**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-K**

(Mark One)

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

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

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

**For the transition period from _____ to _____Commission file number of the issuing entity: 333-226943-10**

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

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

**Wells Fargo Bank, National Association**

**as Certificate Administrator**

**9062 Old Annapolis Road**

**Columbia, MD**

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

**21045**

**(Zip Code)**

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

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

Not applicable.

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

Large acceleratedfiler        o                                                                                                       Accelerated filer                                     o

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

                                                                                                                                                       Emerging growth company                    o

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

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

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

Indicate by check mark whether any of those error correctionsare restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during therelevant recovery period pursuant to §240.10D-1(b). o

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

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

Not applicable.

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

Not applicable.

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

Not applicable.

**DOCUMENTS INCORPORATED BY REFERENCE**

** **

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

Not applicable.

 

** **

**EXPLANATORY NOTES**

The Equus Industrial Portfolio Mortgage Loanand the iPark 84 Innovation Center Mortgage Loan, which constituted approximately9.7% and 6.1%, respectively, of the asset pool of the issuing entity as of itscut-off date, are each an asset of the issuing entity and are each part of aloan combination that includes (a) with respect to the Equus IndustrialPortfolio Mortgage Loan, two other *pari passu* loans and ten subordinatecompanion loans, each of which are not assets of the issuing entity and (b)with respect to the iPark 84 Innovation Center Mortgage Loan, one other *paripassu* 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 theExhibit Index) 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 describes exhibitsprovided by certain parties (in their capacities indicated on the ExhibitIndex) 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 loancombination, including the Burlingame Point Mortgage Loan, is being servicedand administered pursuant to the trust and servicing agreement for the BGMETrust 2021-VR Transaction, which is incorporated by reference as Exhibit 4.4 tothis 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 Amazon Seattle Mortgage Loan, whichconstituted approximately 9.5% of the asset pool of the issuing entity as ofits cut-off date.  The Amazon Seattle Mortgage Loan is an asset of theissuing entity and is part of a loan combination that includes the AmazonSeattle Mortgage 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 the primaryservicer of the related mortgage loans serviced and administered pursuant tosuch agreement unless a separate primary servicer is identified herein. If this report does not identify a separate primary servicer, the servicercompliance statement provided by the master servicer under any such agreementalso encompasses its responsibilities as primary servicer of the relatedmortgage 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, NationalAssociation is the custodian of the mortgage loans serviced under the Poolingand Servicing Agreement, the Burlingame Point Mortgage Loan, the Amazon SeattleMortgage Loan and the 141 Livingston Mortgage Loan.  As a result, WellsFargo Bank, National Association is a servicing function participant in thecapacities 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 Wells Fargo Bank, NationalAssociation in the capacities described above are listed in the Exhibit Index.

Park Bridge Lender Services LLC isthe operating advisor of the mortgage loans serviced under the Pooling andServicing Agreement, the JW Marriott Nashville Mortgage Loan and the 141Livingston Mortgage Loan.  As a result, Park Bridge Lender Services LLC isa servicing function participant in the capacities described above, because itis servicing mortgage loans that constituted 5% or more of the assets of theissuing entity as of its cut-off date. The assessments of compliance withapplicable servicing criteria and accountants’ attestation reports delivered byPark Bridge Lender Services LLC in the capacities described above are listed inthe 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 servicingmortgage loans that constituted 10% or more of the assets of the issuing entityas of its cut-off date. The assessments of compliance with applicable servicingcriteria, accountants’ attestation reports and servicer compliance statementsdelivered by Midland Loan Services, a Division of PNC Bank, NationalAssociation in the capacities described above are listed in the Exhibit Index.

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 and approvedas specified in the transaction agreements). However, during the reportingperiod, the trustee did not perform any servicing function with respect to theservicing criteria specified in Item 1122(d)(2)(iii) of Regulation AB. The master servicer or the special servicer, to the extent required, performedthe servicing function identified with respect to Item 1122(d)(2)(iii) ofRegulation AB, and each such party included Item 1122(d)(2)(iii) of RegulationAB in the assessment of compliance with applicable servicing criteria andaccountant’s attestation report for the subject transaction.  As a result,this Annual Report on Form 10-K does not include an assessment of compliancewith applicable servicing criteria of the trustee. One or more other servicersof the Equus Industrial Portfolio Mortgage Loan, the iPark 84 Innovation CenterMortgage Loan, the 141 Livingston Mortgage Loan, the Burlingame Point MortgageLoan and the Amazon Seattle Mortgage Loan have delivered one or moreassessments of compliance with respect to Item 1122(d)(2)(iii) of RegulationAB.

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)of Regulation AB (regarding advances of funds or guarantees regardingcollections, cash flows or distributions, and any interest or other feescharged for such advances, are made, reviewed and approved as specified in thetransaction agreements). However, during the reporting period, the trustee didnot perform any servicing function with respect to the servicing criteriaspecified in Item 1122(d)(2)(iii) of Regulation AB.  The master serviceror the special servicer, to the extent required, performed the servicingfunction identified with respect to Item 1122(d)(2)(iii) of Regulation AB, andeach such party included Item 1122(d)(2)(iii) of Regulation AB in theassessment of compliance with applicable servicing criteria and accountant’sattestation report for the subject transaction.  As a result, this AnnualReport on Form 10-K does not include an assessment of compliance with applicableservicing criteria of the trustee. One or more other servicers of the JWMarriott Nashville Mortgage Loan have delivered one or more assessments ofcompliance with respect to Item 1122(d)(2)(iii) of Regulation AB.

This Annual Report on Form 10-Kincludes 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 combinations that include 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 the JW Marriott Nashville Mortgage Loan, Citibank, N.A.as custodian of the JW Marriott Nashville Mortgage Loan and Greystone ServicingCompany LLC as special servicer of the 141 Livingston Mortgage Loan, listed onthe Exhibit Index are omitted from this Annual Report on Form 10-K as they arenot required to be included on this Annual Report on Form 10-K per Instruction3 to Item 1122 of Regulation AB because they are parties performing activitiesthat address servicing criteria relating to 5% or less of the assets of theissuing entity; and (ii) the servicer compliance statements of CWCapital AssetManagement LLC as special servicer of the JW Marriott Nashville Mortgage Loanand Greystone Servicing Company LLC as special servicer of the 141 LivingstonMortgage Loan, listed on the Exhibit Index are omitted from this Annual Reporton Form 10-K as they are not required by Item 1123 of Regulation AB to beincluded on this Annual Report on Form 10-K because they are each anunaffiliated party that is not a “servicer” that meets the criteria in Item1108(a)(2)(i) through (iii) of Regulation AB.

**PART I**

**Item 1.  Business.**

Omitted.

**Item 1A.  Risk Factors.**

Omitted.

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

None.

**Item 2.  Properties.**

Omitted.

**Item 3.  Legal Proceedings.**

Omitted.

**Item 4.  Mine Safety Disclosures.**

Not applicable.

**PART II**

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

Omitted.

**Item 6. **

[Reserved]

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

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

**Item 9B.  Other Information.**

None.

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

None.

**PART III**

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

Omitted.

**Item 11.  Executive Compensation.**

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

**ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB**

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

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

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

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

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

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

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

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

From time to time, CWCapital Asset Management LLC, a Delawarelimited liability company (“CWCAM”), is a party to lawsuits and other legalproceedings as part of its duties as a special servicer (e.g., enforcement ofloan obligations) and/or arising in the ordinary course of business. Other thanas set forth in the following paragraphs, there are currently no legalproceedings pending, and no legal proceedings known to be contemplated bygovernmental authorities, against CWCAM or of which any of its property is 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 the properallocation of certain proceeds (“Disputed Proceeds”) received by CWCAM inconnection with the sale of the Peter Cooper Village and Stuyvesant Townproperty in New York, New York securing loans held by those trusts.  CWCAMwas the special servicer of such property.  The petition requests theState 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”).  On October 21,2016, the Federal Court held a hearing on the motion to transfer the action tothe United States District Court for the Southern District of New York (“SDNYCourt”), a motion to remand to state court and a motion to hear CWCAM’s requestfor reconsideration of the motion to dismiss.  On March 14, 2017, theFederal Court reserved the determination on the motion to hear CWCAM’s requestfor reconsideration of the motion to dismiss, denied the motion to remand thematter to state court and granted the motion to transfer the proceeding to theSDNY Court.  Cross motions for judgment on the pleadings were filed butthe SDNY Court was unable to decide the case based on the pleadings and theSDNY Court ordered discovery.  All fact discovery was completed in December,2018 and expert discovery was completed on March 15, 2019.  The partiessubmitted cross motions for summary judgment, and on March 19, 2020, the SDNYCourt entered an opinion and order in which it granted summary judgment inCWCAM’s favor and held that CWCAM was entitled to the entire amount of penaltyinterest and that CWCAM’s determination of Yield Maintenance was correct. In the 127-page opinion, the SDNY Court found for CWCAM on every issuepresented by the trustee’s petition, namely, that the funds in disputeconstitute penalty interest and yield maintenance, not gain-on-sale proceeds,and that the amount of penalty interest and yield maintenance was correctlycalculated. An appeal of the SDNY Court’s decision was taken on April 29,2020.  Oral argument on the appeal occurred on June 21, 2021.  OnJuly 14, 2022, the Second Circuit entered a decision affirming in part andreversing in part the SDNY Court’s decision and remanding to the SDNY Court forfurther proceedings.  The Second Circuit affirmed the SDNY’s Court holdingthat Penalty Interest and Yield Maintenance are paid before Gain-On-SaleProceeds.  The Second Circuit reversed and remanded for furtherproceedings that portion of the SDNY Court’s decision related to approximately$67.2 million in interest on advances.   On January 13, 2023, theparties entered into a settlement agreement, in which (among other things) theyagreed to stipulate that the amount of interest on advances that accrued on orbefore June 3, 2014 is $27.5 million, and that CWCAM would pay that amount intoescrow for distribution to certificateholders upon the entry of an order by theCourt approving the settlement.  U.S. Bank National Association, asTrustee for the trusts, provided notice of the settlement to all parties ininterest via a notice program approved by the Court.  A hearing on thesettlement is scheduled for March 16, 2023.

On December 1, 2017, a complaint against CWCAM and others wasfiled in the United States District Court for the Southern District of New Yorkstyled as CWCapital Cobalt Vr Ltd. v. CWCapital Investments LLC, et al., No.17-cv-9463 (the “Original Complaint”). The gravamen of the Original Complaint alleged breaches of a contract and fiduciary duties by CWCAM’saffiliate, CWCapital Investments LLC in its capacity as collateral manager forthe collateralized debt obligation transaction involving CWCapital Cobalt Vr,Ltd. In total, there are 14 counts pled in the Original Complaint. Of those 14,5 claims were asserted against CWCAM for aiding and abetting breach offiduciary duty, conversion and unjust enrichment. On May 23, 2018, the OriginalComplaint was dismissed for lack of subject matter jurisdiction.   OnJune 28, 2018, CWCapital Cobalt Vr Ltd. filed a substantially similar complaintin the Supreme Court of the State of New York, County of New York styled asCWCapital Cobalt Vr Ltd. v. CWCapital Investments LLC, et al., Index No.653277/2018 (the “New Complaint”).  The gravamen of the New Complaint isthe same as the previous complaint filed in the United State District Court forthe Southern District of New York.  In total there are 16 counts pled inthe New Complaint. Of those 16 counts, 5 claims were asserted against CWCAM foraiding and abetting breach of fiduciary duty, conversion and unjust enrichment,1 count seeks a declaratory judgement that the plaintiff has the right toenforce the contracts in question and 1 count seeks an injunction requiring thedefendants to recognize the plaintiff as the directing holder for the trusts inquestion. On January 11, 2019, the plaintiff dismissed with prejudice thedeclaratory judgment and injunction counts.  The New Complaint and relatedsummons was not served on the defendants until July 13, 2018 and July 16,2018.  The plaintiff’s motion for a preliminary injunction was denied bythe court on July 31, 2018.  On August 3, 2018, the defendants, includingCWCAM, filed a motion to dismiss the New Complaint in its entirety. On August20, 2019, the court entered an order granting defendants’ motion almost in its entirety,dismissing 11 of the 16 counts and partially dismissing 2 additionalcounts.  Of the remaining counts, 2 are asserted against CWCAM for aidingand abetting breach of fiduciary duty and unjust enrichment.  On September19, 2019, CWCapital Cobalt Vr Ltd. filed a notice of appeal relating to theAugust 20, 2019 dismissal order and on September 26, 2019, filed an amendedcomplaint against CWCI and CWCAM attempting to address deficiencies relating tocertain of the claims dismissed by the August 20, 2019 order.  CWCI andCWCAM filed its Motion to Dismiss the amended complaint on October 28,2019.  The court heard argument on the Motion to Dismiss the amendedcomplaint on January 22, 2020 and on October 23, 2020, the court granted themotion dismissing the amended claims.  On November 30, 2020, CWCapitalCobalt Vr Ltd filed a notice of appeal relating to the October 23, 2020dismissal order.  On April 27, 2021, the First Department affirmed thedismissal as to claims against CWCAM that were part of the August 20, 2019dismissal, but reversed the dismissal of two counts for breach of theCollateral Management Agreement against CWCI.  CWCI sought leave to filean appeal of the decision. The plaintiff also sought leave to appeal thedismissal of the claims against CWCAM.  Both requests for leave weredenied by the First Department.  On May 15, 2020, CWCI and CWCAM filed amotion to renew its motion to dismiss as to 4 of the remaining counts(including the remaining two counts against CWCAM for aiding and abettingbreach of fiduciary duty and unjust enrichment), based on a decision entered byJudge Failla in a trust instruction proceeding  in the US District Courtfor the Southern District of New York awarding summary judgment in favor ofCWCAM.  On September 7, 2021, the court denied the motion to renew. CWCI and CWCAM filed a notice of appeal, which they perfected by the filing oftheir opening brief on July 1, 2022.  On November 15, 2022, the FirstDepartment affirmed the court’s denial of the motion to renew.  On October1, 2021, CWCI and CWCAM moved to reargue the denial of the motion to renew (oralternatively, the motion to dismiss) with respect to certain of Cobalt’sclaims, including the remaining 2 claims against CWCAM, based on the FirstDepartment’s April 27, 2021 decision.  On March 24, 2022, the court deniedthe relief sought in the motion to reargue.  CWCI and CWCAM have appealedthe court’s decision on the motion to reargue and filed their opening brief onJuly 11, 2022.  The appeal was dismissed as being non-appealable on August30, 2022.  CWCAM believes that it has performed its obligations under therelated pooling and servicing agreements in good faith and the remainingallegations in the New Complaint are without merit.   

In December 2014, Phoenix Light SF Limited (Phoenix Light)and certain related entities filed a complaint in the United States DistrictCourt for the Southern District of New York alleging claims against Wells FargoBank, N.A., in its capacity as trustee for a number of residentialmortgage-backed securities (RMBS) trusts. Complaints raising similarallegations have been filed by Commerzbank AG in the Southern District of NewYork and by IKB International and IKB Deutsche Industriebank in New York statecourt. In each case, the plaintiffs allege that Wells Fargo Bank, N.A., astrustee, caused losses to investors, and plaintiffs assert causes of actionbased upon, among other things, the trustee’s alleged failure to notify andenforce repurchase obligations of mortgage loan sellers for purported breachesof representations and warranties, notify investors of alleged events ofdefault, and abide by appropriate standards of care following alleged events ofdefault. In July 2022, the district court dismissed Phoenix Light’s claims andcertain of the claims asserted by Commerzbank AG, and subsequently enteredjudgment in each case in favor of Wells Fargo Bank, N.A. In August 2022,Phoenix Light and Commerzbank AG appealed the district court’s decision to theUnited States Court of Appeals for the Second Circuit. The Company previouslysettled two class actions filed by institutional investors and an action filedby the National Credit Union Administration with similar allegations. Inaddition, Park Royal I LLC and Park Royal II LLC have filed substantiallysimilar lawsuits in New York state court alleging Wells Fargo Bank, N.A., astrustee, failed to take appropriate actions upon learning of defective mortgageloan documentation.

**Item 1119 of Regulation AB, Affiliations and Certain Relationshipsand 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 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 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 under Item15 to this Annual Report on Form 10-K. Attached as Exhibit AA to the poolingand servicing agreement for the Benchmark 2021-B25 Transaction incorporated byreference as Exhibit 4.5 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for theBenchmark 2021-B25 Transaction responsible for each applicable servicingcriteria set forth in Item 1122(d).

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

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

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

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

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

**PART IV**

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

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

(1) Not applicable

(2) Not applicable

(3) See below

4.1          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 underCommission File 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,National Association, 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 General SpecialServicer (see Exhibit 33.1)

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

33.4        Wells Fargo Bank, National Association, asCustodian

33.5        Park Bridge Lender Services LLC, as OperatingAdvisor

33.6        Computershare Trust Company, National Association,as Servicing Function Participant for the Trustee and Certificate Administrator

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

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, asServicing Function Participant for the Custodian (see Exhibit 33.7)

33.16      Berkadia Commercial Mortgage LLC, as PrimaryServicer of 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 (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 (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 (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 (see Exhibit 33.7)

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

34.1        KeyBank National Association, as Master Servicer

34.2        KeyBank National Association, as General SpecialServicer (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 Trustee and Certificate Administrator

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

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 (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 (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 (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 (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 (see Exhibit 34.7)

35           Servicer compliance statements.

35.1        KeyBank National Association, as Master Servicer

35.2        KeyBank National Association, as General SpecialServicer (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

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 betweenWells Fargo Bank, National Association, as Trustee for the Benefit of theRegistered Holders of Benchmark 2021-B24 Mortgage Trust, Commercial MortgagePass-Through Certificates, Series 2021-B24, and the RR Interest Owners, asInitial Note A-1 Holder, Citi Real Estate Funding Inc., as Initial Note A-2-1Holder, and Citi Real Estate Funding Inc., as Initial Note A-2-2 Holder (filedas Exhibit 99.14 to the registrant’s Current Report on Form 8-K filed on May27, 2021 under Commission File No. 333-226943-10 and incorporated by referenceherein).

99.7        MortgageLoan Purchase Agreement, dated and effective May 13, 2021, between GermanAmerican Capital Corporation and Deutsche Mortgage & Asset Receiving Corporation(filed as Exhibit 99.1 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).

99.8        MortgageLoan Purchase Agreement, dated and effective May 13, 2021, between Citi RealEstate Funding Inc. and Deutsche Mortgage & Asset Receiving Corporation(filed as Exhibit 99.2 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).

99.9        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 14, 2023

/s/ MattSmith

Matt Smith, Director

Date: March 14, 2023