in Item 1108(a)(2)(iii) of RegulationAB, in the capacities described above, because it is servicing mortgage loansthat constituted 10% or more of the assets of the issuing entity as of itscut-off date. The assessments of compliance with applicable servicing criteria,accountants’ attestation reports and servicer compliance statements deliveredby Situs Holdings, LLC in the capacities described above are listed in theExhibit Index.

Wells Fargo Bank, NationalAssociation acts as trustee of the Equus Industrial Portfolio Mortgage Loan,the iPark 84 Innovation Center Mortgage Loan, the 141 Livingston Mortgage Loan,the Burlingame Point Mortgage Loan and the Amazon Seattle Mortgage Loan. Pursuant to the Pooling and Servicing Agreement, the pooling and servicingagreement for the Benchmark 2021-B24 Transaction, the trust and servicingagreement for the BGME Trust 2021-VR Transaction and the pooling and servicingagreement for the Benchmark 2021-B25 Transaction, the trustee is required toprovide an assessment of compliance with applicable servicing criteria solelywith respect to Item 1122(d)(2)(iii) of Regulation AB (regarding advances offunds or guarantees regarding collections, cash flows or distributions, and anyinterest or other fees charged for such advances, are made, reviewed andapproved as specified in the transaction agreements). However, during thereporting period, the trustee did not perform any servicing function withrespect to the servicing criteria specified in Item 1122(d)(2)(iii) ofRegulation AB.  The master servicer or the special servicer, to the extentrequired, performed the servicing function identified with respect to Item1122(d)(2)(iii) of Regulation AB, and each such party included Item1122(d)(2)(iii) of Regulation AB in the assessment of compliance withapplicable servicing criteria and accountant’s attestation report for thesubject transaction.  As a result, this Annual Report on Form 10-K doesnot include an assessment of compliance with applicable servicing criteria ofthe trustee. One or more other servicers of the Equus Industrial PortfolioMortgage Loan, the iPark 84 Innovation Center Mortgage Loan, the 141 LivingstonMortgage Loan, the Burlingame Point Mortgage Loan and the Amazon SeattleMortgage Loan have delivered one or more assessments of compliance with respectto Item 1122(d)(2)(iii) of Regulation AB.

Wilmington Trust, NationalAssociation acts as trustee of the JW Marriott Nashville Mortgage Loan. Pursuant to the pooling and servicing agreement for the Benchmark 2021-B23Transaction, the trustee is required to provide an assessment of compliancewith applicable servicing criteria solely with respect to Item 1122(d)(2)(iii) ofRegulation AB (regarding advances of funds or guarantees regarding collections,cash flows or distributions, and any interest or other fees charged for suchadvances, are made, reviewed and approved as specified in the transactionagreements). However, during the reporting period, the trustee did not performany servicing function 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 JW Marriott Nashville MortgageLoan have delivered one or more assessments of compliance with respect to Item1122(d)(2)(iii) of Regulation AB.

This Annual Report on Form 10-Kincludes an assessment of compliance with applicable servicing criteria,accountants’ attestation report and servicer compliance statement fromComputershare Trust Company, National Association (“CTCNA”).  CTCNAwas engaged by Wells Fargo Bank, National Association (“Wells Fargo”),in its capacity as certificate administrator and custodian, to perform certainspecified servicing functions identified in the assessment of compliance withapplicable servicing criteria and accountants’ attestation reports.  WellsFargo engaged CTCNA in connection with the sale of Wells Fargo’s corporatetrust services business to CTCNA and its affiliates.  Further, under theprinciples-based definition of “servicer” set forth in Item 1101(j) ofRegulation AB that looks to the functions that an entity performs, this partyis a “servicer” for the purposes of Item 1123 of Regulation AB.  SeeCompliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).

Theassessments of compliance with applicable servicing criteria, accountants’attestation reports and servicer compliance statements of the certificateadministrator of the 141 Livingston Mortgage Loan, the Burlingame PointMortgage Loan, the Amazon Seattle Mortgage Loan and the JW Marriott NashvilleMortgage Loan are omitted from this Annual Report on Form 10-K as thecertificate administrator pursuant to the related pooling and servicingagreement or trust and servicing agreement does not perform any activities thataddress servicing criteria with respect to the issuing entity and because theyare each not a “servicer” that meets the criteria in Item 1108(a)(2)(i) through(iii) of Regulation AB.

With respect to the *pari passu*loan combination that includes the JW Marriott Nashville Mortgage Loan and the141 Livingston Mortgage Loan, (i) the reports on assessment of compliance withservicing criteria and attestation reports on assessment of compliance withservicing criteria of CWCapital Asset Management LLC as special servicer of theJW Marriott Nashville Mortgage Loan, Citibank, N.A. as custodian of the JWMarriott Nashville Mortgage Loan and Greystone Servicing Company LLC as specialservicer of the 141 Livingston Mortgage Loan, listed on the Exhibit Index areomitted from this Annual Report on Form 10-K as they are not required to beincluded on this Annual Report on Form 10-K per Instruction 3 to Item 1122 ofRegulation AB because they are parties performing activities that addressservicing criteria relating to 5% or less of the assets of the issuing entity;and (ii) the servicer compliance statements of CWCapital Asset Management LLCas special servicer of the JW Marriott Nashville Mortgage Loan and GreystoneServicing Company LLC as special servicer of the 141 Livingston Mortgage Loan,listed on the Exhibit Index are omitted from this Annual Report on Form 10-K asthey are not required by Item 1123 of Regulation AB to be included on thisAnnual Report on Form 10-K because they are each an unaffiliated party that isnot a “servicer” that meets the criteria in Item 1108(a)(2)(i) through (iii) ofRegulation 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 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.

**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 CWCapital Asset Management LLC, as special servicer,and Wells Fargo Bank, National Association, as trustee, as certificateadministrator and as custodian.

From time to time, CWCapital Asset Management LLC, a Delawarelimited liability company (“CWCAM”), is a party to lawsuits and otherlegal proceedings as part of its duties as a special servicer (e.g.,enforcement of loan obligations) and/or arising in the ordinary course ofbusiness.  Other than as set forth in the following paragraphs, there arecurrently no legal proceedings pending, and no legal proceedings known to becontemplated by governmental authorities, against CWCAM or of which any of itsproperty is the subject, that are material to the certificateholders.

On December 17, 2015, U.S. Bank National Association, thetrustee under five pooling and servicing agreements for (i) Wachovia BankCommercial Mortgage Trust 2007-C30, (ii) COBALT CMBS Commercial Trust 2007-C2,(iii) Wachovia Bank Commercial Mortgage Trust 2007-C31, (iv) ML-CFC CommercialMortgage Trust 2007-5 and (v) ML-CFC Commercial Mortgage Trust 2007-6 commenceda proceeding with the Second Judicial District Court of Ramsey County,Minnesota (the “State Court”) for a declaratory judgment as to theproper allocation of certain proceeds (“Disputed Proceeds”) received byCWCAM in connection with the sale of the Peter Cooper Village and StuyvesantTown property in New York, New York securing loans held by those trusts. CWCAM was the special servicer of such property.  The petition requeststhe State Court to instruct the trustee, the trust beneficiaries, and any otherinterested parties as to the amount of the Disputed Proceeds, if any, thatconstitute penalty interest and/or the amount of the Disputed Proceeds, if any,that constitute gain-on-sale proceeds, with respect to each trust.  OnFebruary 24, 2016, CWCAM made a limited appearance with the State Court to filea motion to dismiss this proceeding based on lack of jurisdiction, mootness,standing and forum non conveniens.  On July 19, 2016, the State Courtdenied CWCAM’s motion to dismiss.  On July 22, 2016, the action wasremoved to federal court in Minnesota (“Federal Court”).  OnOctober 21, 2016, the Federal Court held a hearing on the motion to transferthe action to the United States District Court for the Southern District of NewYork (“SDNY Court”), a motion to remand to state court and a motion tohear CWCAM’s request for reconsideration of the motion to dismiss.  OnMarch 14, 2017, the Federal Court reserved the determination on the motion tohear CWCAM’s request for reconsideration of the motion to dismiss, denied themotion to remand the matter to state court and granted the motion to transferthe proceeding to the SDNY Court.  Cross motions for judgment on thepleadings were filed but the SDNY Court was unable to decide the case based onthe pleadings and the SDNY Court ordered discovery.  All fact discoverywas completed in December, 2018 and expert discovery was completed on March 15,2019.  The parties submitted cross motions for summary judgment, and onMarch 19, 2020, the SDNY Court entered an opinion andorder in which it granted summary judgment in CWCAM’s favor and held that CWCAMwas entitled to the entire amount of penalty interest and that CWCAM’sdetermination of Yield Maintenance was correct.  In the 127-page opinion,the SDNY Court found for CWCAM on every issue presented by the trustee’spetition, namely, that the funds in dispute constitute penalty interest andyield maintenance, not gain-on-sale proceeds, and that the amount of penaltyinterest and yield maintenance was correctly calculated. An appeal of the SDNYCourt’s decision was taken on April 29, 2020.  Oral argument on the appealoccurred on June 21, 2021. The parties await the decision of the appealscourt.  

On December 1, 2017, a complaint against CWCAM and others wasfiled in the United States District Court for the Southern District of New Yorkstyled as CWCapital Cobalt Vr Ltd. v. CWCapital Investments LLC, et al., No.17-cv-9463 (the “Original Complaint”). The gravamen of theOriginal  Complaint alleged breaches of a contract and fiduciary duties byCWCAM’s affiliate, CWCapital Investments LLC in its capacity as collateralmanager for the collateralized debt obligation transaction involving CWCapitalCobalt Vr, Ltd. In total, there are 14 counts pled in the Original Complaint.Of those 14, 5 claims were asserted against CWCAM for aiding and abettingbreach of fiduciary duty, conversion and unjust enrichment. On May 23, 2018,the Original Complaint was dismissed for lack of subject matter jurisdiction.  On June 28, 2018, CWCapital Cobalt Vr Ltd. filed a substantially similarcomplaint in the Supreme Court of the State of New York, County of New Yorkstyled as CWCapital Cobalt Vr Ltd. v. CWCapital Investments LLC, et al., IndexNo. 653277/2018 (the “New Complaint”).  The gravamen of the NewComplaint is the same as the previous complaint filed in the United StateDistrict Court for the Southern District of New York.  In total there are16 counts pled in the New Complaint. Of those 16 counts, 5 claims were assertedagainst CWCAM for aiding and abetting breach of fiduciary duty, conversion andunjust enrichment, 1 count seeks a declaratory judgement that the plaintiff hasthe right to enforce the contracts in question and 1 count seeks an injunctionrequiring the defendants to recognize the plaintiff as the directing holder forthe trusts in question. On January 11, 2019, the plaintiff dismissed withprejudice the declaratory judgment and injunction counts.  The NewComplaint and related summons was not served on the defendants until July 13,2018 and July 16, 2018.  The plaintiff’s motion for a preliminaryinjunction was denied by the court on July 31, 2018.  On August 3, 2018,the defendants, including CWCAM, filed a motion to dismiss the New Complaint inits entirety. On August 20, 2019, the court entered an order grantingdefendants’ motion almost in its entirety, dismissing 11 of the 16 counts andpartially dismissing 2 additional counts.  Of the remaining counts, 2 areasserted against CWCAM for aiding and abetting breach of fiduciary duty andunjust enrichment.  On September 19, 2019, CWCapital Cobalt Vr Ltd. fileda notice of appeal relating to the August 20, 2019 dismissal order and onSeptember 26, 2019, filed an amended complaint against CWCI and CWCAMattempting to address deficiencies relating to certain of the claims dismissedby the August, 20, 2019 order.  CWCI and CWCAM filed its Motion to Dismissthe amended complaint on October 28, 2019.  The court heard argument onthe Motion to Dismiss the amended complaint on January 22, 2020 and on October23, 2020, the court granted the motion dismissing the amended claims.  OnNovember 30, 2020, CWCapital Cobalt Vr Ltd filed a notice of appeal relating tothe October 23, 2020 dismissal order.  On April 27, 2021, the FirstDepartment affirmed the dismissal as to claims against CWCAM that were part ofthe August 20, 2019 dismissal, but reversed the dismissal of two counts forbreach of the Collateral Management Agreement against CWCI.  CWCI has soughtleave to file an appeal of the decision.  Both requests for leave weredenied by the First Department.  The plaintiff has also sought leave toappeal the dismissal of the claims against CWCAM.  CWCAM believes that ithas performed its obligations under the related pooling and servicingagreements in good faith and the remaining allegations in the New Complaint arewithout merit.  

On January 24, 2016 PSW NYC LLC commenced a complaint (the“PSW Complaint”) with the Supreme Court of the State of New York, County of NewYork (the “PSW Court”) against Bank of America, N.A. as trustee under thepooling and servicing agreements for Wachovia Bank Commercial Mortgage Trust2007-C30 and COBALT CMBS Commercial Trust 2007-C2, U.S. Bank NationalAssociation as trustee under the pooling and servicing agreements for WachoviaBank Commercial Mortgage Trust 2007-C31, ML-CFC Commercial Mortgage Trust2007-5 and ML-CFC Commercial Mortgage Trust 2007-6 (collectively, the “PSWTrusts”), PCV-M Holdings LLC and CWCapital Asset Management LLC, individuallyand as special servicer for the PSW Trusts (collectively, the “Defendants”)seeking either (a) damages in an amount to be determined by the PSW Court butalleged by the plaintiffs to be approximately $500,000,000 – such amount beingthe amount PSW NYC LLC alleges would have been recovered on certain mezzanineloans (the “PCVST Mezzanine Loans”) related to the Peter Cooper Village andStuyvesant Town property (the “PCVST Property”) in New York City which PSW NYCLLC sold to an entity related to the Defendants pursuant to a settlementagreement related to certain prior litigation (the “2010 Settlement Agreement”)or (b) the rescission of the 2010 Settlement Agreement which would result in,among other things, the rescission of the sale of the PCVST Mezzanine Loans anda claim for certain proceeds from the sale of the PCVST Property. PSW NYC LLCalleges that the Defendants procured the 2010 Settlement Agreement by fraud andfurther that the terms of the 2010 Settlement Agreement were breached by theDefendants. On February 26, 2016, CWCAM on behalf of itself and the otherDefendants filed a motion to dismiss the PSW Complaint (the “CWCAM Motion toDismiss”). On April 11, 2016, PSW NYC LLC opposed the CWCAM Motion to Dismissand cross-moved for a partial summary judgment on liability regardingallegations of breach of the 2010 Settlement Agreement (the “PSWCross-Motion”). On May 5, 2016, the Defendants subsequently filed its reply andopposition to the PSW Cross-Motion. On August 23, 2016, oral arguments wereprovided to the PSW Court regarding the PSW Complaint, the CWCAM Motion toDismiss and the PSW Cross-Motion and the PSW Court took such arguments underadvisement. On October 31, 2016, the PSW Court issued an order granting theCWCAM Motion to Dismiss, denying the PSW Cross-Motion and dismissing the PSWComplaint with prejudice. Subsequently, PSW NYC LLC filed a notice of appealrelating to such order. On February 21, 2017, PSW NYC LLC filed its appeal andsupporting brief arguing that the PSW Court erred by finding no breach of theassignment agreement and no fraudulent inducement. Oral argument was heard onMay 4, 2017 at which point the court took the arguments under advisement. OnMay 25, 2017, the New York 1st Department appellate court affirmedthe dismissal of all PSW claims and denied a request for leave to appeal to theNew York Court of Appeals on September 12, 2017.  

On March 31, 2016, RAIT Preferred Funding II LTD. (“RAITPreferred Funding”) commenced a complaint (“RAIT Complaint”) withthe Supreme Court of the State of New York, County of New York (the “RAITCourt”), claiming it owns $18,500,000 of a mortgage loan secured by thedevelopment of the One Congress Street Property in Boston, Massachusetts (the “Loan”)and seeking (a) a declaratory judgment stating that RAIT Preferred Funding isthe directing lender under a co-lender agreement dated March 28, 2007 and apooling and servicing agreement dated March 1, 2007 (collectively, the “OperativeAgreements”) and was the directing lender at the time of the impropermodification of the Loan, (b) a declaratory judgment stating that RAITPreferred Funding has the right to terminate the special servicer, (c) monetarydamages for the value of the bonds and fees paid to CWCAM as the specialservicer of the Loan and (d) other things.  On May 17, 2016, CWCAM filed amotion to dismiss the RAIT Complaint (“Motion to Dismiss”) stating thatthe RAIT Complaint did not state a claim and the essential facts of the RAITComplaint are negated by affidavits and evidentiary materials submitted withthe RAIT Complaint.  On June 14, 2016, RAIT Preferred Funding filed aMemorandum of Law in Opposition to the Motion to Dismiss (“Opposition”)stating that the claims in the RAIT Complaint were properly stated.  OnJune 30, 2016, CWCAM filed a reply in support of the Motion to Dismiss and inresponse to the Opposition, stating that each of CWCAM’s arguments is supportedby the express language of the agreements between the parties, the documentaryevidence and New York case law.  On September 30, 2016, RAIT PreferredFunding and CWCAM entered into a confidential Settlement Agreement (the “2016Settlement”), which provides for a stay of the RAIT Preferred Fundinglitigation (the “Litigation Stay”) through August 25, 2017. Pursuant to the terms of the 2016 Settlement, upon satisfaction of a term ofthe 2016 Settlement by August 25, 2017 (or such later date agreed to by theparties), the RAIT Preferred Funding litigation will be dismissed, withprejudice.  On May 19, 2017 the Borrower repaid the Loan in accordancewith the terms of the notes and satisfied the condition to dismissal withprejudice.  RAIT has refused to dismiss the case and is claiming that theB Note should be paid in full.  CWCAM believes that it has performed itsobligations under the Operative Agreements in good faith, and that the actionshould be dismissed with prejudice.  On August 29, 2017, the RAIT Courtgranted leave to RAIT Preferred Funding to amend its complaint.  OnSeptember 20, 2017, RAIT Preferred Funding filed an Amended Complaint (the “RAITAmended Complaint”), which omits its original claims, adds Wells Fargo Bankas a defendant, and seeks (a) specific performance requiring repayment of the$18,500,000 principal amount of the B Note or, in the alternative, monetarydamages, including the $18,500,000 principal amount of the B Note, in an amountto be determined at trial, (b) monetary damages on any fees paid to CWCAM asspecial servicer or Wells Fargo Bank as master servicer in connection with theborrower’s repayment of the Loan, (c) a declaratory judgment that RAITPreferred Funding is entitled to recover the full $18,500,000 principal amountof the B Note, (d) punitive damages against CWCAM, and (e) other things. On October 11, 2017, CWCAM filed a motion to dismiss the RAIT Amended Complaint(“CWCAM Motion to Dismiss Amended Complaint”) stating that the RAITAmended Complaint did not state a claim and the essential facts of the RAITAmended Complaint are negated by the Operative Agreements and other admissibleevidentiary materials.  On November 13, 2017, Wells Fargo Bank filed amotion to dismiss the RAIT Amended Complaint (the “Wells Fargo Motion toDismiss Amended Complaint”) and joined the CWCAM Motion to Dismiss AmendedComplaint.  On January 29, 2018, the court dismissed all claims but forbreach of contract and discovery has commenced.  CWCAM filed a Motion forSummary Judgement on March 18, 2019.   This matter was settled andthe case dismissed on May 15, 2019.  

 

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, and failedto adhere to accepted servicing practices. Natixis additionally alleges thatWells Fargo Bank failed to perform default oversight duties. Wells Fargo Bankhas asserted counterclaims alleging that Nomura and Natixis failed to provideWells 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 previouslyprovided in the prospectus of the Registrant relating to the issuing entityfiled on May 27, 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 ScheduleII to the Pooling and Servicing Agreement incorporated by reference as Exhibit4.1 to 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 JW Marriott Nashville MortgageLoan, which is being serviced and administered pursuant to the pooling andservicing agreement for the Benchmark 2021-B23 Transaction, are attached heretounder Item 15 to this Annual Report on Form 10-K. Attached as Exhibit O to thepooling and servicing agreement for the Benchmark 2021-B23 Transactionincorporated by reference as Exhibit 4.2 to this Annual Report on Form 10-K isa chart identifying the entities participating in a servicing function for theBenchmark 2021-B23 Transaction responsible for each applicable servicing criteriaset 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 141 Livingston Mortgage Loan,which is being serviced and administered pursuant to the pooling and servicingagreement for the Benchmark 2021-B24 Transaction, are attached hereto underItem 15 to this Annual Report on Form 10-K. Attached as Exhibit AA to thepooling and servicing agreement for the Benchmark 2021-B24 Transactionincorporated by reference as Exhibit 4.3 to this Annual Report on Form 10-K isa chart identifying the entities participating in a servicing function for theBenchmark 2021-B24 Transaction responsible for each applicable servicingcriteria set forth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the Burlingame Point Mortgage Loan,which is being serviced and administered pursuant to the trust and servicingagreement for the BGME Trust 2021-VR Transaction, are attached hereto underItem 15 to this Annual Report on Form 10-K. Attached as Exhibit L to the trustand servicing agreement for the BGME Trust 2021-VR Transaction incorporated byreference as Exhibit 4.4 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the BGMETrust 2021-VR Transaction responsible for each applicable servicing criteriaset forth in Item 1122(d).

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 Amazon Seattle Mortgage Loan,which is being serviced and administered pursuant to the pooling and servicingagreement for the Benchmark 2021-B25 Transaction, are attached hereto underItem 15 to this Annual Report on Form 10-K. Attached as Exhibit AA to thepooling and servicing agreement for the Benchmark 2021-B25 Transactionincorporated by reference as Exhibit 4.5 to this Annual Report on Form 10-K isa chart identifying the entities participating in a servicing function for theBenchmark 2021-B25 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. 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          Poolingand Servicing Agreement, dated as of May 1, 2021, between Deutsche Mortgage& Asset Receiving Corporation, as Depositor, KeyBank National Association,as Master Servicer, KeyBank National Association, as General Special Servicer,Situs Holdings, LLC, as Equus Industrial Portfolio Special Servicer, WellsFargo Bank, National Association, as Trustee, Wells Fargo Bank, NationalAssociation, as Certificate Administrator, Paying Agent and Custodian, and ParkBridge Lender Services LLC, as Operating Advisor and Asset RepresentationsReviewer (filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K/Afiled on August 4, 2021 under Commission File No. 333-226943-10 andincorporated by reference herein).

4.2          Poolingand Servicing Agreement, dated as of February 1, 2021, among CitigroupCommercial Mortgage Securities Inc., as Depositor, Midland Loan Services, aDivision of PNC Bank, National Association, as Master Servicer, CWCapital AssetManagement LLC, as a Special Servicer, KeyBank National Association, solelywith respect to the 360 Spear Loan Combination, as a Special Servicer, SitusHoldings, LLC, solely with respect to the Pittock Block Loan Combination, as aSpecial Servicer, Park Bridge Lender Services LLC, as Operating Advisor andAsset Representations Reviewer, Citibank, N.A., as Certificate Administrator,and Wilmington Trust, National Association, as Trustee (filed as Exhibit 99.7to the registrant’s Current Report on Form 8-K filed on May 27, 2021 under CommissionFile No. 333-226943-10 and incorporated by reference herein).

4.3          Poolingand Servicing Agreement, dated and effective as of March 1, 2021, between J.P.Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland LoanServices, a Division of PNC Bank, National Association, as Master Servicer,Greystone Servicing Company LLC, as Special Servicer, Wells Fargo Bank, NationalAssociation, as Certificate Administrator, Wells Fargo Bank, NationalAssociation, as Trustee, and Park Bridge Lender Services LLC, as OperatingAdvisor and as Asset Representations Reviewer (filed as Exhibit 99.8 to theregistrant’s Current Report on Form 8-K filed on May 27, 2021 under CommissionFile No. 333-226943-10 and incorporated by reference herein).

4.4          Trustand Servicing Agreement, dated as of April 21, 2021, among GS MortgageSecurities Corporation II, as Depositor, KeyBank National Association, asServicer, Situs Holdings, LLC, as Special Servicer, Wells Fargo Bank, NationalAssociation, as Certificate Administrator, Custodian and Trustee, and PentalphaSurveillance LLC, as Operating Advisor (filed as Exhibit 99.5 to theregistrant’s Current Report on Form 8-K filed on May 27, 2021 under CommissionFile No. 333-226943-10 and incorporated by reference herein).

4.5          Poolingand Servicing Agreement, dated and effective as of April 1, 2021, among GSMortgage Securities Corporation II, as Depositor, Midland Loan Services, aDivision of PNC Bank, National Association, as Master Servicer, Rialto CapitalAdvisors, LLC, as General Special Servicer, Situs Holdings, LLC, as AmazonSeattle Special Servicer, Wells Fargo Bank, National Association, asCertificate Administrator and as Trustee, and Pentalpha Surveillance LLC, asOperating Advisor and as Asset Representations Reviewer (filed as Exhibit 99.6to the registrant’s Current Report on Form 8-K filed on May 27, 2021 underCommission File No. 333-226943-10 and incorporated by reference herein).

4.6          PrimaryServicing Agreement, dated as of May 1, 2021, between KeyBank NationalAssociation and Midland Loan Services, a Division of PNC Bank, NationalAssociation (filed as Exhibit 99.15 to the registrant’s Current Report on Form8-K filed on May 27, 2021 under Commission File No. 333-226943-10 andincorporated by reference herein).

4.7          SubservicingAgreement, dated as of May 1, 2021, between KeyBank National Association andBerkadia Commercial Mortgage LLC (filed as Exhibit 99.16 to the registrant’sCurrent Report on Form 8-K/A filed on December 2, 2021 under Commission FileNo. 333-226943-10 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        KeyBank National Association, as Master Servicer

33.2        KeyBank National Association, as Special Servicer(see Exhibit 33.1)

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

33.4        Wells Fargo Bank, National Association, as Custodian

33.5        Park Bridge Lender Services LLC, as OperatingAdvisor

33.6        Computershare Trust Company, National Association,as Servicing Function Participant for the Certificate Administrator on andafter 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

33.9        Berkadia Commercial Mortgage LLC, as PrimaryServicer

33.10      KeyBank National Association, as Primary Servicerof the Equus Industrial Portfolio Mortgage Loan (see Exhibit 33.1)

33.11      Situs Holdings, LLC, as Special Servicer of theEquus Industrial Portfolio Mortgage Loan

33.12      Wells Fargo Bank, National Association, as Trustee of the Equus IndustrialPortfolio Mortgage Loan (Omitted. See Explanatory Notes.)

33.13      Wells Fargo Bank, National Association, asCustodian of the Equus Industrial Portfolio Mortgage Loan (see Exhibit 33.4)

33.14      Park Bridge Lender Services LLC, as OperatingAdvisor of the Equus Industrial Portfolio Mortgage Loan (see Exhibit 33.5)

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

33.16      Berkadia Commercial Mortgage LLC, as Primary Servicerof the iPark 84 Innovation Center Mortgage Loan (see Exhibit 33.9)

33.17      KeyBank National Association, as Special Servicerof the iPark 84 Innovation Center Mortgage Loan (see Exhibit 33.1)

33.18      Wells Fargo Bank, National Association, as Trustee of the iPark 84 InnovationCenter Mortgage Loan (Omitted. See Explanatory Notes.)

33.19      Wells Fargo Bank, National Association, asCustodian of the iPark 84 Innovation Center Mortgage Loan (see Exhibit 33.4)

33.20      Park Bridge Lender Services LLC, as OperatingAdvisor of the iPark 84 Innovation Center Mortgage Loan (see Exhibit 33.5)

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

33.22      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the JW Marriott Nashville MortgageLoan (see Exhibit 33.8)

33.23      CWCapital Asset Management LLC, as Special Servicer of the JW MarriottNashville Mortgage Loan (Omitted. See Explanatory Notes.)

33.24      Wilmington Trust, National Association, as Trustee of the JW Marriott NashvilleMortgage Loan (Omitted. See Explanatory Notes.)

33.25      Citibank, N.A., as Custodian of the JW Marriott Nashville Mortgage Loan(Omitted. See Explanatory Notes.)

33.26      Park Bridge Lender Services LLC, as OperatingAdvisor of the JW Marriott Nashville Mortgage Loan (see Exhibit 33.5)

33.27      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 141 Livingston Mortgage Loan(see Exhibit 33.8)

33.28      Greystone Servicing Company LLC, as Special Servicer of the 141 LivingstonMortgage Loan (Omitted. See Explanatory Notes.)

33.29      Wells Fargo Bank, National Association, as Trustee of the 141 LivingstonMortgage Loan (Omitted. See Explanatory Notes.)

33.30      Wells Fargo Bank, National Association, asCustodian of the 141 Livingston Mortgage Loan (see Exhibit 33.4)

33.31      Park Bridge Lender Services LLC, as OperatingAdvisor of the 141 Livingston Mortgage Loan (see Exhibit 33.5)

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

33.33      KeyBank National Association, as Primary Servicerof the Burlingame Point Mortgage Loan (see Exhibit 33.1)

33.34      Situs Holdings, LLC, as Special Servicer of theBurlingame Point Mortgage Loan (see Exhibit 33.11)

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

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

33.37      Pentalpha Surveillance LLC, as Operating Advisorof the Burlingame Point Mortgage Loan

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

33.39      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Amazon Seattle Mortgage Loan(see Exhibit 33.8)

33.40      Situs Holdings, LLC, as Special Servicer of theAmazon Seattle Mortgage Loan (see Exhibit 33.11)

33.41      Wells Fargo Bank, National Association, as Trustee of the Amazon SeattleMortgage Loan (Omitted. See Explanatory Notes.)

33.42      Wells Fargo Bank, National Association, asCustodian of the Amazon Seattle Mortgage Loan (see Exhibit 33.4)

33.43      Pentalpha Surveillance LLC, as Operating Advisorof the Amazon Seattle Mortgage Loan (see Exhibit 33.37)

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

34           Attestation reports on assessment of compliance with servicing criteria forasset-backed securities.

34.1        KeyBank National Association, as Master Servicer

34.2        KeyBank National Association, as Special Servicer(see Exhibit 34.1)

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 Certificate Administrator on and afterNovember 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

34.9        Berkadia Commercial Mortgage LLC, as PrimaryServicer

34.10      KeyBank National Association, as Primary Servicerof the Equus Industrial Portfolio Mortgage Loan (see Exhibit 34.1)

34.11      Situs Holdings, LLC, as Special Servicer of theEquus Industrial Portfolio Mortgage Loan

34.12      Wells Fargo Bank, National Association, as Trustee of the Equus IndustrialPortfolio Mortgage Loan (Omitted. See Explanatory Notes.)

34.13      Wells Fargo Bank, National Association, asCustodian of the Equus Industrial Portfolio Mortgage Loan (see Exhibit 34.4)

34.14      Park Bridge Lender Services LLC, as OperatingAdvisor of the Equus Industrial Portfolio Mortgage Loan (see Exhibit 34.5)

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

34.16      Berkadia Commercial Mortgage LLC, as PrimaryServicer of the iPark 84 Innovation Center Mortgage Loan (see Exhibit 34.9)

34.17      KeyBank National Association, as Special Servicerof the iPark 84 Innovation Center Mortgage Loan (see Exhibit 34.1)

34.18      Wells Fargo Bank, National Association, as Trustee of the iPark 84 InnovationCenter Mortgage Loan (Omitted. See Explanatory Notes.)

34.19      Wells Fargo Bank, National Association, asCustodian of the iPark 84 Innovation Center Mortgage Loan (see Exhibit 34.4)

34.20      Park Bridge Lender Services LLC, as OperatingAdvisor of the iPark 84 Innovation Center Mortgage Loan (see Exhibit 34.5)

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

34.22      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the JW Marriott Nashville MortgageLoan (see Exhibit 34.8)

34.23      CWCapital Asset Management LLC, as Special Servicer of the JW MarriottNashville Mortgage Loan (Omitted. See Explanatory Notes.)

34.24      Wilmington Trust, National Association, as Trustee of the JW Marriott NashvilleMortgage Loan (Omitted. See Explanatory Notes.)

34.25      Citibank, N.A., as Custodian of the JW Marriott Nashville Mortgage Loan(Omitted. See Explanatory Notes.)

34.26      Park Bridge Lender Services LLC, as OperatingAdvisor of the JW Marriott Nashville Mortgage Loan (see Exhibit 34.5)

34.27      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 141 Livingston Mortgage Loan(see Exhibit 34.8)

34.28      Greystone Servicing Company LLC, as Special Servicer of the 141 LivingstonMortgage Loan (Omitted. See Explanatory Notes.)

34.29      Wells Fargo Bank, National Association, as Trustee of the 141 LivingstonMortgage Loan (Omitted. See Explanatory Notes.)

34.30      Wells Fargo Bank, National Association, asCustodian of the 141 Livingston Mortgage Loan (see Exhibit 34.4)

34.31      Park Bridge Lender Services LLC, as OperatingAdvisor of the 141 Livingston Mortgage Loan (see Exhibit 34.5)

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

34.33      KeyBank National Association, as Primary Servicerof the Burlingame Point Mortgage Loan (see Exhibit 34.1)

34.34      Situs Holdings, LLC, as Special Servicer of theBurlingame Point Mortgage Loan (see Exhibit 34.11)

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

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

34.37      Pentalpha Surveillance LLC, as Operating Advisorof the Burlingame Point Mortgage Loan

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

34.39      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Amazon Seattle Mortgage Loan(see Exhibit 34.8)

34.40      Situs Holdings, LLC, as Special Servicer of theAmazon Seattle Mortgage Loan (see Exhibit 34.11)

34.41      Wells Fargo Bank, National Association, as Trustee of the Amazon SeattleMortgage Loan (Omitted. See Explanatory Notes.)

34.42      Wells Fargo Bank, National Association, asCustodian of the Amazon Seattle Mortgage Loan (see Exhibit 34.4)

34.43      Pentalpha Surveillance LLC, as Operating Advisorof the Amazon Seattle Mortgage Loan (see Exhibit 34.37)

34.44      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        KeyBank National Association, as Master Servicer

35.2        KeyBank National Association, as Special Servicer(see Exhibit 35.1)

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

35.6        Berkadia Commercial Mortgage LLC, as PrimaryServicer

35.7        KeyBank National Association, as Primary Servicerof the Equus Industrial Portfolio Mortgage Loan (see Exhibit 35.1)

35.8        Situs Holdings, LLC, as Special Servicer of theEquus Industrial Portfolio Mortgage Loan

35.9        Berkadia Commercial Mortgage LLC, as PrimaryServicer of the iPark 84 Innovation Center Mortgage Loan (see Exhibit 35.6)

35.10      KeyBank National Association, as Special Servicerof the iPark 84 Innovation Center Mortgage Loan (see Exhibit 35.1)

35.11      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the JW Marriott Nashville MortgageLoan (see Exhibit 35.5)

35.12      CWCapital Asset Management LLC, as Special Servicer of the JW MarriottNashville Mortgage Loan (Omitted. See Explanatory Notes.)

35.13      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 141 Livingston Mortgage Loan(see Exhibit 35.5)

35.14      Greystone Servicing Company LLC, as Special Servicer of the 141 LivingstonMortgage Loan (Omitted. See Explanatory Notes.)

35.15      KeyBank National Association, as Primary Servicerof the Burlingame Point Mortgage Loan (see Exhibit 35.1)

35.16      Situs Holdings, LLC, as Special Servicer of theBurlingame Point Mortgage Loan (see Exhibit 35.8)

35.17      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Amazon Seattle Mortgage Loan(see Exhibit 35.5)

35.18      Situs Holdings, LLC, as Special Servicer of theAmazon Seattle Mortgage Loan (see Exhibit 35.8)

99.1        Co-LenderAgreement, dated as of April 21, 2021, by and among Goldman Sachs Bank USA, asInitial Note A-1 Holder, Initial Note A-1-C-1 – Note A-1-C-5 Holder, InitialNote B-1 Holder and Initial Agent, DBR Investments Co. Limited, as Initial NoteA-2 Holder, Initial Note A-2-C-1 – Note A-2-C-5 Holder and Initial Note B-2Holder, and JPMorgan Chase Bank, National Association, as Initial Note A-3Holder, Initial Note A-3-C-1 – Note A-3-C-5 Holder and Initial Note B-3 Holder(filed as Exhibit 99.9 to the registrant’s Current Report on Form 8-K filed onMay 27, 2021 under Commission File No. 333-226943-10 and incorporated byreference herein).

99.2        Amendedand Restated Agreement Between Noteholders, dated as of May 12, 2021, amongGoldman Sachs Bank USA, as Initial Note A-1-A Holder, Initial Note A-1-B Holderand Initial Agent, Morgan Stanley Bank, N.A., as Initial Note A-2 Holder, PrimaMortgage Investment Trust, LLC, as Note B-1-A Holder and Note B-2-A Holder, NewYork State Teachers’ Retirement System, as Note B-1-B Holder and Note B-2-BHolder, Wilton Reassurance Company, as Note B-1-C Holder and Note B-2-C Holder,Highmark Inc., as Note B-1-D Holder and Note B-2-D Holder, and Wilcac LifeInsurance Company, as Note B-1-E Holder and Note B-2-E Holder (filed as Exhibit99.10 to the registrant’s Current Report on Form 8-K filed on May 27, 2021under Commission File No. 333-226943-10 and incorporated by reference herein).

99.3        IntercreditorAgreement, dated as of April 29, 2021, by and between DBR Investments Co.Limited, as Initial Note A-1 Holder and Initial Agent, DBR Investments Co.Limited, as Initial Note A-2 Holder, DBR Investments Co. Limited, as InitialNote A-3 Holder, DBR Investments Co. Limited, as Initial Note A-4 Holder, DBRInvestments Co. Limited, as Initial Note A-5 Holder, and DBR Investments Co.Limited, as Initial Note B Holder (filed as Exhibit 99.11 to the registrant’sCurrent Report on Form 8-K filed on May 27, 2021 under Commission File No.333-226943-10 and incorporated by reference herein).

99.4        Co-LenderAgreement, dated as of May 3, 2021, by and between Citi Real Estate FundingInc., as Initial Note A-1 Holder, and Citi Real Estate Funding Inc., as InitialNote A-2 Holder (filed as Exhibit 99.12 to the registrant’s Current Report onForm 8-K filed on May 27, 2021 under Commission File No. 333-226943-10 andincorporated by reference herein).

99.5        AgreementBetween Noteholders, dated as of November 30, 2020, by and among Goldman SachsBank USA, as Initial Note A-1 Holder and Initial Agent, Goldman Sachs Bank USA,as Initial Note A-2 Holder, Goldman Sachs Bank USA, as Initial Note A-3 Holder,Goldman Sachs Bank USA, as Initial Note A-4 Holder, Goldman Sachs Bank USA, asInitial Note A-5 Holder, Goldman Sachs Bank USA, as Initial Note A-6 Holder,Goldman Sachs Bank USA, as Initial Note A-7 Holder, Goldman Sachs Bank USA, asInitial Note A-8 Holder, and Goldman Sachs Bank USA, as Initial Note A-9 Holder(filed as Exhibit 99.13 to the registrant’s Current Report on Form 8-K filed onMay 27, 2021 under Commission File No. 333-226943-10 and incorporated byreference herein).

99.6        Amendedand Restated Co-Lender Agreement, dated as of April 9, 2021, by and between WellsFargo Bank, National Association, as Trustee for the Benefit of the RegisteredHolders of Benchmark 2021-B24 Mortgage Trust, Commercial Mortgage Pass-ThroughCertificates, Series 2021-B24, and the RR Interest Owners, as Initial Note A-1Holder, Citi Real Estate Funding Inc., as Initial Note A-2-1 Holder, and CitiReal Estate Funding Inc., as Initial Note A-2-2 Holder (filed as Exhibit 99.14to the registrant’s Current Report on Form 8-K filed on May 27, 2021 underCommission File No. 333-226943-10 and incorporated by reference herein).

99.7        MortgageLoan Purchase Agreement, dated and effective May 13, 2021, between GermanAmerican Capital Corporation and Deutsche Mortgage & Asset ReceivingCorporation (filed as Exhibit 99.1 to the registrant’s Current Report on Form8-K filed on May 27, 2021 under Commission File No. 333-226943-10 andincorporated by reference herein).

99.8        MortgageLoan Purchase Agreement, dated and effective May 13, 2021, between Citi RealEstate Funding Inc. and Deutsche Mortgage & Asset Receiving Corporation (filedas Exhibit 99.2 to the registrant’s Current Report on Form 8-K filed on May 27,2021 under Commission File No. 333-226943-10 and incorporated by referenceherein).

99.9        MortgageLoan Purchase Agreement, dated and effective May 13, 2021, between GoldmanSachs Mortgage Company and Deutsche Mortgage & Asset Receiving Corporation(filed as Exhibit 99.3 to the registrant’s Current Report on Form 8-K filed onMay 27, 2021 under Commission File No. 333-226943-10 and incorporated byreference herein).

99.10      MortgageLoan Purchase Agreement, dated and effective May 13, 2021, between JPMorganChase Bank, National Association and Deutsche Mortgage & Asset ReceivingCorporation (filed as Exhibit 99.4 to the registrant’s Current Report on Form8-K filed on May 27, 2021 under Commission File No. 333-226943-10 andincorporated by reference herein).

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

(c)    Not Applicable.

 

**SIGNATURES**

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

Deutsche Mortgage & AssetReceiving Corporation(Depositor)

/s/ HelaineM. Kaplan

Helaine M.Kaplan, President

(senior officer in charge ofsecuritization of the depositor)

Date: March 15, 2022

/s/ MattSmith

Matt Smith, Director

Date: March 15, 2022