**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-K**

(Mark One)

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

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

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

**For the transition period from _____ to _____Commission file number of the issuing entity: 333-226123-12**

**Central Index Key Number of the issuing entity:0001871630**

**Benchmark 2021-B28 Mortgage Trust**

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

** **

**Central Index Key Number of the depositor: 0001013611**

**J.P. Morgan Chase CommercialMortgage Securities Corp.**

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

** **

**Central Index Key Number of the sponsor: 0000835271**

**JPMorgan Chase Bank, NationalAssociation**

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

** **

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

**Citi Real Estate Funding Inc.**

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

** **

**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: 0001541502**

**Goldman Sachs Mortgage Company**

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

** **

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

**the issuing entity)** | **35-7287178**

**38-4178218**

**38-4190441**

**(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) 834-5467**

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

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

 

 

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

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

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

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

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

Not applicable.

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

Large acceleratedfiler        o                                                                                                       Acceleratedfiler                                     o

Non-acceleratedfiler          ⌧                                                                                                      Smaller 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

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 College Point Mortgage Loan,the Woodbridge Corporate Plaza Leased Fee Mortgage Loan and the ExchangeRightNet Leased Portfolio #48 Mortgage Loan, which constituted approximately 2.9%,2.0% and 2.0%, 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 the College Point Mortgage Loan, the WoodbridgeCorporate Plaza Leased Fee Mortgage Loan or the ExchangeRight Net LeasedPortfolio #48 Mortgage Loan and one other*pari passu*loan, each of whichis not an asset of the issuing entity. These loan combinations, including theCollege Point Mortgage Loan, the Woodbridge Corporate Plaza Leased Fee MortgageLoan and the ExchangeRight Net Leased Portfolio #48 Mortgage Loan, are beingserviced and administered pursuant to the Pooling and Servicing Agreement,which is incorporated by reference as Exhibit 4.1 to this Annual Report on Form10-K. 

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the Colonnade Corporate Center Mortgage Loan andthe 4500 Academy Road Distribution Center Mortgage Loan, which constitutedapproximately 1.7% and 1.6%, respectively, of the asset pool of the issuingentity as of its cut-off date.  The Colonnade Corporate Center MortgageLoan and the 4500 Academy Road Distribution Center Mortgage Loan are each anasset of the issuing entity and are each part of a loan combination thatincludes the Colonnade Corporate Center Mortgage Loan or the 4500 Academy RoadDistribution Center Mortgage Loan and one other *pari passu* loan, each ofwhich is not an asset of the issuing entity. The other *pari passu*portion of each loan combination was securitized in the Benchmark 2021-B27Mortgage Trust transaction, Commission File Number 333-228597-09 (the “Benchmark2021-B27 Transaction”). These loan combinations, including the ColonnadeCorporate Center Mortgage Loan and the 4500 Academy Road Distribution CenterMortgage Loan, are being serviced and administered pursuant to the pooling andservicing agreement for the Benchmark 2021-B27 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 One SoHo Square Mortgage Loan, whichconstituted approximately 9.8% of the asset pool of the issuing entity as ofits cut-off date.  The One SoHo Square Mortgage Loan is an asset of theissuing entity and is part of a loan combination that includes the One SoHoSquare Mortgage Loan, sixteen other *pari passu* loans and threesubordinate companion loans, which are not assets of the issuing entity. A *paripassu* portion of the loan combination was securitized in the SOHO Trust2021-SOHO transaction (the “SOHO 2021-SOHO Transaction”). This loancombination, including the One SoHo Square Mortgage Loan, is being serviced andadministered pursuant to the trust and servicing agreement for the SOHO2021-SOHO Transaction, which is incorporated by reference as Exhibit 4.3 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 Domain Mortgage Loan, which constitutedapproximately 1.5% of the asset pool of the issuing entity as of its cut-offdate.  The Domain Mortgage Loan is an asset of the issuing entity and ispart of a loan combination that includes The Domain Mortgage Loan and fiveother *pari passu* loans, which are not assets of the issuing entity. A *paripassu* portion of the loan combination was securitized in the BANK2021-BNK35 transaction, Commission File Number 333-227446-16 (the “BANK2021-BNK35 Transaction”). This loan combination, including The DomainMortgage Loan, is being serviced and administered pursuant to the pooling andservicing agreement for the BANK 2021-BNK35 Transaction, which is incorporatedby reference as Exhibit 4.4 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 Watermark Tempe Mortgage Loan and the 2Washington Mortgage Loan, which constituted approximately 2.4% and 1.8%,respectively, of the asset pool of the issuing entity as of its cut-offdate.  The Watermark Tempe Mortgage Loan and 2 Washington Mortgage Loanare each an asset of the issuing entity and are each part of a loan combinationthat includes (a) with respect to the Watermark Tempe Mortgage Loan, five other*pari passu* loans, which are not assets of the issuing entity or (b) withrespect to the 2 Washington Mortgage Loan, four other *pari passu* loans,which are not assets of the issuing entity. These loan combinations, includingthe Watermark Tempe Mortgage Loan and the 2 Washington Mortgage Loan, wereserviced under the Pooling and Servicing Agreement for the issuing entity priorto the closing of the securitization of a *pari passu* portion of theWatermark Tempe loan combination and the 2 Washington loan combination in theBenchmark 2021-B29 Mortgage Trust transaction, Commission File Number333-226082-11 (the “Benchmark 2021-B29 Transaction”).  After theclosing of the Benchmark 2021-B29 Transaction on September 30, 2021, these loancombinations, including the Watermark Tempe Mortgage Loan and the 2 WashingtonMortgage Loan were, and will continue to be, serviced and administered pursuantto the pooling and servicing agreement with respect to the Benchmark 2021-B29Transaction, which is incorporated by reference as Exhibit 4.5 to this AnnualReport on Form 10-K.

The Exhibit Index describes exhibitsprovided by certain parties (in their capacities indicated on the ExhibitIndex) with respect to the Huntsville Office Portfolio Mortgage Loan, whichconstituted approximately 2.2% of the asset pool of the issuing entity as ofits cut-off date.  The Huntsville Office Portfolio Mortgage Loan is anasset of the issuing entity and is part of a loan combination that includes theHuntsville Office Portfolio Mortgage Loan and four other *pari passu*loans, which are not assets of the issuing entity. This loan combination,including the Huntsville Office Portfolio Mortgage Loan, was serviced under thePooling and Servicing Agreement for the issuing entity prior to the closing ofthe securitization of a *pari passu* portion of the Huntsville OfficePortfolio loan combination in the 3650R 2021-PF1 Commercial Mortgage Trusttransaction, Commission File Number 333-255181-01 (the “3650R 2021-PF1Transaction”).  After the closing of the 3650R 2021-PF1 Transaction onNovember 18, 2021, this loan combination, including the Huntsville OfficePortfolio Mortgage Loan was, and will continue to be, serviced and administeredpursuant to the pooling and servicing agreement with respect to the 3650R2021-PF1 Transaction, which is incorporated by reference as Exhibit 4.6 to thisAnnual Report on Form 10-K.

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

Midland Loan Services, a Divisionof PNC Bank, National Association is the master servicer of the mortgage loansserviced under the Pooling and Servicing Agreement, the primary servicer of theWatermark Tempe Mortgage Loan, the Huntsville Office Portfolio Mortgage Loan,the 2 Washington Mortgage Loan, the Colonnade Corporate Center Mortgage Loanand the 4500 Academy Road Distribution Center Mortgage Loan and the specialservicer of the Colonnade Corporate Center Mortgage Loan and the 4500 AcademyRoad Distribution Center Mortgage Loan prior to May 10, 2023 and the One SoHoSquare Mortgage Loan prior to May 15, 2023. As a result, Midland Loan Services,a Division of PNC Bank, National Association is a “servicer” as defined in Item1108(a)(2)(iii) of Regulation AB, in the capacities described above, because itis servicing mortgage loans that constituted 10% or more of the assets of theissuing entity as of its cut-off date. The assessments of compliance withapplicable servicing criteria, accountants’ attestation reports and servicercompliance statements delivered by Midland Loan Services, a Division of PNC Bank,National Association in the capacities described above are listed in theExhibit Index.

LNR Partners, LLC is the specialservicer of the mortgage loans serviced under the Pooling and ServicingAgreement, the Watermark Tempe Mortgage Loan and the 2 Washington MortgageLoan. As a result, LNR Partners, LLC is a “servicer” as defined in Item1108(a)(2)(iii) of Regulation AB, in the capacities described above, because itis servicing mortgage loans that constituted 10% or more of the assets of theissuing entity as of its cut-off date. The assessments of compliance withapplicable servicing criteria, accountants’ attestation reports and servicercompliance statements delivered by LNR Partners, LLC in the capacitiesdescribed above are listed in the Exhibit Index.

Wells Fargo Bank, NationalAssociation is the certificate administrator of the mortgage loans servicedunder the Pooling and Servicing Agreement and the primary servicer of TheDomain Mortgage Loan. As a result, Wells Fargo Bank, National Association is a“servicer” as defined in Item 1108(a)(2)(iii) of Regulation AB, in thecapacities described above, because it is servicing mortgage loans thatconstituted 10% or more of the assets of the issuing entity as of its cut-offdate. The assessments of compliance with applicable servicing criteria,accountants’ attestation reports and servicer compliance statements deliveredby Wells Fargo Bank, National Association in the capacities described above arelisted in the Exhibit Index.

Wells Fargo Bank, National Associationis the custodian of the mortgage loans serviced under the Pooling and ServicingAgreement, the Watermark Tempe Mortgage Loan, the Huntsville Office PortfolioMortgage Loan, the 2 Washington Mortgage Loan and The Domain MortgageLoan.  As a result, Wells Fargo Bank, National Association is a servicingfunction participant in the capacities described above, because it is servicingmortgage loans that constituted 5% or more of the assets of the issuing entityas of its cut-off date. The assessments of compliance with applicable servicingcriteria and accountants’ attestation reports delivered by Wells Fargo Bank,National Association in the capacities described above are listed in theExhibit Index.

K-Star Asset Management LLC is thespecial servicer of the One SoHo Square Mortgage Loan, the Colonnade CorporateCenter Mortgage Loan and the 4500 Academy Road Distribution Center MortgageLoan, which constituted approximately 9.8%, 1.7% and 1.6%, respectively, of theasset pool of the issuing entity as of its cut-off date. In accordance with theCompliance and Disclosure Interpretations, Section 200.03 (Rules 13a-18 and15d-18, Servicer’s Assessment of Compliance), this percentage must be reducedpro rata because it was only acting as special servicer of the One SoHo SquareMortgage Loan from May 15, 2023 to December 31, 2023 and the ColonnadeCorporate Center Mortgage Loan and the 4500 Academy Road Distribution CenterMortgage Loan from May 10, 2023 to December 31, 2023. As a result, it is anunaffiliated party that, as a result of such pro rata reduction of suchpercentage, is not a “servicer” that meets the criteria in Item 1108(a)(2)(i)through (iii) of Regulation AB and so no servicer compliance statement isrequired.

Park Bridge Lender Services LLC isthe operating advisor of the Watermark Tempe Mortgage Loan, the HuntsvilleOffice Portfolio Mortgage Loan, the 2 Washington Mortgage Loan, the ColonnadeCorporate Center Mortgage Loan, the 4500 Academy Road Distribution CenterMortgage Loan and The Domain Mortgage Loan.  As a result, Park BridgeLender Services LLC is a servicing function participant in the capacitiesdescribed above, because it is servicing mortgage loans that constituted 5% ormore of the assets of the issuing entity as of its cut-off date. Theassessments of compliance with applicable servicing criteria and accountants’attestation reports delivered by Park Bridge Lender Services LLC in thecapacities described above are listed in the Exhibit Index.

KeyBank National Association isthe primary servicer of the One SoHo Square Mortgage Loan and the specialservicer of The Domain Mortgage Loan. As a result, KeyBank National Associationis a “servicer” as defined in Item 1108(a)(2)(iii) of Regulation AB, in thecapacities described above, because it is servicing mortgage loans thatconstituted 10% or more of the assets of the issuing entity as of its cut-offdate. The assessments of compliance with applicable servicing criteria,accountants’ attestation reports and servicer compliance statements deliveredby KeyBank National Association in the capacities described above are listed inthe Exhibit Index.

Wells Fargo Bank, NationalAssociation acts as trustee of the College Point Mortgage Loan, the WoodbridgeCorporate Plaza Leased Fee Mortgage Loan, the ExchangeRight Net LeasedPortfolio #48 Mortgage Loan, the Watermark Tempe Mortgage Loan, the 2Washington Mortgage Loan and the Huntsville Office Portfolio MortgageLoan.  Pursuant to the Pooling and Servicing Agreement, the pooling andservicing agreement for the Benchmark 2021-B29 Transaction and the pooling andservicing agreement for the 3650R 2021-PF1 Transaction, the trustee is requiredto provide an assessment of compliance with applicable servicing criteriasolely with respect to Item 1122(d)(2)(iii) of Regulation AB (regardingadvances of funds or guarantees regarding collections, cash flows ordistributions, and any interest or other fees charged for such advances, aremade, reviewed and approved as specified in the transaction agreements).However, during the reporting period, the trustee did not perform any servicingfunction with respect to the servicing criteria specified in Item1122(d)(2)(iii) of Regulation AB.  The master servicer or the specialservicer, to the extent required, performed the servicing function identifiedwith respect to Item 1122(d)(2)(iii) of Regulation AB, and each such partyincluded Item 1122(d)(2)(iii) of Regulation AB in the assessment of compliancewith applicable servicing criteria and accountant’s attestation report for thesubject transaction.  As a result, this Annual Report on Form 10-K doesnot include an assessment of compliance with applicable servicing criteria ofthe trustee. One or more other servicers of the College Point Mortgage Loan,the Woodbridge Corporate Plaza Leased Fee Mortgage Loan, the ExchangeRight NetLeased Portfolio #48 Mortgage Loan, the Watermark Tempe Mortgage Loan, the 2Washington Mortgage Loan and the Huntsville Office Portfolio Mortgage Loan havedelivered one or more assessments of compliance with respect to Item1122(d)(2)(iii) of Regulation AB.

Wilmington Trust, NationalAssociation acts as trustee of the Colonnade Corporate Center Mortgage Loan,the 4500 Academy Road Distribution Center Mortgage Loan and The Domain MortgageLoan.  Pursuant to the pooling and servicing agreement for the Benchmark2021-B27 Transaction and the pooling and servicing agreement for the BANK2021-BNK35 Transaction, the trustee is required to provide an assessment ofcompliance with applicable servicing criteria solely with respect to Item1122(d)(2)(iii) of Regulation AB (regarding advances of funds or guaranteesregarding collections, cash flows or distributions, and any interest or otherfees charged for such advances, are made, reviewed and approved as specified inthe transaction agreements). However, during the reporting period, the trusteedid not 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 withapplicable servicing criteria of the trustee. One or more other servicers of theColonnade Corporate Center Mortgage Loan, the 4500 Academy Road DistributionCenter Mortgage Loan and The Domain Mortgage Loan have delivered one or moreassessments of compliance with respect to Item 1122(d)(2)(iii) of RegulationAB.

This Annual Report on Form 10-Kincludes assessments of compliance with applicable servicing criteria andaccountants’ attestation reports from CoreLogic Solutions, LLC.  Thisentity was engaged by the primary servicer of The Domain Mortgage Loan to remittax payments received from the escrow accounts of borrowers to local taxingauthorities, to report tax amounts due, to verify tax parcel information, andto verify non-escrow tax payments. These servicing functions are includedwithin the servicing criteria set forth in Items 1122(d)(4)(xi) and1122(d)(4)(xii) of Regulation AB.  Therefore, under the principles-baseddefinition of “servicer” set forth in Item 1101(j) of Regulation AB that looksto the functions that an entity performs, this vendor is a “servicer” for thepurposes of Item 1122 of Regulation AB.  *See* Compliance andDisclosure Interpretations, Section 301.01 (Item 1101(j)).

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

The assessments of compliance withapplicable servicing criteria, accountants’ attestation reports and servicercompliance statements of the certificate administrator of The Domain MortgageLoan, the Watermark Tempe Mortgage Loan, the 2 Washington Mortgage Loan, theHuntsville Office Portfolio Mortgage Loan, the Colonnade Corporate CenterMortgage Loan, the 4500 Academy Road Distribution Center Mortgage Loan and theOne SoHo Square Mortgage Loan are omitted from this Annual Report on Form 10-Kas the certificate 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 respectto the *pari passu* loan combinations that include the Colonnade CorporateCenter Mortgage Loan, the 4500 Academy Road Distribution Center Mortgage Loan,the One SoHo Square Mortgage Loan and the Huntsville Office Portfolio MortgageLoan, (i) the reports on assessment of compliance with servicing criteria andattestation reports on assessment of compliance with servicing criteria ofCitibank, N.A. as custodian of the Colonnade Corporate Center Mortgage Loan andthe 4500 Academy Road Distribution Center Mortgage Loan and 3650 REIT LoanServicing LLC as special servicer of the Huntsville Office Portfolio MortgageLoan, listed on the Exhibit Index are omitted from this Annual Report on Form10-K as they are not required to be included on this Annual Report on Form 10-Kper Instruction 3 to Item 1122 of Regulation AB because they are partiesperforming activities that address servicing criteria relating to 5% or less ofthe assets of the issuing entity; and (ii) the servicer compliance statement of3650 REIT Loan Servicing LLC as special servicer of the Huntsville OfficePortfolio Mortgage Loan, listed on the Exhibit Index is omitted from thisAnnual Report on Form 10-K as it is not required by Item 1123 of Regulation ABto be included on this Annual Report on Form 10-K because it is an unaffiliatedparty that is not a “servicer” that meets the criteria in Item 1108(a)(2)(i)through (iii) of Regulation AB, and the servicer compliance statements ofK-Star Asset Management LLC as special servicer of the One SoHo Square MortgageLoan on and after May 15, 2023 and the Colonnade Corporate Center Mortgage Loanand the 4500 Academy Road Distribution Center Mortgage Loan on and after May10, 2023 listed on the Exhibit Index are omitted from this Annual Report onForm 10-K for the reasons set forth in the Explanatory Notes above.

**PART I**

**Item 1.  Business.**

Omitted.

**Item 1A.  Risk Factors.**

Omitted.

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

None.

**Item 1C.  Cybersecurity.**

Omitted.

**Item 2.  Properties.**

Omitted.

**Item 3.  Legal Proceedings.**

Omitted.

**Item 4.  Mine Safety Disclosures.**

Not applicable.

**PART II**

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

Omitted.

**Item 6.  [Reserved]**

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

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

**Item 9B.  Other Information.**

None.

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

None.

**PART III**

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

Omitted.

**Item 11.  Executive Compensation.**

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

**ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB**

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

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

 

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

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

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

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

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

The registrant knows of no material pending legal proceedinginvolving the trust or any party related to the trust, other than routinelitigation incidental to the duties of those respective parties, and thefollowing, with respect to U.S. Bank Trust Company, National Association, astrustee and as certificate administrator, and U.S. Bank National Association,as custodian, and Wells Fargo Bank, National Association, as certificateadministrator, as trustee and as custodian. 

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

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

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

U.S. Bank has filed a motion seeking dismissal of theoperative complaint in its entirety with prejudice pursuant to Chancery CourtRules 12(b)(1) and 12(b)(6) or, in the alternative, a stay of the case whileother prior filed disputes involving the DSTs and the Student Loans arelitigated.  On November 7, 2018, the Court ruled that the case should bestayed in its entirety pending resolution of the first-filed cases.  OnJanuary 21, 2020, the Court entered an order consolidating for pretrialpurposes the NCMSLT Action and three other lawsuits pending in the DelawareCourt of Chancery concerning the DSTs and the Student Loans, which remainspending.  

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

In December 2014, Phoenix 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, IKB International and IKB Deutsche Industriebank (together, IKB) in NewYork state court, and Park Royal I LLC and Park Royal II LLC 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 each appealed the district court’s decision tothe United States Court of Appeals for the Second Circuit. Phoenix Lightdismissed its appeal in May 2023, terminating its case. In November 2023, WellsFargo Bank, N.A. entered into an agreement with IKB to resolve IKB’s claims.Wells Fargo Bank, N.A. previously settled two class actions filed byinstitutional investors and an action filed by the National Credit UnionAdministration with similar allegations.

**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 August 19, 2021 pursuant to Rule 424(b)(2).

**Item 1122 of Regulation AB, Compliance with ApplicableServicing Criteria.**

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the mortgage loans are attachedhereto under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit AAto the Pooling and Servicing Agreement incorporated by reference as Exhibit 4.1to this Annual Report on Form 10-K is a chart identifying the entitiesparticipating in a servicing function for the transaction responsible for eachapplicable servicing criteria set forth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the Colonnade Corporate CenterMortgage Loan and the 4500 Academy Road Distribution Center Mortgage Loan,which are being serviced and administered pursuant to the pooling and servicingagreement for the Benchmark 2021-B27 Transaction, are attached hereto underItem 15 to this Annual Report on Form 10-K. Attached as Exhibit O to thepooling and servicing agreement for the Benchmark 2021-B27 Transaction incorporatedby reference as Exhibit 4.2 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for theBenchmark 2021-B27 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 One SoHo Square Mortgage Loan,which is being serviced and administered pursuant to the trust and servicingagreement for the SOHO 2021-SOHO Transaction, are attached hereto under Item 15to this Annual Report on Form 10-K. Attached as Exhibit L to the trust andservicing agreement for the SOHO 2021-SOHO Transaction incorporated byreference as Exhibit 4.3 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the SOHO2021-SOHO Transaction responsible for each applicable servicing criteria setforth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to The Domain Mortgage Loan, which isbeing serviced and administered pursuant to the pooling and servicing agreementfor the BANK 2021-BNK35 Transaction, are attached hereto under Item 15 to thisAnnual Report on Form 10-K. Attached as Exhibit Z to the pooling and servicingagreement for the BANK 2021-BNK35 Transaction incorporated by reference asExhibit 4.4 to this Annual Report on Form 10-K is a chart identifying theentities participating in a servicing function for the BANK 2021-BNK35Transaction responsible for each applicable servicing criteria set forth inItem 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the Watermark Tempe Mortgage Loan andthe 2 Washington Mortgage Loan, which are being serviced and administeredpursuant to the pooling and servicing agreement for the Benchmark 2021-B29Transaction, are attached hereto under Item 15 to this Annual Report on Form10-K. Attached as Exhibit AA to the pooling and servicing agreement for theBenchmark 2021-B29 Transaction incorporated by reference as Exhibit 4.5 to thisAnnual Report on Form 10-K is a chart identifying the entities participating ina servicing function for the Benchmark 2021-B29 Transaction responsible foreach applicable 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 Huntsville Office PortfolioMortgage Loan, which is being serviced and administered pursuant to the poolingand servicing agreement for the 3650R 2021-PF1 Transaction, are attached heretounder Item 15 to this Annual Report on Form 10-K. Attached as Exhibit AA to thepooling and servicing agreement for the 3650R 2021-PF1 Transaction incorporatedby reference as Exhibit 4.6 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the 3650R2021-PF1 Transaction responsible for each applicable servicing criteria setforth in Item 1122(d).

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

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

**PART IV**

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

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

(1) Not applicable

(2) Not applicable

(3) See below

 

4.1          Pooling and Servicing Agreement, dated as of August 1,2021, between J.P. Morgan Chase Commercial Mortgage Securities Corp., asDepositor, Midland Loan Services, a Division of PNC Bank, National Association,as Master Servicer, Midland Loan Services, a Division of PNC Bank, NationalAssociation, as Special Servicer, Wells Fargo Bank, National Association, asCertificate Administrator, Wells Fargo Bank, National Association, as Trustee,and Pentalpha Surveillance LLC, as Operating Advisor and as AssetRepresentations Reviewer (filed as Exhibit 4.1 to the registrant’s CurrentReport on Form 8-K filed on August 19, 2021 under Commission File No.333-226123-12 and incorporated by reference herein).

4.2          Pooling and Servicing Agreement, dated as of June 1,2021, among Citigroup Commercial Mortgage Securities Inc., as Depositor,Midland Loan Services, a Division of PNC Bank, National Association, as MasterServicer and Special Servicer, Park Bridge Lender Services LLC, as OperatingAdvisor and Asset Representations Reviewer, Citibank, N.A., as CertificateAdministrator, and Wilmington Trust, National Association, as Trustee (filed asExhibit 4.3 to the registrant’s Current Report on Form 8-K filed on August 19,2021 under Commission File No. 333-226123-12 and incorporated by referenceherein).

4.3          Trust and Servicing Agreement, dated as of July 30, 2021,among GS Mortgage Securities Corporation II, as Depositor, KeyBank NationalAssociation, as Servicer, Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer, U.S. Bank National Association, asCertificate Administrator and Trustee, U.S. Bank National Association, asCustodian, and Pentalpha Surveillance LLC, as Operating Advisor (filed asExhibit 4.2 to the registrant’s Current Report on Form 8-K filed on August 19,2021 under Commission File No. 333-226123-12 and incorporated by reference herein).

4.4          Pooling and Servicing Agreement, dated as of August 1,2021, between Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank,National Association, as General Master Servicer, KeyBank National Association,as General Special Servicer, National Cooperative Bank, N.A., as NCB MasterServicer and as NCB Special Servicer, Wells Fargo Bank, National Association,as Certificate Administrator, Wilmington Trust, National Association, asTrustee, and Park Bridge Lender Services LLC, as Operating Advisor and as AssetRepresentations Reviewer (filed as Exhibit 4.4 to the registrant’s CurrentReport on Form 8-K filed on August 19, 2021 under Commission File No.333-226123-12 and incorporated by reference herein).

4.5          Pooling and Servicing Agreement, dated as of September 1,2021, among GS Mortgage Securities Corporation II, as Depositor, Midland LoanServices, a Division of PNC Bank, National Association, as Master Servicer, LNRPartners, LLC, as Special Servicer, Wells Fargo Bank, National Association, asCertificate Administrator and as Trustee, and Park Bridge Lender Services LLC,as Operating Advisor and as Asset Representations Reviewer (filed as Exhibit4.1 to the registrant’s Current Report on Form 8-K filed on October 1, 2021under Commission File No. 333-226123-12 and incorporated by reference herein).           

4.6          Pooling and Servicing Agreement, dated as of November 1,2021, among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor,Midland Loan Services, a Division of PNC Bank, National Association, as MasterServicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Wells Fargo Bank,National Association, as Certificate Administrator and as Trustee, and ParkBridge Lender Services LLC, as Operating Advisor and as Asset RepresentationsReviewer (filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-Kfiled on November 19, 2021 under Commission File No. 333-226123-12 andincorporated by reference herein).

4.7          Co-Lender Agreement, dated as of July 30, 2021 by andamong Goldman Sachs Bank USA, as Initial Note A-1-S Holder, Initial NoteA-1-C-1 – Note A-1-C-8 Holder and Initial Note B-1 Holder, DBR Investments Co.Limited, as Initial Note A-2-S Holder, Initial Note A-2-C-1 – Note A-2-C-6Holder and Initial Note B-2 Holder, and Bank of Montreal, as Initial Note A-3-SHolder, Initial Note A-3-C-1 – Note A-3-C-3 Holder and Initial Note B-3 Holder(filed as Exhibit 4.5 to the registrant’s Current Report on Form 8-K filed onAugust 19, 2021 under Commission File No. 333-226123-12 and incorporated byreference herein).

4.8          Agreement Between Noteholders, dated as of August 19,2021, by and among Goldman Sachs Bank USA, as Initial Note A-1 Holder, andGoldman Sachs Bank USA, as Initial Note A-2 Holder (filed as Exhibit 4.6 to theregistrant’s Current Report on Form 8-K filed on August 19, 2021 underCommission File No. 333-226123-12 and incorporated by reference herein).

4.9          Agreement Between Noteholders, dated as of August 19,2021, by and between DBR Investments Co. Limited, as Initial Note A-1 Holder,DBR Investments Co. Limited, as Initial Note A-2 Holder, DBR Investments Co.Limited, as Initial Note A-3 Holder, DBR Investments Co. Limited, as InitialNote A-4 Holder, DBR Investments Co. Limited, as Initial Note A-5 Holder, andDBR Investments Co. Limited, as Initial Note A-6 Holder (filed as Exhibit 4.7to the registrant’s Current Report on Form 8-K filed on August 19, 2021 underCommission File No. 333-226123-12 and incorporated by reference herein).

4.10        Co-Lender Agreement, dated as of July 26, 2021, betweenCiti Real Estate Funding Inc., as Note A-1-1 Holder, Note A-1-2 Holder and NoteA-1-3 Holder, and DBR Investments Co. Limited, as Note A-2-1 Holder, Note A-2-2Holder and Note A-2-3 Holder (filed as Exhibit 4.8 to the registrant’s CurrentReport on Form 8-K filed on August 19, 2021 under Commission File No.333-226123-12 and incorporated by reference herein).

4.11        Agreement Between Noteholders, dated as of May 24, 2021,by and among Goldman Sachs Bank USA, as Initial Note A-1 Holder, and ArgenticReal Estate Finance LLC, as Initial Note A-2 Holder (filed as Exhibit 4.9 tothe registrant’s Current Report on Form 8-K filed on August 19, 2021 underCommission File No. 333-226123-12 and incorporated by reference herein).

4.12        Co-Lender Agreement, dated as of July 2, 2021, by andbetween Citi Real Estate Funding Inc., as Initial Note A-1 Holder, and CitiReal Estate Funding Inc., as Initial Note A-2 Holder (filed as Exhibit 4.10 tothe registrant’s Current Report on Form 8-K filed on August 19, 2021 underCommission File No. 333-226123-12 and incorporated by reference herein).

4.13        Agreement Between Noteholders, dated as of August 19,2021, by and between DBR Investments Co. Limited, as Initial Note A-1 Holder,DBR Investments Co. Limited, as Initial Note A-2 Holder, DBR Investments Co.Limited, as Initial Note A-3 Holder, DBR Investments Co. Limited, as InitialNote A-4 Holder, and DBR Investments Co. Limited, as Initial Note A-5 Holder(filed as Exhibit 4.11 to the registrant’s Current Report on Form 8-K filed onAugust 19, 2021 under Commission File No. 333-226123-12 and incorporated byreference herein).

4.14        Co-Lender Agreement, dated as of June 8, 2021, by andbetween JPMorgan Chase Bank, National Association, as Initial Note A-1 Holder,and JPMorgan Chase Bank, National Association, as Initial Note A-2 Holder(filed as Exhibit 4.12 to the registrant’s Current Report on Form 8-K filed onAugust 19, 2021 under Commission File No. 333-226123-12 and incorporated byreference herein).

4.15        Co-Lender Agreement, dated as of June 9, 2021, by andbetween Citi Real Estate Funding Inc., as Initial Note A-1 Holder, and CitiReal Estate Funding Inc., as Initial Note A-2 Holder (filed as Exhibit 4.13 tothe registrant’s Current Report on Form 8-K filed on August 19, 2021 underCommission File No. 333-226123-12 and incorporated by reference herein).

4.16        Agreement Between Noteholders, dated as of July 13, 2021,by and among Bank of America, N.A., as Initial Note A-1 Holder, Initial NoteA-2-1 Holder and Initial Note A-2-2 Holder, and Goldman Sachs Bank USA, asInitial Note A-3 Holder (filed as Exhibit 4.14 to the registrant’s CurrentReport on Form 8-K filed on August 19, 2021 under Commission File No.333-226123-12 and incorporated by reference herein).

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

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

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

33.2        LNR Partners, LLC, as Special Servicer

33.3        Wells Fargo Bank, National Association, as Trustee andCertificate Administrator

33.4        Wells Fargo Bank, National Association, asCustodian

33.5        Pentalpha Surveillance LLC, as Operating Advisor

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

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

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

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

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

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

33.12      Pentalpha Surveillance LLC, as Operating Advisor ofthe College Point Mortgage Loan (see Exhibit 33.5)

33.13       Computershare Trust Company, National Association, asServicing Function Participant for the Custodian (see Exhibit 33.7)

33.14      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Woodbridge Corporate PlazaLeased Fee Mortgage Loan (see Exhibit 33.1)

33.15      LNR Partners, LLC, as Special Servicer of theWoodbridge Corporate Plaza Leased Fee Mortgage Loan (see Exhibit 33.2)

33.16      Wells Fargo Bank, National Association, as Trustee of the Woodbridge CorporatePlaza Leased Fee Mortgage Loan (Omitted. See Explanatory Notes.)

33.17      Wells Fargo Bank, National Association, asCustodian of the Woodbridge Corporate Plaza Leased Fee Mortgage Loan (seeExhibit 33.4)

33.18      Pentalpha Surveillance LLC, as Operating Advisor ofthe Woodbridge Corporate Plaza Leased Fee Mortgage Loan (see Exhibit 33.5)

33.19      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.7)

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

33.21      LNR Partners, LLC, as Special Servicer of theExchangeRight Net Leased Portfolio #48 Mortgage Loan (see Exhibit 33.2)

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

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

33.24      Pentalpha Surveillance LLC, as Operating Advisor ofthe ExchangeRight Net Leased Portfolio #48 Mortgage Loan (see Exhibit 33.5)

33.25      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.7)

33.26      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Colonnade Corporate CenterMortgage Loan (see Exhibit 33.1)

33.27      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the Colonnade Corporate CenterMortgage Loan prior to May 10, 2023 (see Exhibit 33.1)

33.28      K-Star Asset Management LLC, as Special Servicerof the Colonnade Corporate Center Mortgage Loan on and after May 10, 2023

33.29      Wilmington Trust, National Association, as Trustee of the Colonnade CorporateCenter Mortgage Loan (Omitted. See Explanatory Notes.)

33.30      Citibank, N.A., as Custodian of the Colonnade Corporate Center Mortgage Loan(Omitted. See Explanatory Notes.)

33.31      Park Bridge Lender Services LLC, as OperatingAdvisor of the Colonnade Corporate Center Mortgage Loan

33.32      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 4500 Academy Road DistributionCenter Mortgage Loan (see Exhibit 33.1)

33.33      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the 4500 Academy Road DistributionCenter Mortgage Loan prior to May 10, 2023 (see Exhibit 33.1)

33.34      K-Star Asset Management LLC, as Special Servicerof the 4500 Academy Road Distribution Center Mortgage Loan on and after May 10,2023 (see Exhibit 33.28)

33.35      Wilmington Trust, National Association, as Trustee of the 4500 Academy RoadDistribution Center Mortgage Loan (Omitted. See Explanatory Notes.)

33.36      Citibank, N.A., as Custodian of the 4500 Academy Road Distribution CenterMortgage Loan (Omitted. See Explanatory Notes.)

33.37      Park Bridge Lender Services LLC, as Operating Advisorof the 4500 Academy Road Distribution Center Mortgage Loan (see Exhibit 33.31)

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

33.39      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the One SoHo Square Mortgage Loanprior to May 15, 2023 (see Exhibit 33.1)

33.40      K-Star Asset Management LLC, as Special Servicerof the One SoHo Square Mortgage Loan on and after May 15, 2023 (see Exhibit33.28)

33.41      U.S. Bank Trust Company, National Association, asTrustee of the One SoHo Square Mortgage Loan

33.42      U.S. Bank National Association, as Custodian ofthe One SoHo Square Mortgage Loan (see Exhibit 33.41)

33.43      Pentalpha Surveillance LLC, as Operating Advisor ofthe One SoHo Square Mortgage Loan (see Exhibit 33.5)

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

33.45      KeyBank National Association, as Special Servicerof The Domain Mortgage Loan (see Exhibit 33.38)

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

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

33.48      Park Bridge Lender Services LLC, as OperatingAdvisor of The Domain Mortgage Loan (see Exhibit 33.31)

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

33.50      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.7)

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

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

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

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

33.55      Park Bridge Lender Services LLC, as OperatingAdvisor of the Watermark Tempe Mortgage Loan (see Exhibit 33.31)

33.56      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.7)

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

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

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

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

33.61      Park Bridge Lender Services LLC, as OperatingAdvisor of the 2 Washington Mortgage Loan (see Exhibit 33.31)

33.62      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.7)

33.63      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Huntsville Office PortfolioMortgage Loan (see Exhibit 33.1)

33.64      3650 REIT Loan Servicing LLC, as Special Servicer of the Huntsville OfficePortfolio Mortgage Loan (Omitted. See Explanatory Notes.)

33.65      Wells Fargo Bank, National Association, as Trustee of the Huntsville OfficePortfolio Mortgage Loan (Omitted. See Explanatory Notes.)

33.66      Wells Fargo Bank, National Association, asCustodian of the Huntsville Office Portfolio Mortgage Loan (see Exhibit 33.4)

33.67      Park Bridge Lender Services LLC, as OperatingAdvisor of the Huntsville Office Portfolio Mortgage Loan (see Exhibit 33.31)

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

34.2        LNR Partners, LLC, as Special Servicer

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

34.4        Wells Fargo Bank, National Association, asCustodian

34.5        Pentalpha Surveillance LLC, as Operating Advisor

34.6        Computershare Trust Company, National Association,as Servicing Function Participant for the 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 of the College Point Mortgage Loan(see Exhibit 34.1)

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

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

34.11      Wells Fargo Bank, National Association, as Custodianof the College Point Mortgage Loan (see Exhibit 34.4)

34.12      Pentalpha Surveillance LLC, as Operating Advisor ofthe College Point Mortgage Loan (see Exhibit 34.5)

34.13      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.7)

34.14      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Woodbridge Corporate PlazaLeased Fee Mortgage Loan (see Exhibit 34.1)

34.15      LNR Partners, LLC, as Special Servicer of theWoodbridge Corporate Plaza Leased Fee Mortgage Loan (see Exhibit 34.2)

34.16      Wells Fargo Bank, National Association, as Trustee of the Woodbridge CorporatePlaza Leased Fee Mortgage Loan (Omitted. See Explanatory Notes.)

34.17      Wells Fargo Bank, National Association, asCustodian of the Woodbridge Corporate Plaza Leased Fee Mortgage Loan (seeExhibit 34.4)

34.18      Pentalpha Surveillance LLC, as Operating Advisor ofthe Woodbridge Corporate Plaza Leased Fee Mortgage Loan (see Exhibit 34.5)

34.19      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.7)

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

34.21      LNR Partners, LLC, as Special Servicer of theExchangeRight Net Leased Portfolio #48 Mortgage Loan (see Exhibit 34.2)

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

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

34.24      Pentalpha Surveillance LLC, as Operating Advisor ofthe ExchangeRight Net Leased Portfolio #48 Mortgage Loan (see Exhibit 34.5)

34.25      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.7)

34.26      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Colonnade Corporate CenterMortgage Loan (see Exhibit 34.1)

34.27      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the Colonnade Corporate CenterMortgage Loan prior to May 10, 2023 (see Exhibit 34.1)

34.28      K-Star Asset Management LLC, as Special Servicerof the Colonnade Corporate Center Mortgage Loan on and after May 10, 2023

34.29      Wilmington Trust, National Association, as Trustee of the Colonnade CorporateCenter Mortgage Loan (Omitted. See Explanatory Notes.)

34.30      Citibank, N.A., as Custodian of the Colonnade Corporate Center Mortgage Loan(Omitted. See Explanatory Notes.)

34.31      Park Bridge Lender Services LLC, as OperatingAdvisor of the Colonnade Corporate Center Mortgage Loan

34.32      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 4500 Academy Road DistributionCenter Mortgage Loan (see Exhibit 34.1)

34.33      Midland Loan Services, a Division of PNC Bank, NationalAssociation, as Special Servicer of the 4500 Academy Road Distribution CenterMortgage Loan prior to May 10, 2023 (see Exhibit 34.1)

34.34      K-Star Asset Management LLC, as Special Servicerof the 4500 Academy Road Distribution Center Mortgage Loan on and after May 10,2023 (see Exhibit 34.28)

34.35      Wilmington Trust, National Association, as Trustee of the 4500 Academy RoadDistribution Center Mortgage Loan (Omitted. See Explanatory Notes.)

34.36      Citibank, N.A., as Custodian of the 4500 Academy Road Distribution CenterMortgage Loan (Omitted. See Explanatory Notes.)

34.37      Park Bridge Lender Services LLC, as OperatingAdvisor of the 4500 Academy Road Distribution Center Mortgage Loan (see Exhibit34.31)

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

34.39      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the One SoHo Square Mortgage Loanprior to May 15, 2023 (see Exhibit 34.1)

34.40      K-Star Asset Management LLC, as Special Servicerof the One SoHo Square Mortgage Loan on and after May 15, 2023 (see Exhibit34.28)

34.41      U.S. Bank Trust Company, National Association, asTrustee of the One SoHo Square Mortgage Loan

34.42      U.S. Bank National Association, as Custodian ofthe One SoHo Square Mortgage Loan (see Exhibit 34.41)

34.43      Pentalpha Surveillance LLC, as Operating Advisor ofthe One SoHo Square Mortgage Loan (see Exhibit 34.5)

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

34.45      KeyBank National Association, as Special Servicerof The Domain Mortgage Loan (see Exhibit 34.38)

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

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

34.48      Park Bridge Lender Services LLC, as OperatingAdvisor of The Domain Mortgage Loan (see Exhibit 34.31)

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

34.50      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.7)

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

34.52      LNR Partners, LLC, as Special Servicer of the WatermarkTempe Mortgage Loan (see Exhibit 34.2)

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

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

34.55      Park Bridge Lender Services LLC, as OperatingAdvisor of the Watermark Tempe Mortgage Loan (see Exhibit 34.31)

34.56      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.7)

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

34.58      LNR Partners, LLC, as Special Servicer of the 2Washington Mortgage Loan (see Exhibit 34.2)

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

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

34.61      Park Bridge Lender Services LLC, as OperatingAdvisor of the 2 Washington Mortgage Loan (see Exhibit 34.31)

34.62      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.7)

34.63      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Huntsville Office PortfolioMortgage Loan (see Exhibit 34.1)

34.64      3650 REIT Loan Servicing LLC, as Special Servicer of the Huntsville OfficePortfolio Mortgage Loan (Omitted. See Explanatory Notes.)

34.65      Wells Fargo Bank, National Association, as Trustee of the Huntsville OfficePortfolio Mortgage Loan (Omitted. See Explanatory Notes.)

34.66      Wells Fargo Bank, National Association, asCustodian of the Huntsville Office Portfolio Mortgage Loan (see Exhibit 34.4)

34.67      Park Bridge Lender Services LLC, as Operating Advisorof the Huntsville Office Portfolio Mortgage Loan (see Exhibit 34.31)

34.68      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.7)

35           Servicer compliance statements.

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

35.2        LNR Partners, LLC, as Special Servicer

35.3        Wells Fargo Bank, National Association, asCertificate Administrator

35.4        Computershare Trust Company, National Association,as Servicing Function Participant for the Certificate Administrator

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

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

35.7        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Woodbridge Corporate PlazaLeased Fee Mortgage Loan (see Exhibit 35.1)

35.8        LNR Partners, LLC, as Special Servicer of theWoodbridge Corporate Plaza Leased Fee Mortgage Loan (see Exhibit 35.2)

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

35.10      LNR Partners, LLC, as Special Servicer of theExchangeRight Net Leased Portfolio #48 Mortgage Loan (see Exhibit 35.2)

35.11      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Colonnade Corporate CenterMortgage Loan (see Exhibit 35.1)

35.12      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the Colonnade Corporate CenterMortgage Loan prior to May 10, 2023 (see Exhibit 35.1)

35.13      K-Star Asset Management LLC, as Special Servicer of the Colonnade CorporateCenter Mortgage Loan on and after May 10, 2023 (Omitted. See ExplanatoryNotes.)

35.14      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the 4500 Academy Road DistributionCenter Mortgage Loan (see Exhibit 35.1)

35.15      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the 4500 Academy Road DistributionCenter Mortgage Loan prior to May 10, 2023 (see Exhibit 35.1)

35.16      K-Star Asset Management LLC, as Special Servicer of the 4500 Academy RoadDistribution Center Mortgage Loan on and after May 10, 2023 (Omitted. SeeExplanatory Notes.)

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

35.18      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the One SoHo Square Mortgage Loanprior to May 15, 2023 (see Exhibit 35.1)

35.19      K-Star Asset Management LLC, as Special Servicer of the One SoHo SquareMortgage Loan on and after May 15, 2023 (Omitted. See Explanatory Notes.)

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

35.21      KeyBank National Association, as Special Servicerof The Domain Mortgage Loan (see Exhibit 35.17)

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

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

35.24      Midland Loan Services, a Division of PNC Bank, NationalAssociation, as Primary Servicer of the 2 Washington Mortgage Loan (see Exhibit35.1)

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

35.26      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Huntsville Office PortfolioMortgage Loan (see Exhibit 35.1)

35.27      3650 REIT Loan Servicing LLC, as Special Servicer of the Huntsville OfficePortfolio Mortgage Loan (Omitted. See Explanatory Notes.)

99.1        Mortgage Loan Purchase Agreement, dated as of August 19,2021, between J.P. Morgan Chase Commercial Mortgage Securities Corp. andJPMorgan Chase Bank, National Association (filed as Exhibit 99.1 to theregistrant’s Current Report on Form 8-K filed on August 19, 2021 underCommission File No. 333-226123-12 and incorporated by reference herein).

99.2        Mortgage Loan Purchase Agreement, dated as of August 19,2021, between J.P. Morgan Chase Commercial Mortgage Securities Corp. and CitiReal Estate Funding Inc.(filed as Exhibit 99.3 to the registrant’s Current Report on Form 8-Kfiled on August 19, 2021 under Commission File No. 333-226123-12 andincorporated by reference herein).

99.3        Mortgage Loan Purchase Agreement, dated as of August 19,2021, between J.P. Morgan Chase Commercial Mortgage Securities Corp. and GermanAmerican Capital Corporation (filed as Exhibit 99.2 to the registrant’s CurrentReport on Form 8-K filed on August 19, 2021 under Commission File No.333-226123-12 and incorporated by reference herein).

99.4        Mortgage Loan Purchase Agreement, dated as of August 19,2021, between J.P. Morgan Chase Commercial Mortgage Securities Corp. andGoldman Sachs Mortgage Company (filed as Exhibit 99.4 to the registrant’sCurrent Report on Form 8-K filed on August 19, 2021 under Commission File No.333-226123-12 and incorporated by reference herein).

(b)          The exhibits required to be filed by the Registrant pursuant to Item 601 ofRegulation 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.

J.P. Morgan Chase CommercialMortgage Securities Corp.(Depositor)

/s/ KunalK. Singh

Kunal K.Singh, President and Chief Executive Officer

(senior officer in charge ofsecuritization of the depositor)

Date: March 18, 2024