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Benchmark 2020-B22 Mortgage Trust

Filed: 5 May 21, 2:44pm

Exhibit 4.1 

EXECUTION VERSION

GS MORTGAGE SECURITIES CORPORATION II,
as Depositor

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

RIALTO CAPITAL ADVISORS, LLC,
as General Special Servicer

SITUS HOLDINGS, LLC,
as Amazon Seattle Special Servicer

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

and

PENTALPHA SURVEILLANCE LLC,
as Operating Advisor and as Asset Representations Reviewer

POOLING AND SERVICING AGREEMENT

Dated as of

April 1, 2021

Benchmark 2021-B25 Mortgage Trust
Commercial Mortgage Pass-Through Certificates

Series 2021-B25

TABLE OF CONTENTS 

Page
ARTICLE I
DEFINITIONS
Section 1.01Defined Terms8
Section 1.02Certain Calculations166
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES; CREATION OF POOLED RR INTEREST
Section 2.01Conveyance of Mortgage Loans and the Trust Subordinate Companion Loans168
Section 2.02Acceptance by Trustee173
Section 2.03Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans and the Trust Subordinate Companion Loans for Defects in Mortgage Files and Breaches of Representations and Warranties175
Section 2.04Execution of Certificates; Issuance of Lower-Tier Regular Interests; Issuance of Loan REMIC Regular Interest and Issuance of Trust Subordinate Companion Loan REMIC Regular Interests193
Section 2.05Creation of the Grantor Trust194
ARTICLE III
ADMINISTRATION AND
SERVICING OF THE TRUST FUND
Section 3.01The Master Servicer to Act as Master Servicer; Special Servicers to Act as Special Servicers; Administration of the Mortgage Loans, the Serviced Companion Loans and REO Properties194
Section 3.02Collection of Mortgage Loan Payments202
Section 3.03Collection of Taxes, Assessments and Similar Items; Servicing Accounts208
Section 3.04The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Serviced Whole Loan Custodial Account, the Interest Reserve Account, the Pooled Non-VRR Gain-on-Sale Reserve Account, the Pooled VRR Gain-on- Sale Reserve Account, the SOMA Teleco Office Non-RR Gain-on- Sale Reserve Account, the SOMA Teleco Office RR Gain-on-Sale Reserve Account, the Amazon Seattle Gain-on-Sale Reserve Account,

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the Loan REMIC Residual Distribution Account, the Excess Interest Distribution Account and the Trust Subordinate Companion Loan REMIC Distribution Accounts212
Section 3.05Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Serviced Whole Loan Custodial Account221
Section 3.06Investment of Funds in the Collection Account, Servicing Accounts and the REO Accounts236
Section 3.07Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage238
Section 3.08Enforcement of Due-on-Sale Clauses; Assumption Agreements244
Section 3.09Realization Upon Defaulted Loans and Companion Loans249
Section 3.10Trustee and Custodian to Cooperate; Release of Mortgage Files253
Section 3.11Servicing Compensation254
Section 3.12Inspections; Collection of Financial Statements262
Section 3.13Access to Certain Information268
Section 3.14Title to REO Property; REO Account282
Section 3.15Management of REO Property284
Section 3.16Sale of Defaulted Loans and REO Properties286
Section 3.17Additional Obligations of Master Servicer and Special Servicers293
Section 3.18Modifications, Waivers, Amendments and Consents296
Section 3.19Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report307
Section 3.20Sub-Servicing Agreements314
Section 3.21Interest Reserve Account318
Section 3.22Directing Holder and Operating Advisor Contact with Master Servicer and Special Servicers318
Section 3.23Controlling Class Certificateholders, the Controlling Class Representative, SOMA Teleco Office Controlling Class Certificateholders, SOMA Teleco Office Controlling Class Representative, Amazon Seattle Controlling Class Certificateholders, Amazon Seattle Controlling Class Representative and the Risk Retention Consultation Parties; Certain Rights and Powers of Directing Holder and Risk Retention Consultation Parties318
Section 3.24Co-Lender Agreements325
Section 3.25Rating Agency Confirmation328
Section 3.26The Operating Advisor330
Section 3.27Companion Paying Agent339
Section 3.28Companion Register339
Section 3.29Certain Matters Relating to the Non-Serviced Mortgage Loans340
Section 3.30Delivery of Excluded Information to the Certificate Administrator341
Section 3.32Credit Risk Retention346
Section 3.34SOMA Tele
co Office Trust Subordinate Companion Loan
347
Section 3.35Amazon Seattle Trust Subordinate Companion Loan349
Section 3.36SOMA Teleco Office Loan-Specific Directing Holder350
Section 3.37Amazon Seattle Loan-Specific Directing Holder351
Section 3.38Certain Matters with Respect to Joint Mortgage Loans352

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ARTICLE IV
DISTRIBUTIONS TO CERTIFICATEHOLDERS
AND POOLED RR INTEREST OWNER
Section 4.01Distributions357
Section 4.02Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney376
Section 4.03P&I Advances383
Section 4.04Allocation of Realized Losses386
Section 4.05Appraisal Reduction Amounts; Collateral Deficiency Amounts389
Section 4.06Grantor Trust Reporting395
Section 4.07Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool396
Section 4.08Secure Data Room399
ARTICLE V
THE CERTIFICATES
Section 5.01The Certificates400
Section 5.02Form and Registration403
Section 5.03Registration of Transfer and Exchange of Certificates405
Section 5.04Mutilated, Destroyed, Lost or Stolen Certificates415
Section 5.05Persons Deemed Owners415
Section 5.06Access to List of Certificateholders’ Names and Addresses; Special Notices415
Section 5.07Maintenance of Office or Agency416
Section 5.08Appointment of Certificate Administrator417
Section 5.09Voting Procedures for Certificates417
ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICERS, THE
OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE
DIRECTING HOLDER AND THE RISK RETENTION CONSULTATION PARTIES
Section 6.01Representations, Warranties and Covenants of the Master Servicer, Special Servicers, the Operating Advisor and the Asset Representations Reviewer419
Section 6.02Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicers and the Asset Representations Reviewer425
Section 6.03Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicers or the Asset Representations Reviewer425

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Section 6.04Limitation on Liability of the Depositor, the Master Servicer, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer and Others426
Section 6.05Depositor, Master Servicer and Special Servicers Not to Resign432
Section 6.06Rights of the Depositor in Respect of the Master Servicer and the Special Servicers433
Section 6.07The Master Servicer and the Special Servicers as Certificate Owner433
Section 6.08The Directing Holder and the Risk Retention Consultation Parties433
Section 6.09Rating Agency Surveillance Fees442
ARTICLE VII
SERVICER TERMINATION EVENTS
Section 7.01Servicer Termination Events; Master Servicer and Special Servicer Termination442
Section 7.02Trustee to Act; Appointment of Successor455
Section 7.03Notification to Certificateholders and Pooled RR Interest Owner457
Section 7.04Waiver of Servicer Termination Events457
Section 7.05Trustee as Maker of Advances458
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
Section 8.01Duties of the Trustee and the Certificate Administrator458
Section 8.02Certain Matters Affecting the Trustee and the Certificate Administrator460
Section 8.03Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates, Pooled RR Interest, Mortgage Loans or the Trust Subordinate Companion Loans462
Section 8.04Trustee or Certificate Administrator May Own Certificates463
Section 8.05Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator
Section 8.06Eligibility Requirements for Trustee and Certificate Administrator464
Section 8.07Resignation and Removal of the Trustee and Certificate Administrator465
Section 8.08Successor Trustee or Certificate Administrator468
Section 8.09Merger or Consolidation of Trustee or Certificate Administrator469
Section 8.10Appointment of Co-Trustee or Separate Trustee469
Section 8.11Appointment of Custodians470
Section 8.12Representations and Warranties of the Trustee470
Section 8.13Provision of Information to Certificate Administrator, Master Servicer and Special Servicers472
Section 8.14Representations and Warranties of the Certificate Administrator473
Section 8.15Compliance with the PATRIOT Act474

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ARTICLE IX
TERMINATION
Section 9.01Termination upon Repurchase or Liquidation of All Mortgage Loans474
Section 9.02Additional Termination Requirements480
ARTICLE X
ADDITIONAL REMIC PROVISIONS
Section 10.01REMIC Administration481
Section 10.02Use of Agents485
Section 10.03Depositor, Master Servicer and Special Servicers to Cooperate with Certificate Administrator485
Section 10.04Appointment of REMIC Administrators486
ARTICLE XI
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
Section 11.01Intent of the Parties; Reasonableness487
Section 11.02Succession; Subcontractors487
Section 11.03Filing Obligations489
Section 11.04Form 10-D and Form ABS-EE Filings490
Section 11.05Form 10-K Filings494
Section 11.06Sarbanes-Oxley Certification497
Section 11.07Form 8-K Filings498
Section 11.08Form 15 Filing500
Section 11.09Annual Compliance Statements500
Section 11.10Annual Reports on Assessment of Compliance with Servicing Criteria502
Section 11.11Annual Independent Public Accountants’ Attestation Report504
Section 11.12Indemnification505
Section 11.13Amendments508
Section 11.14Regulation AB Notices508
Section 11.15Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans508
Section 11.16Certain Matters Regarding Significant Obligors513
Section 11.17Impact of Cure Period514
ARTICLE XII
THE ASSET REPRESENTATIONS REVIEWER
Section 12.01Asset Review514

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Section 12.02Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability521
Section 12.03Resignation of the Asset Representations Reviewer522
Section 12.04Restrictions of the Asset Representations Reviewer522
Section 12.05Termination of the Asset Representations Reviewer523
ARTICLE XIII
MISCELLANEOUS PROVISIONS
Section 13.01Amendment526
Section 13.02Recordation of Agreement; Counterparts531
Section 13.03Limitation on Rights of Certificateholders and Pooled RR Interest Owner531
Section 13.04Governing Law; Submission to Jurisdiction; Waiver of Jury Trial532
Section 13.05Notices533
Section 13.06Severability of Provisions542
Section 13.07Grant of a Security Interest542
Section 13.08Successors and Assigns; Third Party Beneficiaries543
Section 13.09Article and Section Headings543
Section 13.10Notices to the Rating Agencies543
Section 13.11Cooperation with the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreements545
Section 13.12PNC Bank, National Association546

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EXHIBITS

Exhibit A-1Form of Class A-1 Certificate
Exhibit A-2Form of Class A-2 Certificate
Exhibit A-3Form of Class A-3 Certificate
Exhibit A-4Form of Class A-4 Certificate
Exhibit A-5Form of Class A-5 Certificate
Exhibit A-6Form of Class A-SB Certificate
Exhibit A-7Form of Class X-A Certificate
Exhibit A-8Form of Class X-B Certificate
Exhibit A-9Form of Class X-D Certificate
Exhibit A-10Form of Class X-F Certificate
Exhibit A-11Form of Class X-G Certificate
Exhibit A-12Form of Class X-H Certificate
Exhibit A-13Form of Class A-S Certificate
Exhibit A-14Form of Class B Certificate
Exhibit A-15Form of Class C Certificate
Exhibit A-16Form of Class D Certificate
Exhibit A-17Form of Class E Certificate
Exhibit A-18Form of Class F Certificate
Exhibit A-19Form of Class G Certificate
Exhibit A-20Form of Class H Certificate
Exhibit A-21Form of Class R Certificate
Exhibit A-22Form of Class S Certificate
Exhibit A-23Form of Class RR Certificate
Exhibit A-24Form of Class ST-A Certificate
Exhibit A-25Form of Class ST-VR Certificate
Exhibit A-26Form of Class 300P-A Certificate
Exhibit A-27Form of Class 300P-B Certificate
Exhibit A-28Form of Class 300P-C Certificate
Exhibit A-29Form of Class 300P-D Certificate
Exhibit A-30Form of Class 300P-E Certificate
Exhibit A-31Form of Class 300P-RR Certificate
Exhibit BMortgage Loan Schedule
Exhibit CForm of Investment Representation Letter
Exhibit D-1Form of Transferee Affidavit
Exhibit D-2Form of Transferor Letter
Exhibit D-3Form of Transferee Certificate for Transfers of the Pooled RR Interest
Exhibit D-4Form of Transferor Certificate for Transfers of the Pooled RR Interest
Exhibit D-5Form of Transferee Certificate for Transfers of the Retained Certificates
Exhibit D-6Form of Transferor Certificate for Transfers of the Retained Certificates
Exhibit D-7Form of Request of Retaining Sponsor Consent for Release of the Retained Certificates
Exhibit EForm of Request for Release
Exhibit F-1Form of ERISA Representation Letter regarding ERISA Restricted Certificates

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Exhibit F-2Form of ERISA Representation Letter regarding [Class R Certificates][Class S Certificates][Class RR Certificates][Class ST-VR Certificates]
Exhibit GForm of Distribution Date Statement
Exhibit H[Reserved]
Exhibit IForm of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period
Exhibit JForm of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period
Exhibit KForm of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period
Exhibit LForm of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period
Exhibit MForm of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate
Exhibit NForm of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate
Exhibit OForm of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate
Exhibit P-1AForm of Investor Certification for Non-Borrower Party and/or a Risk Retention Consultation Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder)
Exhibit P-1BForm of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder)
Exhibit P-1CForm of Investor Certification for Borrower Party (for Persons other than the Directing Holder, a Risk Retention Consultation Party, Controlling Class Representative and/or a Controlling Class Certificateholder)
Exhibit P-1DForm of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder)
Exhibit P-1EForm of Notice of Excluded Controlling Class Holder
Exhibit P-1FForm of Notice of Excluded Controlling Class Holder to Certificate Administrator
Exhibit P-1GForm of Certification of the Controlling Class Representative
Exhibit P-1HForm of Certification of a Risk Retention Consultation Party
Exhibit P-2Form of Certification for NRSROs
Exhibit P-3Online Market Data Provider Certification
Exhibit QCustodian Certification/Exception Report
Exhibit R-1Form of Power of Attorney by Trustee for Master Servicer
Exhibit R-2Form of Power of Attorney by Trustee for [General][Amazon Seattle]Special Servicer
Exhibit SInitial Companion Holders, Initial Class Majority Certificateholder
Exhibit TForm of Notice Relating to the Non-Serviced Mortgage Loans
Exhibit UForm of Notice and Certification Regarding Defeasance of Mortgage Loan

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Exhibit VForm of Operating Advisor Annual Report
Exhibit WForm of Notice from Operating Advisor Recommending Replacement of the [General][Amazon Seattle]Special Servicer
Exhibit XForm of Confidentiality Agreement
Exhibit YForm Certification to be Provided with Form 10-K
Exhibit Z-1Form of Certification to be Provided to Depositor by Certificate Administrator
Exhibit Z-2Form of Certification to be Provided to Depositor by Master Servicer
Exhibit Z-3Form of Certification to be Provided to Depositor by [General][Amazon Seattle] Special Servicer
Exhibit Z-4Form of Certification to be Provided to Depositor by Trustee
Exhibit Z-5Form of Certification to be Provided to Depositor by Operating Advisor
Exhibit Z-6Form of Certification to be Provided to Depositor by Custodian
Exhibit Z-7Form of Certification to be Provided to Depositor by Asset Representations Reviewer
Exhibit AAServicing Criteria to be Addressed in Assessment of Compliance
Exhibit BBAdditional Form 10-D Disclosure
Exhibit CCAdditional Form 10-K Disclosure
Exhibit DDForm 8-K Disclosure Information
Exhibit EEAdditional Disclosure Notification
Exhibit FFInitial Sub-Servicers
Exhibit GGServicing Function Participants
Exhibit HHForm of Annual Compliance Statement
Exhibit IIForm of Report on Assessment of Compliance with Servicing Criteria
Exhibit JJCREFC® Payment Information
Exhibit KKForm of Notice of Additional Secured Indebtedness Notification
Exhibit LLAdditional Disclosure Notification (Accounts)
Exhibit MMForm of Notice of Purchase of [Controlling Class Certificate][SOMA Teleco Office Controlling Class Certificate][Amazon Seattle Controlling Class Certificate]
Exhibit NNForm of Asset Review Report by the Asset Representations Reviewer
Exhibit OOForm of Asset Review Report Summary
Exhibit PPAsset Review Procedures
Exhibit QQForm of Certification to Certificate Administrator Requesting Access to Secure Data Room
Exhibit RRForm of Notice of [Additional Delinquent Loan][Cessation of Delinquent Loan][Cessation of Asset Review Trigger]
Exhibit SSForm of Certificate Administrator Receipt of the Class 300P-RR Certificates
Exhibit TTForm of Certificate Administrator Receipt of the Retained Certificates Upon Transfer
Exhibit UUForm of Certificate Administrator Receipt of the Class RR Certificates and the Class ST-VR Certificates
Exhibit VVRetained Defeasance Rights and Obligations Mortgage Loans

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SCHEDULES

Schedule 1Mortgage Loans With Additional Secured Debt
Schedule 2Class A-SB Scheduled Principal Balance Schedule
Schedule 3Mortgage Loans With “Performance”, “Earn-Out” or “Holdback” Escrows or Reserves

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This Pooling and Servicing Agreement is dated and effective as of April 1, 2021, among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, Situs Holdings, LLC, as Amazon Seattle Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.

PRELIMINARY STATEMENT:

The Depositor intends to sell commercial mortgage pass-through certificates (collectively, the “Certificates”), to be issued hereunder in multiple classes (each, a “Class”), which in the aggregate, and collectively with the Pooled RR Interest, will evidence the entire ownership interest in the Trust to be created hereunder, the primary assets of which will be a pool of commercial mortgage loans and two separate trust subordinate companion loan interests, each in a related commercial mortgage loan. As provided herein, the Certificate Administrator shall elect or shall cause an election to be made to treat designated portions of the Trust (exclusive of the Excess Interest and the proceeds thereof in the Excess Interest Distribution Account) for federal income tax purposes as four separate real estate mortgage investment conduits (the “Upper-Tier REMIC”, the “Lower-Tier REMIC”, the “SOMA Teleco Office Trust Subordinate Companion Loan REMIC” and the “Amazon Seattle Trust Subordinate Companion Loan REMIC”). In addition, a REMIC was formed with respect to one mortgage loan, any REO Property with respect thereto and the proceeds thereof for federal income tax purposes pursuant to a REMIC Declaration dated as of April 5, 2021 (the “JW Marriott Nashville REMIC Declaration” or the “REMIC Declaration”, and such REMIC the “JW Marriott Nashville REMIC”). The Certificate Administrator shall make a REMIC election with respect to the JW Marriott Nashville Loan REMIC as described herein. The JW Marriott Loan REMIC will be designated as the “Serviced Loan REMIC” or the “Loan REMIC”. The JW Marriott Nashville Loan REMIC, the Upper-Tier REMIC, the Lower-Tier REMIC, the SOMA Teleco Office Trust Subordinate Companion Loan REMIC and the Amazon Seattle Trust Subordinate Companion Loan REMIC will be designated as the “Trust REMICs”. The SOMA Teleco Office Trust Subordinate Companion Loan REMIC and the Amazon Seattle Trust Subordinate Companion Loan REMIC will be designated as the “Trust Subordinate Companion Loan REMICs”.

In addition, the parties intend that the portions of the Trust Fund consisting of the Class S Specific Grantor Trust Assets, the uncertificated regular interests in the Upper-Tier REMIC corresponding to the Pooled VRR Interest (“Pooled VRR Regular Interests”) and distributions thereon and the residual interest issued by the Serviced Loan REMIC, shall be treated as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes (the “Grantor Trust”). Solely for tax purposes, the Class S Certificates and the Pooled VRR Interest shall represent undivided beneficial interests in the related portions of the Trust Fund consisting of the Class S Specific Grantor Trust Assets and the Pooled VRR Interest shall also represent undivided beneficial interests in the portion of the Trust Fund consisting of the Pooled VRR Regular Interests and distributions thereon and the Class R Certificates shall represent beneficial ownership of the residual interest issued by the Serviced Loan REMIC. As provided herein, the Certificate Administrator shall take all actions expressly required hereunder

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to ensure that the portion of the Trust Fund consisting of the Grantor Trust maintains its status as a grantor trust under federal income tax law and not be treated as part of the Trust REMICs.

The Depositor intends (i) to sell the Certificates (other than the Class S, Class RR and Class ST-VR Certificates) to the Underwriters, the Initial Purchasers, the SOMA Teleco Office Loan-Specific Initial Purchasers and the Amazon Seattle Loan-Specific Initial Purchasers, as applicable, (ii) to cause the Pooled RR Interest to be owned on the Closing Date by GSMC (or its MOA), (iii) to cause the Class RR Certificates to be owned on the Closing Date by CREFI (or its MOA) and (iv) to cause the Class ST-VR Certificates to be owned on the Closing Date by GACC (or its MOA).

TRUST SUBORDINATE COMPANION LOAN REMICS

The SOMA Teleco Office Trust Subordinate Companion Loan REMIC will hold the SOMA Teleco Office Trust Subordinate Companion Loan and the proceeds of such Trust Subordinate Companion Loan, together with its allocable share of any related property acquired by foreclosure or deed-in-lieu of foreclosure and will issue the Class LSTA and Class LSTVR Uncertificated Interests as the “regular interests” in the SOMA Teleco Office Trust Subordinate Companion Loan REMIC (the “SOMA Teleco Office Trust Subordinate Companion Loan REMIC Regular Interests”) and the uncertificated Class ST-R Interest, which is the sole class of residual interests in the SOMA Teleco Office Trust Subordinate Companion Loan REMIC and is represented by the Class R Certificates. Any SOMA Teleco Office Non-RR Available Funds remaining in the SOMA Teleco Office Trust Subordinate Companion Loan REMIC Distribution Account after all required distributions under this Agreement have been made to the SOMA Teleco Office Loan-Specific Certificates will be deemed distributed to the Class ST-R Interest and shall be payable to the Holders of the Class R Certificates.

The Amazon Seattle Trust Subordinate Companion Loan REMIC will hold the Amazon Seattle Trust Subordinate Companion Loan and the proceeds of such Trust Subordinate Companion Loan, together with its allocable share of any related property acquired by foreclosure or deed-in-lieu of foreclosure and will issue the Class L300PA, Class L300PB, Class L300PC, Class L300PD, Class L300PE and Class L300PRR Uncertificated Interests as the “regular interests” in the Amazon Seattle Trust Subordinate Companion Loan REMIC (the “Amazon Seattle Trust Subordinate Companion Loan REMIC Regular Interests” and, together with the SOMA Teleco Office Trust Subordinate Companion Loan REMIC Regular Interests, the “Trust Subordinate Companion Loan REMIC Regular Interests”) and the uncertificated Class 300P-R Interest, which is the sole class of residual interests in the Amazon Seattle Trust Subordinate Companion Loan REMIC and is represented by the Class R Certificates. Any Amazon Seattle Available Funds remaining in the Amazon Seattle Trust Subordinate Companion Loan REMIC Distribution Account after all required distributions under this Agreement have been made to the Amazon Seattle Loan-Specific Certificates will be deemed distributed to the Class 300P-R Interest and shall be payable to the Holders of the Class R Certificates.

The Holders of the Loan-Specific Certificates shall only be entitled to receive distributions in respect of, and shall only incur losses with respect to, the related Trust Subordinate Companion Loan, which is not part of the pool of Mortgage Loans backing the Certificates other than the related Loan-Specific Certificates. No Class of Certificates (other than

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the related Loan-Specific Certificates and the Class R Certificates) has an interest in the Trust Subordinate Companion Loans.

Class DesignationPass-Through RateOriginal Lower-Tier Principal Amount
Class LSTA(1)$11,875,000
Class LSTVR(1)$625,000(2)
Class L300PA(1)$13,196,000
Class L300PB(1)$43,433,000
Class L300PC(1)$43,809,000
Class L300PD(1)$41,917,000
Class L300PE(1)$3,495,000
Class L300PRR(1)$9,250,000

(1)The pass-through rate for each Class of Trust Subordinate Companion Loan REMIC Regular Interests on any Distribution Date will equal the Net Mortgage Rate on the related Trust Subordinate Companion Loan.

(2)The Class LSTVR Uncertificated Interest will have an original principal balance equal to the SOMA Teleco Office RR Percentage multiplied by the Cut-off Date Principal Balance of the Trust Subordinate Companion Loan.

LOWER-TIER REMIC

The Lower-Tier REMIC will hold the Loan REMIC Regular Interest and the Mortgage Loans (exclusive of Excess Interest and exclusive of the assets held by the Loan REMIC) and will issue the Class LA1, Class LA2, Class LA3, Class LA4, Class LA5, Class LASB, Class LAS, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH and Class LRR Uncertificated Interests and the LRI Uncertificated Interest (the “Lower-Tier Regular Interests”), which will evidence the “regular interests” in the Lower-Tier REMIC created hereunder. The Lower-Tier REMIC will also issue the uncertificated Class LR Interest, which is the sole Class of “residual interests” in the Lower-Tier REMIC for purposes of the REMIC Provisions and is represented by the Class R Certificates.

Pursuant to the JW Marriott Nashville Loan REMIC Declaration, the JW Marriott Nashville Loan REMIC has issued the “JW Marriott Nashville Loan REMIC Regular Interest” (the “Loan REMIC Regular Interest”), a 100% interest of which will be held by the Lower-Tier REMIC, which constitutes the class of “regular interests” in such Loan REMIC, and the “JW Marriott Nashville Loan REMIC Residual Interest” (the “Loan REMIC Residual Interest”), which represents the sole class of “residual interests” in such Loan REMIC.

The Loan REMIC Regular Interest will be held by the Trustee as assets of the Lower-Tier REMIC, and the Lower-Tier Regular Interests will be held by the Trustee as assets of the Upper-Tier REMIC.

The Class R Certificates will represent a beneficial interest in the Loan REMIC Residual Interest.

The following table sets forth the Original Lower-Tier Principal Amounts and per annum rates of interest for the Lower-Tier Regular Interests and the Class LR Interest:

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DesignationInterest Rate or Pass-Through RateOriginal Lower-Tier
Principal Amount
Class LA1(1)$22,751,000
Class LA2(1)$18,335,000
Class LA3(1)$38,075,000
Class LA4(1)$175,000,000
Class LA5(1)$514,148,000
Class LASB(1)$35,940,000
Class LAS(1)$116,329,000
Class LB(1)$48,829,000
Class LC(1)$44,521,000
Class LD(1)$33,032,000
Class LE(1)$27,287,000
Class LF(1)$24,415,000
Class LG(1)$11,489,000
Class LH(1)$38,776,742
Class LRR(1)$17,607,848(2)
Class LRN/A(3)N/A
LRI(1)$42,862,034(4)

(1)The interest rate for each Class of Lower-Tier Regular Interests on any Distribution Date will be the Pooled Weighted Average Net Mortgage Rate for such Distribution Date.

(2)The Class LRR Uncertificated Interest (evidenced by the Class RR Certificates) will have an original principal balance equal to (a) the Pooled VRR Percentage minus the Pooled RRI Percentage, multiplied by (b) the aggregate Cut-off Date Principal Balance of the Mortgage Loans.

(3)The Class LR Interest (evidenced by the Class R Certificates) will not have a Certificate Balance or Notional Amount, will not bear interest and will not be entitled to distributions of Yield Maintenance Charges. Any Available Funds remaining in the Lower-Tier REMIC Distribution Account after distributing the Lower-Tier Distribution Amount will be deemed distributed to the Class LR Interest and shall be payable to the Holders of the Class R Certificates.

(4)The LRI Uncertificated Interest will have an original principal balance equal to the Pooled RRI Percentage multiplied by the aggregate Cut-off Date Principal Balance of the Mortgage Loans.

UPPER-TIER REMIC

The Upper-Tier REMIC will hold the Lower-Tier Regular Interests and the Trust Subordinate Companion Loan REMIC Regular Interests and will issue the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class RR, Class ST-A, Class ST-VR, Class 300P-A, Class 300P-B, Class 300P-C, Class 300P-D, Class 300P-E and Class 300P-RR Certificates (exclusive of Excess Interest) and the Pooled RR Interest (exclusive of Excess Interest), representing the “regular interests” in the Upper-Tier REMIC created hereunder. The Upper-Tier REMIC will also issue the uncertificated Class UR Interest, which is the sole Class of “residual interests” in the Upper-Tier REMIC for purposes of the REMIC Provisions and is represented by the Class R Certificates.

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THE GRANTOR TRUST

The Class S Certificates, the Class RR Certificates and the Pooled RR Interest shall each represent undivided beneficial interests in the related portion of the Trust Fund consisting of the Class S Specific Grantor Trust Assets, the Class RR Certificates and the Pooled RR Interest shall also each represent undivided beneficial interests in the Pooled VRR Regular Interests and distributions thereon, and the Class R Certificates shall represent beneficial ownership of the residual interests issued by the Serviced Loan REMIC. As provided herein, the Certificate Administrator shall not take any actions that would cause the portions of the Trust Fund consisting of the Grantor Trust (i) to fail to maintain its status as a “grantor trust” under federal income tax law or (ii) to be treated as part of any Trust REMIC.

THE CERTIFICATES AND THE POOLED RR INTEREST

The following table (and related paragraphs) sets forth the designation, the initial pass-through rate (in the case of the Certificates (other than the Class RR, Class S, Class ST-VR and Class R Certificates), the “Pass-Through Rate”, in the case of the Pooled VRR Interest, the “Pooled VRR Interest Rate” and, in the case of the Class ST-VR Certificates, the “SOMA Teleco Office Class ST-VR Interest Rate”) and the aggregate initial principal amount (in the case of the Principal Balance Certificates, the Class RR Certificates and the Class ST-VR Certificates, the “Original Certificate Balance”) or the aggregate initial notional amount (in the case of the Class X Certificates, the “Original Notional Amount”), and the aggregate initial principal amount (in the case of the Pooled RR Interest, the “Pooled Original RR Interest Balance”), as applicable, for each Class of Certificates and the Pooled RR Interest:

Class of Certificates or Pooled RR Interest

Initial
Pass-Through Rate, VRR Interest Rate or SOMA Teleco Office Class ST-VR Interest Rate(1)

Original Certificate Balance, Notional Amount or Pooled RR Interest Balance
Class A-1 Certificates0.6230%$22,751,000
Class A-2 Certificates1.9770%$18,335,000
Class A-3 Certificates1.9060%$38,075,000
Class A-4 Certificates2.2680%$175,000,000
Class A-5 Certificates2.5770%$514,148,000
Class A-SB Certificates2.2710%$35,940,000
Class X-A Certificates1.114019243%(1)$920,578,000(2)
Class X-B Certificates0.661517868%(1)$93,350,000(2)
Class A-S Certificates2.8470%$116,329,000
Class B Certificates2.6350%$48,829,000
Class C Certificates3.2010%$44,521,000
Class X-D Certificates1.566457729%(1)$60,319,000(2)
Class X-F Certificates1.191457729%(1)$24,415,000(2)
Class X-G Certificates1.191457729%(1)$11,489,000(2)
Class X-H Certificates1.191457729%(1)$38,776,742(2)
Class D Certificates2.0000%$33,032,000
Class E Certificates2.0000%$27,287,000

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Class F Certificates2.3750%$24,415,000
Class G Certificates2.3750%$11,489,000
Class H Certificates2.3750%$38,776,742
Class ST-A Certificates3.649%$11,875,000
Class 300P-A Certificates2.994%$13,196,000
Class 300P-B Certificates2.994%$43,433,000
Class 300P-C Certificates2.994%$43,809,000
Class 300P-D Certificates2.994%$41,917,000
Class 300P-E Certificates2.994%$3,495,000
Class 300P-RR Certificates2.994%$9,250,000
Class R CertificatesN/A(3)N/A
Class S CertificatesN/A(3)N/A
Class RR Certificates(4)$17,607,848(5)
Pooled RR Interest(4)$42,862,034(6)
Class ST-VR Certificates(7)$625,000(8)

(1)The Pass-Through Rate for the Class X-A Certificates will be calculated in accordance with the definition of “Class X-A Pass-Through Rate”. The Pass-Through Rate for the Class X-B Certificates will be calculated in accordance with the definition of “Class X-B Pass-Through Rate”. The Pass-Through Rate for the Class X-D Certificates will be calculated in accordance with the definition of “Class X-D Pass-Through Rate”. The Pass-Through Rate for the Class X-F Certificates will be calculated in accordance with the definition of “Class X-F Pass-Through Rate”. The Pass-Through Rate for the Class X-G Certificates will be calculated in accordance with the definition of “Class X-G Pass-Through Rate”. The Pass-Through Rate for the Class X-H Certificates will be calculated in accordance with the definition of “Class X-H Pass-Through Rate”.

(2)None of the Class X-A, Class X-B, Class X-D Class X-F, Class X-G or Class X-H Certificates will have a Certificate Balance; rather, such Classes of Certificates will accrue interest as provided herein on the Class X-A Notional Amount, the Class X-B Notional Amount, the Class X-D Notional Amount, the Class X-F Notional Amount, the Class X-G Notional Amount and the Class X-H Notional Amount.

(3)Neither the Class R nor the Class S Certificates will have a Certificate Balance or a Notional Amount, bear interest or be entitled to distributions of Yield Maintenance Charges. Any Pooled Available Funds remaining in the Upper-Tier REMIC Distribution Account, after all required distributions under this Agreement have been made to each Class of Pooled Non-VRR Certificates and the Pooled VRR Interest will be deemed distributed to the Class UR Interest and shall be payable to the Holders of the Class R Certificates.

(4)The Pooled VRR Interest Rate on any Distribution Date will be the Pooled Weighted Average Net Mortgage Rate for such Distribution Date.

(5)The Class RR Certificates will have an original principal balance equal to (a) the Pooled VRR Percentage minus the Pooled RRI Percentage, multiplied by (b) the aggregate Cut-off Date Principal Balance of the Mortgage Loans.

(6)The Pooled RR Interest will have a Pooled Original RR Interest Balance equal to the Pooled RRI Percentage multiplied by the aggregate Cut-off Date Principal Balance of the Mortgage Loans.

(7)The SOMA Teleco Office Class ST-VR Interest Rate on any Distribution Date will equal the Net Mortgage Rate on the SOMA Teleco Office Trust Subordinate Companion Loan.

(8)The Class ST-VR Certificates will have an original principal balance equal to the SOMA Teleco Office RR Percentage, multiplied by the Cut-off Date Principal Balance of the SOMA Teleco Office Trust Subordinate Companion Loan.

As of the close of business on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all payments of principal due on or before such

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date, whether or not received, equal to approximately $1,209,397,625. As of the close of business on the Cut-off Date, the SOMA Teleco Office Trust Subordinate Companion Loan had a principal balance, after application of all payments of principal due on or before such date, whether or not received, equal to approximately $12,500,000. As of the close of business on the Cut-off Date, the Amazon Seattle Trust Subordinate Companion Loan had a principal balance, after application of all payments of principal due on or before such date, whether or not received, equal to approximately $155,100,000.

WHOLE LOANS

Loan No.Whole LoanTypeNon-Serviced Pooling AgreementCompanion Loan TypeServicing Shift Lead Note (if any)(1)
1Burlingame PointNon-ServicedBGME Trust 2021-VRPari Passu and SubordinateNAP
2SOMA Teleco OfficeServicedNAPSenior and SubordinateNAP
3Amazon SeattleServicedNAPPari Passu and SubordinateNAP
5909 Third AvenueNon-ServicedNYC 2021-909Pari Passu and SubordinateNAP
6Phillips PointNon-ServicedBenchmark 2021-B23Pari PassuNAP
101985 MarcusServicedNAPPari PassuNAP
1530 Hudson Yards 67Non-ServicedBenchmark 2021-B24Pari PassuNAP
17The Galleria Office TowersNon-ServicedBenchmark 2021-B24Pari PassuNAP
20U.S. Industrial Portfolio VINon-ServicedBenchmark 2021-B24Pari PassuNAP
21JW Marriott NashvilleNon-ServicedBenchmark 2021-B23Pari PassuNAP
24Boca Office PortfolioNon-ServicedBenchmark 2021-B24Pari PassuNAP
25Cabinetworks PortfolioServicedNAPPari PassuNAP
31141 LivingstonNon-ServicedBenchmark 2021-B24Pari PassuNAP
35At Home – Willow GroveServicedNAPSenior and SubordinateNAP

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(1)On and after the securitization of the related Servicing Shift Lead Note, the subject Whole Loan will be serviced pursuant to the Non-Serviced Pooling Agreement governing the securitization of such Servicing Shift Lead Note. For the avoidance of doubt, there are no Servicing Shift Lead Notes related to the Trust.

Each of the Whole Loans listed above consists of the corresponding Mortgage Loan and one or more Companion Loans. With respect to any Whole Loan, each of the Mortgage Loan and the Pari Passu Companion Loan(s) are pari passu with each other to the extent provided in the related Co-Lender Agreement, and any AB Subordinate Companion Loan(s) is generally subordinate to the related Mortgage Loan and any Pari Passu Companion Loan(s) to the extent provided in the related Co-Lender Agreement. Each Serviced Whole Loan will be serviced and administered in accordance with this Agreement and the related Co-Lender Agreement. Each Non-Serviced Whole Loan will be serviced and administered in accordance with the related Non-Serviced Pooling Agreement and the related Co-Lender Agreement. Each Servicing Shift Whole Loan will be serviced and administered in accordance with this Agreement and the related Co-Lender Agreement prior to the related Servicing Shift Securitization Date, and will be serviced and administered in accordance with the related Non-Serviced Pooling Agreement and the related Co-Lender Agreement on and after the related Servicing Shift Securitization Date.

In consideration of the mutual agreements herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01          Defined Terms. Whenever used in this Agreement, including in the Preliminary Statement, the following capitalized terms, unless the context otherwise requires, shall have the meanings specified in this Article.

10-K Filing Deadline”: As defined in Section 11.05(a).

15Ga-1 Notice”: As defined in Section 2.03(b).

15Ga-1 Notice Provider”: As defined in Section 2.03(b).

15Ga-1 Repurchase Request”: As defined in Section 2.03(b).

141 Livingston Co-Lender Agreement”: That certain amended and restated co-lender agreement, dated as of April 9, 2021 by and between the holders of the respective promissory notes evidencing the 141 Livingston Whole Loan, relating to the relative rights of such holders, as the same may be further amended in accordance with the terms thereof.

17g-5 Information Provider”: The Certificate Administrator.

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17g-5 Information Provider’s Website”: The 17g-5 Information Provider’s Internet website, which shall initially be located within the Certificate Administrator’s Website (initially “www.ctslink.com”), under the “NRSRO” tab on the page relating to this transaction.

1985 Marcus Co-Lender Agreement”: That certain agreement between noteholders, dated as of April 29, 2021 by and between the holders of the respective promissory notes evidencing the 1985 Marcus Whole Loan, relating to the relative rights of such holders, as the same may be further amended in accordance with the terms thereof.

30/360 Mortgage Loans”: The Mortgage Loans indicated as such in the Mortgage Loan Schedule.

30 Hudson Yards 67 Co-Lender Agreement”: That certain co-lender agreement, dated as of March 24, 2021 by and between the holders of the respective promissory notes evidencing the 30 Hudson Yards 67 Whole Loan, relating to the relative rights of such holders, as the same may be further amended in accordance with the terms thereof.

909 Third Avenue Co-Lender Agreement”: That certain co-lender agreement, dated as of April 6, 2021 by and between the holders of the respective promissory notes evidencing the 909 Third Avenue Whole Loan, relating to the relative rights of such holders, as the same may be further amended in accordance with the terms thereof.

AB Co-Lender Agreement”: Any Co-Lender Agreement by and among the holder of an AB Subordinate Companion Loan and the holder(s) of the related Mortgage Loan and any holder(s) of any related Pari Passu Companion Loan, relating to the relative rights of such holders of the related AB Whole Loan, as the same may be further amended in accordance with the terms thereof. The SOMA Teleco Office Co-Lender Agreement, the Amazon Seattle Co-Lender Agreement and the At Home – Willow Grove Co-Lender Agreement will each be an AB Co-Lender Agreement under this Agreement.

AB Control Appraisal Period”: With respect to any AB Whole Loan, a “control appraisal period” as defined in the related Co-Lender Agreement.

AB Modified Loan”: Any Corrected Loan (1) that became a Corrected Loan (which includes for purposes of this definition any Non-Serviced Mortgage Loan that became a “corrected loan” (or any term substantially similar thereto) pursuant to the related Non-Serviced Pooling Agreement) due to a modification thereto that resulted in the creation of an A/B note structure (or similar structure) and as to which the new junior note(s) did not previously exist or the principal amount of the new junior note(s) was previously part of either an A note held by the Trust or the original unmodified Mortgage Loan or Trust Subordinate Companion Loan and (2) as to which an Appraisal Reduction Amount is not in effect.

AB Mortgage Loan”: A senior “A note” that is part of an AB Whole Loan and which is a Mortgage Loan that is part of the Trust Fund. Each of the Burlingame Point Mortgage Loan, the SOMA Teleco Office Mortgage Loan, the Amazon Seattle Mortgage Loan, the 909 Third Avenue Mortgage Loan and the At Home – Willow Grove Mortgage Loan will be AB Mortgage Loans with respect to the Trust.

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AB Mortgaged Property”: The Mortgaged Property that secures the related AB Whole Loan.

AB Subordinate Companion Loan”: With respect to any AB Whole Loan, the related Companion Loan(s) evidenced by the related promissory note made by the related Mortgagor and secured by the Mortgage on the related AB Mortgaged Property, which is not included in the Trust (other than the Trust Subordinate Companion Loans) and which is subordinate in right of payment to the related AB Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the related Co-Lender Agreement. The Companion Loans identified as (i) note B-1, note B-2 and note B-3 related to the Burlingame Point Whole Loan, (ii) note B related to the SOMA Teleco Office Whole Loan, (ii) note B-1 related to the Amazon Seattle Whole Loan, (iii) note B-1, note B-2 and note B-3 related to the 909 Third Avenue Whole Loan and (iv) note B related to the At Home – Willow Grove Whole Loan will each be AB Subordinate Companion Loans with respect to the Trust.

AB Whole Loan”: A Whole Loan that consists of such Mortgage Loan and a related AB Subordinate Companion Loan. Each of the Burlingame Point Whole Loan, the SOMA Teleco Office Whole Loan, the Amazon Seattle Whole Loan, the 909 Third Avenue Whole Loan and the At Home – Willow Grove Whole Loan will be AB Whole Loans with respect to the Trust.

AB Whole Loan Controlling Holder”: With respect to an AB Whole Loan, the “Directing Lender”, “Controlling Noteholder” or similarly defined party identified in the related AB Co-Lender Agreement.

Acceptable Insurance Default”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, a default under the related Mortgage Loan documents arising by reason of (i) any failure on the part of the related Mortgagor to maintain with respect to the related Mortgaged Property specific insurance coverage with respect to, or an all-risk casualty Insurance Policy that does not specifically exclude, terrorist or similar acts, and/or (ii) any failure on the part of the related Mortgagor to maintain with respect to the related Mortgaged Property insurance coverage with respect to damages or casualties caused by terrorist or similar acts upon terms not materially less favorable than those in place as of the Closing Date, in each case as to which default the Master Servicer and the applicable Special Servicer may forbear taking any enforcement action, provided that the Master Servicer (with respect to Non-Specially Serviced Mortgage Loans) or the applicable Special Servicer (with respect to Specially Serviced Mortgage Loans) has determined, in its reasonable judgment, based on inquiry consistent with the Servicing Standard and (unless (i) a Control Termination Event is continuing and (ii) with respect to a Specially Serviced Mortgage Loan, after consultation with the Risk Retention Consultation Parties pursuant to Section 6.08 (in either case, other than with respect to any applicable Excluded Loan), with the consent of the Directing Holder (and after a Control Termination Event has occurred, but prior to the occurrence of a Consultation Termination Event (or other than with respect to any applicable Excluded Loan), after consultation with the Directing Holder as provided in Section 6.08 hereof)), that either (a) such insurance is not available at commercially reasonable rates and that such hazards are not at the time commonly insured against for properties similar to the related Mortgaged Property and located in or around the region in which such related Mortgaged

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Property is located, or (b) such insurance is not available at any rate; provided, however, that the Directing Holder and the Risk Retention Consultation Parties will not have more than thirty (30) days to respond to the Master Servicer’s or applicable Special Servicer’s request for such consent or consultation; provided, further, that upon the Master Servicer’s or applicable Special Servicer’s determination, consistent with the Servicing Standard, that exigent circumstances do not allow the Master Servicer or applicable Special Servicer, as applicable, to consult with the Directing Holder or a Risk Retention Consultation Party, the Master Servicer or applicable Special Servicer, as applicable, is not required to do so. Each of the Master Servicer (at its own expense) and the applicable Special Servicer (at the expense of the Trust Fund) shall be entitled to rely on insurance consultants in making the determinations described above.

Accrued AB Loan Interest”: With respect to any AB Modified Loan and any date of determination, the accrued and unpaid interest that remains unpaid with respect to the junior note(s) of such AB Modified Loan.

Act”: The Securities Act of 1933, as it may be amended from time to time.

Actual/360 Basis”: Interest accrual on the basis of the actual number of days in a month assuming a 360-day year.

Actual/360 Mortgage Loans”: The Mortgage Loans and the Trust Subordinate Companion Loans, to the extent indicated as such in the Mortgage Loan Schedule.

Additional Disclosure Notification”: The form of notification to be included with any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information that is attached hereto as Exhibit EE.

Additional Exclusions”: Exclusions in addition to those customarily found in the insurance policies for mortgaged properties similar to the Mortgaged Properties on or prior to September 11, 2001.

Additional Form 10-D Disclosure”: As defined in Section 11.04(a).

Additional Form 10-K Disclosure”: As defined in Section 11.05(a).

Additional Secured Debt”: With respect to any Mortgage Loan, any debt owed by the related Mortgagor to a party other than the lender under such Mortgage Loan that is secured by the related Mortgaged Property as of the Closing Date as set forth on Schedule 1 hereto, as increased or decreased from time to time pursuant to the terms of the related subordinate or pari passu loan documents (including any Co-Lender Agreement or subordination agreement).

Additional Servicer”: Each Affiliate of the Master Servicer, the Special Servicers or any Mortgage Loan Seller that services any of the Mortgage Loans or the Trust Subordinate Companion Loans, as applicable, and each Person who is not an Affiliate of the Master Servicer, other than the Special Servicers, who services 10% or more of the Mortgage Loans and the Trust Subordinate Companion Loans by unpaid principal balance as of any date of determination pursuant to ARTICLE XI.

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Administrative Cost Rate”: As of any date of determination and with respect to each Mortgage Loan and Trust Subordinate Companion Loan, a per annum rate equal to the sum of the Servicing Fee Rate, the Certificate Administrator/Trustee Fee Rate (which fee rate accounts for the Trustee Fee), the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate (other than with respect to the Trust Subordinate Companion Loans) and the CREFC® Intellectual Property Royalty License Fee Rate and, in the case of each Non-Serviced Mortgage Loan, the related Non-Serviced Primary Servicing Fee Rate.

Advance”: Any P&I Advance or Property Protection Advance.

Adverse REMIC Event”: As defined in Section 10.01(g).

Affected Party”: As defined in Section 7.01(b).

Affected Reporting Party”: As defined in Section 11.12.

Affiliate”: With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

Affirmative Asset Review Vote��: As defined in Section 12.01(a).

Agreement”: This Pooling and Servicing Agreement and all amendments hereof and supplements hereto.

Amazon Seattle Acceptance Notice”: As defined in Section 3.35(g).

Amazon Seattle Aggregate Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the sum of the following amounts: (a) the Amazon Seattle Aggregate Principal Shortfall for such Distribution Date, (b) the Amazon Seattle Scheduled Principal Distribution Amount for such Distribution Date and (c) the Amazon Seattle Unscheduled Principal Distribution Amount for such Distribution Date; provided that the Amazon Seattle Aggregate Principal Distribution Amount for any Distribution Date shall be reduced, to not less than zero, by the amount of any reimbursements of: (A) Nonrecoverable Advances, with interest on such Nonrecoverable Advances at the Reimbursement Rate, that are paid or reimbursed from principal collections on the Amazon Seattle Trust Subordinate Companion Loan in a period during which such principal collections would have otherwise been included in the Amazon Seattle Aggregate Principal Distribution Amount for such Distribution Date; and (B) Workout-Delayed Reimbursement Amounts paid or reimbursed from principal collections on the Amazon Seattle Trust Subordinate Companion Loan in a period during which such principal collections would have otherwise been included in the Amazon Seattle Aggregate Principal Distribution Amount for such Distribution Date (provided that, in the case of clauses (A) and (B) above, if any of the amounts that were reimbursed from principal collections on the Amazon Seattle Trust Subordinate Companion Loan (including the portion of any REO Loan allocable to the Amazon Seattle Trust Subordinate Companion Loan) are subsequently recovered

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on the Amazon Seattle Trust Subordinate Companion Loan (or the portion of any REO Loan allocable to the Amazon Seattle Trust Subordinate Companion Loan), such recovery will increase the Amazon Seattle Aggregate Principal Distribution Amount for the Distribution Date related to the period in which such recovery occurs).

Amazon Seattle Aggregate Principal Shortfall”: For any Distribution Date after the initial Distribution Date with respect to the Amazon Seattle Trust Subordinate Companion Loan, the amount, if any, by which (a) the related Amazon Seattle Aggregate Principal Distribution Amount for the preceding Distribution Date exceeds (b) the aggregate amount actually distributed on the preceding Distribution Date in respect of such Amazon Seattle Aggregate Principal Distribution Amount. The Amazon Seattle Aggregate Principal Shortfall for the initial Distribution Date will be zero.

Amazon Seattle Assumed Scheduled Payment”: For any Collection Period and with respect to the Amazon Seattle Trust Subordinate Companion Loan that is delinquent in respect of its Balloon Payment or any REO Loan (excluding, for purposes of determining or making P&I Advances, the portion allocable to the Amazon Seattle Mortgage Loan), an amount equal to the sum of (a) the principal portion of the Periodic Payment that would have been due on the Amazon Seattle Trust Subordinate Companion Loan or REO Loan on the related Due Date based on the constant payment required by the related Mortgage Note or the original amortization schedule of the Amazon Seattle Trust Subordinate Companion Loan (as calculated with interest at the related Mortgage Rate), if applicable, assuming such Balloon Payment has not become due, after giving effect to any reduction in the principal balance thereof occurring in connection with a modification of the Amazon Seattle Trust Subordinate Companion Loan in connection with a default or bankruptcy (or similar proceeding), and (b) interest on the Stated Principal Balance of the Amazon Seattle Trust Subordinate Companion Loan or REO Loan (excluding, for purposes of determining P&I Advances, the portion allocable to the Amazon Seattle Mortgage Loan, if applicable) at the applicable Mortgage Rate (net of interest at the Servicing Fee Rate).

Amazon Seattle Available Funds”: With respect to any Distribution Date, an amount equal to the sum of (without duplication) (which, for the avoidance of doubt, will not include any amounts received in respect of the Mortgage Loans or the SOMA Teleco Office Trust Subordinate Companion Loan):

(a)                the aggregate amount of all cash received on the Amazon Seattle Trust Subordinate Companion Loan (including the portion of Loss of Value Payments deposited into the Collection Account pursuant to Section 3.05(f) of this Agreement) and any REO Property on deposit in the Collection Account (in each case, exclusive of any amount on deposit in or credited to any portion of the Collection Account that is held for the benefit of the holder of any Mortgage Loan, any other Companion Loan or the holders of the Pooled Certificates), as of the close of business on the related Master Servicer Remittance Date, exclusive of (without duplication):

(i)                all Periodic Payments paid by the Mortgagors of the Amazon Seattle Trust Subordinate Companion Loan that are due on a Due Date following

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the end of the related Collection Period, excluding excess interest and interest relating to periods prior to, but due after, the Cut-off Date;

(ii)               all unscheduled Principal Prepayments (together with any related payments of interest allocable to the period following the related Due Date for the Amazon Seattle Trust Subordinate Companion Loan), Liquidation Proceeds, Insurance and Condemnation Proceeds and other unscheduled recoveries, in each case, received subsequent to the related Determination Date (or, with respect to voluntary Principal Prepayments for the Amazon Seattle Trust Subordinate Companion Loan with a Due Date occurring after the related Determination Date, subsequent to the related Due Date) allocable to the Amazon Seattle Trust Subordinate Companion Loan;

(iii)              (A) all amounts payable or reimbursable to any Person from the Collection Account pursuant to clauses (ii) through (xviii), inclusive, and (xxi) of Section 3.05(a); (B) all amounts payable or reimbursable to any Person from the Lower-Tier REMIC Distribution Account pursuant to clauses (ii) through (vii), inclusive, of Section 3.05(b); and (C) any Net Investment Earnings contained therein;

(iv)              with respect to the Amazon Seattle Trust Subordinate Companion Loan and any Distribution Date occurring in (1) each February or (2) any January in a year that is not a leap year (in each case, unless the related Distribution Date is the final Distribution Date), an amount equal to one (1) day of interest on the Stated Principal Balance of the Amazon Seattle Trust Subordinate Companion Loan as of the Due Date in the month preceding the month in which such Distribution Date occurs at the related Net Mortgage Rate to the extent such amounts are Withheld Amounts related to the Amazon Seattle Trust Subordinate Companion Loan;

(v)              all Excess Interest allocable to the Amazon Seattle Trust Subordinate Companion Loan (which is separately distributed to the Holders of the Amazon Seattle Loan-Specific Certificates);

(vi)              all Yield Maintenance Charges allocable to the Amazon Seattle Trust Subordinate Companion Loan;

(vii)             all amounts deposited in the Collection Account in error; and

(viii)            any Penalty Charges allocable to the Amazon Seattle Trust Subordinate Companion Loan;

(b)               if and to the extent not already included in clause (a) hereof, the aggregate amount transferred from the REO Accounts allocable to the Amazon Seattle Trust Subordinate Companion Loan to the Collection Account for such Distribution Date pursuant to Section 3.05(c);

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(c)                the aggregate amount of any (i) Compensating Interest Payments made by the Master Servicer with respect to the Amazon Seattle Trust Subordinate Companion Loan with respect to such Distribution Date pursuant to Section 3.17(a) and (ii) P&I Advances made by the Master Servicer or the Trustee, as applicable, with respect to the Mortgage Loans and the Distribution Date (net of the related Certificate Administrator/Trustee Fee, Operating Advisor Fee, CREFC® Intellectual Property Royalty License Fee and Asset Representations Reviewer Fee with respect to the Mortgage Loans for which such P&I Advances are made) pursuant to Section 4.03 or Section 7.05; and

(d)               with respect to the Amazon Seattle Trust Subordinate Companion Loan and any Distribution Date occurring in each March (or February, if the related Distribution Date is the final Distribution Date), the Withheld Amounts related to the Amazon Seattle Trust Subordinate Companion Loan remitted to the Amazon Seattle Trust Subordinate Companion Loan REMIC Distribution Account pursuant to Section 3.21(b).

Notwithstanding the investment of funds held in the Collection Account pursuant to Section 3.06, for purposes of calculating the Amazon Seattle Available Funds, the amounts so invested shall be deemed to remain on deposit in such account.

Amazon Seattle Co-Lender Agreement”: That certain agreement between noteholders, dated as of April 29, 2021, by and between the holders of the respective promissory notes evidencing the Amazon Seattle Whole Loan, relating to the relative rights of such holders, as the same may be further amended in accordance with the terms thereof.

Amazon Seattle Control Appraisal Period” shall have the meaning of “Control Appraisal Period”, as defined in the Amazon Seattle Co-Lender Agreement.

Amazon Seattle Controlling Class”: As of any date of determination, the most subordinate Class of Amazon Seattle Control Eligible Certificates then outstanding that has a then aggregate Certificate Balance as notionally reduced by any Cumulative Appraisal Reduction Amounts allocable to such Class in accordance with Section 4.05(a), at least equal to 25% of the Original Certificate Balance of that Class; provided that if, at any time, the Certificate Balances of all Amazon Seattle Control Eligible Certificates, as notionally reduced by any Appraisal Reduction Amounts (but without regard to any Collateral Deficiency Amount) allocable to such Classes, have been reduced to zero, the Amazon Seattle Controlling Class will be the most senior Class of Amazon Seattle Control Eligible Certificates that has a principal balance greater than zero; provided, further that if at any time the Certificate Balance of the Class 300P-A Certificates have been reduced to zero as a result of the allocation of principal payments on the Amazon Seattle Trust Subordinate Companion Loan, then the “Amazon Seattle Controlling Class” will be the most subordinate Class of Amazon Seattle Control Eligible Certificates that has an aggregate Certificate Balance greater than zero without regard to the application of Appraisal Reduction Amounts (or any Collateral Deficiency Amount) to notionally reduce the Certificate Balance of such Class. The Amazon Seattle Controlling Class as of the Closing Date will be the Class 300P-RR Certificates.

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Amazon Seattle Control Eligible Certificates”: Any of the Class 300P-A, Class 300P-B, Class 300P-C, Class 300P-D, Class 300P-E and Class 300P-RR Certificates.

Amazon Seattle Controlling Class Certificateholders”: Each Holder (or Certificate Owner, if applicable) of a Certificate of the Amazon Seattle Controlling Class as determined by the Certificate Registrar, from time to time, upon request by any party hereto. The Trustee, the Master Servicer, the Special Servicers or the Operating Advisor may from time to time request (the cost of which being an expense of the Trust) that the Certificate Administrator provide a list of the Holders (or Certificate Owners, if applicable) of the Amazon Seattle Controlling Class and the Certificate Administrator shall promptly provide such list without charge to such Trustee, Master Servicer, Operating Advisor or Special Servicer, as applicable. The Trustee, the Master Servicer, the Special Servicers and the Operating Advisor shall be entitled to rely on any such list so provided.

Amazon Seattle Controlling Class Representative”: The initial Amazon Seattle Controlling Class Representative shall be CPPIB Credit Structured North America III, Inc., a Canadian corporation and a wholly-owned subsidiary of CPPIB Credit Investments II Inc., a Canadian corporation or its affiliate. Thereafter, the Amazon Seattle Controlling Class Representative shall be the Amazon Seattle Controlling Class Certificateholder (or a representative thereof) selected by more than 50% of the Amazon Seattle Controlling Class Certificateholders, (by Certificate Balance, as determined by the Certificate Registrar from time to time); provided, however, that (i) absent that selection, or (ii) until an Amazon Seattle Controlling Class Representative is so selected or (iii) upon receipt of a notice from a majority of the Amazon Seattle Controlling Class Certificateholders, by Certificate Balance, that an Amazon Seattle Controlling Class Representative is no longer designated, then the Amazon Seattle Controlling Class Certificateholder that represents that it owns the largest aggregate Certificate Balance of the Amazon Seattle Controlling Class (with evidence of ownership) or a representative thereof, will be the Amazon Seattle Controlling Class Representative; provided, however, that, in the case of this clause (iii), in the event that no one Holder owns the largest aggregate Certificate Balance of the Amazon Seattle Controlling Class, then there will be no Amazon Seattle Controlling Class Representative until appointed in accordance with the terms of this Agreement. For so long as an Amazon Seattle Control Appraisal Period is continuing, there will be no SOMA Teleco Office Controlling Class Representative. The Depositor shall promptly provide the name and contact information for the initial Amazon Seattle Controlling Class Representative upon request of any party to this Agreement and any such requesting party may conclusively rely on the name and contact information provided by the Depositor. The Certificate Administrator and the other parties hereto shall be entitled to assume that the identity of the Amazon Seattle Controlling Class Representative has not changed until such parties receive written notice of a replacement of the Amazon Seattle Controlling Class Representative from a party holding the requisite interest in the Amazon Seattle Controlling Class, or the resignation of the then-current Amazon Seattle Controlling Class Representative.

Amazon Seattle Excess Prepayment Interest Shortfall”: For any Distribution Date, the Excess Prepayment Interest Shortfall allocated to the Amazon Seattle Trust Subordinate Companion Loan for such Distribution Date.

Amazon Seattle Exchange”: As defined in Section 3.35(g).

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Amazon Seattle Exchange Election Notice”: As defined in Section 3.35(g).

Amazon Seattle Gain-on-Sale Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained by the Certificate Administrator, pursuant to Section 3.04(g) on behalf of the Trustee for the benefit of the Holders of the Amazon Seattle Loan-Specific Certificates, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered Holders of Benchmark 2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25, Amazon Seattle Gain-on-Sale Reserve Account”. Any such account shall be an Eligible Account or a subaccount of an Eligible Account.

Amazon Seattle Interest Distribution Amount”: With respect to any Distribution Date and each Class of Amazon Seattle Loan-Specific Certificates, an amount equal to (A) the sum of (i) the Interest Accrual Amount with respect to such Class of Certificates for such Distribution Date and (ii) the Interest Shortfall, if any, with respect to such Class of Certificates for such Distribution Date, less (B) any Amazon Seattle Excess Prepayment Interest Shortfall allocated to such Class of Certificates on such Distribution Date.

For purposes of clause (B) above, the Amazon Seattle Excess Prepayment Interest Shortfall, if any, for each Distribution Date shall be allocated to each Class of Amazon Seattle Loan-Specific Certificates in an amount equal to the product of (i) the amount of such Amazon Seattle Excess Prepayment Interest Shortfall and (ii) a fraction, the numerator of which is the Interest Accrual Amount for such Class of Amazon Seattle Loan-Specific Certificates for such Distribution Date and the denominator of which is the aggregate Interest Accrual Amounts for all Classes of Amazon Seattle Loan-Specific Certificates for such Distribution Date.

Amazon Seattle Loan-Specific Directing Holder”: means, (a) with respect to the Amazon Seattle Whole Loan, (i) for so long as no Amazon Seattle Control Appraisal Period is continuing, the Amazon Seattle Controlling Class Representative, and (ii) for so long as an Amazon Seattle Control Appraisal Period is continuing, the Controlling Class Representative.

Amazon Seattle Loan-Specific Initial Purchasers”: Goldman Sachs & Co. LLC and Deutsche Bank Securities Inc.

Amazon Seattle Loan-Specific Retaining Sponsor”: German American Capital Corporation, a Maryland corporation.

Amazon Seattle Loan-Specific Transfer Restriction Period”: The period from the Closing Date to the earlier of:

(a)                the latest of (i) the date on which the unpaid principal balance of the Amazon Seattle Trust Subordinate Companion Loan has been reduced to 33.0% of the Cut-off Date Principal Balance of the Amazon Seattle Trust Subordinate Companion Loan; (ii) the date on which the aggregate outstanding principal balance of the Amazon Seattle Loan-Specific Certificates has been reduced to 33.0% of the aggregate outstanding principal balance of the Amazon Seattle Loan-Specific Certificates as of the Closing Date; or (iii) two years after the Closing Date;

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(b)               with respect to the Class 300P-RR Certificates only, the date on which the Amazon Seattle Trust Subordinate Companion Loan has been defeased in accordance with the risk retention requirements set forth in §244.7(b)(8)(i) of the Risk Retention Rule; or

(c)                the date that the Risk Retention Rule applicable to the Amazon Seattle Retaining Third-Party Purchaser is withdrawn or repealed in their entirety as they relate to this securitization or the Class 300P-RR Certificates;

provided that the termination of the Amazon Seattle Loan-Specific Transfer Restriction Period shall not be effective without the written consent of the Amazon Seattle Loan-Specific Retaining Sponsor.

Amazon Seattle Mortgage Loan”: With respect to the Amazon Seattle Whole Loan, the Mortgage Loan that is included in the Trust (identified as Mortgage Loan No. 3 on the Mortgage Loan Schedule), which is designated as promissory note A-1. The Amazon Seattle Trust Subordinate Companion Loan is subordinate to the Amazon Seattle Mortgage Loan.

Amazon Seattle Mortgaged Property”: The Mortgaged Property which secure the Amazon Seattle Whole Loan.

Amazon Seattle Principal Distribution Amount”: With respect to any Distribution Date and the Amazon Seattle Loan-Specific Certificates, an amount equal to the Amazon Seattle Aggregate Principal Distribution Amount for such Distribution Date.

Amazon Seattle Realized Loss”: With respect to any Distribution Date, the amount, if any, by which (i) the aggregate Certificate Balance of the Amazon Seattle Loan-Specific Certificates, after giving effect to distributions of principal on such Distribution Date, exceeds (ii) the Stated Principal Balance (for purposes of this definition only, not giving effect to any reductions of the Stated Principal Balance for payments of principal collected on the Amazon Seattle Trust Subordinate Companion Loan that were used to reimburse any Workout-Delayed Reimbursement Amounts pursuant to Section 3.05(a)(v) to the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances) of the Amazon Seattle Trust Subordinate Companion Loan and any REO Loan (but in each case, including the Amazon Seattle Trust Subordinate Companion Loan and excluding any portion allocable to the related Mortgage Loan and any other related Companion Loan) as of the end of the last day of the related Collection Period.

Amazon Seattle Retaining Third-Party Purchaser”: CPPIB Credit Structured North America III, Inc. or any Person that purchases the Certificates comprising the Required Amazon Seattle Third-Party Purchaser Retention Amount in accordance with this Agreement and applicable laws and regulations.

Amazon Seattle Scheduled Principal Distribution Amount”: With respect to any Distribution Date, the aggregate of the principal portions of the following: (a) all Periodic Payments (excluding Balloon Payments) with respect to the Amazon Seattle Trust Subordinate Companion Loan due during or, if and to the extent not previously received or advanced pursuant to Section 4.03 and distributed to Certificateholders on a preceding Distribution Date,

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prior to the related Collection Period and all Amazon Seattle Assumed Scheduled Payments with respect to the Amazon Seattle Trust Subordinate Companion Loan for the related Collection Period, in each case to the extent either (i) paid by the related Mortgagor as of the related Determination Date (or, with respect to the Amazon Seattle Trust Subordinate Companion Loan if its Due Date occurs or Grace Period ends after the related Determination Date, the related Due Date or last day of such Grace Period, as applicable, to the extent received by the Master Servicer as of the Business Day preceding the related Master Servicer Remittance Date) or (ii) advanced by the Master Servicer or the Trustee, as applicable, pursuant to Section 4.03, and (b) all Balloon Payments allocable to the Amazon Seattle Trust Subordinate Companion Loan to the extent received on or prior to the related Determination Date (or, with respect to the Amazon Seattle Trust Subordinate Companion Loan if its Due Date occurs or Grace Period ends after the related Determination Date, the related Due Date or, last day of such Grace Period, as applicable, to the extent received by the Master Servicer as of the Business Day preceding the related Master Servicer Remittance Date), and to the extent not included in clause (a) above.

Amazon Seattle Special Servicer”: Situs Holdings, LLC, a Delaware limited liability company, or its successors-in-interest, or any successor special servicer appointed as provided herein (including with respect to any Excluded Special Servicer Loan, if any, the related Excluded Special Servicer appointed pursuant to Section 7.01(g) of this Agreement, as applicable and as the context may require).

Amazon Seattle Trust Subordinate Companion Loan”: With respect to the Amazon Seattle Whole Loan, the Companion Loan evidenced by the promissory note B made by the related Mortgagor and secured by the Mortgage on the Amazon Seattle Mortgaged Property, which is included in the Trust and which is subordinate in right of payment to the Amazon Seattle Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the Amazon Seattle Co-Lender Agreement.

Amazon Seattle Unscheduled Principal Distribution Amount”: With respect to any Distribution Date, the aggregate of the following: (a) all Principal Prepayments received on the Amazon Seattle Trust Subordinate Companion Loan on or prior to the related Determination Date and (b) the principal portions of all Liquidation Proceeds, Insurance and Condemnation Proceeds and, if applicable, REO Revenues or otherwise, received with respect to the Amazon Seattle Trust Subordinate Companion Loan and any REO Property on or prior to the related Determination Date, but in each case only to the extent that such principal portion represents a recovery of principal for which no advance was previously made pursuant to Section 4.03 in respect of a preceding Distribution Date; provided that all such Liquidation Proceeds and Insurance and Condemnation Proceeds will be reduced by any Special Servicing Fees, Liquidation Fees, accrued interest on Advances and other additional expenses of the Trust incurred in connection with the Amazon Seattle Trust Subordinate Companion Loan.

Amazon Seattle Trust Subordinate Companion Loan REMIC”: One of five separate REMICs comprising a portion of the Trust Fund, which consists of the Amazon Seattle Trust Subordinate Companion Loan and the proceeds thereof, any allocable portion of REO Property with respect thereto, the related portions of the REO Account, and the Amazon Seattle Trust Subordinate Companion Loan REMIC Distribution Account.

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Amazon Seattle Trust Subordinate Companion Loan REMIC Distribution Account”: With respect to the Amazon Seattle Trust Subordinate Companion Loan, the segregated trust account or accounts created and maintained as a separate account or accounts by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(j) of this Agreement, which shall be entitled “Wells Fargo Bank, National Association, as Certificate Administrator on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered Holders of Benchmark 2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25, Amazon Seattle Trust Subordinate Companion Loan REMIC Distribution Account,” and which must be an Eligible Account or a subaccount of an Eligible Account.

Amazon Seattle Trust Subordinate Companion Loan REMIC Distribution Amount”: As defined in Section 4.01(c).

Amazon Seattle Trust Subordinate Companion Loan REMIC Regular Interests”: Any of the Class L300PA, Class L300PB, Class L300PC, Class L300PD, Class L300PE and L300PRR Uncertificated Interests, as applicable.

Amazon Seattle Whole Loan”: The Amazon Seattle Mortgage Loan and the Amazon Seattle Trust Subordinate Companion Loan, each of which is secured by the same Mortgage on the Amazon Seattle Mortgaged Property. References herein to the Amazon Seattle Whole Loan shall be construed to refer to the aggregate indebtedness under the Amazon Seattle Mortgage Loan and the Amazon Seattle Trust Subordinate Companion Loan.

Anticipated Repayment Date”: With respect to any ARD Loan, the date upon which such ARD Loan commences accruing interest at its Revised Rate.

Applicable DBRS Morningstar Permitted Investment Rating”: (A) In the case of such investments with maturities of thirty (30) days or less, the short-term debt obligations of which are rated at least “R1 (middle)” by DBRS Morningstar (or, if not rated by DBRS Morningstar, an equivalent (or higher) rating by at least two NRSROs) (which may include Moody’s) or the long-term debt obligations of which are rated at least “A” by DBRS Morningstar (or, if not rated by DBRS Morningstar, an equivalent (or higher) rating by at least two NRSROs) (which may include Moody’s), and (B) in the case of such investments with maturities of more than thirty (30) days, the short-term obligations of which are rated at least “R1 (middle)” by DBRS Morningstar (or, if not rated by DBRS Morningstar, an equivalent (or higher) rating by at least two NRSROs) or the long-term obligations of which are rated at least “AA(low)” by DBRS Morningstar (or, if not rated by DBRS Morningstar, an equivalent (or higher) rating by at least two NRSROs) (which may include Moody’s); provided, however, that securities issued by any particular corporation will not be Permitted Investments to the extent that investment therein will cause the then outstanding principal amount of securities issued by such corporation and held in the accounts established hereunder to exceed 10% of the sum of the aggregate principal balance and the aggregate principal amount of all Permitted Investments in such accounts.

Applicable Fitch Permitted Investment Rating”: (A) in the case of such investments with maturities of thirty (30) days or less, the short-term debt obligations of which

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are rated at least “F1” by Fitch or the long-term debt obligations of which are rated at least “A” by Fitch, and (B) in the case of such investments with maturities of more than thirty (30) days, the short-term obligations of which are rated at least “F1+” by Fitch or the long-term obligations of which are rated at least “AA-” by Fitch.

Applicable KBRA Permitted Investment Rating”: (A) in the case of such investments with maturities of 90 days or less, the short-term debt obligations of which are rated of at least “K3” or the long-term obligations of which are rated at least “BBB-” and (B) in the case of such investments with maturities greater than 90 days but not more than one year, the short-term debt obligations of which are rated of at least “K1” or the long-term obligations of which are rated at least “A-” (in each case, if then rated by KBRA).

Applicable Laws”: As defined in Section 8.15.

Applicable Moody’s Permitted Investment Rating”: in the case of such investments, the short-term debt obligations of which are rated at least “P-1” by Moody’s or the long-term debt obligations of which are rated at least “A2” by Moody’s.

Applicable S&P Permitted Investment Rating”: (A) in the case of such investments with maturities of sixty (60) days or less, the short term obligations of which are rated at least “A-1” by S&P, and (B) in the case of such investments with maturities of more than sixty (60) days, the short term obligations of which are rated “A-1+” by S&P (or at least “A-1” by S&P, if the long term obligations of which are rated at least “AA-” by S&P).

Applicable State and Local Tax Law”: For purposes hereof, the Applicable State and Local Tax Law shall be (a) the tax laws of the State of New York; and (b) such other state or local tax laws whose applicability shall have been brought to the attention of the Trustee and the Certificate Administrator by either (i) an Opinion of Counsel delivered to it, or (ii) written notice from the appropriate taxing authority as to the applicability of such state or local tax laws.

Appraisal”: With respect to any Mortgaged Property or REO Property, an appraisal of such Mortgaged Property or REO Property, (i) conducted by an Independent Appraiser in accordance with the standards of the Appraisal Institute and certified by such Independent Appraiser as having been prepared in accordance with the requirements of the Standards of Professional Practice of the Appraisal Institute with an “MAI” designation and the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation, as well as the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended and (ii) stating the “as-is” “market value” of the subject property as defined in 12 C.F.R. § 225.62.1 based upon the current physical condition, use and zoning of the Property as of the date of the Appraisal; provided that after an initial “Appraisal” has been obtained pursuant to the terms of this Agreement, an update of such initial Appraisal shall be considered an “Appraisal” hereunder for all purposes. All Appraisals (and updates thereof) obtained pursuant to the terms of this Agreement shall include a valuation using the “income capitalization – discounted cash flow approach” and set forth the discount rate and terminal capitalization rate utilized by the Independent Appraiser.

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Appraisal Reduction Amount”: For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any Serviced Whole Loan as to which any Appraisal Reduction Event has occurred, will be an amount, calculated by the applicable Special Servicer in consultation with the Directing Holder (for so long as no Consultation Termination Event is continuing and only with respect to any Mortgage Loan or Serviced Whole Loan other than an applicable Excluded Loan) and in consultation with the Operating Advisor (during the continuance of an Operating Advisor Consultation Event), as of the first Determination Date that is at least ten (10) Business Days following the later of (a) the date on which the applicable Special Servicer receives an Appraisal or conducts a valuation described below and (b) the occurrence of such Appraisal Reduction Event, equal to the excess of (a) the Stated Principal Balance of that Mortgage Loan or Serviced Whole Loan, as the case may be, over (b) the excess of (i) the sum of (A) 90% of the Appraised Value of the related Mortgaged Property as determined (1) by one or more Appraisals obtained by the applicable Special Servicer with respect to that Mortgage Loan (together with any other Mortgage Loan cross-collateralized with such Mortgage Loan) or Serviced Whole Loan, as the case may be, with an outstanding principal balance equal to or in excess of $2,000,000 (the costs of which shall be paid by the Master Servicer as an Advance) or (2) by an internal valuation performed by the applicable Special Servicer with respect to that Mortgage Loan (together with any other Mortgage Loan cross-collateralized with such Mortgage Loan) or Serviced Whole Loan, as the case may be, with an outstanding principal balance less than $2,000,000, minus, with respect to any Appraisals, such downward adjustments as the applicable Special Servicer may make (without implying any obligation to do so) based upon its review of the Appraisal and any other information it deems relevant and (B) all escrows, letters of credit and reserves in respect of such Mortgage Loan or Serviced Whole Loan, as of the date of calculation over (ii) the sum of, as of the Due Date occurring in the month of the date of determination, (A) to the extent not previously advanced by the Master Servicer or the Trustee, all unpaid interest due on such Mortgage Loan or Serviced Whole Loan, as the case may be, at a per annum rate equal to its Mortgage Rate (and, with respect to any Serviced AB Whole Loan, any accrued and unpaid interest on the related AB Subordinate Companion Loan at a per annum rate equal to its related mortgage interest rate), (B) all P&I Advances on the related Mortgage Loan and all Property Protection Advances on the related Mortgage Loan or Serviced Whole Loan, not reimbursed from proceeds of such Mortgage Loan or Serviced Whole Loan, and interest thereon at the Reimbursement Rate in respect of such Mortgage Loan or Serviced Whole Loan, (C) all currently due and unpaid real estate taxes, assessments, insurance premiums, ground rents, unpaid Special Servicing Fees and all other amounts due and unpaid (including any capitalized interest whether or not then due and payable) with respect to such Mortgage Loan or Serviced Whole Loan, as the case may be (which taxes, premiums, ground rents and other amounts have not been the subject of an Advance by the Master Servicer, the applicable Special Servicer or the Trustee, as applicable) and (D) any other unpaid additional expenses of the issuing entity in respect of such Mortgage Loan or Serviced Whole Loan; provided, however, without limiting the applicable Special Servicer’s obligation to order and obtain such Appraisal or perform such valuation, if the applicable Special Servicer has not obtained an Appraisal or performed such valuation, as applicable, referred to above within one hundred twenty (120) days of the event described in the definition of “Appraisal Reduction Event” (without regard to the time periods set forth in the definition), then solely for purposes of determining the amounts of the P&I Advances, the Appraisal Reduction Amount shall be deemed to be an amount equal to 25% of the current Stated Principal Balance of the related Mortgage Loan or Serviced Whole Loan, until such time as an Appraisal is received by the applicable Special Servicer and the Appraisal Reduction Amount is calculated by the applicable Special Servicer as of the first Determination Date that is at least ten (10) Business Days thereafter. Within sixty (60) days after the Appraisal Reduction Event, the applicable Special Servicer shall order and use reasonable efforts to receive an Appraisal (the cost of which shall be paid by the Master Servicer as a Property Protection Advance); provided, further, however, that with respect to an Appraisal Reduction Event as set forth in clause (i) of the definition of Appraisal Reduction Event, the applicable Special Servicer

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shall order and use reasonable efforts to receive such Appraisal within the one hundred twenty (120) day period set forth in such clause (i), and with respect to an Appraisal Reduction Event as set forth in clause (vi) of the definition of Appraisal Reduction Event, the applicable Special Servicer shall order and use reasonable efforts to receive such Appraisal within the ninety (90) day period or one hundred twenty (120) day period, as applicable, set forth in such clause (vi); provided, further, however, that in no event shall the applicable Special Servicer be required to order any such Appraisal prior to the conclusion of such sixty (60), ninety (90), or one hundred twenty (120) day period, as applicable, and in each case, the related Appraisal shall be promptly delivered in electronic format by the applicable Special Servicer to the Master Servicer, the Directing Holder (but only prior to the occurrence of a Consultation Termination Event), the Operating Advisor, the Certificate Administrator and the Trustee. In connection with any Appraisal Reduction Amount, the Master Servicer will provide the applicable Special Servicer with the information as set forth in Section 4.05(c). The Master Servicer shall not calculate Appraisal Reduction Amounts.

With respect to any Appraisal Reduction Amount calculated for purposes of determining the existence and identity of the Controlling Class pursuant to Section 4.05(a) hereof, the Appraised Value for the related Mortgaged Property determined in connection with clause (b)(i)(A)(1) or clause (b)(i)(A)(2) of the first paragraph of this definition shall be determined on an “as-is” basis.

Notwithstanding anything herein to the contrary, the aggregate Appraisal Reduction Amount related to a Mortgage Loan or Trust Subordinate Companion Loan, as the case may be, or the related REO Property will be reduced to zero as of the date on which Mortgage Loan is paid in full, liquidated, repurchased or otherwise removed from the Trust or as otherwise set forth in Section 4.05(d).

Any Appraisal Reduction Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with and pursuant to the terms of the applicable Non-Serviced Pooling Agreement.

Any Appraisal Reduction Amount with respect to the SOMA Teleco Office Whole Loan will be allocated first to the SOMA Teleco Office Trust Subordinate Companion Loan (until its principal balance is notionally reduced to zero by such related Appraisal Reduction Amounts) and then to the SOMA Teleco Office Mortgage Loan.

Any Appraisal Reduction Amount with respect to the Amazon Seattle Whole Loan will be allocated first to the Amazon Seattle Trust Subordinate Companion Loan (until its principal balance is notionally reduced to zero by such related Appraisal Reduction Amounts) and then to the Amazon Seattle Mortgage Loan.

Appraisal Reduction Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), or Serviced Whole Loan, the earliest of (i) the date on which a reduction in the amount of Periodic Payments on such Mortgage Loan or related Companion Loan, as applicable, or a change in any other material economic term of such Mortgage Loan or related Companion Loan, as applicable, (other than an extension of the Maturity Date), becomes effective as a result of a modification of such Mortgage Loan or related Companion Loan, as

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applicable, by the applicable Special Servicer, (ii) the 60th day after an uncured delinquency (without regard to the application of any Grace Period), other than any uncured delinquency in respect of a Balloon Payment, occurs in respect of such Mortgage Loan or related Companion Loan, as applicable, (iii) solely in the case of a delinquent Balloon Payment, (A) the date occurring sixty (60) days beyond the date on which that Balloon Payment was due (except as described in clause (B) below) or (B) if the related Mortgagor has delivered to the Master Servicer (and the Master Servicer shall promptly deliver a copy of such document to the applicable Special Servicer, if it is not evident that a copy has been delivered to the applicable Special Servicer) within sixty (60) days beyond the date on which that Balloon Payment was due, a written and fully executed (subject to customary final closing conditions) commitment, letter of intent, or otherwise binding application for refinancing or similar document that is, in each case, binding upon an acceptable lender or signed purchase agreement, in each case reasonably satisfactory in form and substance to the applicable Special Servicer, which provides that such refinancing or purchase will occur within 120 days of such related Maturity Date, the date occurring one hundred twenty (120) days after the date on which that Balloon Payment was due (or for such shorter period beyond the date on which that Balloon Payment was due during which the refinancing or purchase is scheduled to occur pursuant to the commitment for refinancing or signed purchase agreement or on which such commitment or signed purchase agreement terminates), (iv) the date on which the related Mortgaged Property became an REO Property, (v) the sixtieth (60th) day after a receiver or similar official is appointed (and continues in that capacity) in respect of the related Mortgaged Property, (vi) the sixtieth (60th) day after the date the related Mortgagor or the tenant at a single tenant property is subject to a bankruptcy, insolvency or similar proceedings (if not dismissed within those sixty (60) days), and (vii) the date on which the Mortgage Loan (or Serviced Whole Loan) remains outstanding five (5) years following any extension of its Maturity Date pursuant to this Agreement; provided, however, that an Appraisal Reduction Event shall not occur at any time when the Certificate Balances of all Classes of Subordinate Certificates have been reduced to zero. The applicable Special Servicer shall notify the Master Servicer, the Directing Holder and the Operating Advisor, or the Master Servicer shall notify the applicable Special Servicer and the Operating Advisor, as applicable, promptly upon such Person having notice or knowledge of the occurrence of any of the foregoing events. The obligation to obtain an Appraisal following the occurrence of an Appraisal Reduction Event shall be subject to the provisions of Section 4.05 hereof.

Notwithstanding anything to the contrary, and for purposes of clauses (i) and (ii) above, no event, circumstance or action that has occurred or will occur with respect to a COVID Modified Loan or the entry into a COVID Modification Agreement shall constitute an Appraisal Reduction Event, but only if, and for so long as, the related Mortgagor and each related obligor is in compliance with the terms of the related COVID Modification Agreement. For the avoidance of doubt, in the event a Mortgagor fails to comply with the terms of a COVID Modification Agreement (as determined by the applicable Special Servicer in accordance with the Servicing Standard), a determination as to whether any applicable event specified in the preceding sentence constitutes an Appraisal Reduction Event shall be made as though the COVID Modification never occurred; provided, however, if, pursuant to this sentence, an Appraisal Reduction Event is determined to occur prior to the date of such Mortgagor’s failure, then such Appraisal Reduction Event shall be deemed to occur on the date of such Mortgagor’s failure.

Appraisal Review Period”: As defined in Section 4.05(b)(ii).

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Appraised-Out Class”: As defined in Section 4.05(b)(i).

Appraised Value”: With respect to any Mortgaged Property (other than a Non-Serviced Mortgaged Property), the appraised value thereof as determined by the most recent Appraisal of the Mortgaged Property securing the related Mortgage Loan, Serviced Whole Loan or Serviced AB Whole Loan, as applicable, and with respect to a Non-Serviced Mortgaged Property, the appraised value allocable thereto, as determined pursuant to the applicable Non-Serviced Pooling Agreement.

ARD Loan”: Any Mortgage Loan that is identified as having an Anticipated Repayment Date and Revised Rate on the Mortgage Loan Schedule.

ASR Consultation Process”: As defined in Section 3.19(d).

Asset Representations Reviewer”: Pentalpha Surveillance LLC, a Delaware limited liability company, and its successors-in-interest.

Asset Representations Reviewer Asset Review Fee”: As defined in Section 12.02(b).

Asset Representations Reviewer Fee”: As defined in Section 12.02(a).

Asset Representations Reviewer Fee Rate”: As defined in Section 12.02(a).

Asset Representations Reviewer Termination Event”: As defined in Section 12.05(a).

Asset Review”: As defined in Section 12.01(b)(iv).

Asset Review Notice”: As defined in Section 12.01(a).

Asset Review Quorum”: In connection with any solicitation of votes to authorize an Asset Review as described in Section 12.01(a), Certificateholders evidencing at least 5% of the aggregate Pooled Voting Rights.

Asset Review Report”: As defined in Section 12.01(b)(viii), a report setting forth the findings and conclusions of an Asset Review substantially in the form attached hereto as Exhibit NN.

Asset Review Report Summary”: As defined in Section 12.01(b)(viii), a summary report setting forth the conclusions of an Asset Review Report substantially in the form attached hereto as Exhibit OO.

Asset Review Standard”: The performance by the Asset Representations Reviewer of its duties under this Agreement in good faith subject to the express terms of this Agreement. All determinations or assumptions made by the Asset Representations Reviewer in connection with an Asset Review shall be made in the Asset Representations Reviewer’s good

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faith discretion and judgment based on the facts and circumstances known to it at the time of such determination or assumption.

Asset Review Trigger”: Any time that (1) Mortgage Loans having an aggregate outstanding principal balance of 25% or more of the aggregate outstanding principal balance of all of the Mortgage Loans (including any REO Loans (or a portion of any REO Loan in the case of a Whole Loan)) held by the Trust as of the end of the applicable Collection Period are Delinquent Loans as of the end of the related Collection Period or (2) at least 15 Mortgage Loans are Delinquent Loans as of the end of the applicable Collection Period and the outstanding principal balance of such Delinquent Loans in the aggregate constitutes at least 20% of the aggregate outstanding principal balance of all of the Mortgage Loans (including any REO Loans (or a portion of any REO Loan in the case of a Whole Loan)) as of the end of the applicable Collection Period.

Asset Review Vote Election”: As defined in Section 12.01(a).

Asset Status Report”: As defined in Section 3.19(d).

Assignment of Leases”: With respect to any Mortgaged Property, any assignment of leases, rents and profits or similar instrument executed by the Mortgagor, assigning to the mortgagee all of the income, rents and profits derived from the ownership, operation, leasing or disposition of all or a portion of such Mortgaged Property, in the form which was duly executed, acknowledged and delivered, as amended, modified, renewed or extended through the date hereof and from time to time hereafter.

Assignment of Mortgage”: An assignment of Mortgage without recourse, notice of transfer or equivalent instrument, in recordable form, which is sufficient under the laws of the jurisdiction in which the related Mortgaged Property is located to reflect of record the sale of the Mortgage, which assignment, notice of transfer or equivalent instrument may be in the form of one or more blanket assignments covering Mortgages encumbering Mortgaged Properties located in the same jurisdiction, if permitted by law and acceptable for recording.

At Home – Willow Grove Co-Lender Agreement”: That certain agreement between noteholders, dated as of April 6, 2021 by and between the holders of the respective promissory notes evidencing the At Home – Willow Grove Whole Loan, relating to the relative rights of such holders, as the same may be further amended in accordance with the terms thereof.

Authenticating Agent”: The Certificate Administrator or any agent of the Certificate Administrator appointed to act as Authenticating Agent pursuant to Section 5.02(a).

Available Funds”: With respect to any Distribution Date, will equal (i) with respect to distributions to be made on the Certificates (other than the Loan-Specific Certificates) and the Pooled RR Interest, the Pooled Available Funds, (ii) in the case of the distributions to be made on the SOMA Teleco Office Loan-Specific Certificates and the Class R Certificates, the SOMA Teleco Office Available Funds and (iii) in the case of distributions to be made on the Amazon Seattle Loan-Specific Certificates and the Class R Certificates, the Amazon Seattle Available Funds.

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Balloon Mortgage Loan”: Any Mortgage Loan or Companion Loan that by its original terms or by virtue of any modification entered into as of the Closing Date provides for an amortization schedule for such Mortgage Loan or Companion Loan extending beyond its Maturity Date.

Balloon Payment”: With respect to any Balloon Mortgage Loan, as of any date of determination, the Periodic Payment payable on the Maturity Date of such Balloon Mortgage Loan.

Bankruptcy Code”: The federal Bankruptcy Code, as amended from time to time (Title 11 of the United States Code).

Benchmark 2021-B23 PSA”: The pooling and servicing agreement, dated as of February 1, 2021, among Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, CWCapital Asset Management LLC, KeyBank National Association, Situs Holdings, LLC, each as a special servicer as described in the Benchmark 2021-B23 PSA, Park Bridge Lender Services LLC, as operating advisor, Park Bridge Lender Services LLC and as asset representations reviewer, Citibank, N.A., as certificate administrator, and Wilmington Trust, National Association, as trustee, as from time to time amended, supplemented or modified relating to the issuance of the Benchmark 2021-B23 Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2021-B23.

Benchmark 2021-B24 PSA”: The pooling and servicing agreement, dated as of March 1, 2021, among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Midland Loan Services, 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 and as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, as from time to time amended, supplemented or modified relating to the issuance of the Benchmark 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24.

BGME Trust 2021-VR TSA”: The trust and servicing agreement, dated as of April 21, 2021, among GS Mortgage Securities Corporation II, as depositor, KeyBank National Association, as servicer, Situs Holdings, LLC, as special servicer, Wells Fargo Bank, National Association, as trustee, certificate administrator and custodian, and Pentalpha Surveillance LLC, as operating Advisor, as from time to time amended, supplemented or modified relating to the issuance of the BGME Trust 2021-VR Commercial Mortgage Pass-Through Certificates, Series 2021-VR.

Boca Office Portfolio Co-Lender Agreement”: That certain agreement between note holders, dated as of February 17, 2021 by and between the holders of the respective promissory notes evidencing the Boca Office Portfolio Whole Loan, relating to the relative rights of such holders, as the same may be further amended in accordance with the terms thereof.

Book-Entry Certificate”: Any Certificate registered in the name of the Depository or its nominee.

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Borrower Delayed Reimbursements”: Any additional Trust Fund expenses and reimbursements of Advances that the related Mortgagor is required, pursuant to a written modification agreement, to pay in the future to the Trust in its capacity as owner of the related Mortgage Loan.

Borrower Party”: A borrower, a manager of a Mortgaged Property, a Restricted Mezzanine Holder, or a Borrower Party Affiliate.

Borrower Party Affiliate”: With respect to a Mortgagor, a manager of a Mortgaged Property or a Restricted Mezzanine Holder, (a) any other Person controlling or controlled by or under common control with such borrower, manager or Restricted Mezzanine Holder, as applicable, or (b) any other Person owning, directly or indirectly, 25% or more of the beneficial interests in such borrower, manager or Restricted Mezzanine Holder, as applicable. For purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

Borrower Related Party”: As defined in Section 3.31(a).

Breach”: As defined in Section 2.03(b) of this Agreement.

Burlingame Point Co-Lender Agreement��: That certain co-lender agreement, dated as of April 21, 2021 by and between the holders of the respective promissory notes evidencing the Burlingame Point Whole Loan, relating to the relative rights of such holders, as the same may be further amended in accordance with the terms thereof.

Business Day”: Any day other than a Saturday, a Sunday or a day on which banking institutions in North Carolina, California, New York, Ohio, Kansas, Pennsylvania or any of the jurisdictions in which the respective primary servicing offices of the Master Servicer or the Special Servicers or the Corporate Trust Offices of either the Certificate Administrator or the Trustee are located, or the New York Stock Exchange or the Federal Reserve System of the United States of America, are authorized or obligated by law or executive order to remain closed.

Cabinetworks Portfolio Co-Lender Agreement”: That certain agreement between noteholders, dated as of December 29, 2020 by and between the holders of the respective promissory notes evidencing the Cabinetworks Portfolio Whole Loan, relating to the relative rights of such holders, as the same may be further amended in accordance with the terms thereof.

CERCLA”: The Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.

Certificate”: Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2021-B25, as executed and delivered by the Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent. For the avoidance of doubt, the Pooled RR Interest is not a Certificate.

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Certificate Administrator”: Wells Fargo Bank, National Association, in its capacity as certificate administrator, and its successors-in-interest, or if any successor certificate administrator is appointed thereto pursuant to Section 5.08 or any successor certificate administrator appointed hereunder. Wells Fargo Bank, National Association will perform its duties as Certificate Administrator hereunder through its Corporate Trust Services division (including, as applicable, any agents or affiliates utilized thereby).

Certificate Administrator/Trustee Fee”: The fee to be paid to the Certificate Administrator as compensation for the Certificate Administrator’s activities under this Agreement; provided that the Certificate Administrator/Trustee Fee includes the Trustee Fee.

Certificate Administrator/Trustee Fee Rate”: The Certificate Administrator/Trustee Fee shall be equal to the product of the rate equal to 0.00637% per annum and the aggregate Stated Principal Balance of the Mortgage Loans (calculated in the same manner as interest is calculated on the related Mortgage Loan), the Trust Subordinate Companion Loans and any REO Loan (including any Non-Serviced Mortgage Loan and Trust Subordinate Companion Loan, but not any other Companion Loan) and shall be calculated in the same manner as interest calculated on such Mortgage Loans or Trust Subordinate Companion Loans, as applicable, as of the preceding Distribution Date. The Certificate Administrator/Trustee Fee includes the Trustee Fee.

Certificate Administrator’s Website”: The Certificate Administrator’s internet website, which shall initially be located at www.ctslink.com.

Certificate Balance”: With respect to any Class of Principal Balance Certificates, Class RR Certificates and the Class ST-VR Certificates, (i) on or prior to the first Distribution Date, an amount equal to the Original Certificate Balance of such Class of Certificates, as specified in the Preliminary Statement hereto and (ii) as of any date of determination after the first Distribution Date, the Certificate Balance of such Class of Certificates on the Distribution Date immediately prior to such date of determination (determined as adjusted pursuant to Section 1.02(iii)).

Certificate Factor”: With respect to any Class of Certificates (other than the Class R and Class S Certificates), as of any date of determination, a fraction, expressed as a decimal carried to at least eight (8) places, the numerator of which is the then related Certificate Balance or Notional Amount, and the denominator of which is the related Original Certificate Balance.

Certificate Owner”: With respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Certificate as reflected on the books of the Depository or on the books of a Depository Participant or on the books of an indirect participating brokerage firm for which a Depository Participant acts as agent.

Certificate Register” and “Certificate Registrar”: The register maintained and registrar appointed pursuant to Section 5.03(a).

Certificateholder” or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register or any beneficial owner thereof; provided, however, that

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solely for the purposes of giving any consent, approval, waiver or taking any action pursuant to this Agreement, any Certificate registered in the name of or beneficially owned by the Master Servicer, any Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator, the Depositor, any Mortgage Loan Seller, a Mortgagor, a Borrower Party or any Affiliate of any of such Persons shall be deemed to be not outstanding (provided that notwithstanding the foregoing, any Controlling Class Certificates owned by an Excluded Controlling Class Holder shall be deemed to be not outstanding as to such Excluded Controlling Class Holder solely with respect to any related Excluded Controlling Class Loan; and provided, further, that any Controlling Class Certificates owned by the General Special Servicer or an Affiliate thereof shall be deemed to be not outstanding as to the General Special Servicer or such Affiliate solely with respect to any related Excluded Special Servicer Loan), and the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent, approval, waiver or take any such action has been obtained; provided, however, that the foregoing restrictions shall not apply in the case of the Master Servicer, any Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator, the Depositor, any Mortgage Loan Seller or any Affiliate of any of such Persons unless such consent, approval or waiver sought from such party would in any way increase its compensation or limit its obligations in the named capacities hereunder or waive a Servicer Termination Event or trigger an Asset Review with respect to such Mortgage Loan; provided, further, that so long as there is no Servicer Termination Event with respect to the Master Servicer or a Special Servicer, the Master Servicer and such Special Servicer or any such Affiliate thereof shall be entitled to exercise such Voting Rights with respect to any issue which could reasonably be believed to adversely affect such party’s compensation or increase its obligations or liabilities hereunder; and provided, further, that such restrictions shall not apply to (i) the exercise of any Special Servicer’s, the Master Servicer’s or the Mortgage Loan Seller’s rights, if any, or any of their Affiliates as a member of the Controlling Class or (ii) any Affiliate of the Depositor, the Master Servicer, any Special Servicer, the Trustee, or the Certificate Administrator that has provided an Investor Certification in which it has certified as to the existence of certain policies and procedures restricting the flow of information between it and the Depositor, the Master Servicer, such Special Servicer, the Trustee, or the Certificate Administrator, as applicable. The Trustee and the Certificate Administrator shall each be entitled to request and rely upon a certificate of the Master Servicer, any Special Servicer or the Depositor in determining whether a Certificate is registered in the name of an Affiliate of such Person. All references herein to “Holders” or “Certificateholders” shall reflect the rights of Certificate Owners as they may indirectly exercise such rights through the Depository and the Depository Participants, except as otherwise specified herein; provided, however, that the parties hereto shall be required to recognize as a “Holder” or “Certificateholder” only the Person in whose name a Certificate is registered in the Certificate Register. The Trustee shall be the Holder of the Lower-Tier Regular Interests for the benefit of the Certificateholders and the Pooled RR Interest Owner.

Certification Parties”: As defined in Section 11.06.

Certification Party”: Any one of the Certification Parties.

Certifying Person”: As defined in Section 11.06.

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Certifying Servicer”: As defined in Section 11.09.

Class”: With respect to any Certificates, Lower-Tier Regular Interests or Trust Subordinate Companion Loan REMIC Regular Interests, all of the Certificates bearing the same alphabetical (and, if applicable, numerical) Class designation, each designated Trust Subordinate Companion Loan REMIC Regular Interest and each designated Lower-Tier Regular Interest.

Class 300P-A Certificate”: A Certificate designated as “Class 300P-A” on the face thereof, in the form of Exhibit A-26 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

Class 300P-A Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the Net Mortgage Rate on the Trust Subordinate Companion Loan for such Distribution Date.

Class 300P-B Certificate”: A Certificate designated as “Class 300P-B” on the face thereof, in the form of Exhibit A-27 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

Class 300P-B Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the Net Mortgage Rate on the Trust Subordinate Companion Loan for such Distribution Date.

Class 300P-C Certificate”: A Certificate designated as “Class 300P-C” on the face thereof, in the form of Exhibit A-28 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

Class 300P-C Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the Net Mortgage Rate on the Trust Subordinate Companion Loan for such Distribution Date.

Class 300P-D Certificate”: A Certificate designated as “Class 300P-D” on the face thereof, in the form of Exhibit A-29 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

Class 300P-D Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the Net Mortgage Rate on the Trust Subordinate Companion Loan for such Distribution Date.

Class 300P-E Certificate”: A Certificate designated as “Class 300P-E” on the face thereof, in the form of Exhibit A-30 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

Class 300P-E Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the Net Mortgage Rate on the Trust Subordinate Companion Loan for such Distribution Date.

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Class 300P-RR Certificate”: A Certificate designated as “Class 300P-RR” on the face thereof, in the form of Exhibit A-31 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

Class 300P-RR Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the Net Mortgage Rate on the Trust Subordinate Companion Loan for such Distribution Date.

Class A Certificate”: Any Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB and Class A-S Certificate.

Class A-1 Certificate”: A Certificate designated as “Class A-1” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

Class A-1 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 0.6230%.

Class A-2 Certificate”: A Certificate designated as “Class A-2” on the face thereof, in the form of Exhibit A-2 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

Class A-2 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 1.9770%.

Class A-3 Certificate”: A Certificate designated as “Class A-3” on the face thereof, in the form of Exhibit A-3 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

Class A-3 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 1.9060%.

Class A-4 Certificate”: A Certificate designated as “Class A-4” on the face thereof, in the form of Exhibit A-4 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

Class A-4 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.2680%.

Class A-5 Certificate”: A Certificate designated as “Class A-5” on the face thereof, in the form of Exhibit A-5 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

Class A-5 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.5770%.

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Class A-S Certificate”: A Certificate designated as “Class A-S” on the face thereof, in the form of Exhibit A-13 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

Class A-S Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.8470%.

Class A-SB Certificate”: A Certificate designated as “Class A-SB” on the face thereof, in the form of Exhibit A-6 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

Class A-SB Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.2710%.

Class A-SB Scheduled Principal Balance”: With respect to any Distribution Date, the planned principal amount for such Distribution Date specified in Schedule 2 hereto relating to the Class A-SB Certificates.

Class B Certificate”: A Certificate designated as “Class B” on the face thereof, in the form of Exhibit A-14 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

Class B Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.6350%.

Class C Certificate”: A Certificate designated as “Class C” on the face thereof, in the form of Exhibit A-15 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

Class C Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 3.2010% and (ii) the Pooled Weighted Average Net Mortgage Rate for such Distribution Date.

Class D Certificate”: A Certificate designated as “Class D” on the face thereof, in the form of Exhibit A-16 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

Class D Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.0000%.

Class E Certificate”: A Certificate designated as “Class E” on the face thereof, in the form of Exhibit A-17 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

Class E Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.0000%.

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Class F Certificate”: A Certificate designated as “Class F” on the face thereof, in the form of Exhibit A-18 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

Class F Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.3750%.

Class G Certificate”: A Certificate designated as “Class G” on the face thereof, in the form of Exhibit A-19 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

Class G Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.3750%.

Class H Certificate”: A Certificate designated as “Class H” on the face thereof, in the form of Exhibit A-20 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

Class H Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.3750%.

Class L300PA Uncertificated Interest”: An uncertificated regular interest in the Amazon Seattle Trust Subordinate Companion Loan REMIC which is held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.

Class L300PB Uncertificated Interest”: An uncertificated regular interest in the Amazon Seattle Trust Subordinate Companion Loan REMIC which is held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.

Class L300PC Uncertificated Interest”: An uncertificated regular interest in the Amazon Seattle Trust Subordinate Companion Loan REMIC which is held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.

Class L300PD Uncertificated Interest”: An uncertificated regular interest in the Amazon Seattle Trust Subordinate Companion Loan REMIC which is held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.

Class L300PE Uncertificated Interest”: An uncertificated regular interest in the Amazon Seattle Trust Subordinate Companion Loan REMIC which is held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.

Class L300PRR Uncertificated Interest”: An uncertificated regular interest in the Amazon Seattle Trust Subordinate Companion Loan REMIC which is held as an asset of the

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Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.

Class 300P-R Interest”: The uncertificated residual interest in the Amazon Seattle Trust Subordinate Companion Loan REMIC, represented by the Class R Certificates.

Class LA1 Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.

Class LA2 Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.

Class LA3 Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.

Class LA4 Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.

Class LA5 Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.

Class LAS Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.

Class LASB Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.

Class LB Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.

Class LC Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and has the Original

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Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.

Class LD Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.

Class LE Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.

Class LF Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.

Class LG Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.

Class LH Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.

Class LR Interest”: The uncertificated residual interest in the Lower-Tier REMIC, represented by the Class R Certificates.

Class LRR Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.

Class R Certificate”: A Certificate designated as “Class R” on the face thereof in the form of Exhibit A-21 hereto, and evidencing the sole class of “residual interests” in each of the Upper-Tier REMIC, Lower-Tier REMIC and Trust Subordinate Companion Loan REMICs for purposes of the REMIC Provisions and representing the beneficial ownership of the Loan REMIC Residual Interest.

Class RR Certificate”: A Certificate designated as “Class RR” on the face thereof, in the form of Exhibit A-23 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and beneficial ownership of a portion of the Class S Specific Grantor Trust Assets.

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Class S Certificate”: A Certificate designated as “Class S” on the face thereof, in the form of Exhibit A-22 hereto, and evidencing beneficial ownership of a portion of the Class S Specific Grantor Trust Assets.

Class S Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) any Excess Interest and (ii) amounts held from time to time in the Excess Interest Distribution Account.

Class ST-A Certificate”: A Certificate designated as “Class ST-A” on the face thereof, in the form of Exhibit A-24 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

Class ST-A Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the Net Mortgage Rate on the SOMA Teleco Office Trust Subordinate Companion Loan for such Distribution Date.

Class ST-VR Certificate”: A Certificate designated as “Class ST-VR” on the face thereof, in the form of Exhibit A-25 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

Class ST-R Interest”: The uncertificated residual interest in the SOMA Teleco Office Trust Subordinate Companion Loan REMIC, represented by the Class R Certificates.

Class LSTA Uncertificated Interest”: An uncertificated regular interest in the SOMA Teleco Office Trust Subordinate Companion Loan REMIC which is held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.

Class LSTVR Uncertificated Interest”: An uncertificated regular interest in the SOMA Teleco Office Trust Subordinate Companion Loan REMIC which is held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.

Class UR Interest”: The uncertificated residual interest in the Upper-Tier REMIC, represented by the Class R Certificates.

Class X Certificates”: The Class X-A, Class X-B, Class X-D, Class X-F, Class X-G and Class X-H Certificates, as the context may require.

Class X-A Certificate”: A Certificate designated as “Class X-A” on the face thereof, in the form of Exhibit A-7 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

Class X-A Notional Amount”: As of any date of determination, the aggregate of the Certificate Balances of the Class A Certificates.

Class X-A Pass-Through Rate”: The Pass-Through Rate for Class X-A Certificates for any Distribution Date will equal the excess, if any of (a) the Pooled Weighted

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Average Net Mortgage Rate for the related Distribution Date, over (b) the weighted average of the Pass-Through Rates on the Class A Certificates for such Distribution Date, weighted on the basis of their respective Certificate Balances immediately prior to the Distribution Date. The Pass-Through Rate applicable to the Class X-A Certificates for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.

Class X-B Certificate”: A Certificate designated as “Class X-B” on the face thereof, in the form of Exhibit A-8 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

Class X-B Notional Amount”: As of any date of determination, the aggregate of the Certificate Balances of the Class B and Class C Certificates.

Class X-B Pass-Through Rate”: The Pass-Through Rate for Class X-B Certificates for any Distribution Date will equal the excess, if any of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the weighted average of the Pass-Through Rates on the Class B and Class C Certificates for such Distribution Date, weighted on the basis of their respective Certificate Balances immediately prior to the Distribution Date. The Pass-Through Rate applicable to the Class X-B Certificates for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.

Class X-D Certificate”: A Certificate designated as “Class X-D” on the face thereof, in the form of Exhibit A-9 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

Class X-D Notional Amount”: As of any date of determination, the aggregate of the Certificate Balances of the Class D and Class E Certificates.

Class X-D Pass-Through Rate”: The Pass-Through Rate for Class X-D Certificates for any Distribution Date will equal the excess, if any of (a) the Pooled Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the weighted average of the Pass-Through Rates on the Class D and Class E Certificates for such Distribution Date, weighted on the basis of their respective Certificate Balances immediately prior to the Distribution Date. The Pass-Through Rate applicable to the Class X-D Certificates for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.

Class X-F Certificate”: A Certificate designated as “Class X-F” on the face thereof, in the form of Exhibit A-10 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

Class X-F Notional Amount”: As of any date of determination, the Certificate Balance of the Class F Certificates.

Class X-F Pass-Through Rate”: The Pass-Through Rate for Class X-F Certificates for any Distribution Date will equal the excess, if any of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the Pass-Through Rate on the Class F Certificates for such Distribution Date. The Pass-Through Rate applicable to the

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Class X-F Certificates for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.

Class X-G Certificate”: A Certificate designated as “Class X-G” on the face thereof, in the form of Exhibit A-11 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

Class X-G Notional Amount”: As of any date of determination, the Certificate Balance of the Class G Certificates.

Class X-G Pass-Through Rate”: The Pass-Through Rate for Class X-G Certificates for any Distribution Date will equal the excess, if any of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the Pass-Through Rate on the Class G Certificates for such Distribution Date. The Pass-Through Rate applicable to the Class X-G Certificates for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.

Class X-H Certificate”: A Certificate designated as “Class X-H” on the face thereof, in the form of Exhibit A-12 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

Class X-H Notional Amount”: As of any date of determination, the Certificate Balance of the Class H Certificates.

Class X-H Pass-Through Rate”: The Pass-Through Rate for Class X-H Certificates for any Distribution Date will equal the excess, if any of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the Pass-Through Rate on the Class H Certificates for such Distribution Date. The Pass-Through Rate applicable to the Class X-H Certificates for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.

Clearing Agency”: An organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act. The initial Clearing Agency shall be DTC.

Clearstream”: Clearstream Banking, Luxembourg or any successor thereto.

Closing Date”: April 29, 2021.

CMBS”: Commercial mortgage-backed securities.

Co-Lender Agreement”: (a) Each of 30 Hudson Yards 67 Co-Lender Agreement, the 141 Livingston Co-Lender Agreement, the 909 Third Avenue Co-Lender Agreement, the 1985 Marcus Co-Lender Agreement, the Amazon Seattle Co-Lender Agreement, the At Home – Willow Grove Co-Lender Agreement, the Boca Office Portfolio Co-Lender Agreement, the Burlingame Point Co-Lender Agreement, the Cabinetworks Portfolio Co-Lender Agreement, The Galleria Office Towers Co-Lender Agreement, the JW Marriott Nashville Co-Lender Agreement, the Phillips Point Co-Lender Agreement, the SOMA Teleco Office Co-Lender Agreement and the U.S. Industrial Portfolio VI Co-Lender Agreement, and any intercreditor

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agreement entered into in connection with the issuance to the direct or indirect equity holders in the Mortgagor of any existing mezzanine indebtedness or any future mezzanine indebtedness permitted under the related Mortgage Loan documents and (b) solely with respect to a Joint Mortgage Loan treated as a Serviced Whole Loan in accordance with Section 3.38 hereof (to the extent there is no related Co-Lender Agreement governing the relationship of the promissory notes comprising such Joint Mortgage Loan), the applicable Mortgage Loan documents together with the provisions of Section 3.38 hereof.

Code”: The Internal Revenue Code of 1986, as amended from time to time, and applicable final or temporary regulations of the U.S. Department of the Treasury issued pursuant thereto.

Collateral Deficiency Amount”: With respect to any AB Modified Loan as of any date of determination, the excess of (i) the Stated Principal Balance of such AB Modified Loan (taking into account the related junior note(s) included therein), over (ii) the sum of (in the case of a Whole Loan, solely to the extent allocable to the subject Mortgage Loan or Trust Subordinate Companion Loan, as applicable) (x) the most recent Appraised Value for the related Mortgaged Property or Mortgaged Properties, plus (y) solely to the extent not reflected or taken into account in such Appraised Value and to the extent on deposit with, or otherwise under the control of, the lender as of the date of such determination, any capital or additional collateral contributed by the related Mortgagor at the time the Mortgage Loan or Trust Subordinate Companion Loan became (and as part of the modification related to) such AB Modified Loan for the benefit of the related Mortgaged Property or Mortgaged Properties (provided that in the case of a Non-Serviced Mortgage Loan, the amounts set forth in this clause (y) will be taken into account solely to the extent relevant information is received by the Master Servicer), plus (z) any other escrows or reserves (in addition to any amounts set forth in the immediately preceding clause (y)) held by the lender in respect of such AB Modified Loan as of the date of such determination. The Certificate Administrator, the Operating Advisor and the Master Servicer shall be entitled to conclusively rely on the applicable Special Servicer’s calculation or determination of any Collateral Deficiency Amount with respect to Mortgage Loans other than any Non-Serviced Mortgage Loan. The Certificate Administrator, the Operating Advisor and the applicable Special Servicer shall be entitled to conclusively rely on the applicable Special Servicer’s calculation or determination of any Collateral Deficiency Amount with respect to Non-Serviced Mortgage Loans.

Collection Account”: A segregated custodial account or accounts created and maintained by the Master Servicer pursuant to Section 3.04(a) on behalf of the Trustee for the benefit of the Certificateholders and the Pooled RR Interest Owner, which shall be entitled “Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of Benchmark 2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25, and the Pooled RR Interest Owner, Collection Account”. Any such account or accounts shall be an Eligible Account. Subject to the related Co-Lender Agreement and taking into account that each Companion Loan is subordinate or pari passu, as applicable, to the related Serviced Mortgage Loan to the extent set forth in the related Co-Lender Agreement, the subaccount described in the second paragraph of Section 3.04(b) that is part of the Collection Account shall be for the benefit of the related Companion Holder, to the extent

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funds on deposit in such subaccount are attributed to such Companion Loan and shall not be an asset of the Trust or any Trust REMIC formed hereunder.

Collection Period”: With respect to each Distribution Date and any Mortgage Loan, Whole Loan or Trust Subordinate Companion Loan, the period commencing on the day immediately succeeding the Due Date for such Mortgage Loan, Whole Loan or Trust Subordinate Companion Loan occurring in the month preceding the month in which that Distribution Date occurs or the date that would have been the Due Date if such Mortgage Loan, Whole Loan or Trust Subordinate Companion Loan had a Due Date in such preceding month and ending on and including the Due Date for such Mortgage Loan, Whole Loan or Trust Subordinate Companion Loan occurring in the month in which that Distribution Date occurs. Notwithstanding the foregoing, in the event that the last day of a Collection Period (or applicable Grace Period) is not a Business Day, any Periodic Payments received with respect to the Mortgage Loans, any related Whole Loan or Trust Subordinate Companion Loan relating to such Collection Period on the Business Day immediately following such day shall be deemed to have been received during such Collection Period and not during any other Collection Period.

Commission”: The Securities and Exchange Commission.

Companion Holders”: Each of the holders of record of any Companion Loan.

Companion Loan(s)”: With respect to any Mortgage Loan, any other mortgage loan that is secured by the same Mortgage(s) encumbering the same Mortgaged Property or portfolio of Mortgaged Properties as such Mortgage Loan. With respect to each Whole Loan, the Pari Passu Companion Loan(s) and the AB Subordinate Companion Loan(s) (if any) are evidenced by the promissory notes opposite such Whole Loan, set forth in the chart entitled “Whole Loans” in the Preliminary Statement, as such promissory notes may be further divided. For the avoidance of doubt, the Companion Loans (other than the Trust Subordinate Companion Loans) are not included in the Trust.

Companion Loan Rating Agency”: means, with respect to any Serviced Companion Loan, any rating agency that was engaged by a participant in the securitization of such Serviced Companion Loan to assign a rating to the related Serviced Companion Loan Securities.

Companion Loan Rating Agency Confirmation”: With respect to any matter involving the servicing and administration of a Serviced Companion Loan or any related REO Property as to which any Serviced Companion Loan Securities exist (including, but not limited to, the replacement of a Master Servicer or the applicable Special Servicer), confirmation in writing (which may be in electronic form) by each applicable Companion Loan Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned to any class of such Serviced Companion Loan Securities (if then rated by the Companion Loan Rating Agency); provided that upon receipt of a written waiver or other acknowledgment from the Companion Loan Rating Agency indicating its decision not to review or declining to review the matter for which the Companion Loan Rating Agency Confirmation is sought, or as otherwise provided in Section 3.25 of this Agreement, the requirement for the Companion Loan Rating

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Agency Confirmation from the applicable Companion Loan Rating Agency with respect to such matter shall not apply.

Companion Paying Agent”: With respect to the Serviced Companion Loans (other than the Trust Subordinate Companion Loan), if any, the Master Servicer in its role as Companion Paying Agent appointed pursuant to Section 3.27.

Companion Register”: The register maintained by the Companion Paying Agent pursuant to Section 3.28.

Compensating Interest Payments”: With respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced Pari Passu Companion Loan and Trust Subordinate Companion Loan, an amount as of any Distribution Date equal to the lesser of (i) the aggregate amount of Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect of the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and any related Serviced Pari Passu Companion Loan and Trust Subordinate Companion Loan (in each case other than a Specially Serviced Mortgage Loan if the applicable Special Servicer allowed a prepayment on such Mortgage Loan, Serviced Pari Passu Companion Loan or Trust Subordinate Companion Loan on a date other than the applicable Due Date) for the related Distribution Date and (ii) the aggregate of (A) a portion of the Master Servicer’s Servicing Fees for such Distribution Date calculated at a rate of 0.00125% per annum on each Mortgage Loan (other than any Non-Serviced Mortgage Loan) (and, so long as a Whole Loan is serviced under this Agreement, any related Serviced Pari Passu Companion Loan), (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection Period with respect to the Mortgage Loans (other than any Non-Serviced Mortgage Loan) (and, so long as a Serviced Whole Loan is serviced hereunder, any related Serviced Whole Loan) subject to such prepayment and (C) to the extent earned on Principal Prepayments, Net Investment Earnings payable to the Master Servicer for such Collection Period received by the Master Servicer during such Collection Period with respect to the Mortgage Loan (other than any Non-Serviced Mortgage Loan) (and, so long as a Whole Loan is serviced hereunder, any related Serviced Whole Loan), as applicable, subject to such prepayment. In no event will the rights of the Certificateholders or the Pooled RR Interest Owner to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. However, if a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan as a result of the Master Servicer’s allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Mortgage Loan documents regarding Principal Prepayments (other than (V) a Non-Serviced Mortgage Loan, (W) subsequent to a default under the related Mortgage Loan documents or if the Mortgage Loan is a Specially Serviced Mortgage Loan, (X) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such Principal Prepayment in accordance with the Servicing Standard, (Y) at the request or with the consent of the applicable Special Servicer or, for so long as no Control Termination Event is continuing, and only with respect to the Mortgage Loans other than an applicable Excluded Loan, the Directing Holder or (Z) in connection with the payment of any Insurance and Condemnation Proceeds, unless the Master Servicer did not apply the proceeds thereof in accordance with the terms of the related Mortgage Loan documents and such failure causes the shortfall), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the Master Servicer shall pay, without regard to

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clause (1)(ii) above, the aggregate amount of Prepayment Interest Shortfalls with respect to such Mortgage Loan, otherwise described in clause (1)(i) above in connection with such Prohibited Prepayments.

For the avoidance of doubt, Compensating Interest Payments with respect to each Serviced Whole Loan shall be allocated among the related Mortgage Loan and related Serviced Pari Passu Companion Loan(s) and the related Trust Subordinate Companion Loan, pro rata, in accordance with their respective principal balances.

Consultation Termination Event”: At any date at which

(a)                with respect to any Mortgage Loan (other than a Serviced AB Mortgage Loan or a Servicing Shift Mortgage Loan) or Serviced Whole Loan (other than a Serviced AB Whole Loan or a Servicing Shift Whole Loan) (i) no Class of Control Eligible Certificates exists where such Class’s aggregate Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts, (ii) a Holder of the Class G Certificates is the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder, and such rights have not been reinstated to a successor Controlling Class Certificateholder pursuant to Section 3.23(k); provided that no Consultation Termination Event resulting solely from the operation of clause (ii) shall be deemed to have existed or be continuing with respect to a successor Holder of Class G Certificates that has not irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder, or (iii) such Mortgage Loan or Whole Loan is an applicable Excluded Loan;

(b)               with respect to a Serviced AB Whole Loan (other than the SOMA Teleco Office Whole Loan and the Amazon Seattle Whole Loan), when an AB Control Appraisal Period is continuing and (i) no Class of Control Eligible Certificates exists where such Class’s aggregate Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts, (ii) a Holder of the Class G Certificates is the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder, and such rights have not been reinstated to a successor Controlling Class Certificateholder pursuant to Section 3.23(k); provided that no Consultation Termination Event resulting solely from the operation of clause (ii) shall be deemed to have existed or be continuing with respect to a successor Holder of Class G Certificates that has not irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder, or (iii) such Mortgage Loan or Whole Loan is an Excluded Loan;

(c)                with respect to the SOMA Teleco Office Whole Loan, when a SOMA Teleco Office Control Appraisal Period is continuing and (i) no Class of Control Eligible Certificates exists where such Class’s aggregate Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts, (ii) a Holder of the Class G

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Certificates is the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder, and such rights have not been reinstated to a successor Controlling Class Certificateholder pursuant to Section 3.23(k); provided that no Consultation Termination Event resulting solely from the operation of clause (ii) shall be deemed to have existed or be continuing with respect to a successor Holder of Class G Certificates that has not irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder, or (iii) such Mortgage Loan or Whole Loan is an Excluded Loan; and

(d)               with respect to the Amazon Seattle Whole Loan, when an Amazon Seattle Control Appraisal Period is continuing and (i) no Class of Control Eligible Certificates exists where such Class’s aggregate Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts, (ii) a Holder of the Class G Certificates is the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder, and such rights have not been reinstated to a successor Controlling Class Certificateholder pursuant to Section 3.23(k); provided that no Consultation Termination Event resulting solely from the operation of clause (ii) shall be deemed to have existed or be continuing with respect to a successor Holder of Class G Certificates that has not irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder, or (iii) such Mortgage Loan or Whole Loan is an Excluded Loan;

provided that no Consultation Termination Event may occur with respect to the Loan-Specific Directing Holder related to a Servicing Shift Whole Loan and the term “Consultation Termination Event” shall not be applicable to the Loan-Specific Directing Holder related to such Servicing Shift Whole Loan; provided, further, that if at any time, the Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D, Class E and Class F Certificates have been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans, then no Consultation Termination Event will be deemed to occur.

Control Eligible Certificates”: Any of the Class G and Class H Certificates.

Control Termination Event”: The occurrence of

(a)                with respect to any Mortgage Loan (other than a Serviced AB Mortgage Loan or a Servicing Shift Mortgage Loan) or Serviced Whole Loan (other than a Serviced AB Whole Loan or a Servicing Shift Whole Loan) (i) the Certificate Balance of the Class G Certificates (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with Section 4.05 hereof) being reduced to less than 25% of the Original Certificate Balance of such Class, (ii) a Holder of the Class G Certificates becoming the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor Controlling Class Certificateholder

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pursuant to Section 3.23(k); provided that no Control Termination Event resulting solely from the operation of clause (ii) will be deemed to have existed or be in continuance with respect to a successor holder of Class G Certificates that has not irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder, or (iii) such Mortgage Loan or Whole Loan becoming an applicable Excluded Loan;

(b)               with respect to a Serviced AB Whole Loan (other than the SOMA Teleco Office Whole Loan and the Amazon Seattle Whole Loan), when an AB Control Appraisal Period is continuing and (i) the Certificate Balance of the Class G Certificates (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with Section 4.05 hereof) being reduced to less than 25% of the Original Certificate Balance of such Class, (ii) a Holder of the Class G Certificates becoming the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor Controlling Class Certificateholder pursuant to Section 3.23(k); provided that no Control Termination Event resulting solely from the operation of clause (ii) will be deemed to have existed or be continuing with respect to a successor holder of Class G Certificates that has not irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder, or (iii) such Mortgage Loan or Whole Loan becoming an applicable Excluded Loan; and

(c)                with respect to the SOMA Teleco Office Whole Loan, when a SOMA Teleco Office Control Appraisal Period has occurred and is continuing and (i) the Certificate Balance of the Class G Certificates (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with Section 4.05 hereof) being reduced to less than 25% of the Original Certificate Balance of such Class, (ii) a Holder of the Class G Certificates becoming the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor Controlling Class Certificateholder pursuant to Section 3.23(k); provided that no Control Termination Event resulting solely from the operation of clause (ii) will be deemed to have existed or be continuing with respect to a successor holder of Class G Certificates that has not irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder, or (iii) such Mortgage Loan or Whole Loan becoming an applicable Excluded Loan; and

(d)               with respect to the Amazon Seattle Whole Loan, when an Amazon Seattle Appraisal Period has occurred and is continuing and (i) the Certificate Balance of the Class G Certificates (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with Section 4.05 hereof) being reduced to less than 25% of the Original Certificate Balance of such Class, (ii) a Holder of the Class G Certificates becoming the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor Controlling Class Certificateholder

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pursuant to Section 3.23(k); provided that no Control Termination Event resulting solely from the operation of clause (ii) will be deemed to have existed or be continuing with respect to a successor holder of Class G Certificates that has not irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder, or (iii) such Mortgage Loan or Whole Loan becoming an applicable Excluded Loan;

provided that no Control Termination Event may occur with respect to the Loan-Specific Directing Holder related to a Servicing Shift Whole Loan and the term “Control Termination Event” shall not be applicable to the Loan-Specific Directing Holder related to such Servicing Shift Whole Loan; provided, further, that if at any time, the Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D, Class E and Class F Certificates have been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans, then no Control Termination Event will be deemed to occur.

Controlling Class”: As of any date of determination, the most subordinate Class of Control Eligible Certificates then outstanding that has a then aggregate Certificate Balance as notionally reduced by any Cumulative Appraisal Reduction Amounts allocable to such Class in accordance with Section 4.05(a), at least equal to 25% of the Original Certificate Balance of that Class; provided that if, at any time, the Certificate Balances of all Control Eligible Certificates, as notionally reduced by any Appraisal Reduction Amounts (but without regard to any Collateral Deficiency Amount) allocable to such Classes, have been reduced to zero, the Controlling Class will be the most senior Class of Control Eligible Certificates that has a principal balance greater than zero; provided, further that if at any time the Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D, Class E and Class F Certificates have been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans, then the “Controlling Class” will be the most subordinate Class of Control Eligible Certificates that has an aggregate Certificate Balance greater than zero without regard to the application of Appraisal Reduction Amounts (or any Collateral Deficiency Amount) to notionally reduce the Certificate Balance of such Class. The Controlling Class as of the Closing Date will be the Class H Certificates.

Controlling Class Certificateholders”: Each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling Class as determined by the Certificate Registrar, from time to time, upon request by any party hereto. The Depositor, the Trustee, the Master Servicer, any Special Servicer, the Operating Advisor and, for so long as no Consultation Termination Event is continuing, the Controlling Class Representative, may from time to time request (the cost of which being an expense of the Trust) that the Certificate Administrator provide a list of the Holders (or Certificate Owners, if applicable) of the Controlling Class and the Certificate Administrator shall promptly provide such list without charge to such Trustee, Master Servicer, Operating Advisor or Special Servicers, as applicable. The Trustee, the Master Servicer, the Special Servicers and the Operating Advisor shall be entitled to rely on any such list so provided.

Controlling Class Representative”: The initial Controlling Class Representative shall be RREF IV Debt AIV, LP. Thereafter, the Controlling Class Representative shall be the Controlling Class Certificateholder (or a representative thereof) selected by more than 50% of

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the Controlling Class Certificateholders, (by Certificate Balance, as determined by the Certificate Registrar from time to time); provided, however, that (i) absent that selection, or (ii) until a Controlling Class Representative is so selected or (iii) upon receipt of a notice from a majority of the Controlling Class Certificateholders, by Certificate Balance, that a Controlling Class Representative is no longer designated, then the Controlling Class Certificateholder that represents that it owns the largest aggregate Certificate Balance of the Controlling Class (with evidence of ownership) or a representative thereof, will be the Controlling Class Representative; provided, however, that, in the case of this clause (iii), in the event that no one Holder owns the largest aggregate Certificate Balance of the Controlling Class, then there will be no Controlling Class Representative until appointed in accordance with the terms of this Agreement. During the continuance of a Control Termination Event, the Controlling Class Representative shall only retain its consultation rights to the extent specifically provided for herein. After the occurrence and continuation of a Consultation Termination Event, there will be no Controlling Class Representative. The Depositor shall promptly provide the name and contact information for the initial Controlling Class Representative upon request of any party to this Agreement and any such requesting party may conclusively rely on the name and contact information provided by the Depositor. In the event the Controlling Class Certificateholder has elected to irrevocably waive its right to appoint a Controlling Class Representative or to exercise any of the rights of the Controlling Class Certificateholder, there will be no Controlling Class Representative and no party will be entitled to exercise any of the rights of the Controlling Class Representative until such time as a Controlling Class Certificateholder is reinstated pursuant to Section 3.23(k) hereof and a new Controlling Class Representative is appointed in accordance with the terms hereof. The Certificate Administrator and the other parties hereto shall be entitled to assume that the identity of the Controlling Class Representative has not changed until such parties receive written notice of a replacement of the Controlling Class Representative from a party holding the requisite interest in the Controlling Class, or the resignation of the then-current Controlling Class Representative.

Corporate Trust Office”: The principal corporate trust offices of the Trustee and the Certificate Administrator at which at any particular time its corporate trust business with respect to this Agreement shall be administered, which offices at the date of the execution of this Agreement are located (i) with respect to Certificate Transfers and surrenders, at Wells Fargo Bank, 600 South 4th Street, 7th Floor, MAC: N9300-070, Minneapolis, Minnesota 55415, Attention: Certificate Transfer Services - BMARK 2021-B25; and (ii) with respect to the Trustee at 9062 Old Annapolis Road, Columbia, Maryland, 21045-1951; and (iii) for all other purposes, to the Certificate Administrator at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951, Attention: Corporate Trust Services (CMBS) BMARK 2021-B25.

Corrected Loan”: Any Specially Serviced Mortgage Loan that has become current and remained current for three (3) consecutive Periodic Payments (for such purposes taking into account any modification or amendment of the related Mortgage Loan or Companion Loan, as applicable, whether by a consensual modification or in connection with a bankruptcy, insolvency or similar proceeding involving the Mortgagor), and (provided that no additional default is foreseeable in the reasonable judgment of the applicable Special Servicer and no other event or circumstance exists that causes such Mortgage Loan or Companion Loan, as applicable, to otherwise constitute a Specially Serviced Mortgage Loan) the servicing of which the applicable Special Servicer has returned to the Master Servicer pursuant to Section 3.19(a).

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COVID-19 Emergency”: The national emergency concerning the novel coronavirus disease (COVID-19) outbreak declared by the President on March 13, 2020 under the National Emergencies Act (50 U.S.C. 1601 et seq.).

COVID Modification”: A modification of, or forbearance or waiver in respect of, a Mortgage Loan that satisfies each of the following conditions:

(i)                prior to the modification or forbearance or waiver, the related Mortgagor certified to the applicable Special Servicer that it is seeking limited relief from the terms of the related Mortgage Loan Documents because it is experiencing a financial hardship due, directly or indirectly, to the COVID-19 Emergency;

(ii)                the related modification or forbearance or waiver provides for (a) the temporary forbearance, waiver or deferral with respect to payment obligations or operating covenants, (b) the temporary alternative use of funds on deposit in any reserve account or escrow account for any purpose other than the explicit purpose provided for in the related Mortgage Loan Documents, or (c) such other modifications, forbearance or waiver that is related or incidental to clause (a) or clause (b) as may be reasonably determined by the applicable Special Servicer in accordance with the Servicing Standard to address a financial hardship due, directly or indirectly, to the COVID-19 Emergency;

(iii)                the related COVID Modification Agreement is entered into prior to the date that is nine months following the Closing Date;

(iv)                if a default or event of default existed under the Mortgage Loan prior to the modification or forbearance or waiver, the related COVID Modification Agreement provides that such default or event of default is cured or deemed no longer outstanding;

(v)                any COVID Modification Agreement (a) does not defer more than 3 monthly debt service payments under the Mortgage Loan, and (b) requires that any payments deferred in accordance with clause (ii)(a) above or reserve or escrow amounts used for alternate purposes in accordance with clause (ii)(b) above are repaid or restored in full within 12 months of the date of the first COVID Modification Agreement with respect to such Mortgage Loan; and

(vi)                the related COVID Modification Agreement may (but shall not be required to) provide that (a) the Mortgage Loan will be full recourse to the Mortgagor (and that such recourse obligation is a guaranteed obligation under the related borrower sponsor guaranty) if the certification described in clause (i) is false or misleading, and/or (b) that a cash trap or sweep event will be deemed to have occurred under the terms of the Mortgage Loan Documents.

COVID Modification Agreement”: The agreement or agreements pursuant to which a COVID Modification is effected.

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COVID Modified Loan”: A Serviced Mortgage Loan and, if applicable, any related Serviced Companion Loan, that is subject to a COVID Modification.

Credit Risk Retention Compliance Agreements”: As defined in Section 3.32(a).

CREFC®”: The Commercial Real Estate Finance Council®, or any successor organization reasonably acceptable to the Certificate Administrator, the Master Servicer, each Special Servicer and, prior to the occurrence and continuance of a Control Termination Event, the Controlling Class Representative.

CREFC® Advance Recovery Report”: The monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “Advance Recovery Report” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.

CREFC® Appraisal Reduction Amount Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Appraisal Reduction Amount Template” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.

CREFC® Bond Level File”: The data file in the “CREFC® Bond Level File” format substantially in the form of and containing the information called for therein, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.

CREFC® Collateral Summary File”: The data file in the “CREFC® Collateral Summary File” format substantially in the form of and containing the information called for therein, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.

CREFC® Comparative Financial Status Report”: The monthly report in “Comparative Financial Status Report” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.

CREFC® Delinquent Mortgage Loan Status Report”: The monthly report in the “Delinquent Loan Status Report” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.

CREFC® Financial File”: The data file in the “CREFC® Financial File” format substantially in the form of and containing the information called for therein for the Mortgage

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Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.

CREFC® Historical Bond/Collateral Realized Loss Reconciliation Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Historical Bond/Collateral Realized Loss Reconciliation Template” available and effective from time to time on the CREFC® Website.

CREFC® Historical Liquidation Loss Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Historical Liquidation Loss Template” available and effective from time to time on the CREFC® Website.

CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report”: The monthly report in the “Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.

CREFC® Intellectual Property Royalty License Fee”: With respect to each Mortgage Loan, REO Loan (including any portion of an REO Loan related to a Trust Subordinate Companion Loan, but excluding the portion of an REO Loan related to any other Serviced Companion Loan) and Trust Subordinate Companion Loan and for any Distribution Date, the amount accrued during the related Interest Accrual Period at the CREFC® Intellectual Property Royalty License Fee Rate on the Stated Principal Balance of such Mortgage Loan, REO Loan or Trust Subordinate Companion Loan as of the close of business on the Distribution Date in such Interest Accrual Period; provided that such amounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed due on the related Mortgage Loan, REO Loan or Trust Subordinate Companion Loan is computed and shall be prorated for partial periods. For the avoidance of doubt, the CREFC® Intellectual Property Royalty License Fee shall be deemed payable by the Master Servicer from the Lower-Tier REMIC or Grantor Trust, as applicable.

CREFC® Intellectual Property Royalty License Fee Rate”: With respect to each Mortgage Loan, REO Loan and Trust Subordinate Companion Loan, a rate equal to 0.0005% per annum.

CREFC® Interest Shortfall Reconciliation Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Interest Shortfall Reconciliation Template” available and effective from time to time on the CREFC® Website.

CREFC® Investor Reporting Package”: The collection of reports specified by the CREFC® from time to time as the “CREFC® Investor Reporting Package.” As of the Closing Date, the CREFC® Investor Reporting Package contains eight electronic files ((1) CREFC® Loan Setup File, (2) CREFC® Loan Periodic Update File, (3) CREFC® Property File, (4) CREFC® Bond Level File, (5) CREFC® Collateral Summary File, (6) CREFC® Financial File,

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(7) CREFC® Special Servicer Loan File and (8) CREFC® Schedule AL File) and nine surveillance reports ((1) CREFC® Servicer Watch List, (2) CREFC® Delinquent Mortgage Loan Status Report, (3) CREFC® REO Status Report, (4) CREFC® Comparative Financial Status Report, (5) CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (6) CREFC® Operating Statement Analysis Report, (7) CREFC® NOI Adjustment Worksheet, (8) CREFC® Loan Level Reserve/LOC Report and (9) with respect to Mortgage Loans that have a Companion Loan, the CREFC® Total Loan Report). In addition, the CREFC® Investor Reporting Package shall include the CREFC® Advance Recovery Report. In addition, the CREFC® Investor Reporting Package shall include the following nine templates: (1) CREFC® Appraisal Reduction Amount Template, (2) CREFC® Servicer Realized Loss Template, (3) CREFC® Reconciliation of Funds Template, (4) CREFC® Historical Bond/Collateral Realized Loss Reconciliation Template, (5) CREFC® Historical Liquidation Loss Template, (6) CREFC® Interest Shortfall Reconciliation Template, (7) CREFC® Loan Modification Report, (8) CREFC® Loan Liquidation Report and (9) CREFC® REO Liquidation Report. The CREFC® Investor Reporting Package shall be substantially in the form of, and containing the information called for in, the downloadable forms of the “CREFC® IRP” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information or reports as may from time to time be approved by the CREFC® for commercial mortgage backed securities transactions generally. For the purposes of the production of the CREFC® Comparative Financial Status Report by the Master Servicer or the applicable Special Servicer of any such report that is required to state information for any period prior to the Cut-off Date, the Master Servicer or the applicable Special Servicer, as the case may be, may conclusively rely (without independent verification), absent manifest error, on information provided to it by the Mortgage Loan Sellers or by the related Mortgagor or (x) in the case of such a report produced by the Master Servicer, by the applicable Special Servicer (if other than the Master Servicer or an Affiliate thereof) and (y) in the case of such a report produced by any Special Servicer, by the Master Servicer (if other than such Special Servicer or an Affiliate thereof).

CREFC® License Agreement”: The License Agreement, in the form set forth on the website of CREFC® on the Closing Date, relating to the use of the CREFC® trademarks and trade names.

CREFC® Loan Level Reserve/LOC Report”: The monthly report in the “CREFC® Loan Level Reserve/LOC Report” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.

CREFC® Loan Liquidation Report”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Loan Liquidation Report” available and effective from time to time on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC® for commercial mortgage securities transactions generally.

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CREFC® Loan Modification Report”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Loan Modification Report” available and effective from time to time on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC® for commercial mortgage securities transactions generally.

CREFC® Loan Periodic Update File”: The data file in the “CREFC® Loan Periodic Update File” format substantially in the form of and containing the information called for therein for the Mortgage Loans and the Trust Subordinate Companion Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.

CREFC® Loan Setup File”: The data file in the “CREFC® Loan Setup File” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.

CREFC® NOI Adjustment Worksheet”: The worksheet in the “NOI Adjustment Worksheet” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.

CREFC® Operating Statement Analysis Report”: The report in the “Operating Statement Analysis Report” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.

CREFC® Property File”: The data file in the “CREFC® Property File” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.

CREFC® Reconciliation of Funds Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Reconciliation of Funds Template” available and effective from time to time on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC® for commercial mortgage securities transactions generally.

CREFC® REO Liquidation Report”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “REO Liquidation Report” available and effective from time to time on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from

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time to time be recommended by the CREFC® for commercial mortgage securities transactions generally.

CREFC® REO Status Report”: The monthly report in the “REO Status Report” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.

CREFC® Schedule AL File”: The data file in the “Schedule AL File” format substantially in the form of and containing the information called for by Item 1111(h)(3) or Item 1125 of Regulation AB or Item 601(b)(102) of Regulation S-K under the Securities Act with respect to the Mortgage Loans, or such other form of presentation as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally, which in any case shall include all information required by Item 1111(h)(3) or Item 1125 of Regulation AB or Item 601(b)(102) of Regulation S-K under the Securities Act.

CREFC® Servicer Realized Loss Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Servicer Realized Loss Template” available and effective from time to time on the CREFC® Website.

CREFC® Servicer Watch List”: A monthly report, as of each Determination Date, including and identifying each Non-Specially Serviced Mortgage Loan satisfying the “CREFC® Portfolio Review Guidelines” approved from time to time by the CREFC® in the “CREFC® Servicer Watch List” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form (including other portfolio review guidelines) for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.

CREFC® Special Servicer Loan File”: The data file in the “CREFC® Special Servicer Loan File” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.

CREFC® Total Loan Report”: A monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “Total Loan Report” available as of the Closing Date on the CREFC® Website, or in such other form for the presentation of such information and containing such additional information as may from time to time be adopted by the CREFC® for commercial mortgage-backed securities transactions and is reasonably acceptable to the Master Servicer.

CREFC® Website”: The CREFC® Website located at “www.crefc.org” or such other primary website as the CREFC® may establish for dissemination of its report forms.

CREFI”: Citi Real Estate Funding Inc., a New York corporation.

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Cross-Over Date”: The Distribution Date on which the Certificate Balances of the Subordinate Certificates are (or are expected to be) reduced to zero as a result of the allocation of Pooled Non-VRR Realized Losses to such Certificates.

Crossed Mortgage Loan Group”: With respect to (i) any Mortgage Loan that consists of more than one commercial mortgage loan, the underlying group of loans that are cross-collateralized and cross-defaulted with each other and (ii) any two or more individual Mortgage Loans that are cross-collateralized and cross-defaulted with each other, such cross-collateralized and cross-defaulted Mortgage Loans.

Crossed Underlying Loan”: With respect to any Crossed Mortgage Loan Group, a Mortgage Loan that is cross-collateralized and cross-defaulted with one or more other Mortgage Loans within such Crossed Mortgage Loan Group.

Crossed Underlying Loan Repurchase Criteria”: With respect to any Crossed Mortgage Loan Group as to which one or more (but not all) of the Crossed Underlying Loans therein are affected by a Material Defect (the Crossed Underlying Loan(s) in such Crossed Mortgage Loan Group affected by such Material Defect, for purposes of this definition, the “affected Crossed Underlying Loans” and the other Crossed Underlying Loan(s) in such Crossed Mortgage Loan Group, for purposes of this definition, the “remaining Crossed Underlying Loans”) (i) the weighted average Debt Service Coverage Ratio for all the remaining Crossed Underlying Loans for the four most recently reported calendar quarters preceding the repurchase or substitution shall not be less than the greater of (a) the weighted average Debt Service Coverage Ratio for the entire such Crossed Mortgage Loan Group, including the affected Crossed Underlying Loan(s), for the four most recently reported calendar quarters preceding the repurchase or substitution, and (b) 1.25x, (ii) the weighted average LTV Ratio for all the remaining Crossed Underlying Loans determined at the time of repurchase or substitution based upon an Appraisal obtained by the applicable Special Servicer at the expense of the related Mortgage Loan Seller shall not be greater than the least of (a) the weighted average LTV Ratio for the entire such Crossed Mortgage Loan Group, including the affected Crossed Underlying Loan(s), determined at the time of repurchase or substitution based upon an Appraisal obtained by the applicable Special Servicer at the expense of the related Mortgage Loan Seller, (b) the weighted average LTV Ratio for the entire such Crossed Mortgage Loan Group, including the affected Crossed Underlying Loan(s), as of the Cut-off Date and (c) 75%, (iii) the related Mortgage Loan Seller, at its expense, shall have furnished the Trustee and the Certificate Administrator with an Opinion of Counsel that any modification relating to the repurchase or substitution of a Crossed Underlying Loan shall not cause an Adverse REMIC Event, (iv) the related Mortgage Loan Seller causes the affected Crossed Underlying Loan to become not cross-collateralized and cross-defaulted with the remaining related Crossed Underlying Loans prior to such repurchase or substitution or otherwise forbears from exercising enforcement rights against the Primary Collateral for any Crossed Underlying Loan(s) remaining in the Trust (while the Trust forbears from exercising enforcement rights against the Primary Collateral for the Mortgage Loan removed from the Trust) and (v) (other than with respect to any applicable Excluded Loan) unless a Control Termination Event is continuing, the Directing Holder shall have consented to the repurchase or substitution of the affected Crossed Underlying Loan, which consent shall not be unreasonably withheld, conditioned or delayed.

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Cumulative Appraisal Reduction Amount”: With respect to each Mortgage Loan, as of any date of determination, the sum of (i) all Appraisal Reduction Amounts then in effect, and (ii) with respect to any AB Modified Loan, any Collateral Deficiency Amount then in effect. The Certificate Administrator and the Master Servicer shall be entitled to conclusively rely on the applicable Special Servicer’s calculation or determination of any Cumulative Appraisal Reduction Amount with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Trust Subordinate Companion Loan. With respect to a Non-Serviced Mortgage Loan, the applicable Special Servicer and the Certificate Administrator shall be entitled to conclusively rely on the applicable Non-Serviced Special Servicer’s calculation of any Appraisal Reduction Amount with respect to such Non-Serviced Mortgage Loan and on the applicable Special Servicer’s calculation or determination of any Collateral Deficiency Amount with respect to such Non-Serviced Mortgage Loan.

Custodian”: A Person who is at any time appointed by the Trustee pursuant to Section 8.11 as a document custodian for the Mortgage Files, which Person shall not be the Depositor, any of the Mortgage Loan Sellers or an Affiliate of any of them. The Certificate Administrator shall be the initial Custodian. Wells Fargo Bank, National Association will perform its duties as Custodian hereunder through its Document Custody division (including, as applicable, any agents or affiliates utilized thereby).

Cut-off Date”: With respect to each Mortgage Loan and the Trust Subordinate Companion Loans, the related Due Date of such Mortgage Loan or Trust Subordinate Companion Loan in April 2021, or with respect to any Mortgage Loan or Trust Subordinate Companion Loan that has its first Due Date after April 2021, the date that would have otherwise been the related Due Date in April 2021.

Cut-off Date Principal Balance”: With respect to any Mortgage Loan and the Trust Subordinate Companion Loans, the outstanding principal balance of such Mortgage Loan or Trust Subordinate Companion Loan, as of the Cut-off Date, after application of all payments of principal due on or before such date, whether or not received.

DBNY”: Deutsche Bank AG, New York Branch, a branch of Deutsche Bank AG, a German Bank, authorized by the New York State Department of Financial Services.

DBRS Morningstar”: DBRS, Inc., and its successors in interest. If neither DBRS Morningstar nor any successor remains in existence, “DBRS Morningstar” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer, the Directing Holder and the applicable Special Servicer and specific ratings of DBRS Morningstar herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.

Debt Service Coverage Ratio”: With respect to any Mortgage Loan, for any twelve-month period covered by an annual operating statement for the related Mortgaged Property, the ratio of (i) Net Operating Income produced by the related Mortgaged Property during such period to (ii) the aggregate amount of Periodic Payments (other than any Balloon Payment) due under such Mortgage Loan during such period; provided that with respect to the

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Mortgage Loans identified on Annex A-1 to the Prospectus as paying interest only for a specified period of time set forth in the related Mortgage Loan documents and then paying principal and interest, the related Periodic Payment will be calculated (for purposes of this definition only) to include interest and principal (based on the remaining amortization term indicated in the Mortgage Loan Schedule).

Default Interest”: With respect to any Mortgage Loan or Companion Loan, all interest accrued in respect of such Mortgage Loan or Companion Loan during such Collection Period provided for in the related Mortgage Note or Mortgage as a result of a default (exclusive of late payment charges) that is in excess of interest at the related Mortgage Rate accrued on the unpaid principal balance of such Mortgage Loan or Companion Loan outstanding from time to time.

Defaulted Loan”: A Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan that is a Specially Serviced Mortgage Loan and (i) that is delinquent at least sixty (60) days in respect of its Periodic Payments or delinquent in respect of its Balloon Payment, if any; provided that in respect of a Balloon Payment, such period shall be one hundred twenty (120) days after the related Maturity Date (or for such shorter period beyond the date on which the related Balloon Payment was due within which the refinancing or purchase referred to below is scheduled to occur pursuant to the commitment for refinancing or signed purchase agreement or on which such commitment or signed purchase agreement or on which such commitment or signed purchase agreement terminates) if the related Mortgagor has provided the applicable Special Servicer, within sixty (60) days after the related Maturity Date, with (a) a written and fully executed (subject only to customary final closing conditions) commitment, letter of intent, or otherwise binding application for refinancing or similar document that is, in each case, binding upon an acceptable lender or (b) a signed purchase agreement, in the case of clause (a) or (b), reasonably satisfactory in form and substance to the applicable Special Servicer (and such Special Servicer shall promptly forward a copy of such document to the Master Servicer, if it is not evident that a copy has been delivered to such other party) and (for so long as no Control Termination Event is continuing) the Directing Holder, which provides that such refinancing or purchase will occur within one hundred twenty (120) days of such related Maturity Date; and, in either case, such delinquency is to be determined without giving effect to any Grace Period permitted by the related Mortgage or Mortgage Note and without regard to any acceleration of payments under the related Mortgage and Mortgage Note or (ii) as to which the Master Servicer or applicable Special Servicer has, by written notice to the related Mortgagor, accelerated the maturity of the indebtedness evidenced by the related Mortgage Note. For the avoidance of doubt, a defaulted Companion Loan (other than a Trust Subordinate Companion Loan) does not constitute a “Defaulted Loan”.

Defeasance Accounts”: As defined in Section 3.18(j).

Deficient Exchange Act Deliverable”: With respect to the Master Servicer, any Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator, the Trustee and each Servicing Function Participant and Additional Servicer retained by it, any item (x) regarding such party, (y) prepared by such party or any registered public accounting firm, attorney or other agent retained by such party to prepare such information and (z) delivered by or on behalf of such party pursuant to the delivery requirements

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under ARTICLE XI of this Agreement that does not conform to the applicable Reporting Requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder.

Deficient Valuation”: With respect to any Mortgage Loan or Serviced Whole Loan, as applicable, a valuation by a court of competent jurisdiction of the Mortgaged Property in an amount less than the then outstanding principal balance of such Mortgage Loan or Serviced Whole Loan valuation results from a proceeding initiated under the Bankruptcy Code.

Definitive Certificate”: Any Certificate in definitive, fully registered form without interest coupons. Initially, the Class R Certificates, the Class S Certificates and any Certificate issued pursuant to Sections 5.02(c) and (d) shall be Definitive Certificates.

Delinquent Loan”: A Mortgage Loan that is delinquent at least sixty (60) days in respect of its Periodic Payments or Balloon Payment, if any, in either case such delinquency to be determined without giving effect to any Grace Period. For the avoidance of doubt, (i) the Asset Representations Reviewer shall not perform an Asset Review with respect to any Trust Subordinate Companion Loan at any time and (ii) a delinquency that would have existed but for a COVID Modification will not constitute a delinquency, for so long as the related Mortgagor is complying with the terms of such COVID Modification.

Denomination”: With respect to any Certificate or any beneficial interest in a Certificate the amount (i) (a) set forth on the face thereof, (b) set forth on a schedule attached thereto or (c) in the case of any beneficial interest in a Book-Entry Certificate, the interest of the related Certificate Owner in the applicable Class of Certificates as reflected on the books and records of the Depository or related Depository Participant, as applicable, (ii) expressed in terms of initial Certificate Balance or initial Notional Amount, as applicable, and (iii) in an authorized denomination, as set forth in Section 5.01(a).

Depositor”: GS Mortgage Securities Corporation II, a Delaware corporation, and its successors-in-interest.

Depository”: DTC, or any successor Depository hereafter named. The nominee of the initial Depository for purposes of registering those Certificates that are to be Book-Entry Certificates, is Cede & Co. The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(3) of the UCC of the State of New York and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.

Depository Participant”: A broker, dealer, bank or other financial institution or other Person for whom from time to time the Depository effects book-entry transfers and pledges of securities deposited with the Depository.

Determination Date”: With respect to any Distribution Date, the eleventh (11th) day of each month (or, if the eleventh (11th) calendar day of that month is not a Business Day, then the next Business Day), commencing May 2021.

Diligence File”: With respect to each Mortgage Loan, collectively the following documents in electronic format:

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(a)                A copy of each of the following documents:

(i)                (A) the Mortgage Note, endorsed on its face or by allonge attached to the Mortgage Note, without recourse, to the order of the Trustee or in blank, and further showing a complete, unbroken chain of endorsement from the originator (if such originator is not the Mortgage Loan Seller of the related Mortgage Loan) (or, alternatively, if the original executed Mortgage Note has been lost, a lost note affidavit and indemnity from the applicable Mortgage Loan Seller or another prior holder with a copy of such Mortgage Note), and (B) if such Mortgage Loan is part of a Serviced Whole Loan, the executed Mortgage Note for each related Serviced Companion Loan;

(ii)               the Mortgage, together with any and all intervening assignments thereof, in each case (unless the particular item has not been returned from the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recorder’s office (if in the possession of the applicable Mortgage Loan Seller);

(iii)              any related Assignment of Leases (if such item is a document separate from the Mortgage), together with any and all intervening assignments thereof, in each case (unless the particular item has not been returned from the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recorder’s office (if in the possession of the applicable Mortgage Loan Seller);

(iv)             final written modification agreements in those instances where the terms or provisions of the Mortgage Note for such Mortgage Loan (or, if applicable, any Mortgage Note of a related Serviced Companion Loan) or the related Mortgage have been modified, in each case (unless the particular item has not been returned from the applicable recording office) with evidence of recording indicated thereon if the instrument being modified is a recordable document;

(v)              the policy or certificate of lender’s title insurance issued in connection with such Mortgage Loan (or the related Serviced Whole Loan, if applicable) or, if such policy has not been issued or located, an irrevocable, binding commitment (which may be a “marked-up” pro forma title policy marked as binding and executed by an authorized representative of the title insurer or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title insurer) to issue such title insurance policy;

(vi)              the Ground Lease relating to such Mortgage Loan (or the related Serviced Whole Loan, if applicable), if any, and any ground lessor estoppel;

(vii)             the related loan agreement, if any;

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(viii)            the guaranty under such Mortgage Loan or the related Serviced Whole Loan, if any;

(ix)              the lockbox agreement or cash management agreement relating to such Mortgage Loan or the related Serviced Whole Loan, if any;

(x)               the environmental indemnity from the related Mortgagor, if any;

(xi)              the related escrow agreement and the related security agreement (in each case, if such item is a document separate from the Mortgage) and, if applicable, any intervening assignments thereof;

(xii)             any filed copies (bearing evidence of filing) or evidence of filing of any UCC Financing Statements in favor of the originator of such Mortgage Loan (or the related Serviced Whole Loan, if applicable) or in favor of any assignee prior to the Trustee and UCC-3 assignment financing statements in favor of the Trustee (or, in each case, a copy thereof certified to be the copy of such assignment submitted or to be submitted for filing), if in the possession of the applicable Mortgage Loan Seller;

(xiii)            in the case of any Mortgage Loan or the related Serviced Whole Loan as to which there exists a related mezzanine loan, the related intercreditor agreement;

(xiv)            any related environmental Insurance Policy;

(xv)             any letter of credit relating to such Mortgage Loan or the related Serviced Whole Loan and any related assignment thereof;

(xvi)            any related franchise agreement, property management agreement or hotel management agreement and related comfort letters (together with (i) copies of any notices of transfer that are necessary to transfer or assign to the Trust or the Trustee the benefits of such comfort letter or (ii) if the related comfort letter contemplates that a request be made of the related franchisor to issue a replacement comfort letter for the benefit of the Trust or Trustee, a copy of the notice requesting the issuance of such replacement comfort letter) and/or estoppel letters relating to such Mortgage Loan or the related Serviced Whole Loan and any related assignment thereof; and

(xvii)           in the case of a Mortgage Loan that is part of a Whole Loan, the related Co-Lender Agreement;

(b)               a copy of any engineering reports or property condition reports;

(c)                other than with respect to a hotel property (except with respect to tenanted commercial space within a hotel property), copies of a rent roll;

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(d)               for any office, retail, industrial or warehouse property, a copy of all leases and estoppels and subordination and non-disturbance agreements delivered to the related Mortgage Loan Seller;

(e)                a copy of all legal opinions (excluding attorney-client communications between the related Mortgage Loan Seller, and its counsel that are privileged communications or constitute legal or other due diligence analyses), if any, delivered in connection with the closing of the related Mortgage Loan;

(f)                 a copy of all Mortgagor’s certificates of hazard insurance and/or hazard Insurance Policies or other applicable Insurance Policies (to the extent not previously included as part of this definition), if any, delivered in connection with the closing of the related Mortgage Loan;

(g)                a copy of the Appraisal for the related Mortgaged Property or Mortgaged Properties;

(h)                for any Mortgage Loan that the related Mortgaged Property or Mortgaged Properties is leased to a single tenant, a copy of the lease;

(i)                 a copy of the applicable Mortgage Loan Seller’s asset summary;

(j)                 a copy of all surveys for the related Mortgaged Property or Mortgaged Properties;

(k)                a copy of all zoning reports;

(l)                 a copy of financial statements of the related Mortgagor;

(m)               a copy of operating statements for the related Mortgaged Property or Mortgaged Properties;

(n)               a copy of all UCC searches;

(o)               a copy of all litigation searches;

(p)               a copy of all bankruptcy searches;

(q)               a copy of any origination settlement statement;

(r)                 a copy of the insurance summary report;

(s)                a copy of the organizational documents of the related Mortgagor and any guarantor;

(t)                 a copy of all escrow statements related to the escrow account balances as of the Mortgage Loan origination date, if not included in the origination settlement statement;

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(u)                the original or a copy of all related environmental reports that were received by the applicable Mortgage Loan Seller;

(v)                unless already included as part of the environmental reports, a copy of any closure letter (environmental);

(w)               in the case of the Loan REMIC, a copy of the related REMIC Declaration, Form 8811, and the taxpayer identification number for hte Loan REMIC; and

(x)                unless already included as part of the environmental reports, a copy of any environmental remediation agreement for the related Mortgaged Property or Mortgaged Properties,

in each case, to the extent that the related Mortgage Loan Seller received such documents or information in connection with the origination of such Mortgage Loan. In the event any of the items identified above were not received in connection with the origination of such Mortgage Loan (other than documents that would not be included in connection with the origination of the Mortgage Loan because such document is inapplicable to the origination of a Mortgage Loan of that structure or type, taking into account whether or not such Mortgage Loan has any additional debt), the Diligence File shall include a statement to that effect. No information that is proprietary to the related Mortgage Loan Seller or any draft documents, privileged or internal communications, credit underwriting or due diligence analysis shall constitute part of the Diligence File. It is not required to include any of the same items identified above again if such items have already been included under another clause of the definition of Diligence File, and the Diligence File shall include a statement to that effect. The related Mortgage Loan Seller may, without any obligation to do so, include such other documents or information as part of the Diligence File that such Mortgage Loan Seller believes should be included to enable the Asset Representations Reviewer to perform the Asset Review on such Mortgage Loan; provided that such documents or information are clearly labeled and identified.

Directing Holder”: means:

(a)                with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan, any applicable Excluded Loan, a Servicing Shift Mortgage Loan and any Serviced AB Mortgage Loan (including the SOMA Teleco Office Mortgage Loan and the Amazon Seattle Mortgage Loan)) or Serviced Whole Loan (other than a Servicing Shift Whole Loan and any Serviced AB Whole Loan (including the SOMA Teleco Office Whole Loan and the Amazon Seattle Whole Loan)), the Controlling Class Representative;

(b)               with respect to any Serviced AB Whole Loan (other than the SOMA Teleco Office Whole Loan and the Amazon Seattle Whole Loan), (i) for so long as no AB Control Appraisal Period is continuing, the related Serviced AB Whole Loan Directing Holder and (ii) for so long as an AB Control Appraisal Period is continuing, the Controlling Class Representative;

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(c)                with respect to the SOMA Teleco Office Whole Loan, the SOMA Teleco Office Loan-Specific Directing Holder;

(d)               with respect to the Amazon Seattle Whole Loan, the Amazon Seattle Loan-Specific Directing Holder; and

(e)                with respect to a Servicing Shift Mortgage Loan, prior to the related Servicing Shift Securitization Date, the related Loan-Specific Directing Holder.

For the avoidance of doubt, notwithstanding anything to the contrary contained in this Agreement, a Control Termination Event or a Consultation Termination Event shall not affect the rights of a non-Directing Holder. Whenever the term “Directing Holder” is used in this Agreement without further clarification, the parties hereto intend for such reference to mean the applicable Directing Holder under the circumstances.

Directly Operate”: With respect to any REO Property (except with respect to a Non-Serviced Mortgaged Property), the furnishing or rendering of services to the tenants thereof, that are not customarily provided to tenants in connection with the rental of space “for occupancy only” within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the management or operation of such REO Property, the holding of such REO Property primarily for sale to customers, the use of such REO Property in a trade or business conducted by the Trust or on behalf of a Companion Holder or the performance of any construction work on the REO Property, other than through an Independent Contractor; provided, however, that an REO Property shall not be considered to be Directly Operated solely because the Trustee (or the applicable Special Servicer on behalf of the Trustee) establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance or makes decisions as to repairs or capital expenditures with respect to such REO Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).

Disclosable Special Servicer Fees”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Whole Loan or REO Property (other than any interest in REO Property acquired with respect to any Non-Serviced Mortgage Loan), any compensation and other remuneration (including, without limitation, in the form of commissions, brokerage fees and rebates received or retained by the applicable Special Servicer or any of its Affiliates that is paid by any Person or entity (including, without limitation, the Trust, any Mortgagor, any property manager, any guarantor or indemnitor in respect of the related Mortgage Loan or Serviced Whole Loan and any purchaser of the related Mortgage Loan, Serviced Whole Loan or REO Property) in connection with the disposition, workout or foreclosure of the related Mortgage Loan (or Serviced Whole Loan, if applicable), the management or disposition of the related REO Property, and the performance by the applicable Special Servicer or any such Affiliate of any other special servicing duties under this Agreement other than (1) any compensation that is payable to the applicable Special Servicer under this Agreement or (2) to the extent included in a CREFC® Report for the applicable period, any Permitted Special Servicer/Affiliate Fees.

Disclosure Parties”: As defined in Section 3.13(f).

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Dispute Resolution Consultation”: As defined in Section 2.03(j)(iii).

Dispute Resolution Cut-off Date”: As defined in Section 2.03(j)(i).

Disqualified Non-U.S. Tax Person”: With respect to the Class R Certificates, any Non-U.S. Tax Person or its agent other than (a) a Non-U.S. Tax Person that holds the Class R Certificates in connection with the conduct of a trade or business within the United States and has furnished the Transferor and the Certificate Registrar with an effective IRS Form W-8ECI or (b) a Non-U.S. Tax Person that has delivered to both the Transferor and the Certificate Administrator an opinion of a nationally recognized tax counsel to the effect that the Transfer of the Class R Certificates to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and that such Transfer of the Class R Certificates will not be disregarded for federal income tax purposes.

Disqualified Organization”: Any of (i) the United States, any State or political subdivision thereof, any possession of the United States or any agency or instrumentality of any of the foregoing (other than an instrumentality that is a corporation if all of its activities are subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected by such governmental unit), (ii) a foreign government, any international organization or any agency or instrumentality of any of the foregoing, (iii) any organization that is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect to the Class R Certificates (except certain farmers’ cooperatives described in Section 521 of the Code), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code and (v) any other Person so designated by the Trustee or the Certificate Administrator based upon an Opinion of Counsel as provided to the Trustee or the Certificate Administrator (at no expense to the Trustee or the Certificate Administrator) that the holding of an Ownership Interest in a Class R Certificate by such Person may cause any Trust REMIC to fail to qualify as a REMIC at any time that the Certificates or the Pooled RR Interest are outstanding or any Person having an Ownership Interest in any Class of Certificates (other than such Person) or the Pooled RR Interest Owner to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Class R Certificate to such Person. The terms “United States,” “State” and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.

Distribution Accounts”: Collectively, the Upper-Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Trust Subordinate Companion Loan REMIC Distribution Accounts, the Lower-Tier REMIC Distribution Account and the Loan REMIC Residual Distribution Account (and in each case any subaccount thereof), all of which may be subaccounts of a single Eligible Account.

Distribution Date”: The fourth (4th) Business Day following each Determination Date, beginning in May 2021.

Distribution Date Statement”: As defined in Section 4.02(a).

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Document Defect”: As defined in Section 2.03(b) of this Agreement.

Do Not Hire List”: The list, as may be updated at any time, provided by the Depositor to the Master Servicer, the Special Servicers, the Certificate Administrator, the Trustee, the Operating Advisor or the Asset Representations Reviewer, which lists certain parties identified by the Depositor as having failed to comply (after any applicable cure period) with their respective obligations under ARTICLE XI of this Agreement or as having failed to comply (after any applicable cure period) with any similar Regulation AB reporting requirements under any other securitization transaction. For the avoidance of doubt, as of the Closing Date, no parties appear on the Do Not Hire List.

DTC”: The Depository Trust Company, a New York corporation.

Due Date”: With respect to (i) any Mortgage Loan or Whole Loan, as applicable, on or prior to its Maturity Date, the day of the month set forth in the related Mortgage Note on which each Periodic Payment thereon is scheduled to be first due, (ii) any Mortgage Loan or Whole Loan, as applicable, after the Maturity Date therefor, the day of the month set forth in the related Mortgage Note on which each Periodic Payment on such Mortgage Loan or
Whole Loan, as applicable, had been scheduled to be first due, and (iii) any REO Loan, the day of the month set forth in the related Mortgage Note on which each Periodic Payment on the related Mortgage Loan or Whole Loan, as applicable, had been scheduled to be first due.

EDGAR”: As defined in Section 11.03.

EDGAR-Compatible Format”: With respect to (a) the CREFC® Schedule AL File and the Schedule AL Additional File, XML format or such other format as mutually agreed to between the Depositor, Certificate Administrator and the Master Servicer, (b) the Initial Schedule AL File and the Initial Schedule AL Additional File, (i) XML format or such other format as mutually agreed to between the Depositor and the Master Servicer and (ii) Excel format and (c) any report, file or document other than those listed in clauses (a) or (b) above, any format compatible with EDGAR, including HTML, Word or clean, searchable PDFs.

Eligible Account”: Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered depository institution or trust company (including the Trustee or the Certificate Administrator), (A) the long-term unsecured debt or deposit obligations of which are rated at least “A2” by Moody’s, if the deposits are to be held in such account for thirty (30) days or more, and the short-term debt or deposit obligations of which have a short-term rating of not less than “P-1” by Moody’s, if the deposits are to be held in such account for less than thirty (30) days, (B) the long-term unsecured debt or deposit obligations of which are rated at least “A+” by Fitch, if the deposits are to be held in such account for thirty (30) days or more, and the short-term debt or deposit obligations of which have a short-term rating of not less than “F1” by Fitch, if the deposits are to be held in such account for less than thirty (30) days, (C) the long-term unsecured debt or deposit obligations of which are rated at least “A” by S&P, if the deposits are to be held in such account for thirty (30) days or more, and the short-term debt or deposit obligations of which are rated at least “A-1” by S&P, if the deposits are to be held in such account for less than thirty (30) days and (D) solely in the case of the Amazon Seattle Trust Subordinate Companion Loan, the long-term unsecured debt obligations or deposits of which are

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rated at least “A” by DBRS Morningstar (if then rated by DBRS Morningstar, or if not rated by DBRS Morningstar, an equivalent rating (or higher) by at least two (2) NRSROs (which may include S&P, Moody’s and/or Fitch) or such other rating confirmed in a Rating Agency Confirmation), if the deposits are to be held in such account for thirty (30) days or more, and the short-term debt obligations or deposits of which have a short-term rating of not less than “R-1(low)” from DBRS Morningstar (if then rated by DBRS Morningstar, or if not rated by DBRS Morningstar, an equivalent rating (or higher) by at least two (2) NRSROs (which may include S&P, Moody’s and/or Fitch) or such other rating confirmed in a Rating Agency Confirmation) if the deposits are to be held in such account for less than thirty (30) days; (ii) an account or accounts maintained with PNC Bank, National Association or Wells Fargo Bank, National Association, so long as (A) PNC Bank, National Association’s or Wells Fargo Bank, National Association’s, as applicable, long-term unsecured debt or deposit account rating shall be at least “A2” from Moody’s, “BBB” from S&P, “A” from Fitch, and an equivalent rating by DBRS Morningstar (if then rated by DBRS Morningstar, or if not rated by DBRS Morningstar, an equivalent rating (or higher) by at least two (2) NRSROs (which may include S&P, Moody’s and/or Fitch)) (if the deposits are to be held in the account for more than thirty (30) days) or (B) PNC Bank, National Association’s or Wells Fargo Bank, National Association’s, as applicable, short-term deposit or short-term unsecured debt rating shall be at least “P-1” by Moody’s, “A-1” by S&P (or “A-2” by S&P so long as the long-term unsecured debt obligations of such depository institution or trust company are rated no less than “BBB” by S&P), “F1” by Fitch, and an equivalent rating by DBRS Morningstar (if then rated by DBRS Morningstar, or if not rated by DBRS Morningstar, an equivalent rating (or higher) by at least two (2) NRSROs (which may include S&P, Moody’s and/or Fitch)) (if the deposits are to be held in the account for thirty (30) days or less; (iii) such other account or accounts that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) – (ii) above, with respect to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth in the applicable clause is not satisfied with respect to such account, which account may be an account maintained by or with the Certificate Administrator, the Trustee, the Master Servicer or any Special Servicer; (iv) any other account or accounts not listed in clauses (i) – (ii) above with respect to which a Rating Agency Confirmation has been obtained from each and every Rating Agency and, with respect to a Serviced Whole Loan, with respect to which a Companion Loan Rating Agency Confirmation has been obtained from each and every Companion Loan Rating Agency, which account may be an account maintained by or with the Certificate Administrator, the Trustee, the Master Servicer or any Special Servicer; or (v) a segregated trust account or accounts maintained with the corporate trust department of a federal or state chartered depository institution or trust company that has a long-term unsecured debt rating of at least “A2” by Moody’s (if the deposits are to be held in the account for more than thirty (30) days) or a short-term unsecured debt rating of at least “P-1” by Moody’s (if the deposits are to be held in the account for thirty (30) days or less) and that, in either case, has corporate trust powers, acting in its fiduciary capacity, provided that any state chartered depository institution or trust company is subject to regulation regarding fiduciary funds substantially similar to 12 C.F.R. § 9.10(b). Eligible Accounts may bear interest. No Eligible Account shall be evidenced by a certificate of deposit, passbook or other similar instrument.

Eligible Asset Representations Reviewer”: An entity that (a) is the special servicer, operating advisor or asset representations reviewer on a transaction rated by any of

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DBRS Morningstar, Fitch, KBRA, Moody’s, Morningstar or S&P and that has not been a special servicer, operating advisor or asset representations reviewer on a transaction for which any of DBRS Morningstar, Fitch, KBRA, Moody’s, Morningstar or S&P has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such transaction citing servicing or other relevant concerns with such special servicer, operating advisor or asset representations reviewer as the sole or material factor in such rating action, (b) can and will make the representations and warranties set forth in Section 6.01(d), (c) is not (and is not Risk Retention Affiliated with) a Mortgage Loan Seller, the Master Servicer, a Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Amazon Seattle Retaining Third-Party Purchaser, the Controlling Class Representative, the Directing Holder, the Risk Retention Consultation Parties or any of their respective Risk Retention Affiliates, (d) has not performed (and is not affiliated with any party hired to perform) any due diligence, loan underwriting, brokerage, borrower advisory or similar services with respect to any Mortgage Loan or any related Companion Loan prior to the Closing Date for or on behalf of any Mortgage Loan Seller, any Underwriter, any party to this Agreement, the Controlling Class Representative, the Risk Retention Consultation Parties or the Directing Holder or any of their respective Affiliates, or have been paid any fees, compensation or other remuneration by any of them in connection with any such services, and (e) that does not directly or indirectly, through one or more Affiliates or otherwise, own any interest in any Certificates, the Pooled RR Interest, any Mortgage Loans, any Companion Loan or any securities backed by a Companion Loan or otherwise have any financial interest in the securitization transaction to which this Agreement relates, other than in fees from its role as Asset Representations Reviewer (or as Operating Advisor, if applicable).

Eligible Operating Advisor”: An entity (a) that is a special servicer or operating advisor on a commercial mortgage-backed securities transaction rated by the Rating Agencies (including, in the case of the Operating Advisor, this transaction) but has not been special servicer or operating advisor on a transaction for which any Rating Agency has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such transaction citing servicing concerns with the applicable special servicer or operating advisor as the sole or a material factor in such rating action; (b) that can and will make the representations and warranties of the Operating Advisor set forth in Section 6.01(c) of this Agreement, including to the effect that it possesses sufficient financial strength to fulfill its duties and responsibilities pursuant to this Agreement over the life of the Trust; (c) that is not (and is not Risk Retention Affiliated with) the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicers, a Sponsor, any Borrower Party, the Amazon Seattle Retaining-Third Party Purchaser, the Controlling Class Representative, the Directing Holder, the Risk Retention Consultation Parties or a depositor, a trustee, a certificate administrator, a master servicer or special servicer with respect to the securitization of a Companion Loan, or any of their respective Risk Retention Affiliates; (d) that has not been paid by any Special Servicer or successor special servicer any fees, compensation or other remuneration (x) in respect of its obligations hereunder or (y) for the appointment or recommendation for replacement of a successor special servicer to become a special servicer under this Agreement; (e) that (x) has been regularly engaged in the business of analyzing and advising clients in commercial mortgage-backed securities matters and have at least five (5) years of experience in collateral analysis and loss projections and (y) has at least five (5) years of experience in commercial real estate asset management and experience in the workout and management of distressed commercial real estate assets; and (f) that does not directly or indirectly, through one or more Affiliates or otherwise, own or have derivative

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exposure in any interest in any Certificates, any Mortgage Loan or Trust Subordinate Companion Loan or otherwise have any financial interest in the securitization transaction to which this Agreement relates, other than in fees from its role as Operating Advisor and Asset Representations Reviewer (to the extent it also acts as the Asset Representations Reviewer).

Enforcing Party”: The Person obligated to or that elects pursuant to the terms of this Agreement to enforce the rights of the issuing entity against the related Mortgage Loan Seller with respect to the Repurchase Request.

Enforcing Servicer”: (a) With respect to a Specially Serviced Mortgage Loan, the applicable Special Servicer, and (b) with respect to a Non-Specially Serviced Mortgage Loan, (i) in the case of a Repurchase Request made by the applicable Special Servicer, the Controlling Class Representative or a Controlling Class Certificateholder, the Master Servicer, and (ii) in the case of a Repurchase Request made by any Person other than the applicable Special Servicer, the Controlling Class Representative or a Controlling Class Certificateholder, (A) prior to a Resolution Failure relating to such Non-Specially Serviced Mortgage Loan, the Master Servicer, and (B) from and after a Resolution Failure relating to such Non-Specially Serviced Mortgage Loan, the applicable Special Servicer.

Environmental Assessment”: An “environmental site assessment” as such term is defined in, and meeting the criteria of, the American Society of Testing Materials Standard Section E 1527-00, or any successor thereto.

Environmental Indemnity Agreement”: With respect to any Mortgage Loan or Trust Subordinate Companion Loan, any agreement between the Mortgagor (or a guarantor thereof) and the originator of such Mortgage Loan or Trust Subordinate Companion Loan relating to the Mortgagor’s obligation to remediate or monitor or indemnify for any environmental problems relating to the related Mortgaged Property.

ERISA”: The Employee Retirement Income Security Act of 1974, as amended.

ERISA Plan”: As defined in Section 5.03(t).

ERISA Restricted Certificate”: Any Certificate (other than a Class R, Class S, Class RR or Class ST-VR Certificate) that does not meet the requirements of Prohibited Transaction Exemption 89-88 (as such exemption may be amended from time to time) as of the date of the acquisition of such Certificate by a Plan. As of the Closing Date, each of the Class X-F, Class X-G, Class X-H, Class F, Class G, Class H, Class 300P-D, Class 300P-E, Class 300P-RR and Class ST-A Certificates is an ERISA Restricted Certificate.

Escrow Payment”: Any payment received by the Master Servicer or the applicable Special Servicer for the account of any Mortgagor for application toward the payment of real estate taxes, assessments, insurance premiums, Ground Lease rents and similar items in respect of the related Mortgaged Property, including amounts for deposit to any reserve account.

Euroclear”: The Euroclear System or any successor thereto.

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Excess Interest”: With respect to any ARD Loan, the interest accrued at the Revised Rate in respect of such ARD Loan in excess of the interest accrued at the related Initial Rate, plus any compound interest accrued on such amounts, to the extent permitted by applicable law and the related Mortgage Loan documents. The Excess Interest shall not be an asset of any Trust REMIC, but rather shall be an asset of the Grantor Trust.

Excess Interest Distribution Account”: The trust account or subaccount created and maintained by the Certificate Administrator pursuant to Section 3.04(b) of this Agreement in trust for the Holders of the Class S Certificates and the Pooled VRR Interest Owner, which (subject to any changes in the identities of the Certificate Administrator and/or the Trustee) shall be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wells Fargo Bank, National Association, as Trustee, and the registered Holders of Benchmark 2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25 and the Pooled RR Interest Owner, Excess Interest Distribution Account”. Any such account shall be an Eligible Account. The Excess Interest Distribution Account shall be held solely for the benefit of the Holders of the Class S Certificates and the VRR Interest Owners. The Excess Interest Distribution Account shall not be an asset of any Trust REMIC, but rather shall be an asset of the Grantor Trust.

Excess Modification Fee Amount”: With respect to either the Master Servicer or the applicable Special Servicer, any Corrected Loan and any particular modification, waiver, extension or amendment with respect to such Corrected Loan that gives rise to the payment of a Workout Fee, an amount equal to the aggregate of any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to the related Mortgage Loan (including the related Serviced Companion Loan or AB Subordinate Companion Loan, if applicable, unless prohibited under the related Co-Lender Agreement) and received and retained by the Master Servicer or such Special Servicer, as applicable, as compensation within the prior eighteen (18) months of such modification, waiver, extension or amendment, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee.

Excess Modification Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, the sum of (A) the excess of (i) any and all Modification Fees with respect to a modification, waiver, extension or amendment of any of the terms of such Mortgage Loan or Serviced Whole Loan, over (ii) all unpaid or unreimbursed Advances and additional expenses of the Trust (including, without limitation, interest on Advances to the extent not otherwise paid or reimbursed by or on behalf of the Mortgagor (including indirect reimbursement from Penalty Charges or otherwise) with respect to such Mortgage Loan (or Serviced Whole Loan, if applicable), but excluding (1) Special Servicing Fees, Workout Fees and Liquidation Fees and (2) Borrower Delayed Reimbursements) outstanding or previously incurred on behalf of the Trust with respect to the related Mortgage Loan (or Serviced Whole Loan, if applicable) and reimbursed from such Modification Fees (which additional expenses will be reimbursed from such Modification Fees) and (B) expenses previously paid or reimbursed from Modification Fees as described in the preceding clause (A), which expenses have been recovered from the related Mortgagor as Penalty Charges, specific reimbursements or otherwise. All Excess Modification Fees earned by the applicable Special Servicer shall offset any future Workout Fees or Liquidation Fees payable with respect to the related Mortgage Loan (or Whole Loan) or REO Property; provided that if the related Mortgage

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Loan (or Serviced Whole Loan) ceases being a Corrected Loan, and is subject to a subsequent modification, any Excess Modification Fees earned by the applicable Special Servicer prior to such Mortgage Loan (or Serviced Whole Loan) ceasing to be a Corrected Loan will no longer be offset against future Liquidation Fees and Workout Fees unless such Mortgage Loan (or Serviced Whole Loan) ceased to be a Corrected Loan within 18 months of it becoming a modified Mortgage Loan (or Serviced Whole Loan). If such Mortgage Loan (or Serviced Whole Loan) ceases to be a Corrected Loan, the applicable Special Servicer will be entitled to a Liquidation Fee or Workout Fee (to the extent not previously offset) with respect to the new modification, waiver, extension or amendment or future liquidation of the Specially Serviced Mortgage Loan or related REO Property (including in connection with a Repurchase, sale, refinance, discounted or final payoff or other liquidation); provided that any Excess Modification Fees earned and paid to the applicable Special Servicer in connection with such subsequent modification, waiver, extension or amendment will be applied to offset such Liquidation Fee or Workout Fee to the extent described above. Within any prior 12-month period, all Excess Modification Fees earned by the Master Servicer or the applicable Special Servicer (after taking into account any offset described above applied during such prior 12-month period) with respect to any Mortgage Loan (or Serviced Whole Loan, if applicable) will be subject to a cap equal to the greater of (i) 1% of the outstanding principal balance of such Mortgage Loan (or Serviced Whole Loan, if applicable) after giving effect to such transaction, and (ii) $25,000.

Excess Prepayment Interest Shortfall”: With respect to any Distribution Date, (i) with respect to the Mortgage Loans, the aggregate of any Prepayment Interest Shortfalls resulting from any Principal Prepayments made on the Mortgage Loans to be included in the Pooled Available Funds for such Distribution Date that are not covered by the Master Servicer’s Compensating Interest Payment for such Distribution Date and the portion of the compensating interest payments allocable to any Non-Serviced Mortgage Loan to the extent received from the related Non-Serviced Master Servicer, (ii) with respect to the SOMA Teleco Office Trust Subordinate Companion Loan, the aggregate of any Prepayment Interest Shortfalls resulting from any principal prepayments made on the SOMA Teleco Office Trust Subordinate Companion Loan to be included in the SOMA Teleco Office Available Funds for such Distribution Date that are not covered by the Master Servicer’s Compensation Interest Payment for such Distribution Date and (iii) with respect to the Amazon Seattle Trust Subordinate Companion Loan, the aggregate of any Prepayment Interest Shortfalls resulting from any principal prepayments made on the Amazon Seattle Trust Subordinate Companion Loan to be included in the Amazon Seattle Available Funds for such Distribution Date that are not covered by the Master Servicer’s Compensation Interest Payment for such Distribution Date.

Exchange Act”: The Securities Exchange Act of 1934, as amended from time to time and the rules and regulations of the Commission thereunder.

Excluded Controlling Class Holder”: With respect to any Excluded Controlling Class Loan and/or applicable Excluded Loan, the Controlling Class Representative, any Controlling Class Certificateholder, the SOMA Teleco Office Controlling Class Representative, any SOMA Teleco Office Controlling Class Certificateholder, the Amazon Seattle Controlling Class Representative or any Amazon Seattle Controlling Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling Class Loan and/or applicable Excluded Loan. Immediately upon obtaining actual knowledge of the Controlling Class

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Representative, any Controlling Class Certificateholder, the SOMA Teleco Office Controlling Class Representative, any SOMA Teleco Office Controlling Class Certificateholder, the Amazon Seattle Controlling Class Representative or any Amazon Seattle Controlling Class Certificateholder, becoming an “Excluded Controlling Class Holder”, such Controlling Class Representative, Controlling Class Certificateholder, SOMA Teleco Office Controlling Class Representative, SOMA Teleco Office Controlling Class Certificateholder, Amazon Seattle Controlling Class Certificateholder or Amazon Seattle Controlling Class Certificateholder, as applicable, shall provide notice in the form of Exhibit P-1E hereto to the Master Servicer, the applicable Special Servicer, the Operating Advisor, the Trustee and the Certificate Administrator, which notice shall be physically delivered in accordance with Section 13.05 of this Agreement and shall specifically identify the Excluded Controlling Class Holder and identifying the related Mortgage Loan, specifying whether it is (A) an Excluded Controlling Class Loan or (B) both an applicable Excluded Loan and an Excluded Controlling Class Loan. Additionally, any Excluded Controlling Class Holder shall also send to the Certificate Administrator a notice substantially in the form of Exhibit P-1F hereto, which notice shall provide each of the CTSLink User ID associated with such Excluded Controlling Class Holder, and which notice shall direct the Certificate Administrator to restrict such Excluded Controlling Class Holder’s access to the Certificate Administrator’s Website as and to the extent provided in this Agreement. As of the Closing Date, there are no Excluded Controlling Class Holders related to the Trust.

Excluded Controlling Class Loan”: Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the Controlling Class Representative or any Controlling Class Certificateholder (or, (i) with respect to the SOMA Teleco Office Whole Loan for long as no SOMA Teleco Office Control Appraisal Period is continuing, the SOMA Teleco Office Controlling Class Representative or any SOMA Teleco Office Controlling Class Certificateholder and (ii) with respect to the Amazon Seattle Whole Loan for so long as no Amazon Seattle Control Appraisal Period is continuing, the Amazon Seattle Controlling Class Representative or any Amazon Seattle Controlling Class Certificateholder) is a Borrower Party. As of the Closing Date, there are no Excluded Controlling Class Loans related to the Trust.

Excluded Information”: With respect to any Excluded Controlling Class Loan, any information solely related to such Excluded Controlling Class Loan and/or the related Mortgaged Properties, which shall include the Asset Status Reports, Final Asset Status Reports (or summaries thereof), any Operating Advisor reports delivered to the Certificate Administrator regarding a Special Servicer’s net present value determination, any Appraisal Reduction Amount calculations delivered pursuant to Section 3.26(d), and any Officer’s Certificates delivered by the Master Servicer or the applicable Special Servicer, supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, or such other information and reports designated as Excluded Information by the applicable Special Servicer, the Master Servicer or the Operating Advisor, as applicable, other than such information with respect to such Excluded Controlling Class Loan(s) that is aggregated with information of other Mortgage Loans at a pool level and other than CREFC® Reports (other than the CREFC® Special Servicer Loan File for the related Excluded Controlling Class Loan). For the avoidance of doubt, any file or report contained in the CREFC® Investor Reporting Package (CREFC® IRP) (other than the CREFC® Special Servicer Loan File relating to any Excluded Controlling Class Loan) and any Schedule AL Additional File shall not be considered “Excluded Information”. Each of the

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Master Servicer, the Special Servicers or the Operating Advisor shall deliver any Excluded Information that is to be posted to the Certificate Administrator’s Website to the Certificate Administrator in accordance with Section 3.30(a) hereof. For the avoidance of doubt, the Certificate Administrator’s obligation to segregate any information delivered to it under the “Excluded Information” tab on the Certificate Administrator’s Website shall be triggered solely by such information being delivered in the manner provided in Section 3.30(a) hereof.

Excluded Loan”: With respect to (i) the Controlling Class Representative, any Mortgage Loan or Whole Loan with respect to which the Controlling Class Representative or the holder of the majority of the Controlling Class (by Certificate Balance) is a Borrower Party, (ii) the SOMA Teleco Office Controlling Class Representative, the SOMA Teleco Office Whole Loan for so long as the SOMA Teleco Office Controlling Class Representative or the holder of the majority of the SOMA Teleco Office Controlling Class (by Certificate Balance) is a Borrower Party, (iii) Amazon Seattle Controlling Class Representative, the Amazon Seattle Whole Loan for so long as the Amazon Seattle Controlling Class Representative or the holder of the majority of the Amazon Seattle Controlling Class (by Certificate Balance) is a Borrower Party, or (iv) a Risk Retention Consultation Party, any Mortgage Loan, the Trust Subordinate Companion Loan or Whole Loan if, as of any date of determination, such Risk Retention Consultation Party or the person entitled to appoint such Risk Retention Consultation Party is a Borrower Party. As of the Closing Date, there are no Excluded Loans related to the Trust.

Excluded Special Servicer”: With respect any Excluded Special Servicer Loan, a replacement special servicer that is not a Borrower Party and satisfies all of the eligibility requirements applicable to the applicable Special Servicer set forth in Section 7.01(g). As of the Closing Date, there are no Excluded Special Servicers related to the Trust. As of the Closing Date, there are no Excluded Special Servicers related to the Trust.

Excluded Special Servicer Information”: With respect to any Excluded Special Servicer Loan, any information solely related to such Excluded Special Servicer Loan and/or the related Mortgaged Properties, which shall include the Asset Status Reports, Final Asset Status Reports (or summaries thereof), any Operating Advisor reports delivered to the Certificate Administrator regarding an Excluded Special Servicer’s net present value determination, any Appraisal Reduction Amount calculations delivered pursuant to Section 3.26(d), and any Officer’s Certificates delivered by the Master Servicer or the applicable Excluded Special Servicer supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, or such other information and reports designated as Excluded Special Servicer Information by the applicable Excluded Special Servicer, the Master Servicer or the Operating Advisor, as applicable, other than such information with respect to such Excluded Special Servicer Loan(s) that is aggregated with information of other Mortgage Loans at a pool level. For the avoidance of doubt, any file or report contained in the CREFC® Investor Reporting Package (CREFC® IRP) (other than the CREFC® Special Servicer Loan File relating to any Excluded Special Servicer Loan) shall not be considered “Excluded Special Servicer Information”.

Excluded Special Servicer Loan”: Any Mortgage Loan or Serviced Whole Loan with respect to which, as of any date of determination, the applicable Special Servicer has

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obtained knowledge that it is a Borrower Party. As of the Closing Date, there are no Excluded Special Servicer Loans related to the Trust.

Extended Cure Period”: As defined in Section 2.03(b).

Fannie Mae”: Federal National Mortgage Association or any successor thereto.

FDIC”: Federal Deposit Insurance Corporation or any successor thereto.

Final Asset Status Report”: With respect to any Specially Serviced Mortgage Loan, the initial Asset Status Report, together with such other data or supporting information provided by the applicable Special Servicer to the Directing Holder that does not include any communication (other than the Final Asset Status Report) between the applicable Special Servicer and the Directing Holder or a Risk Retention Consultation Party with respect to such Specially Serviced Mortgage Loan required to be delivered by the applicable Special Servicer by the Initial Delivery Date or any Subsequent Asset Status Report, in each case, in the form fully approved or deemed approved, if applicable, by the Directing Holder pursuant to the Directing Holder Approval Process or following completion of the ASR Consultation Process, as applicable, and labeled or otherwise communicated as being “final”. For the avoidance of doubt, the applicable Special Servicer may issue more than one Final Asset Status Report with respect to any Specially Serviced Mortgage Loan in accordance with the procedures described in Section 3.19.

Final Dispute Resolution Election Notice”: As defined in Section 2.03(j)(iii).

Final Recovery Determination”: A reasonable determination by the applicable Special Servicer, in consultation with the Directing Holder if related to a Mortgage Loan other than an applicable Excluded Loan or a Trust Subordinate Companion Loan and made prior to the occurrence of a Consultation Termination Event, with respect to any Defaulted Loan (and, if applicable, any defaulted Companion Loan) or Corrected Loan, REO Property or Trust Subordinate Companion Loan (other than a Mortgage Loan, REO Property or Trust Subordinate Companion Loan, as the case may be, that was purchased by (i) any of the Mortgage Loan Sellers pursuant to Section 6 of the related Mortgage Loan Purchase Agreement, (ii) the applicable Special Servicer or other person pursuant to Section 3.16(b), any Companion Holder or any mezzanine lender pursuant to Section 3.16 or (iii) the Master Servicer, the applicable Special Servicer, the Holders of the Controlling Class, or the Holders of the Class R Certificates pursuant to Section 9.01) that there has been a recovery of all Insurance and Condemnation Proceeds, Liquidation Proceeds, REO Revenue and other payments or recoveries that, in the applicable Special Servicer’s judgment, which judgment was exercised without regard to any obligation of such Special Servicer to make payments from its own funds pursuant to Section 3.07(b), will ultimately be recoverable. With respect to all Mortgage Loans other than the applicable Excluded Loans, prior to the occurrence and continuance of any Control Termination Event, the Directing Holder shall have ten (10) Business Days to review and approve each such recovery determination by the applicable Special Servicer; provided, however, that if the Directing Holder fails to approve or disapprove any recovery determination within ten (10) Business Days of receipt of the initial recovery determination, such consent shall be deemed given.

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Financial Market Publishers”: Bloomberg Financial Markets, L.P., Trepp, LLC, Intex Solutions, Inc., Moody’s Analytics, CMBS.com, Inc., BlackRock Financial Management Inc., Markit Group Limited, RealINSIGHT, Thomson Reuters Corporation, Intercontinental Exchange | ICE Data Services, KBRA Analytics, Inc. and DealView Technologies Ltd.

Fitch”: Fitch Ratings, Inc., and its successors in interest. If neither Fitch nor any successor remains in existence, “Fitch” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer, the Directing Holder and each Special Servicer, and specific ratings of Fitch herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.

Form 8-K Disclosure Information”: As defined in Section 11.07.

Form 15 Suspension Notification”: As defined in Section 11.08.

Freddie Mac”: Federal Home Loan Mortgage Corporation or any successor thereto.

GACC”: German American Capital Corporation, a Maryland corporation.

Gain-on-Sale Proceeds”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and the Trust Subordinate Companion Loans, the excess of (i) Liquidation Proceeds net of any related Liquidation Expenses (or the portion of such net Liquidation Proceeds payable to the related Mortgage Loan or Trust Subordinate Companion Loan pursuant to the related Co-Lender Agreement) over (ii) the Purchase Price for such Mortgage Loan or Trust Subordinate Companion Loan on the date on which Liquidation Proceeds were received.

General Special Servicer”: Rialto Capital Advisors, LLC, a Delaware limited liability company, and its successors-in-interest, or any successor special servicer appointed as provided herein (including with respect to any Excluded Special Servicer Loan, if any, the related Excluded Special Servicer appointed pursuant to Section 7.01(g) of this Agreement, as applicable and as the context may require).

Grace Period”: The number of days before a payment default is an event of default under the related Mortgage Loan and/or before the imposition of late payment charges and/or Default Interest.

Grantor Trust”: A segregated asset pool within the Trust Fund treated as a “grantor trust” under subpart E, part I of subchapter J of the Code, consisting of the assets described in the Preliminary Statement hereto.

Ground Lease”: The ground lease pursuant to which any Mortgagor holds a leasehold interest in the related Mortgaged Property and any estoppels or other agreements executed and delivered by the ground lessor in favor of the lender under the Mortgage Loan.

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GSMC”: Goldman Sachs Mortgage Company, a New York limited partnership.

Hazardous Materials”: Any dangerous, toxic or hazardous pollutants, chemicals, wastes or substances, including, without limitation, those so identified pursuant to CERCLA or any other federal, state or local environmental related laws and regulations, and specifically including, without limitation, asbestos and asbestos-containing materials, polychlorinated biphenyls, radon gas, petroleum and petroleum products, urea formaldehyde and any substances classified as being “in inventory,” “usable work in process” or similar classification which would, if classified as unusable, be included in the foregoing definition.

Impermissible Asset Representations Reviewer Affiliate”: As defined in Section 3.33.

Impermissible Operating Advisor Affiliate”: As defined in Section 3.33.

Impermissible Risk Retention Affiliate”: As defined in Section 3.33.

Impermissible TPP Affiliate”: As defined in Section 3.33.

Independent”: When used with respect to any accountants, a Person who is “independent” within the meaning of Rule 2-01(b) of the Commission’s Regulation S-X. When used with respect to any specified Person, any such Person who (i) is in fact independent of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, each Special Servicer, the Directing Holder, each Risk Retention Consultation Party, the Controlling Class Representative, the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone or together with one or more other Mortgage Loans)), the Operating Advisor, the Asset Representations Reviewer and all Affiliates thereof, (ii) does not have any material direct financial interest in or any material indirect financial interest in any of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, each Special Servicer, the Directing Holder, each Risk Retention Consultation Party, the Controlling Class Representative, the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone or together with one or more other Mortgage Loans)), the Operating Advisor, the Asset Representations Reviewer or any Affiliate thereof and (iii) is not connected with the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, each Special Servicer, the Directing Holder, each Risk Retention Consultation Party, the Controlling Class Representative, the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone or together with one or more other Mortgage Loans)), the Operating Advisor, the Asset Representations Reviewer or any Affiliate thereof as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions; provided, however, that a Person shall not fail to be Independent of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicers, the Directing Holder, the Risk Retention Consultation Parties, the Controlling Class Representative, the Companion Holders or any Affiliate thereof merely because such Person is the beneficial owner of 1% or less of any Class of securities issued by the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, any Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Directing Holder, the Risk Retention Consultation Parties, the Controlling Class Representative, the Companion Holders or any Affiliate thereof, as the case may be, so long as such ownership constitutes less than 1% of

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the total assets of such Person. For the avoidance of doubt, the exception in the proviso above for ownership of 1% or less of any Class of Certificates shall not apply with respect to the Operating Advisor or the Asset Representations Reviewer. 

Independent Appraiser”: An Independent professional real estate appraiser who (i) is a member in good standing of the Appraisal Institute, (ii) if the state in which the related Mortgaged Property or REO Property is located certifies or licenses appraisers, is certified or licensed in such state, and (iii) has a minimum of five (5) years’ experience in the appraisal of comparable properties in the geographic area in which the Property is located. 

Independent Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the Trust within the meaning of Section 856(d)(3) of the Code if the Trust were a real estate investment trust (except that the ownership test set forth in that Section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates or the Pooled RR Interest, or such other interest in any Class of Certificates or the Pooled RR Interest as is set forth in an Opinion of Counsel, which shall be at no expense to the Trustee, the Certificate Administrator, the Master Servicer, any Companion Holder, the SOMA Teleco Office Controlling Class Representative, the Amazon Seattle Controlling Class Representative or the Trust, delivered to the Trustee, any Companion Holder, the SOMA Teleco Office Loan-Specific Directing Holder, the Amazon Seattle Loan-Specific Directing Holder, the Certificate Administrator and the Master Servicer), so long as the Trust does not receive or derive any income from such Person and provided that the relationship between such Person and the Trust is at arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except that the Master Servicer or the Special Servicers shall not be considered to be an Independent Contractor under the definition in this clause (i) unless an Opinion of Counsel has been delivered to the Trustee and the Certificate Administrator to that effect) or (ii) any other Person (including the Master Servicer or the Special Servicer) upon receipt by the Trustee, the Certificate Administrator, the Operating Advisor and the Master Servicer of an Opinion of Counsel, which shall be at no expense to the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor or the Trust, to the effect that the taking of any action in respect of any REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property.

Initial Cure Period”: As defined in Section 2.03(b).

Initial Purchasers”: Goldman Sachs & Co. LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Academy Securities, Inc. and Drexel Hamilton, LLC.

Initial Rate”: With respect to any ARD Loan, the stated Mortgage Rate as set forth in the Mortgage Loan Schedule.

Initial Requesting Holder”: The first Certificateholder or Certificate Owner (in each case, other than a holder of the Class RR Certificates) to deliver a Repurchase Request as described in Section 2.03(i) with respect to a Mortgage Loan or Trust Subordinate Companion Loan. For the avoidance of doubt, there may not be more than one Initial Requesting Holder with respect to any Mortgage Loan or Trust Subordinate Companion Loan.

Initial Schedule AL Additional File”: The data file prepared by or on behalf of the Depositor containing additional information or schedules regarding data points in the Initial

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Schedule AL File in accordance with Item 1111(h)(4) of Regulation AB and Item 601(b)(103) of Regulation S-K under the Securities Act and filed as Exhibit 103 to the Form ABS-EE incorporated by reference into the Prospectus.

Initial Schedule AL File”: The data file prepared by or on behalf of the Depositor containing the information required by Item 1111(h)(3) or Item 1125 of Regulation AB or Item 601(b)(102) of Regulation S-K under the Securities Act and filed as Exhibit 102 to the Form ABS-EE incorporated by reference into the Prospectus.

Initial Sub-Servicer”: With respect to each Mortgage Loan that is subject to a Sub-Servicing Agreement with the Master Servicer as of the Closing Date, the Sub-Servicer under any such Sub-Servicing Agreement. As of the Closing Date, each entity listed on Exhibit FF is an Initial Sub-Servicer.

Initial Sub-Servicing Agreement”: Any Sub-Servicing Agreement in effect as of the Closing Date.

Inquiry” and “Inquiries”: As each is defined in Section 4.07(a).

Institutional Accredited Investor”: An institutional investor which is an “accredited investor” within the meaning of paragraphs (1), (2), (3) or (7) of Rule 501(a) of Regulation D under the Act or any entity in which all of the equity owners come within such paragraphs.

Insurance and Condemnation Proceeds”: All proceeds paid under any Insurance Policy or in connection with the full or partial condemnation of a Mortgaged Property, in either case, to the extent such proceeds are not applied to the restoration of the related Mortgaged Property or released to the Mortgagor or any tenants or ground lessors, in either case, in accordance with the Servicing Standard (and (i) in the case of any Mortgage Loan with a related Companion Loan, to the extent any portion of such proceeds are received by the Master Servicer or Certificate Administrator in connection with such Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender Agreement, (ii) in the case of the SOMA Teleco Office Whole Loan, to the extent any portion of such proceeds are received by the Master Servicer or Certificate Administrator in connection with the SOMA Teleco Office Whole Loan, and are allocable to the related Mortgage Loan or the SOMA Teleco Office Trust Subordinate Companion Loan, as applicable, pursuant to the related Co-Lender Agreement and (iii) in the case of the Amazon Seattle Whole Loan, to the extent any portion of such proceeds are received by the Master Servicer or Certificate Administrator in connection with the Amazon Seattle Whole Loan, and are allocable to the related Mortgage Loan or the Amazon Seattle Trust Subordinate Companion Loan, as applicable, pursuant to the related Co-Lender Agreement) and the REMIC Provisions.

Insurance Policy”: With respect to any Mortgage Loan, any hazard insurance policy, flood insurance policy, title policy or other insurance policy that is maintained from time to time in respect of such Mortgage Loan or the related Mortgaged Property.

Interest Accrual Amount”: With respect to any Distribution Date and any Class of Pooled Non-VRR Certificates (other than the Class S Certificates), SOMA Teleco Office

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Loan-Specific Non-RR Certificates or Amazon Seattle Loan-Specific Certificates, is equal to interest for the related Interest Accrual Period accrued at the Pass-Through Rate for such Class of Certificates on the Certificate Balance or Notional Amount, as applicable, for such Class immediately prior to that Distribution Date. Calculations of interest for each Interest Accrual Period will be made on a 30/360 basis.

Interest Accrual Period”: For each Distribution Date, the calendar month prior to the month in which that Distribution Date occurs.

Interest Distribution Amount”: With respect to any Class of Pooled Non-VRR Certificates (other than the Class S Certificates) for any Distribution Date, an amount equal to (A) the sum of (i) the Interest Accrual Amount with respect to such Class of Certificates for such Distribution Date and (ii) the Interest Shortfall, if any, with respect to such Class of Certificates for such Distribution Date, less (B) any Pooled Non-VRR Excess Prepayment Interest Shortfall allocated to such Class of Certificates on such Distribution Date.

For purposes of clause (B) above, the Pooled Non-VRR Excess Prepayment Interest Shortfall, if any, for each Distribution Date shall be allocated to each Class of Pooled Non-VRR Certificates (other than the Class S Certificates) in an amount equal to the product of (i) the amount of such Pooled Non-VRR Excess Prepayment Interest Shortfall and (ii) a fraction, the numerator of which is the Interest Accrual Amount for such Class of Pooled Non-VRR Certificates (other than the Class S Certificates) for such Distribution Date and the denominator of which is the aggregate Interest Accrual Amounts for all Classes of Pooled Non-VRR Certificates (other than the Class S Certificates) for such Distribution Date.

Interest Reserve Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate Administrator pursuant to Section 3.04(b) initially in the name of “Wells Fargo Bank, National Association, as Certificate Administrator on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of Benchmark 2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25, and the Pooled RR Interest Owner, Interest Reserve Account”, into which the amounts set forth in Section 3.21 shall be deposited directly and which must be an Eligible Account or subaccount of an Eligible Account.

Interest Shortfall”: With respect to any Distribution Date for any Class of Pooled Non-VRR Certificates (other than the Class S Certificates), SOMA Teleco Office Loan-Specific Non-RR Certificates or Amazon Seattle Loan-Specific Certificates, is the sum of (a) the portion of the Interest Distribution Amount for such Class of Pooled Non-VRR Certificates remaining unpaid as of the close of business on the preceding Distribution Date, and (b) to the extent permitted by applicable law, (i) in the case of the Principal Balance Certificates, one month’s interest on that amount remaining unpaid at the Pass-Through Rate applicable to such Class of Certificates for the current Distribution Date and (ii) in the case of the Class X Certificates, one-month’s interest on that amount remaining unpaid at the Pooled Weighted Average Net Mortgage Rate for such Distribution Date.

Interested Person”: As of the date of any determination, the Depositor, the Master Servicer, any Special Servicer, the Operating Advisor, the Asset Representations

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Reviewer, the Certificate Administrator, the Trustee, the Directing Holder, any Risk Retention Consultation Party, any Sponsor, any Mortgagor, any holder of a related mezzanine loan, any manager of a Mortgaged Property, any Independent Contractor engaged by the applicable Special Servicer, or any known Affiliate of any of the preceding entities. With respect to a Whole Loan if it is a Defaulted Loan, the Depositor, the Master Servicer, the applicable Special Servicer (or any Independent Contractor engaged by such Special Servicer), or the Trustee for the securitization of a Companion Loan, and each related Companion Holder or its representative, any holder of a related mezzanine loan, or any known Affiliate of any such party described above.

Intralinks Site”: The internet website, which shall initially be “www.intralinks.com”, used by the Depositor and Mortgage Loan Sellers to accept and upload the Diligence Files.

Investment Account”: As defined in Section 3.06(a).

Investment Representation Letter”: As defined in Section 5.03(e), a form of which is attached hereto as Exhibit C.

Investor Certification”: A certificate (which may be in electronic form) substantially in the form of Exhibit P-1A, Exhibit P-1B, Exhibit P-1C and Exhibit P-1D to this Agreement or in the form of an electronic certification contained on the Certificate Administrator’s Website (which may be a click-through confirmation), representing (i) that such Person executing the certificate is a Certificateholder, the Pooled RR Interest Owner, the Directing Holder or a Risk Retention Consultation Party (in either case, to the extent such Person is not a Certificateholder), a beneficial owner of a Certificate, a prospective purchaser of a Certificate or a Companion Holder (or any investment advisor or manager of the foregoing), (ii) that either (a) such Person is a Risk Retention Consultation Party or is not a Borrower Party, in which case such Person shall have access to all the reports and information made available to Certificateholders via the Certificate Administrator’s Website hereunder, or (b) such Person is a Borrower Party (other than a Risk Retention Consultation Party) in which case (1) if such Person is the Directing Holder, a Controlling Class Certificateholder, a SOMA Teleco Office Controlling Class Certificateholder or an Amazon Seattle Controlling Class Certificateholder, such Person shall have access to all the reports and information made available to Certificateholders via the Certificate Administrator’s Website hereunder other than any Excluded Information as set forth herein, or (2) if such Person is not the Directing Holder, a Controlling Class Certificateholder, a SOMA Teleco Office Controlling Class Certificateholder or an Amazon Seattle Controlling Class Certificateholder, such Person shall only receive access to the Distribution Date Statements prepared by the Certificate Administrator, (iii) such Person has received a copy of the final Prospectus and (iv) such Person agrees to keep any Privileged Information confidential and will not violate any securities laws; provided, however, that any Excluded Controlling Class Holder (i) shall be permitted to obtain upon request in accordance with Section 4.02(f) of this Agreement any Excluded Information relating to any Excluded Controlling Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available to such Excluded Controlling Class Holder via the Certificate Administrator’s Website on account of it constituting Excluded Information) from the Master Servicer or the applicable Special Servicer,

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as the case may be, and (ii) shall be considered a Privileged Person for all other purposes, except with respect to its ability to obtain information with respect to any related Excluded Controlling Class Loan.

Investor Q&A Forum”: As defined in Section 4.07(a).

Investor Registry”: As defined in Section 4.07(b).

Joint Mortgage Loan”: Any Mortgage Loan comprised of multiple Mortgage Notes that are being sold separately to the Depositor by more than one Mortgage Loan Seller. As of the Closing Date, the Burlingame Point Mortgage Loan and The Galleria Office Towers Mortgage Loan are the only Joint Mortgage Loans related to the Trust.

JPMCB”: JPMorgan Chase Bank, National Association, a national banking association organized under the laws of the United States.

JW Marriott Nashville Co-Lender Agreement”: That certain agreement between noteholders, dated as of November 30, 2020 by and between the holders of the respective promissory notes evidencing the JW Marriott Nashville Whole Loan, relating to the relative rights of such holders, as the same may be further amended in accordance with the terms thereof.

JW Marriott Nashville Loan REMIC”: A segregated asset pool designated as a REMIC pursuant to the related REMIC Declaration consisting of the JW Marriott Nashville Mortgage Loan, collections thereon, any related REO Property acquired in respect thereof and all proceeds of such REO Property, other property related thereto, and amounts received in respect thereof from time to time.

JW Marriott Nashville Loan REMIC Regular Interest”: With respect to the JW Marriott Nashville Loan REMIC, the uncertificated “regular interests”, within the meaning of Section 860G(a)(1) of the Code, in the JW Marriott Nashville Loan REMIC and as set forth in the JW Marriott Nashville Loan REMIC Declaration. For the avoidance of doubt, the principal balance of the JW Marriott Nashville Loan REMIC Regular Interest shall at all times equal the combined outstanding Stated Principal Balance of the JW Marriott Nashville Mortgage Loan (or, if applicable, the deemed Stated Principal Balance of any successor REO Loan). The interest rate on the JW Marriott Nashville Loan REMIC Regular Interest shall be the Mortgage Rate of the JW Marriott Nashville Mortgage Loan. Payments and other collections of amounts received on or in respect of the JW Marriott Nashville Mortgage Loan (or any related REO Property) shall be deemed distributable on the JW Marriott Nashville Loan REMIC Regular Interest to the extent of the principal, interest at the related Mortgage Rate and Yield Maintenance Charges due thereon. The JW Marriott Nashville REMIC Loan Regular Interest shall be an asset of the Lower-Tier REMIC.

JW Marriott Nashville Loan REMIC Residual Interest”: With respect to the JW Marriott Nashville Loan REMIC, the sole class of “residual interests”, within the meaning of Section 860G(a)(2) of the Code, in the JW Marriott Nashville Loan REMIC and as set forth in the JW Marriott Nashville Loan REMIC Declaration, beneficial ownership of which shall be evidenced by the Class R Certificates.

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KBRA”: Kroll Bond Rating Agency, LLC, and its successors in interest. If neither KBRA nor any successor remains in existence, “KBRA” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer, the Directing Holder and each Special Servicer and specific ratings of KBRA herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.

Late Collections”: With respect to any Mortgage Loan, Whole Loan or Companion Loan, all amounts received thereon prior to the related Determination Date, whether as payments, Insurance and Condemnation Proceeds, Liquidation Proceeds or otherwise, which represent late payments or collections of principal or interest due in respect of such Mortgage Loan, Whole Loan or Companion Loan, as applicable (without regard to any acceleration of amounts due thereunder by reason of default), on a Due Date prior to the immediately preceding Determination Date and not previously recovered. With respect to any REO Loan, all amounts received in connection with the related REO Property prior to the related Determination Date, whether as Insurance and Condemnation Proceeds, Liquidation Proceeds, REO Revenues or otherwise, which represent late collections of principal or interest due or deemed due in respect of such REO Loan or the predecessor Mortgage Loan, Whole Loan or Companion Loan, as applicable (without regard to any acceleration of amounts due under the predecessor Mortgage Loan, Whole Loan or Companion Loan, as applicable, by reason of default), on a Due Date prior to the immediately preceding Determination Date and not previously recovered. The term “Late Collections” shall specifically exclude Penalty Charges. With respect to any Whole Loan, as used in this Agreement, Late Collections shall refer to such portion of Late Collections to the extent allocable to the related Mortgage Loan or related Companion Loan, as applicable, pursuant to the terms of the related Co-Lender Agreement. With respect to the SOMA Teleco Office Whole Loan or the Amazon Seattle Whole Loan, as used in this Agreement, Late Collections shall refer to such portion of Late Collections to the extent allocable to the related Mortgage Loan or the related Trust Subordinate Companion Loan, as applicable, pursuant to the terms of the related Co-Lender Agreement.

Liquidation Event”: With respect to any Mortgage Loan or Trust Subordinate Companion Loan or with respect to any REO Property (and the related REO Loan), any of the following events: (i) such Mortgage Loan or Trust Subordinate Companion Loan is paid in full; (ii) a Final Recovery Determination is made with respect to such Mortgage Loan or Trust Subordinate Companion Loan; (iii) such Mortgage Loan is repurchased by the applicable Mortgage Loan Seller pursuant to Section 6 of the related Mortgage Loan Purchase Agreement; (iv) such Mortgage Loan or Trust Subordinate Companion Loan is purchased by any Special Servicer, or by any Companion Holder, the SOMA Teleco Office Loan-Specific Directing Holder, the Amazon Seattle Loan-Specific Directing Holder or any mezzanine lender (as applicable) pursuant to Section 3.16 (and the related Co-Lender Agreement, as applicable); (v) such Mortgage Loan or Trust Subordinate Companion Loan is purchased by any Special Servicer, the Master Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates pursuant to Section 9.01 or acquired by the Sole Owner in exchange for its Certificates pursuant to Section 9.01; or (vi) such Mortgage Loan or Trust Subordinate Companion Loan is sold by any Special Servicer pursuant to the terms of this Agreement.

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Liquidation Expenses”: All customary, reasonable and necessary “out of pocket” costs and expenses incurred by any Special Servicer in connection with a liquidation of any Specially Serviced Mortgage Loan or REO Property (except with respect to a Non-Serviced Mortgaged Property) pursuant to Section 3.16 (including, without limitation, legal fees and expenses, committee or referee fees and, if applicable, brokerage commissions and conveyance taxes).

Liquidation Fee”: A fee payable to the applicable Special Servicer (i) with respect to each Specially Serviced Mortgage Loan or REO Property (except with respect to a Non-Serviced Mortgage Loan) as to which any Special Servicer receives (a) a full, partial or discounted payoff from or on behalf of the related Mortgagor or (b) any Liquidation Proceeds or Insurance and Condemnation Proceeds (including the related Companion Loan, if applicable) (in any case, other than amounts for which a Workout Fee has been paid, or will be payable) and (ii) except as described below, with respect to any Mortgage Loan and any related Serviced Companion Loan (with respect to any Serviced Companion Loan, only to the extent that (a) the applicable Special Servicer is enforcing the applicable Mortgage Loan Seller’s obligations under the applicable Mortgage Loan Purchase Agreement with respect to such Serviced Companion Loan and (b) the related Liquidation Fee is not otherwise required to be paid to the applicable Special Servicer engaged with respect to such Serviced Companion Loan securitization trust or otherwise prohibited from being paid to the applicable Special Servicer (in each case, under the related Other Pooling and Servicing Agreement)) for which the applicable Special Servicer is the Enforcing Servicer and either (A) such Mortgage Loan (and Serviced Companion Loan, if applicable) is repurchased or substituted for by the applicable Mortgage Loan Seller or (B) a Loss of Value Payment has been made with respect to such Mortgage Loan (and Serviced Companion Loan, if applicable), equal to the product of the Liquidation Fee Rate and the proceeds of such full, partial or discounted payoff or other partial payment or the Liquidation Proceeds or Insurance and Condemnation Proceeds (net of the related costs and expenses associated with the related liquidation) related to such liquidated Mortgage Loan, Specially Serviced Mortgage Loan or REO Property, as the case may be; provided, however, that no Liquidation Fee shall be payable with respect to (a) the purchase of any Specially Serviced Mortgage Loan by any Special Servicer or any Affiliate thereof (except if such Affiliate purchaser is the Directing Holder or any Affiliate thereof; provided, however, that prior to a Control Termination Event, if the Directing Holder or an Affiliate thereof, purchases any Specially Serviced Mortgage Loan within ninety (90) days after the applicable Special Servicer delivers to the Directing Holder for its approval the initial Asset Status Report with respect to such Specially Serviced Mortgage Loan, such Special Servicer will not be entitled to a Liquidation Fee in connection with such purchase by the Directing Holder or its Affiliates), (b) any event described in clause (iv) and clause (vii) of the definition of “Liquidation Proceeds” (or any substitution in lieu of a repurchase) so long as such Repurchase, substitution or Loss of Value Payment occurs prior to the termination of the Initial Cure Period or, if any, the Extended Cure Period, (c) any event described in clauses (v) and (vi) of the definition of “Liquidation Proceeds”, as long as, with respect to a purchase pursuant to clause (vi) of the definition of “Liquidation Proceeds”, a purchase occurs within ninety (90) days (as may be extended) of such holder’s purchase option first becoming exercisable during that period prior to such Mortgage Loan becoming a Corrected Loan pursuant to the related Co-Lender Agreement, (d) with respect to a Serviced Companion Loan, (x) a repurchase of such Serviced Companion Loan by the applicable Mortgage Loan Seller for a breach of a representation or warranty or for a defective or

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deficient mortgage loan documentation under an Other Pooling and Servicing Agreement within the time period (or extension thereof) provided for such repurchase of such repurchase occurs prior to the termination of the extended resolution period provided therein or (y) a purchase of such Serviced Companion Loan by any applicable party to the Other Pooling and Servicing Agreement pursuant to a clean-up call or similar liquidation of the Other Securitization; (e) with respect to the Amazon Seattle Whole Loan, the purchase of the Amazon Seattle Whole Loan by the holder of the related mezzanine loan pursuant to the related mezzanine intercreditor agreement within 90 days after the first time that such holder’s option to purchase the Amazon Seattle Whole Loan becomes exercisable (provided that for the avoidance of doubt, if there are one or more purchase notices that are delivered subsequent to the initial purchase notice, as long as the event that resulted in the first purchase notice (or the preceding purchase notice) has, within the 90-day period from the date the applicable purchase notice was given to such holder of the related mezzanine loan, ceased, been cured, been waived by the Master Servicer or the Amazon Seattle Special Servicer in writing, or otherwise was no longer in effect during such period, such 90-day period will commence on the date of any subsequent purchase notice given to such holder of the related mezzanine loan), (f) the purchase of all of the Mortgage Loans and REO Properties and, if applicable, the Trust Subordinate Companion Loans, in connection with an optional termination of the Trust; or (g) if a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Mortgage Loan solely because of a Special Servicing Transfer Event described in clause (i) of the definition of “Special Servicing Transfer Event”, Liquidation Proceeds are received within ninety (90) days following the related Maturity Date as a result of such Mortgage Loan or Serviced Whole Loan being refinanced or otherwise repaid in full (but, in the event that a Liquidation Fee is not payable due to the application of any of clauses (a) through (f) above, the Special Servicer may still collect and retain a Liquidation Fee and similar fees from the related Mortgagor to the extent provided for in, or not prohibited by, the related loan documents). The Liquidation Fee for each such repurchased or substituted Mortgage Loan, Specially Serviced Mortgage Loan or REO Property will be payable from, and will be calculated by application of the Liquidation Fee Rate, to the related payment or proceeds; provided that the Liquidation Fee with respect to any Specially Serviced Mortgage Loan or REO Property will be reduced by the amount of any Excess Modification Fees paid by or on behalf of the related borrower with respect to the Specially Serviced Mortgage Loan or REO Property as described in the definition of “Excess Modification Fees”, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee; provided, however, that any such fee payable with respect to the Serviced Companion Loan will be payable solely from proceeds on such Serviced Companion Loan; provided, further, that except as contemplated by each of the immediately preceding provisos and the second following paragraph, no Liquidation Fee will be less than $25,000.

Liquidation Fee Rate”: A rate equal to the lesser of (a) such rate as would result in a Liquidation Fee of $1,000,000 and (b) 1.0% with respect to each Mortgage Loan (or 0.50% in the case of the Amazon Seattle Whole Loan) (including with respect to any related Serviced Companion Loan, to the extent provided in the definition of “Liquidation Fee”) repurchased, substituted or for which a Loss of Value Payment has been made, as contemplated by Section 2.03 of this Agreement, each Specially Serviced Mortgage Loan and each REO Property, provided, however, that except as contemplated in the definition of “Liquidation Fee”, no Liquidation Fee will be less than $25,000.

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Liquidation Proceeds”: Cash amounts received by or paid to the Master Servicer or any Special Servicer in connection with: (i) the liquidation (including a payment in full) of a Mortgaged Property or other collateral constituting security for a Defaulted Loan or defaulted Companion Loan, through a trustee’s sale, foreclosure sale, REO Disposition or otherwise, exclusive of any portion thereof required to be released to the related Mortgagor in accordance with applicable law and the terms and conditions of the related Mortgage Note and Mortgage; (ii) the realization upon any deficiency judgment obtained against a Mortgagor; (iii) any sale of (A) a Specially Serviced Mortgage Loan pursuant to Section 3.16(a) or (B) any REO Property pursuant to Section 3.16(b); (iv) the Repurchase of a Mortgage Loan or Trust Subordinate Companion Loan by the applicable Mortgage Loan Seller pursuant to Section 6 of the related Mortgage Loan Purchase Agreement; (v) the purchase of a Mortgage Loan, Trust Subordinate Companion Loan or an REO Property by the Holders of the majority of the Controlling Class, any Special Servicer, the Master Servicer or the Holders of the Class R Certificates pursuant to Section 9.01; (vi) the purchase of a Mortgage Loan, Trust Subordinate Companion Loan or an REO Property by (a) the applicable Subordinate Companion Holder or (b) the related mezzanine lender pursuant to Section 3.16 and the related Co-Lender Agreement; or (vii) the transfer of any Loss of Value Payments from the Loss of Value Reserve Fund to the Collection Account in accordance with Section 3.05(f) of this Agreement (provided that, for the purpose of determining the amount of the Liquidation Fee (if any) payable to the applicable Special Servicer in connection with such Loss of Value Payment, the full amount of such Loss of Value Payment shall be deemed to constitute “Liquidation Proceeds” from which the Liquidation Fee (if any) is payable as of such time such Loss of Value Payment is made by the applicable Mortgage Loan Seller). With respect to any Whole Loan, as used in this Agreement, Liquidation Proceeds shall refer to such portion of Liquidation Proceeds to the extent allocable to the related Mortgage Loan or related Companion Loan, as applicable, pursuant to the terms of the related Co-Lender Agreement.

Loan-Related Litigation”: As defined in Section 3.31(a).

Loan REMIC”: As defined in the Preliminary Statement.

Loan REMIC Regular Interest”: The JW Marriott Nashville Loan REMIC Regular Interest.

Loan REMIC Residual Distribution Account”: The account or accounts created and maintained as a separate account or accounts by the Certificate Administrator pursuant to Section 3.04(e) of this Agreement, which shall be entitled “Wells Fargo Bank, National Association, as Certificate Administrator on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered Holders of Benchmark 2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25, Loan REMIC Residual Distribution Account” and which must be an Eligible Account. The Loan REMIC Residual Distribution Account shall be held solely for the benefit of the Holders of the Class R Certificates. The Loan REMIC Residual Distribution Account shall not be an asset of the Lower-Tier REMIC, the Upper-Tier REMIC, either Trust Subordinate Companion Loan REMIC or the Serviced Loan REMIC, but rather shall be an asset of the Grantor Trust.

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Loan REMIC Residual Interest”: The JW Marriott Nashville Loan REMIC Residual Interest.

Loan-Specific Certificates”: The Amazon Seattle Loan-Specific Certificates and the SOMA Teleco Office Loan-Specific Certificates, collectively.

Loan-Specific Directing Holder”: (a) With respect to the SOMA Teleco Office Whole Loan, the SOMA Teleco Office Loan-Specific Directing Holder, (b) with respect to the Amazon Seattle Whole Loan, the Amazon Seattle Loan-Specific Directing Holder, and (c) with respect to a Servicing Shift Whole Loan, the “Controlling Holder”, the “Directing Certificateholder”, the “Directing Holder”, the “Directing Lender” or any analogous concept set forth under the related Co-Lender Agreement. Prior to the applicable Servicing Shift Securitization Date, the Loan-Specific Directing Holder with respect to the related Servicing Shift Whole Loan will be the holder of the related Servicing Shift Lead Note identified in the Preliminary Statement. On and after the related Servicing Shift Securitization Date, there will be no Loan-Specific Directing Holder under this Agreement with respect to the related Servicing Shift Whole Loan. As of the Closing Date, there is no Servicing Shift Whole Loan related to the Trust, and therefore no Servicing Shift Lead Note or Loan-Specific Directing Holder related thereto.

Loan-Specific Initial Purchasers”: The Amazon Seattle Loan Specific Initial Purchasers and the SOMA Teleco Office Loan-Specific Initial Purchasers, collectively.

Loss of Value Payment”: As defined in Section 2.03(b) of this Agreement.

Loss of Value Reserve Fund”: The “outside reserve fund” (within the meaning of Treasury Regulations Section 1.860G-2(h)) designated as such pursuant to Section 3.04(h) of this Agreement. The Loss of Value Reserve Fund will be part of the Trust Fund but not part of the Grantor Trust or any Trust REMIC.

Lower-Tier Distribution Amount”: As defined in Section 4.01(f).

Lower-Tier Principal Amount”: With respect to any Class of Lower-Tier Regular Interests or Trust Subordinate Companion Loan REMIC Regular Interests, the LRI Uncertificated Interest, (i) on or prior to the first Distribution Date, an amount equal to the Original Lower-Tier Principal Amount of such Class or the LRI Uncertificated Interest as specified in the Preliminary Statement hereto, and (ii) as of any date of determination after the first Distribution Date, an amount equal to the Certificate Balance of the Class of Related Certificates or the Pooled RR Interest Balance of the Pooled RR Interest on the Distribution Date immediately prior to such date of determination (determined as adjusted pursuant to Section 1.02(iii)), and as set forth in Section 4.01(a), Section 4.01(d) or Section 4.01(f), respectively.

Lower-Tier Regular Interests”: Any of the Class LA1, Class LA2, Class LA3, Class LA4, Class LA5, Class LASB, Class LAS, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH and Class LRR Uncertificated Interests and the LRI Uncertificated Interest.

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Lower-Tier REMIC”: One of five separate REMICs comprising a portion of the Trust Fund, the assets of which consist of the Mortgage Loans (other than the assets held by the Loan REMIC and exclusive of Excess Interest), the Loan REMIC Regular Interest and the proceeds thereof (exclusive of Excess Interest), any REO Property with respect thereto (or an allocable portion thereof, in the case of any Serviced Mortgage Loan), or the Trust’s beneficial interest in the REO Property with respect to a Non-Serviced Whole Loan, such amounts as shall from time to time be held in the Collection Account (other than with respect to any Companion Loan), the related portion of the REO Accounts, if any, the Interest Reserve Account, the Pooled Non-VRR Gain-on-Sale Reserve Account, the Pooled VRR Gain-on-Sale Reserve Account, the Lower-Tier REMIC Distribution Account and all other properties included in the Trust Fund that are not in the Trust Subordinate Companion Loan REMICs, the Upper-Tier REMIC or the Grantor Trust (other than the Loss of Value Reserve Fund).

Lower-Tier REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders and the Pooled RR Interest Owner, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of Benchmark 2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25, and the Pooled RR Interest Owner, Lower-Tier REMIC Distribution Account”. Any such account, accounts or sub-accounts shall be an Eligible Account.

LRI Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.

LTV Ratio”: With respect to any Mortgage Loan, as of any date of determination, a fraction, expressed as a percentage, the numerator of which is the scheduled principal balance of such Mortgage Loan, as of such date (assuming no defaults or prepayments on such Mortgage Loan prior to that date), and the denominator of which is the Appraised Value of the related Mortgaged Property.

MAI”: Member of the Appraisal Institute.

Major Decision”: As defined in Section 6.08(a).

Major Decision Reporting Package”: means, with respect to any Major Decision for which it is processing, a written report by the Master Servicer or the applicable Special Servicer, as applicable, describing in reasonable detail (i) the background and circumstances requiring action of the Master Servicer or the applicable Special Servicer, as applicable, and (ii) the proposed course of action recommended.

Majority-Owned Affiliate”: As defined in the Risk Retention Rule.

Master Servicer”: With respect to each of the Mortgage Loans, Midland Loan Services, a Division of PNC Bank, National Association, a national banking association, and its successors in interest and assigns, or any successor appointed as allowed herein.

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Master Servicer Major Decision”: Any Major Decision with respect to a Non-Specially Serviced Mortgage Loan under clause (xiii) of the definition of “Major Decision.”

Master Servicer Proposed Course of Action Notice”: As defined in Section 2.03(i) of this Agreement.

Master Servicer Remittance Date”: The Business Day immediately preceding each Distribution Date.

Material Defect”: As defined in Section 2.03(b) of this Agreement.

Material Document Defect”: As defined in Section 2.03(b) of this Agreement.

Maturity Date”: With respect to any Mortgage Loan, Whole Loan or Companion Loan, as of any date of determination, the date on which the last payment of principal is due and payable under the related Mortgage Note, after taking into account all Principal Prepayments received prior to such date of determination, but without giving effect to (i) any acceleration of the principal of such Mortgage Loan, Whole Loan or Companion Loan by reason of default thereunder or (ii) any Grace Period permitted by the related Mortgage Note.

Merger Notice”: As defined in Section 6.03(b).

Modification Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Companion Loans, any and all fees with respect to a modification, extension, waiver or amendment that modifies, extends, amends or waives any term of the Mortgage Loan documents and/or related Serviced Companion Loan documents (as evidenced by a signed writing) agreed to by the Master Servicer or the applicable Special Servicer, as applicable (other than all assumption fees, assumption application fees, consent fees, defeasance fees, Special Servicing Fees, Liquidation Fees or Workout Fees).

Moody’s”: Moody’s Investors Service, Inc., and its successors in interest. If neither Moody’s nor any successor remains in existence, “Moody’s” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer, the Directing Holder and the applicable Special Servicer, and specific ratings of Moody’s herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.

Morningstar”: Morningstar Credit Ratings, LLC, or any successor in interest. If neither such rating agency nor any successor remains in existence, “Morningstar” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the other parties hereto, and specific ratings of Morningstar herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.

Mortgage”: With respect to any Mortgage Loan or Companion Loan, the mortgage(s), deed(s) of trust or other instrument(s) securing the related Mortgage Note and

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creating a first mortgage lien on the fee and/or leasehold interest in the related Mortgaged Property.

Mortgage File”: With respect to each Mortgage Loan or Companion Loan, if applicable, but subject to Section 2.01, collectively the following documents; provided that for the avoidance of doubt, references to the Mortgage File for the Trust Subordinate Companion Loans shall refer to the Mortgage File for the SOMA Teleco Office Mortgage Loan or the Amazon Seattle Mortgage Loan, as applicable, and the Mortgage Note(s) evidencing such Trust Subordinate Companion Loan:

(1)               the original executed Mortgage Note for such Mortgage Loan, endorsed (without recourse, representation or warranty, express or implied) to the order of “Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of Benchmark 2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25, and the Pooled RR Interest Owner”, or in blank, and further showing a complete, unbroken chain of endorsement from the originator (if such originator is not the Mortgage Loan Seller of the related Mortgage Loan) (or, alternatively, executed Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note) and in the case of a Serviced Whole Loan, a copy of the executed Mortgage Note for the related Companion Loan;

(2)               an original or copy of the Mortgage, together with an original or copy of any intervening assignments of the Mortgage, in each case (unless the particular item has not been returned from the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recorder’s office;

(3)               an original or a copy of any related Assignment of Leases (if such item is a document separate from the Mortgage), together with originals or copies of any intervening assignments thereof, in each case (unless the particular item has not been returned from the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recorder’s office;

(4)               an original executed assignment, in recordable form (except for missing recording information not yet available if the instrument being assigned has not been returned from the applicable recording office), of (A) the Mortgage and (B) any related Assignment of Leases (if such item is a document separate from the Mortgage), in favor of “Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of Benchmark 2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25, and the Pooled RR Interest Owner” and the holder of the related Companion Loan, as their interests may appear or a copy of such assignment (if the related Mortgage Loan Seller or its designee, rather than the Trustee or Certificate Administrator, is responsible for the recording thereof);

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(5)               an original or copy of the assignment of all unrecorded documents relating to the Mortgage Loan, in favor of the Trustee, for the benefit of the registered Holders of the Certificates, the Pooled RR Interest Owner and the holder of the related Companion Loan, as their interests may appear;

(6)               originals or copies of final written modification, consolidation, assumption, written assurance and substitution agreements in those instances where the terms or provisions of the Mortgage or Mortgage Note for such Mortgage Loan (or, if applicable, any Mortgage Note of a Whole Loan) or the related Mortgage have been modified or the Mortgage Loan has been assumed or consolidated, in each case (unless the particular item has not been returned from the applicable recording office) with evidence of recording indicated thereon if the instrument being modified is a recordable document;

(7)               the original (which may be in the form of an electronically issued title policy) or a copy of the policy or certificate of lender’s title insurance issued in connection with such Mortgage Loan or the related Serviced Whole Loan, or, if such policy has not been issued, a “marked up” pro forma title policy marked as binding and countersigned by the title insurer or its authorized agent, or an irrevocable, binding commitment to issue such title insurance policy;

(8)               an original or copy of the related Ground Lease relating to such Mortgage Loan (or the related Serviced Whole Loan, if applicable), if any, and any ground lessor estoppel;

(9)               an original or copy of the related loan agreement, if any;

(10)             an original of any guaranty under such Mortgage Loan or the related Whole Loan, if any;

(11)             an original or copy of the environmental indemnity from the related Mortgagor, if any;

(12)             an original or copy of the related escrow agreement and the related security agreement (in each case, if such item is a document separate from the Mortgage) and, if applicable, the originals or copies of any intervening assignments thereof;

(13)            an original assignment of the related security agreement (if such item is a document separate from the Mortgage and if such item is not included in the assignment described in clause (v)), in favor of the Trustee, for the benefit of the Certificateholders, the Pooled RR Interest Owner and the holder of the related Companion Loan, as their interests may appear;

(14)             any filed copies (bearing evidence of filing) or evidence of filing of any UCC Financing Statements in favor of the originator of such Mortgage Loan or the related Whole Loan or in favor of any assignee prior to the Trustee, and an original UCC-3 assignment thereof, in form suitable for filing, in favor of

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the Trustee, (or, in each case, a copy thereof, certified to be the copy of such assignment submitted or to be submitted for filing);

(15)             an original or copy of the lock-box agreement or cash management agreement relating to a Mortgage Loan or a Serviced Whole Loan;

(16)             in the case of any Mortgage Loan or the related Whole Loan as to which there exists a related mezzanine loan, an original or a copy of any related mezzanine intercreditor agreement;

(17)             an original or copy of any related environmental Insurance Policy or environmental guaranty relating to a Mortgage Loan or a Serviced Whole Loan;

(18)             a copy of any letter of credit relating to such Mortgage Loan or the related Whole Loan and any related assignment thereof (with the original to be delivered to the Master Servicer);

(19)             copies of any franchise agreement, property management agreement or hotel management agreement and related comfort letters (together with (i) copies of any notices of transfer that are necessary to transfer or assign to the issuing entity or the Trustee, the benefits of such comfort letter or (ii) if the related comfort letter contemplates that a request be made of the related franchisor to issue a replacement comfort letter for the benefit of the issuing entity or Trustee, a copy of the notice requesting the issuance of such replacement comfort letter (the copy of such notice shall be delivered by the related Mortgage Loan Seller to the Custodian for inclusion in the Mortgage File within the time period set forth in this Agreement and/or estoppel letters relating to such Mortgage Loan or the related Serviced Whole Loan and any related assignment thereof));

(20)             in the case of the Loan REMIC, a copy of the related REMIC Declaration; and

(21)             in the case of a Whole Loan, an original or a copy of the related Co-Lender Agreement;

provided that with respect to any Mortgage Loan that is a Non-Serviced Mortgage Loan on the Closing Date, the foregoing documents (other than the documents described in clause (1) above) will be delivered to and held by the custodian under the related Non-Serviced Pooling Agreement on or prior to the Closing Date; provided, however, that (a) whenever the term “Mortgage File” is used to refer to documents held by the Custodian, such term shall not be deemed to include such documents and instruments required to be included therein unless they are actually received by the Custodian, (b) if there exists with respect to any Crossed Mortgage Loan Group only one original or certified copy of any document referred to in the definition of “Mortgage File” covering all of the Mortgage Loans in such Crossed Mortgage Loan Group, then the inclusion of such original or certified copy in the Mortgage File for any of the Mortgage Loans constituting such Crossed Mortgage Loan Group shall be deemed the inclusion of such original or certified copy in the Mortgage File for each such Mortgage Loan, (c) to the extent that

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this Agreement refers to a “Mortgage File” for a Companion Loan, such “Mortgage File” shall be construed to mean the Mortgage File for the related Mortgage Loan (except that references to the Mortgage Note for a Companion Loan otherwise described above shall be construed to instead refer to a photocopy of such Mortgage Note), (d) with respect to any Mortgage Loan that has a Serviced Companion Loan, the execution and/or recordation of any Assignment of Mortgage, any separate assignment of Assignment of Leases and any assignment of any UCC Financing Statement in the name of the Trustee, shall not be construed to limit the beneficial interest of the related Companion Holder(s) in such instrument and the benefits intended to be provided to them by such instrument, it being acknowledged that (i) the Trustee, shall hold such record title for the benefit of the Trust as the holder of the related Mortgage Loan and the related Companion Holder(s) collectively and (ii) any efforts undertaken by the Trustee, the Master Servicer, or the applicable Special Servicer on its behalf to enforce or obtain the benefits of such instrument shall be construed to be so undertaken by Trustee, the Master Servicer or the applicable Special Servicer for the benefit of the Trust as the holder of the applicable Mortgage Loan and the related Companion Holder(s) collectively, and (e) in connection with any Non-Serviced Mortgage Loan, the preceding document delivery requirements will be met by the delivery by the related Mortgage Loan Seller of copies of the documents specified above (other than the Mortgage Note and intervening endorsements evidencing such Mortgage Loan, with respect to which the original shall be required) including a copy of the Mortgage securing the applicable Mortgage Loan and any assignments or other transfer documents referred to in clauses (3), (4), (6), (7), (9) and (10) above as being in favor of the Trustee shall instead be in favor of the applicable Non-Serviced Trustee and need only be in such form as was delivered to the applicable Non-Serviced Trustee or a custodian on its behalf, provided that with respect to such Non-Serviced Mortgage Loan if Wells Fargo Bank, National Association is also the custodian with respect to such Non-Serviced Mortgage Loan then no copies of the Mortgage File relating to such Non-Serviced Mortgage Loan shall be delivered and (f) in connection with any Servicing Shift Mortgage Loan, the foregoing documents shall be delivered to the Custodian by the applicable Mortgage Loan Seller on or prior to the Closing Date and such documents (other than the documents described in clause (1) above) shall be transferred to the custodian pursuant to Section 2.01(i).

Notwithstanding anything to the contrary contained herein, with respect to a Joint Mortgage Loan, delivery of the Mortgage File (other than with respect to the original Mortgage Note and the other documents referenced in clause (1) of the definition of “Mortgage File” held by or from the related Mortgage Loan Seller) by either of the applicable Mortgage Loan Sellers shall satisfy the delivery requirements for both of the applicable Mortgage Loan Sellers.

Mortgage Loan”: Each of the mortgage loans (other than (i) the Trust Subordinate Companion Loans and (ii) the Crossed Underlying Loans of a Crossed Mortgage Loan Group, it being understood that for the purposes of this Agreement each Crossed Mortgage Loan Group shall be treated as one Mortgage Loan) transferred and assigned to the Trustee, pursuant to Section 2.01 and to be held by the Trust. As used herein, the term “Mortgage Loan” includes the related Mortgage Note, Mortgage and other documents contained in the related Mortgage File and any related agreements. The term “Mortgage Loan” shall, as of any date of determination, include any Qualified Substitute Mortgage Loan that has replaced a Mortgage Loan pursuant to Section 2.03 and exclude any such replaced Mortgage Loan.

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Mortgage Loan Purchase Agreement”: Each agreement between the Depositor and each Mortgage Loan Seller, relating to the transfer of all of such Mortgage Loan Seller’s right, title and interest in and to the related Mortgage Loans and Trust Subordinate Companion Loans, if applicable.

Mortgage Loan Schedule”: The list of Mortgage Loans and the Trust Subordinate Companion Loans transferred on the Closing Date to the Trustee as part of the Trust Fund, attached hereto as Exhibit B, which list sets forth the following information with respect to each Mortgage Loan and Trust Subordinate Companion Loan so transferred:

(i)          the loan identification number (as specified in Annex A-1 to the Prospectus);

(ii)         the street address (including city, state, and zip code) and name of the related Mortgaged Property;

(iii)        the Mortgage Rate in effect at origination;

(iv)        the Net Mortgage Rate in effect at the Cut-off Date;

(v)         the original principal balance;

(vi)        the Cut-off Date Principal Balance;

(vii)       the Maturity Date or Anticipated Repayment Date;

  

(viii)         the amount of the Periodic Payment due on the first Due Date following the Cut-off Date (or, in the case of a Mortgage Loan that provides an initial interest-only period and provides for scheduled amortization payments after the expiration of such interest-only period, the average of the first 12 monthly payments of principal and interest payable during the amortization period);

(ix)          the applicable Servicing Fee Rate;

(x)         whether the Mortgage Loan or Trust Subordinate Companion Loan is a 30/360 Mortgage Loan or an Actual/360 Mortgage Loan;

(xi)        whether such Mortgage Loan or Trust Subordinate Companion Loan is secured by the related Mortgagor’s interest in a Ground Lease;

(xii)       the related Mortgage Loan Seller;

(xiii)      whether the related Mortgage Loan or Trust Subordinate Companion Loan is secured by a letter of credit;

(xiv)       the Due Date;

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(xv)      whether the Mortgage Loan is part of a Whole Loan; and

(xvi)     whether the Mortgage Loan has any related mezzanine debt or other subordinate debt.

Such Mortgage Loan Schedule shall also set forth the aggregate of the amounts described under clause (vii) above for all of the Mortgage Loans. Such list may be in the form of more than one list, collectively setting forth all of the information required.

Mortgage Loan Seller”: Each of (i) Goldman Sachs Mortgage Company, a New York limited partnership, and its successors-in-interest, (ii) Citi Real Estate Funding Inc., a New York corporation, and its successors-in-interest, (iii) German American Capital Corporation, a Maryland corporation, and its successors-in-interest, and (iv) JPMorgan Chase Bank, National Association, a national banking association organized under the laws of the United States and its successors-in-interest.

Mortgage Loan Seller Percentage Interest”: With respect to a Joint Mortgage Loan and each applicable Mortgage Loan Seller with respect thereto, a fraction, expressed as a percentage, the numerator of which is equal to the aggregate Cut-off Date Principal Balance of the promissory notes contributed by such Mortgage Loan Seller to this securitization, and the denominator of which is equal to the Cut-off Date Principal Balance of such Joint Mortgage Loan.

Mortgage Note”: The original executed note(s) evidencing the indebtedness of a Mortgagor under a Mortgage Loan or Companion Loan, as the case may be, together with any rider, addendum or amendment thereto.

Mortgage Rate”: With respect to: (i) any Mortgage Loan (including any Non-Serviced Mortgage Loan), REO Loan, Companion Loan or Whole Loan, on or prior to its Maturity Date, the annual rate at which interest is scheduled (in the absence of a default) to accrue (or, if and while it is an REO Loan, is deemed to accrue) on such Mortgage Loan, REO Loan, Companion Loan or Whole Loan from time to time in accordance with the related Mortgage Note, promissory note or componentization notice and applicable law; or (ii) any Mortgage Loan (including any Non-Serviced Mortgage Loan), REO Loan, Companion Loan, Whole Loan or Trust Subordinate Companion Loan after its Maturity Date, the annual rate described in clause (i) above determined without regard to the passage of such Maturity Date.

Mortgaged Property”: The real property subject to the lien of a Mortgage.

Mortgagor”: The obligor or obligors on a Mortgage Note, including without limitation, any Person that has acquired the related Mortgaged Property and assumed the obligations of the original obligor under the Mortgage Note and including in connection with any Mortgage Loan that utilizes an indemnity deed of trust structure, the borrower and the Mortgaged Property owner/payment guarantor/mortgagor individually and collectively, as the context may require.

Net Investment Earnings”: With respect to the Collection Accounts, the Servicing Accounts or the REO Accounts or Serviced Whole Loan Custodial Account for any

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period from any Distribution Date to the immediately succeeding Master Servicer Remittance Date, the amount, if any, by which the aggregate of all interest and other income realized during such period on funds relating to the Trust Fund held in such account, exceeds the aggregate of all losses, if any, incurred during such period in connection with the investment of such funds in accordance with Section 3.06.

Net Investment Loss”: With respect to the Collection Account, the Servicing Accounts or the REO Accounts or Serviced Whole Loan Custodial Account for any period from any Distribution Date to the immediately succeeding Master Servicer Remittance Date, the amount by which the aggregate of all losses, if any, incurred during such period in connection with the investment of funds relating to the Trust held in such account in accordance with Section 3.06, exceeds the aggregate of all interest and other income realized during such period on such funds.

Net Mortgage Rate”: With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan), REO Loan (including any portion of an REO Loan related to any Trust Subordinate Companion Loan, but excluding the portion of the REO Loan related to any other Companion Loan) and Trust Subordinate Companion Loan as of any date of determination, a rate per annum equal to the related Mortgage Rate then in effect (without regard to any increase in the interest rate of any ARD Loan after the related Anticipated Repayment Date), minus the related Administrative Cost Rate; provided, however, that for purposes of calculating Pass-Through Rates and Withheld Amounts, the Net Mortgage Rate for any Mortgage Loan or Trust Subordinate Companion Loan will be determined without regard to any default interest rate, any modification, waiver or amendment of the terms of the related Mortgage Loan or Trust Subordinate Companion Loan, whether agreed to by the Master Servicer or the applicable Special Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the Mortgagor or otherwise; provided, further, that for any Mortgage Loan that accrues interest on an Actual/360 Basis and the Trust Subordinate Companion Loans, then, solely for purposes of calculating Pass-Through Rates, the Pooled Weighted Average Net Mortgage Rate, the Net Mortgage Rate of such Mortgage Loan or Trust Subordinate Companion Loan or for any one-month period preceding a related Due Date will be the annualized rate at which interest would have to accrue in respect of such Mortgage Loan or Trust Subordinate Companion Loan on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of interest actually accrued in respect of such Mortgage Loan or Trust Subordinate Companion Loan during such one-month period at the related Net Mortgage Rate; provided, further, that, with respect to each Actual/360 Mortgage Loan, the Net Mortgage Rate for the one-month period (A) preceding the Due Dates that occur in January and February in any year which is not a leap year or preceding the Due Date that occurs in February in any year which is a leap year (in either case, unless the related Distribution Date is the final Distribution Date), will be determined exclusive of any Withheld Amounts and (B) preceding the Due Date in March (or February, if the related Distribution Date is the final Distribution Date), will be determined inclusive of the amounts withheld in the immediately preceding January and February, if applicable. With respect to any REO Loan, the Net Mortgage Rate shall be calculated as described above, determined as if the predecessor Mortgage Loan or Trust Subordinate Companion Loan had remained outstanding. With respect to any Mortgage Loan held by a Loan REMIC, the computations set forth above shall be made with respect to the related Loan REMIC Regular Interest instead of the related Mortgage Loan.

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Net Operating Income”: With respect to any Mortgaged Property, for any Mortgagor’s fiscal year end, Net Operating Income will be calculated in accordance with the standard definition of “Net Operating Income” approved from time to time endorsed and put forth by the CREFC®.

New Lease”: Any lease of REO Property entered into at the direction of the applicable Special Servicer on behalf of the Trust, including any lease renewed, modified or extended on behalf of the Trust, if the Trust has the right to renegotiate the terms of such lease.

Non-Book Entry Certificates”: As defined in Section 5.02(c).

Non-Exempt Person” shall mean any Person other than a Person who either (i) is a U.S. person or (ii) has provided to the Certificate Administrator for the relevant year such duly executed form(s) or statement(s) which may, from time to time, be prescribed by law and which, pursuant to applicable provisions of (A) any income tax treaty between the United States and the country of residence of such Person, (B) the Code or (C) any applicable rules or regulations in effect under clauses (A) or (B) above, permit the Certificate Administrator to make such payments free of any obligation or liability for withholding, provided that duly executed form(s) provided to the Certificate Administrator pursuant to Section 5.03(s), shall be sufficient to evidence that such providing Person is not a Non-Exempt Person.

Nonrecoverable Advance”: Any Nonrecoverable P&I Advance or Nonrecoverable Property Protection Advance.

Nonrecoverable P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan (including any Non-Serviced Mortgage Loan), Trust Subordinate Companion Loan or REO Loan (other than any portion of an REO Loan related to a Companion Loan other than a Trust Subordinate Companion Loan) which, in the reasonable judgment of the Master Servicer or the Trustee, as applicable, will not be ultimately recoverable, together with any accrued and unpaid interest thereon at the Reimbursement Rate, from Late Collections or any other recovery on or in respect of such Mortgage Loan, Trust Subordinate Companion Loan or REO Loan; provided, however, that the applicable Special Servicer may, at its option make a determination in accordance with the Servicing Standard, that any P&I Advance previously made or proposed to be made is a Nonrecoverable P&I Advance and shall deliver to the Master Servicer (and with respect to a Serviced Whole Loan, to any Other Servicer, and with respect to a Non-Serviced Mortgage Loan, to the related Non-Serviced Master Servicer), the Certificate Administrator, the Trustee, the Operating Advisor and the 17g-5 Information Provider notice of such determination. Any such determination shall be binding upon, the Master Servicer and the Trustee, provided, however, that no Special Servicer shall have any obligation to make an affirmative determination that any P&I Advance is or would be recoverable; however, if a Special Servicer makes any determination, such determination shall not be binding upon the Master Servicer or the Trustee. In the absence of a determination by such Special Servicer that such P&I Advance is or would be a Nonrecoverable P&I Advance, such decision shall remain with the Master Servicer or Trustee, as applicable. If a Special Servicer makes a determination that only a portion, and not all, of any previously made or proposed P&I Advance is a Nonrecoverable P&I Advance, the Master Servicer and the Trustee shall have the right to make its own subsequent determination that any remaining portion of any

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such previously made or proposed P&I Advance is a Nonrecoverable P&I Advance. With respect to any Non-Serviced Whole Loan, if any Non-Serviced Master Servicer or Non-Serviced Special Servicer, as applicable, in connection with a securitization of the related Non-Serviced Companion Loan determines that a principal and interest advance with respect to the related Non-Serviced Companion Loan, if made, would be a Nonrecoverable P&I Advance, such determination shall not be binding on the Master Servicer and the Trustee as it relates to any proposed P&I Advance with respect to the related Non-Serviced Mortgage Loan; provided, however, the Master Servicer and the Trustee may rely on the non-recoverability determination of the Non-Serviced Master Servicer or Non-Serviced Trustee under the related Non-Serviced Pooling Agreement. Similarly, with respect to the related Non-Serviced Mortgage Loan, if the Master Servicer or the applicable Special Servicer determines that any P&I Advance with respect to a related Non-Serviced Mortgage Loan, if made, would be a Nonrecoverable P&I Advance, such determination shall not be binding on the related Non-Serviced Master Servicer and related Non-Serviced Trustee as it relates to any proposed P&I Advance with respect to the related Non-Serviced Companion Loan (unless the related Non-Serviced Pooling Agreement provides otherwise); provided, however, the Non-Serviced Master Servicer and Non-Serviced Trustee under the related Non-Serviced Pooling Agreement may rely on the non-recoverability determination of the Master Servicer or the Trustee. In making such recoverability determination, the Master Servicer, the applicable Special Servicer or Trustee, as applicable, will be entitled (a) to consider (among other things) (i) the obligations of the Mortgagor under the terms of the related Mortgage Loan or Companion Loan as it may have been modified and (ii) the related Mortgaged Properties in their “as-is” or then-current conditions and occupancies, as modified by such party’s assumptions (consistent with the Servicing Standard in the case of the Master Servicer or the applicable Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) regarding the possibility and effects of future adverse change with respect to such Mortgaged Properties, (b) to estimate and consider (consistent with the Servicing Standard in the case of the Master Servicer and the applicable Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things) future expenses, (c) to estimate and consider (consistent with the applicable Servicing Standard in the case of the Master Servicer and the Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things) the timing of recoveries, (d) in the case of a potential P&I Advance with respect to a Trust Subordinate Companion Loan, the subordinate nature of such Trust Subordinate Companion Loan and (e) to give due regard to the existence of any Nonrecoverable Advances which, at the time of such consideration, the recovery of which are being deferred or delayed by the Master Servicer or the Trustee, in light of the fact that related proceeds are a source of recovery not only for the Advance under consideration but also a potential source of recovery for such delayed or deferred Advance. In addition, any Person, in considering whether a P&I Advance is a Nonrecoverable Advance, will be entitled to give due regard to the existence of any outstanding Nonrecoverable Advance or Workout-Delayed Reimbursement Amount with respect to other Mortgage Loans or the Trust Subordinate Companion Loans by the Master Servicer or the Trustee because there is insufficient principal available for such Mortgage Loan or Trust Subordinate Companion Loan which, at the time of such consideration, the reimbursement of which is being deferred or delayed, in light of the fact that proceeds on the related Mortgage Loan or Trust Subordinate Companion Loan are a source of reimbursement not only for the P&I Advance under consideration, but also as a potential

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source of reimbursement of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts which are or may be being deferred or delayed. In addition, any such Person may update or change its recoverability determinations at any time (but not reverse any other Person’s determination that an Advance is a Nonrecoverable Advance) and, consistent with the Servicing Standard, in the case of the Master Servicer or in its good faith business judgment in the case of the Trustee (solely in its capacity as Trustee), may obtain, promptly upon request from the applicable Special Servicer at the expense of the Trust any reasonably required analysis, Appraisals or market value estimates or other information for making a recoverability determination. Furthermore, the Master Servicer, the applicable Special Servicer or the Trustee shall be entitled to make separate recoverability determinations with respect to any P&I Advance on a Trust Subordinate Companion Loan and a related Mortgage Loan. Absent bad faith, the Master Servicer’s, the applicable Special Servicer’s or the Trustee’s determination as to the recoverability of any P&I Advance shall be conclusive and binding on the Certificateholders and the Pooled RR Interest Owner. The determination by the Master Servicer, the applicable Special Servicer or the Trustee, as applicable, that the Master Servicer or the Trustee, as applicable, has made a Nonrecoverable P&I Advance or that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance, or any updated or changed recoverability determination, shall be evidenced by an Officer’s Certificate delivered by either the applicable Special Servicer or the Master Servicer to the other and to the Trustee, the Certificate Administrator, the Controlling Class Representative (but only for so long as no Consultation Termination Event is continuing and only with respect to any Mortgage Loan other than an applicable Excluded Loan), the SOMA Teleco Office Trust Subordinate Companion Loan (in the case of the SOMA Teleco Office Whole Loan, but only for so long as no SOMA Teleco Office Control Appraisal Period is continuing and other than with respect to an applicable Excluded Loan) and the Amazon Seattle Trust Subordinate Companion Loan (in the case of the Amazon Seattle Whole Loan, but only for so long as no Amazon Seattle Control Appraisal Period is continuing and other than with respect to an applicable Excluded Loan) (and, in the case of a Serviced Mortgage Loan, any Other Servicer), the Operating Advisor (but only in the case of the applicable Special Servicer), the Depositor, or by the Trustee to the Depositor, the Master Servicer, the applicable Special Servicer, the Operating Advisor (and, in the case of a Serviced Mortgage Loan, any Other Servicer) and the Certificate Administrator. The Officer’s Certificate shall set forth such determination of nonrecoverability and the considerations of the Master Servicer, the applicable Special Servicer or the Trustee, as applicable, forming the basis of such determination (which shall be accompanied by, to the extent available, income and expense statements, rent rolls, occupancy status, property inspections and any other information used by the Master Servicer, such Special Servicer or the Trustee, as applicable, to make such determination and shall include any existing Appraisal of the related Mortgage Loan or Trust Subordinate Companion Loan or the related Mortgaged Property). The applicable Special Servicer’s determination that a P&I Advance is or would be nonrecoverable shall be binding on the Master Servicer and the Trustee. In the case of a cross-collateralized Mortgage Loan (if any), such recoverability determination shall take into account the cross-collateralization of the related cross-collateralized Mortgage Loan.

Nonrecoverable Property Protection Advance”: Any Property Protection Advance previously made or proposed to be made in respect of a Mortgage Loan (other than a Non-Serviced Mortgage Loan), Whole Loan or REO Property which, in the reasonable judgment of the Master Servicer, the applicable Special Servicer or the Trustee, as the case may be, will

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not be ultimately recoverable, together with any accrued and unpaid interest thereon, at the Reimbursement Rate, from Late Collections or any other recovery on or in respect of such Mortgage Loan, Whole Loan, REO Property. In making such recoverability determination, such Person will be entitled (a) to consider (among other things) (i) the obligations of the Mortgagor under the terms of the related Mortgage Loan or Companion Loan, as applicable, as it may have been modified and (ii) the related Mortgaged Properties in their “as-is” or then current conditions and occupancies, as modified by such party’s assumptions (consistent with the Servicing Standard in the case of the Master Servicer or the applicable Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) regarding the possibility and effects of future adverse change with respect to such Mortgaged Properties, (b) to estimate and consider (consistent with the Servicing Standard in the case of the Master Servicer or the applicable Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things) future expenses (c) to estimate and consider (consistent with the Servicing Standard in the case of the Master Servicer and the applicable Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things) the timing of recoveries and (d) to give due regard to the existence of any Nonrecoverable Advances which, at the time of such consideration, the recovery of which are being deferred or delayed by the Master Servicer or the Trustee, in light of the fact that related proceeds are a source of recovery not only for the Advance under consideration but also a potential source of recovery for such delayed or deferred Advance. In addition, any Person, in considering whether a Property Protection Advance is a Nonrecoverable Property Protection Advance, will be entitled to give due regard to the existence of any Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts with respect to other Mortgage Loans that, at the time of such consideration, the reimbursement of which is being deferred or delayed by the Master Servicer, in light of the fact that proceeds on the related Mortgage Loan are a source of recovery not only for the Property Protection Advance under consideration, but also as a potential source of recovery of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts which are or may be being deferred or delayed. However, if the Workout-Delayed Reimbursement Amount relates to a Property Protection Advance for the SOMA Teleco Office Whole Loan or the Amazon Seattle Whole Loan, as applicable, the Master Servicer will be entitled to recover such Workout-Delayed Reimbursement Amount from general collections on deposit in the Collection Account for the Mortgage Loans and the related Trust Subordinate Companion Loan. In addition, any such Person may update or change its recoverability determinations at any time (but not reverse any other Person’s determination that an Advance is a Nonrecoverable Advance) and, consistent with the Servicing Standard, in the case of the Master Servicer or in its good faith business judgment in the case of the Trustee (solely in its capacity as Trustee), may obtain, promptly upon request from the applicable Special Servicer at the expense of the Trust any reasonably required analysis, Appraisals or market value estimates or other information for making a recoverability determination (and, upon the reasonable request by the Trustee, Master Servicer or applicable Special Servicer, as applicable, the Master Servicer and the applicable Special Servicer shall deliver any relevant Appraisals or market value estimates in its possession to the requesting party for such purpose). Absent bad faith, the Master Servicer’s, applicable Special Servicer’s or the Trustee’s determination as to the recoverability of any Property Protection Advance shall be conclusive and binding on the Certificateholders and the Pooled RR Interest Owner. The determination by the Master Servicer, the applicable Special Servicer or the Trustee, as the case

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may be, that it has made a Nonrecoverable Property Protection Advance or that any proposed Property Protection Advance, if made, would constitute a Nonrecoverable Property Protection Advance, or any updated or changed recoverability determination, shall be evidenced by an Officer’s Certificate delivered by either of the applicable Special Servicer or Master Servicer to the other and to the Trustee, the Certificate Administrator, the Controlling Class Representative, (but only prior to the occurrence of a Consultation Termination Event and only with respect to any Mortgage Loan other than an applicable Excluded Loan) (and in the case of the Serviced Mortgage Loan, any Other Servicer), the Operating Advisor (but only in the case of the Special Servicer) and the Depositor, or by the Trustee to the Depositor, the Master Servicer, the Special Servicers, the Operating Advisor and the Certificate Administrator (and in the case of a Serviced Mortgage Loan, any Other Servicer). The applicable Special Servicer may, at its option, make a determination in accordance with the Servicing Standard, that any Property Protection Advance previously made or proposed to be made is a Nonrecoverable Property Protection Advance and shall deliver to the Master Servicer (and with respect to a Serviced Whole Loan, to any Other Servicer, and, with respect to any Non-Serviced Mortgage Loan, the related Non-Serviced Master Servicer), the Trustee, the Certificate Administrator, the Operating Advisor and the 17g-5 Information Provider notice of such determination. Any such determination shall be binding upon, the Master Servicer and the Trustee, provided, however, that no Special Servicer shall have any obligation to make an affirmative determination that any Property Protection Advance is or would be recoverable; however, if a Special Servicer makes any such determination, such determination shall not be binding upon the Master Servicer or the Trustee. In the absence of a determination by the applicable Special Servicer that such Property Protection Advance is or would be a Nonrecoverable Property Protection Advance, such decision shall remain with the Master Servicer or the Trustee, as applicable. If the applicable Special Servicer makes a determination that only a portion, and not all, of any previously made or proposed Property Protection Advance is a Nonrecoverable Property Protection Advance, the Master Servicer and the Trustee shall each have the right to make its own subsequent determination that any remaining portion of any such previously made or proposed Property Protection Advance is a Nonrecoverable Property Protection Advance. The Officer’s Certificate shall set forth such determination of nonrecoverability and the considerations of the Master Servicer, the applicable Special Servicer or the Trustee, as applicable, forming the basis of such determination (which shall be accompanied by, to the extent available, related income and expense statements, rent rolls, occupancy status and property inspections, and shall include any existing Appraisal with respect to the related Mortgage Loan or Serviced Companion Loan, as applicable, or related Mortgaged Property). The applicable Special Servicer shall promptly furnish any party required to make Property Protection Advances hereunder with any information in its possession regarding the Specially Serviced Mortgage Loans and REO Properties as such party required to make Property Protection Advances may reasonably request for purposes of making recoverability determinations. The Trustee shall be entitled to conclusively rely on the Master Servicer’s or the applicable Special Servicer’s, as the case may be, determination that a Property Protection Advance is or would be nonrecoverable, and the Master Servicer shall be entitled to conclusively rely on the applicable Special Servicer’s determination that a Property Protection Advance is or would be nonrecoverable. Notwithstanding anything herein to the contrary, if the applicable Special Servicer requests that the Master Servicer make a Property Protection Advance, the Master Servicer may conclusively rely on such request as evidence that such Advance is not a Nonrecoverable Property Protection Advance; provided, however, that such

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Special Servicer shall not be entitled to make such a request more frequently than once per calendar month with respect to Property Protection Advances other than emergency advances (although such request may relate to more than one Property Protection Advance). In the case of a cross-collateralized Mortgage Loan (if any), such recoverability determination shall take into account the cross-collateralization of the related cross-collateralized Mortgage Loan. The determination as to the recoverability of any property protection advance previously made or proposed to be made in respect of a Non-Serviced Whole Loan shall be made by the related Non-Serviced Master Servicer, Non-Serviced Special Servicer or Non-Serviced Trustee, as the case may be, pursuant to the Non-Serviced Pooling Agreement.

Non-Reduced Interests”: (i) Any Class of Pooled Principal Balance Certificates or Class RR Certificates and (ii) any Class of Loan-Specific Certificates then outstanding for which (a)(1) the initial Certificate Balance of such Class of Certificates, minus (2) the sum (without duplication) of (x) any payments of principal (whether as Principal Prepayments or otherwise) distributed to the Certificateholders of such Class of Certificates, (y) any Appraisal Reduction Amounts allocated to such Class of Certificates, and (z) any Realized Losses previously allocated to such Class of Certificates, is equal to or greater than (b) 25% of the remainder of (1) the initial Certificate Balance of such Class of Certificates less (2) any payments of principal (whether as Principal Prepayments or otherwise) previously distributed to the Certificateholders of such Class of Certificates.

Non-Registered Certificate”: Unless and until registered under the Securities Act, any Class X-D, Class X-F, Class X-G, Class X-H, Class D, Class E, Class F, Class G, Class H, Class RR, Class ST-A, Class ST-VR, Class 300P-A, Class 300P-B, Class 300P-C, Class 300P-D, Class 300P-E, Class 300P-RR, Class S and Class R Certificate.

Non-Serviced Asset Representations Reviewer”: The “Asset Representations Reviewer” under a Non-Serviced Pooling Agreement.

Non-Serviced Certificate Administrator”: The “Certificate Administrator” under a Non-Serviced Pooling Agreement.

Non-Serviced Co-Lender Agreement”: The 30 Hudson Yards 67 Co-Lender Agreement, the 141 Livingston Co-Lender Agreement, the 909 Third Avenue Co-Lender Agreement, the Boca Office Portfolio Co-Lender Agreement, the Burlingame Point Co-Lender Agreement, The Galleria Office Towers Co-Lender Agreement, the JW Marriott Nashville Co-Lender Agreement, the Phillips Point Co-Lender Agreement and the U.S. Industrial Portfolio VI Co-Lender Agreement.

Non-Serviced Companion Loan”: Each of the Pari Passu Companion Loans and AB Subordinate Companion Loans, if any, identified as (i) “Non-Serviced” under the column entitled “Type” in the “Whole Loans” chart in the Preliminary Statement or (ii) “Servicing Shift” under the column entitled “Type” in the “Whole Loans” chart in the Preliminary Statement, on and after the related Servicing Shift Securitization Date.

Non-Serviced Custodian”: The “Custodian” under a Non-Serviced Pooling Agreement.

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Non-Serviced Depositor”: The “Depositor” under a Non-Serviced Pooling Agreement.

Non-Serviced Gain-on-Sale Proceeds”: Any “gain-on-sale proceeds” received in respect of a Non-Serviced Mortgage Loan pursuant to the related Non-Serviced Pooling Agreement.

Non-Serviced Master Servicer”: The “Master Servicer” under a Non-Serviced Pooling Agreement.

Non-Serviced Mortgage Loan”: Each of (i) the Mortgage Loans identified as “Non-Serviced” under the column entitled “Type” in the “Whole Loans” chart in the Preliminary Statement, and (ii) on and after the related Servicing Shift Securitization Date, the Mortgage Loans identified as “Servicing Shift” under the column entitled “Type” in the “Whole Loans” chart in the Preliminary Statement.

For the avoidance of doubt, the Non-Serviced Mortgage Loans related to the Trust are the Mortgage Loans identified as “30 Hudson Yards 67”, “141 Livingston”, “909 Third Avenue”, “Boca Office Portfolio”, “Burlingame Point”, “The Galleria Office Towers”, “JW Marriott Nashville”, “Phillips Point” and “U.S. Industrial Portfolio VI” in the “Whole Loans” chart in the Preliminary Statement.

Non-Serviced Mortgaged Property”: With respect to each Non-Serviced Mortgage Loan, Non-Serviced Companion Loan and Non-Serviced Whole Loan, the related Mortgaged Property that secures such Non-Serviced Mortgage Loan, Non-Serviced Companion Loan and Non-Serviced Whole Loan.

Non-Serviced Operating Advisor”: The “Operating Advisor” under a Non-Serviced Pooling Agreement.

Non-Serviced Paying Agent”: The “Paying Agent” under a Non-Serviced Pooling Agreement.

Non-Serviced Pooling Agreement”: With respect to (i) the 30 Hudson Yards 67 Whole Loan, the Boca Office Portfolio Whole Loan, The Galleria Office Towers Whole Loan, the U.S. Industrial Portfolio VI Whole Loan and the 141 Livingston Whole Loan, the Benchmark 2021-B24 PSA, (ii) the 909 Third Avenue Whole Loan, the NYC Trust 2021-909 TSA, (iii) the Burlingame Point Whole Loan, the BGME Trust 2021-VR TSA and (iv) JW Marriott Nashville Whole Loan and the Phillips Point Whole Loan, the Benchmark 2021-B23 PSA.1

Non-Serviced Primary Servicing Fee Rate”: With respect to each Non-Serviced Mortgage Loan, the per annum rate set forth on the Mortgage Loan Schedule under the heading “Non-Serviced Primary Servicing Fee Rate (%)”.

1 Note all agreements named here use acronyms.

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Non-Serviced Special Servicer”: The “Special Servicer” under a Non-Serviced Pooling Agreement.

Non-Serviced Trust”: The “Trust” formed under a Non-Serviced Pooling Agreement.

Non-Serviced Trustee”: The “Trustee” under a Non-Serviced Pooling Agreement.

Non-Serviced Whole Loan”: Each of the Whole Loans identified as “Non-Serviced” under the column entitled “Type” in the “Whole Loans” chart in the Preliminary Statement and, on and after the related Servicing Shift Securitization Date, each of the Whole Loans identified as “Servicing Shift” under the column entitled “Type” in the “Whole Loans” chart in the Preliminary Statement.

For the avoidance of doubt, the Non-Serviced Whole Loans related to the Trust are the Whole Loans identified as “30 Hudson Yards 67”, “141 Livingston”, “909 Third Avenue”, “Boca Office Portfolio”, “Burlingame Point”, “The Galleria Office Towers”, “JW Marriott Nashville”, “Phillips Point” and “U.S. Industrial Portfolio VI” in the “Whole Loans” chart in the Preliminary Statement.

Non-Serviced Whole Loan Controlling Holder”: The “directing holder” or similarly defined party under a Non-Serviced Pooling Agreement.

Non-Specially Serviced Mortgage Loan”: Any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Companion Loan that is not a Specially Serviced Mortgage Loan.

Non-U.S. Beneficial Ownership Certification”: As defined in Section 5.03(f).

Non-U.S. Tax Person”: Any person other than a U.S. Tax Person.

Notional Amount”: In the case of the Class X-A Certificates, the Class X-A Notional Amount; in the case of the Class X-B Certificates, the Class X-B Notional Amount; in the case of the Class X-D Certificates, the Class X-D Notional Amount; in the case of the Class X-F Certificates, the Class X-F Notional Amount; in the case of the Class X-G Certificates, the Class X-G Notional Amount; and in the case of the Class X-H Certificates, the Class X-H Notional Amount.

NRSRO”: Any nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act, including the Rating Agencies.

NRSRO Certification”: A certification (a) substantially in the form of Exhibit P-2 executed by a NRSRO or (b) provided electronically and executed by such NRSRO by means of a “click-through” confirmation on the 17g-5 Information Provider’s Website, in either case in favor of the 17g-5 Information Provider that states that such NRSRO is a Rating Agency under this Agreement or that such NRSRO has provided the Depositor with the appropriate certifications pursuant to paragraph (e) of Rule 17g-5 of the Exchange Act, that such

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NRSRO has access to the Depositor’s 17g-5 website and that such NRSRO will keep such information confidential, except to the extent such information has been made available to the general public. Each NRSRO shall be deemed to recertify to the foregoing each time it accesses the 17g-5 Information Provider’s Website.

NYC Trust 2021-909 TSA”: The trust and servicing agreement, dated as of April 6, 2021, among Citigroup Commercial Mortgage Securities Inc., as depositor, KeyBank National Association, as servicer, KeyBank National Association, as special servicer, Wilmington Trust, National Association, as trustee, and Citibank, N.A., as certificate administrator, as from time to time amended, supplemented or modified relating to the issuance of the NYC Commercial Mortgage Trust 2021-909, Commercial Mortgage Pass Through Certificates, Series 2021-909.

OCC”: Office of the Comptroller of the Currency.

Offered Certificates”: The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates.

Officer’s Certificate”: A certificate signed by a Servicing Officer of the Master Servicer or the applicable Special Servicer or any Additional Servicer, as the case may be, or a Responsible Officer of the Trustee or Certificate Administrator, as the case may be.

Offshore Transaction”: Any “offshore transaction” as defined in Rule 902(h) of Regulation S.

Operating Advisor”: Pentalpha Surveillance LLC, a Delaware limited liability company, and its successors in interest and assigns, or any successor operating advisor appointed as herein provided.

Operating Advisor Annual Report”: As defined in Section 3.26(c).

Operating Advisor Consultation Event”: The event that occurs when (a) with respect to any Mortgage Loan or Serviced Whole Loan (other than the Amazon Seattle Whole Loan), when a Control Termination Event is continuing, and (b) with respect to the Amazon Seattle Whole Loan when (i) the Certificate Balance of the Class 300P-RR Certificates (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance of the Class 300P-RR Certificates in accordance with Section 4.05 of this Agreement) is 25% or less of the initial Certificate Balance of the Class 300P-RR Certificates, or (ii) a Control Termination Event is continuing.

Operating Advisor Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consulting obligations and performed its duties with respect to such Major Decision equal to $10,000 (or, such lesser amount as the related borrower has paid with respect to such Mortgage Loan) (other than a Non-Serviced Mortgage Loan), payable pursuant to Section 3.05 of this Agreement; provided, however, that the Operating Advisor may in its sole discretion reduce the Operating Advisor Consulting Fee with respect to any Major Decision; provided, further, that the Master Servicer or applicable Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing

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Standard, but may in no event take any enforcement action with respect to the collection of such Operating Advisor Consulting Fee other than requests for collection (provided that the Master Servicer or the applicable Special Servicer, as applicable, shall consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction).

Operating Advisor Expenses”: With respect to any Distribution Date, an amount equal to any unreimbursed indemnification amounts or additional Trust Fund expenses payable to the Operating Advisor pursuant to this Agreement (other than the Operating Advisor Fee and the Operating Advisor Consulting Fee).

Operating Advisor Fee”: With respect to each Mortgage Loan, Trust Subordinate Companion Loan and REO Loan (including any Non-Serviced Mortgage Loan but not any Companion Loan), the fee payable to the Operating Advisor pursuant to Section 3.26(h).

Operating Advisor Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a per annum rate of 0.00125%; provided that at any time there is no Operating Advisor, the Operating Advisor Fee Rate shall be zero.

Operating Advisor Standard”: The requirement that the Operating Advisor must act solely on behalf of the Trust and in the best interest of, and for the benefit of, the Certificateholders and the Pooled RR Interest Owner and, with respect to any Serviced Whole Loan for the benefit of the holders of the related Companion Loan (as a collective whole as if such Certificateholders, the Pooled RR Interest Owner and Companion Holders constituted a single lender, taking into account the pari passu nature of any related Pari Passu Companion Loan and the subordinate nature of any related AB Subordinate Companion Loan), and not to any particular Class of Certificateholders (as determined by the Operating Advisor in the exercise of its good faith and reasonable judgment), but without regard to any conflict of interest arising from any relationship that the Operating Advisor or any of its Affiliates may have with any of the underlying Mortgagors, property managers, any Sponsor, any Mortgage Loan Seller, the Depositor, the Master Servicer, any Special Servicer, the Asset Representations Reviewer, the Directing Holder, any Risk Retention Consultation Party, any Certificateholder, the Pooled RR Interest Owner or any of their respective Affiliates.

Operating Advisor Termination Event”: Any of the following events, whether any such event is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body:

(a)                any failure by the Operating Advisor to observe or perform in any material respect any of its covenants or agreements or the material breach of any of its representations or warranties under this Agreement, which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, is given to the Operating Advisor by any party to this Agreement or to the Operating Advisor, the Certificate Administrator and the Trustee by the Certificateholders evidencing greater than 25% of the aggregate Voting Rights, provided that with respect to any such failure that is not curable within such thirty (30) day period, the Operating Advisor will have an additional cure period of thirty (30) days

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to effect such cure so long as it has commenced to cure such failure within the initial thirty (30) day period and has provided the Trustee and the Certificate Administrator with an officer’s certificate certifying that it has diligently pursued, and is continuing to pursue, such cure;

(b)               any failure by the Operating Advisor to perform in accordance with the Operating Advisor Standard which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, is given in writing to the Operating Advisor by any party to this Agreement;

(c)                any failure by the Operating Advisor to be an Eligible Operating Advisor, which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, is given in writing to the Operating Advisor by any party to this Agreement;

(d)               a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, is entered against the Operating Advisor, and such decree or order remains in force undischarged or unstayed for a period of sixty (60) days;

(e)                the Operating Advisor consents to the appointment of a conservator or receiver or liquidator or liquidation committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating to the Operating Advisor or of or relating to all or substantially all of its property; or

(f)                 the Operating Advisor admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations.

Opinion of Counsel”: A written opinion of counsel, who may, without limitation, be salaried counsel for the Depositor, the Master Servicer, a Special Servicer, the Operating Advisor or the Asset Representations Reviewer, acceptable in form and delivered to the Trustee and the Certificate Administrator, except that any opinion of counsel relating to (a) the qualification of any Trust REMIC as a REMIC, (b) compliance with the REMIC Provisions, (c) the qualification of the Grantor Trust as a grantor trust, or (d) the resignation of the Master Servicer, any Special Servicer or the Depositor pursuant to Section 6.05, must be an opinion of counsel who is in fact Independent of the Depositor, the Master Servicer, such Special Servicer, the Operating Advisor and the Asset Representations Reviewer.

Original Certificate Balance”: With respect to any Class of Principal Balance Certificates, the initial aggregate principal amount thereof as of the Closing Date, in each case as specified in the Preliminary Statement.

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Original Lower-Tier Principal Amount”: With respect to any Class of Lower-Tier Regular Interest or Trust Subordinate Companion Loan REMIC Regular Interests, the initial principal amount thereof as of the Closing Date, in each case as specified in the Preliminary Statement.

Original Notional Amount”: With respect to the Class X-A Notional Amount, the Class X-B Notional Amount, the Class X-D Notional Amount, the Class X-F Notional Amount, the Class X-G Notional Amount and the Class X-H Notional Amount, the applicable initial Notional Amount thereof as of the Closing Date, as specified in the Preliminary Statement.

Other Certificate Administrator”: Any certificate administrator under an Other Pooling and Servicing Agreement.

Other Depositor”: Any depositor under an Other Pooling and Servicing Agreement.

Other Master Servicer”: Any master servicer under an Other Pooling and Servicing Agreement.

Other Pooling and Servicing Agreement”: Any trust and servicing agreement or pooling and servicing agreement that creates a trust whose assets include any Serviced Companion Loan.

Other Securitization”: As defined in Section 11.06.

Other Securitization Trust”: Any “issuing entity” (within the meaning of Item 1101(f) of Regulation AB) that holds a Serviced Companion Loan or REO Property (or any portion thereof or interest therein), as identified in writing to the parties to this Agreement.

Other Servicer”: Any master servicer or special servicer, as applicable, under an Other Pooling and Servicing Agreement.

Other Trustee”: Any trustee under an Other Pooling and Servicing Agreement.

Overlapping Fee Interest”: In the case of a Mortgage Loan secured in whole or in part by a Ground Lease, the related fee interest in the real property underlying such Ground Lease that has also been pledged to secure such Mortgage Loan.

Owner Repurchase Request”: As defined in Section 2.03(i).

Ownership Interest”: As to any Certificate, any ownership or security interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee.

P&I Advance”: As to any Mortgage Loan, Trust Subordinate Companion Loan or REO Loan (but not any other related Companion Loan other than the related Trust Subordinate Companion Loan), any advance made by the Master Servicer or the Trustee, as applicable, pursuant to Section 4.03 or Section 7.05.

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P&I Advance Determination Date”: With respect to any Distribution Date, the close of business on the related Determination Date.

Pari Passu Companion Loan”: Each of the pari passu notes related to the Mortgage Loans identified under the column entitled “Whole Loan” in the “Whole Loans” chart in the Preliminary Statement.

Pass-Through Rate”: Any of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3 Pass-Through Rate, the Class A-4 Pass-Through Rate, the Class A-5 Pass-Through Rate, the Class A-SB Pass-Through Rate, the Class A-S Pass-Through Rate, the Class B Pass-Through Rate, the Class C Pass-Through Rate, the Class D Pass-Through Rate, the Class E Pass-Through Rate, the Class F Pass-Through Rate, the Class G Pass-Through Rate, the Class H Pass-Through Rate, the Class X-A Pass-Through Rate, the Class X-B Pass-Through Rate, Class X-D Pass-Through Rate, the Class X-F Pass-Through Rate, the Class X-G Pass-Through Rate, the Class X-H Pass-Through Rate, the Class ST-A Pass-Through Rate, the Class 300P-A Pass-Through Rate, the Class 300P-B Pass-Through Rate, the Class 300P-C Pass-Through Rate, the Class 300P-D Pass-Through Rate, the Class 300P-E Pass-Through Rate and the Class 300P-RR Pass-Through Rate.

PCAOB”: The Public Company Accounting Oversight Board.

Penalty Charges”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Companion Loan (or any successor REO Loan), any amounts actually collected thereon (or, in the case of a Serviced Companion Loan (or any successor REO Loan thereto) that is part of a Serviced Whole Loan, actually collected on such Serviced Whole Loan, and allocated and paid on such Serviced Companion Loan (or any successor REO Loan) in accordance with the related Co-Lender Agreement) that represent late payment charges, demand charges or Default Interest, other than a Yield Maintenance Charge or any Excess Interest.

Percentage Interest”: As to any Certificate (other than a Class S or Class R Certificate), the percentage interest evidenced thereby in distributions required to be made with respect to the related Class. With respect to any Certificate (other than a Class S or Class R Certificate), the percentage interest is equal to the Denomination as of the Closing Date of such Certificate divided by the Original Certificate Balance or Original Notional Amount, as applicable, of such Class of Certificates as of the Closing Date. As to a Class R Certificate or a Class S Certificate, the Percentage Interest is set forth on the face thereof.

Performance Certification”: As defined in Section 11.06.

Performing Party”: As defined in Section 11.12.

Periodic Payment”: With respect to any Mortgage Loan or the related Companion Loan, the scheduled monthly payment of principal and/or interest (other than any Excess Interest) on such Mortgage Loan or Companion Loan, including any Balloon Payment, that is payable (as the terms of the applicable Mortgage Loan or Companion Loan may be changed or modified in connection with a bankruptcy or similar proceedings involving the related Mortgagor or by reason of a modification, extension, waiver or amendment granted or

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agreed to pursuant to the terms hereof) by a Mortgagor from time to time under the related Mortgage Note and applicable law, without regard to any acceleration of principal of such Mortgage Loan or Companion Loan by reason of default thereunder and without regard to any Excess Interest.

Permitted Investments”: Any one or more of the following obligations or securities (including obligations or securities of the Certificate Administrator, or managed by the Certificate Administrator or any Affiliate of the Certificate Administrator, if otherwise qualifying hereunder), regardless of whether issued by the Depositor, the Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator, or any of their respective Affiliates and having the required ratings, if any, provided for in this definition and which shall not be subject to liquidation prior to maturity:

(i)                direct obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America, Fannie Mae, Freddie Mac or any agency or instrumentality of the United States of America, the obligations of which are backed by the full faith and credit of the United States of America that mature in one (1) year or less from the date of acquisition; provided that any obligation of, or guarantee by, any agency or instrumentality of the United States of America shall be a Permitted Investment only if such investment would not result in the downgrading, withdrawal or qualification of the then-current rating assigned by each Rating Agency to any Certificate (or, insofar as there is then outstanding any class of Serviced Companion Loan Securities that are then rated by such rating agency, such class of securities) as evidenced in writing, other than (a) unsecured senior debt obligations of the U.S. Treasury (direct or fully funded obligations), U.S. Department of Housing and Urban Development public housing agency bonds, Federal Housing Administration debentures, Government National Mortgage Association guaranteed mortgage-backed securities or participation certificates, RefCorp debt obligations and SBA-guaranteed participation certificates and guaranteed pool certificates and (b) Farm Credit System consolidated systemwide bonds and notes, Federal Home Loan Banks’ consolidated debt obligations, Freddie Mac debt obligations, and Fannie Mae debt obligations rated at least “A-1” by S&P, if such obligations mature in sixty (60) days or less, or rated at least “AA-”, “A-1+” or (with respect to money market fund investments only) “AAAm” by S&P, if such obligations mature in 365 days or less;

(ii)         time deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after the date of issuance and are issued or held by any depository institution or trust company (including the Trustee) incorporated or organized under the laws of the United States of America or any State thereof and subject to supervision and examination by federal or state banking authorities that, in each case, satisfy the Applicable Fitch Permitted Investment Rating, the Applicable KBRA Permitted Investment Rating, the Applicable Moody’s Permitted Investment Rating, the Applicable S&P Permitted Investment Rating and, solely in the case of the Amazon Seattle Trust Subordinate Companion Loan, the Applicable DBRS Morningstar Permitted

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Investment Rating (or, in the case of any such Rating Agency, if permitted by the related Mortgage Loan, such lower rating as is otherwise acceptable to such Rating Agency, as confirmed in a Rating Agency Confirmation);

(iii)        repurchase agreements or obligations with respect to any security described in clause (i) above where such security has a remaining maturity of one year or less and where such repurchase obligation has been entered into with a depository institution or trust company (acting as principal) described in clause (ii) above;

(iv)        debt obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of America or any state thereof which mature in one (1) year or less from the date of acquisition, that, in each case, satisfy the Applicable Fitch Permitted Investment Rating, the Applicable KBRA Permitted Investment Rating, the Applicable Moody’s Permitted Investment Rating, the Applicable S&P Permitted Investment Rating and, solely in the case of the Amazon Seattle Trust Subordinate Companion Loan, the Applicable DBRS Morningstar Permitted Investment Rating (or, in the case of any such Rating Agency, if permitted by the related Mortgage Loan, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency); provided, however, that securities issued by any particular corporation will not be Permitted Investments to the extent that investment therein will cause the then outstanding principal amount of securities issued by such corporation and held in the accounts established hereunder to exceed 10% of the sum of the aggregate principal balance and the aggregate principal amount of all Permitted Investments in such accounts;

(v)         commercial paper (including both non-interest bearing discount obligations and interest bearing obligations payable on demand or on a specified date not more than one year after the date of issuance thereof), that, in each case, satisfy the Applicable Fitch Permitted Investment Rating, the Applicable KBRA Permitted Investment Rating, the Applicable Moody’s Permitted Investment Rating, the Applicable S&P Permitted Investment Rating and, solely in the case of the Amazon Seattle Trust Subordinate Companion Loan, the Applicable DBRS Morningstar Permitted Investment Rating (or, in the case of any such Rating Agency, if permitted by the related Mortgage Loan, such lower rating as is otherwise acceptable to such Rating Agency, as confirmed in a Rating Agency Confirmation); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (C) such investments must not be subject to liquidation prior to their maturity;

(vi)        money market funds which seek to maintain a constant net asset value per share, rated at least “Aaa-mf” by Moody’s and in the highest rating category of S&P (or, if not rated by either such Rating Agency, otherwise

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acceptable to such Rating Agency, as confirmed in a Rating Agency Confirmation relating to the Certificates), which may include the investments referred to in clause (i) hereof if so qualified that (a) have substantially all of their assets invested continuously in the types of investments referred to in clause (i) above and (b) have net assets of not less than $5,000,000,000;

(vii)       any other demand, money market or time deposit, obligation, security or investment, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i)(vi) above with respect to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth in the applicable clause is not satisfied with respect to such demand, money market or time deposit, obligation, security or investment and, with respect to a Serviced Whole Loan, a Companion Loan Rating Agency Confirmation has been obtained from each Companion Loan Rating Agency; and

(viii)      any other demand, money market or time deposit, obligation, security or investment not listed in clauses (i)(vi) above with respect to which a Rating Agency Confirmation has been obtained from each and every Rating Agency;

provided, however, that with respect to any Permitted Investment for which a rating by S&P is required as set forth above, such rating must be an unqualified rating (i.e., one with no qualifying suffix), with the exception of ratings with regulatory indicators, such as the (sf) subscript, and unsolicited ratings; provided, further, however, that each Permitted Investment qualifies as a “cash flow investment” pursuant to Section 860G(a)(6) of the Code, and that (a) it shall have a predetermined fixed dollar of principal due at maturity that cannot vary or change and (b) any such investment that provides for a variable rate of interest must have an interest rate that is tied to a single interest rate index plus a fixed spread, if any, and move proportionately with such index; and provided, further, however, that no such instrument shall be a Permitted Investment if (a) such instrument evidences the right to receive only interest, (b) such instrument evidences principal and interest payments derived from obligations underlying such instrument and the interest payments with respect to such instrument provide a yield to maturity at the time of acquisition of greater than 120% of the yield to maturity at par of such underlying obligations or (c) such instrument may be redeemed at a price below the purchase price; and provided, further, however, that no amount beneficially owned by any Trust REMIC (even if not yet deposited in the Trust) may be invested in investments (other than money market funds) treated as equity interests for federal income tax purposes, unless the Master Servicer receives an Opinion of Counsel, at its own expense, to the effect that such investment will not adversely affect the status of any Trust REMIC as a REMIC. Permitted Investments may not be purchased at a price in excess of par.

Permitted Lender”: As defined in Section 5.03(q).

Permitted Special Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, banking fees, title insurance and/or other insurance commissions and fees, title agency fees, and appraisal fees received or retained by the applicable Special Servicer

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or any of its Affiliates in connection with any services performed by such party with respect to any Mortgage Loan and Serviced Whole Loan or REO Property, in each case, in accordance with this Agreement.

Permitted Transferee”: Any Person or any agent thereof other than (a) a Disqualified Organization, (b) any other Person so designated by the Certificate Registrar who is unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person requesting the Transfer) to the effect that the Transfer of an Ownership Interest in any Class R Certificate to such Person will not cause any Trust REMIC to fail to qualify as a REMIC at any time that the Certificates or the Pooled RR Interest are outstanding, (c) a Person that is a Disqualified Non-U.S. Tax Person, (d) any partnership if any of its interests are (or under the partnership agreement are permitted to be) owned, directly or indirectly (other than through a U.S. corporation), by a Disqualified Non-U.S. Tax Person or (e) a U.S. Tax Person with respect to whom income from the Class R Certificate is attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the Transferee or any other U.S. Tax Person.

Person”: Any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

Phillips Point Co-Lender Agreement”: That certain agreement between noteholders, dated as of February 18, 2021 by and between the holders of the respective promissory notes evidencing the Phillips Point Whole Loan, relating to the relative rights of such holders, as the same may be further amended in accordance with the terms thereof.

Plan”: As defined in Section 5.03(m).

Pooled Aggregate Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the sum of the following amounts (which, for the avoidance of doubt, will not include the Trust Subordinate Companion Loan): (a) the Pooled Aggregate Principal Shortfall for such Distribution Date, (b) the Pooled Scheduled Principal Distribution Amount for such Distribution Date and (c) the Pooled Unscheduled Principal Distribution Amount for such Distribution Date; provided that the Pooled Aggregate Principal Distribution Amount for any Distribution Date shall be reduced, to not less than zero, by the amount of any reimbursements of (A) Nonrecoverable Advances (including any property protection advance with respect to the Non-Serviced Mortgage Loan under the related Non-Serviced Pooling Agreement reimbursed out of general collections on the Mortgage Loans), with interest on such Nonrecoverable Advances at the Reimbursement Rate that are paid or reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections would have otherwise been included in the Pooled Aggregate Principal Distribution Amount for such Distribution Date and (B) Workout-Delayed Reimbursement Amounts paid or reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections would have otherwise been included in the Pooled Aggregate Principal Distribution Amount for such Distribution Date (provided that, in the case of clauses (A) and (B) above, if any of the amounts that were reimbursed from principal collections on the Mortgage Loans (including the portion of any REO Loan allocable to a Mortgage Loan)

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are subsequently recovered on the related Mortgage Loan (or the portion of any REO Loan allocable to a Mortgage Loan), such recovery will increase the Pooled Aggregate Principal Distribution Amount for the Distribution Date related to the period in which such recovery occurs).

Pooled Aggregate Principal Shortfall”: For any Distribution Date after the initial Distribution Date with respect to the Mortgage Loans, the amount, if any, by which (a) the related Pooled Aggregate Principal Distribution Amount for the preceding Distribution Date exceeds (b) the aggregate amount actually distributed on the preceding Distribution Date in respect of such Pooled Aggregate Principal Distribution Amount. The Pooled Aggregate Principal Shortfall for the initial Distribution Date will be zero.

Pooled Assumed Scheduled Payment”: For any Collection Period and with respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan) that is delinquent in respect of its Balloon Payment or any REO Loan (excluding, for purposes of determining or making P&I Advances, the portion allocable to any related Companion Loan), an amount equal to the sum of (a) the principal portion of the Periodic Payment that would have been due on such Mortgage Loan or REO Loan on the related Due Date based on the constant payment required by the related Mortgage Note or the original amortization schedule of such Mortgage Loan (as calculated with interest at the related Mortgage Rate), if applicable, assuming such Balloon Payment has not become due, after giving effect to any reduction in the principal balance thereof occurring in connection with a modification of such Mortgage Loan in connection with a default or bankruptcy (or similar proceeding), and (b) interest on the Stated Principal Balance of such Mortgage Loan or REO Loan (excluding, for purposes of determining P&I Advances, the portion allocable to any related Companion Loan, if applicable) at the applicable Mortgage Rate (net of interest at the Servicing Fee Rate and net of any applicable interest at the Non-Serviced Primary Servicing Fee Rate).

Pooled Available Funds”: With respect to any Distribution Date, an amount equal to the sum of (without duplication) (which, for the avoidance of doubt, will not include any amounts received in respect of the Trust Subordinate Companion Loan):

(a)                the aggregate amount of all cash received on the Mortgage Loans (in the case of a Non-Serviced Mortgage Loan, only to the extent received by the Trust pursuant to the related Non-Serviced Pooling Agreement and/or the related Non-Serviced Co-Lender Agreement) (including the portion of Loss of Value Payments deposited into the Collection Account pursuant to Section 3.05(f) of this Agreement) and any REO Property on deposit in the Collection Account (in each case, exclusive of any amount on deposit in or credited to any portion of the Collection Account that is held for the benefit of the Companion Holders or the holders of the Loan-Specific Certificates), as of the close of business on the related Master Servicer Remittance Date, exclusive of (without duplication):

(i)          all Periodic Payments paid by the Mortgagors of a Mortgage Loan that are due on a Due Date following the end of the related Collection Period, excluding Excess Interest and interest relating to periods prior to, but due after, the Cut-off Date;

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(ii)         all unscheduled Principal Prepayments (together with any related payments of interest allocable to the period following the related Due Date for the related Mortgage Loan), Liquidation Proceeds, Insurance and Condemnation Proceeds and other unscheduled recoveries, in each case, received subsequent to the related Determination Date (or, with respect to voluntary Principal Prepayments for each Mortgage Loan with a Due Date occurring after the related Determination Date, subsequent to the related Due Date) allocable to the Mortgage Loans;

(iii)        (A) all amounts payable or reimbursable to any Person from the Collection Account pursuant to clauses (ii) through (xviii), inclusive, and (xxi) of Section 3.05(a); (B) all amounts payable or reimbursable to any Person from the Lower-Tier REMIC Distribution Account pursuant to clauses (ii) through (vii), inclusive, of Section 3.05(b); and (C) any Net Investment Earnings contained therein;

(iv)        with respect to the Actual/360 Mortgage Loans (other than the Trust Subordinate Companion Loan) and any Distribution Date occurring in (1) each February or (2) any January in a year that is not a leap year (in each case, unless the related Distribution Date is the final Distribution Date), an amount equal to one (1) day of interest on the Stated Principal Balance of such Mortgage Loans as of the Due Date in the month preceding the month in which such Distribution Date occurs at the related Net Mortgage Rate to the extent such amounts are Withheld Amounts related to such Mortgage Loans;

(v)         all Excess Interest allocable to the Mortgage Loans (which is separately distributed to the Holders of the Class S Certificates and the Pooled VRR Interest);

(vi)        all Yield Maintenance Charges allocable to the Mortgage Loans;

(vii)       all amounts deposited in the Collection Account in error;

(viii)      amounts distributable to the Loan REMIC Residual Interest pursuant to the related REMIC Declaration and Section 4.01(n); and

(ix)         any Penalty Charges allocable to the Mortgage Loans;

(b)               if and to the extent not already included in clause (a) hereof, the aggregate amount transferred from the REO Accounts allocable to the Mortgage Loans to the Collection Account for such Distribution Date pursuant to Section 3.14(c);

(c)                the aggregate amount of any (i) Compensating Interest Payments made by the Master Servicer with respect to the Mortgage Loans with respect to such Distribution Date pursuant to Section 3.17(a) and (ii) P&I Advances on the Mortgage Loans made by the Master Servicer or the Trustee, as applicable, with respect to the Mortgage Loans and the Distribution Date (net of the related Certificate Administrator/Trustee Fee, Operating Advisor Fee, CREFC® Intellectual Property Royalty License Fee and Asset

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Representations Reviewer Fee with respect to the Mortgage Loans for which such P&I Advances are made) pursuant to Section 4.03 or Section 7.05; and

(d)               with respect to each Actual/360 Mortgage Loan (other than the Trust Subordinate Companion Loan) and any Distribution Date occurring in each March (or February, if the related Distribution Date is the final Distribution Date), the Withheld Amounts related to the Mortgage Loans remitted to the Lower-Tier REMIC Distribution Account pursuant to Section 3.21(b).

Notwithstanding the investment of funds held in the Collection Account pursuant to Section 3.06, for purposes of calculating the Pooled Available Funds, the amounts so invested shall be deemed to remain on deposit in such account.

Pooled Base Interest Fraction”: With respect to any Principal Prepayment on any Mortgage Loan and with respect to any Class of Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates, a fraction (a) whose numerator is the amount, if any, by which (i) the Pass-Through Rate on such Class of Certificates exceeds (ii) the discount rate used in accordance with the related Mortgage Loan documents in calculating the Yield Maintenance Charge with respect to such Principal Prepayment and (b) whose denominator is the amount, if any, by which (i) the Mortgage Rate on such Mortgage Loan (or with respect to any Mortgage Loan that is part of a Serviced Whole Loan, the Mortgage Rate of such Serviced Whole Loan) exceeds (ii) the discount rate used in accordance with the related Mortgage Loan documents in calculating the Yield Maintenance Charge with respect to such Principal Prepayment. However, (1) under no circumstances shall the Pooled Base Interest Fraction be greater than one, (2) if such discount rate is greater than or equal to the lesser of (x) the Mortgage Rate on such Mortgage Loan or Serviced Whole Loan and (y) the Pass-Through Rate on such Class of Certificates, then the Pooled Base Interest Fraction will equal zero and (3) if the discount rate is greater than or equal to the Mortgage Rate on such Mortgage Loan or Serviced Whole Loan, but less than the Pass-Through Rate on such Class of Certificates, then the Pooled Base Interest Fraction will be one (1). The Master Servicer shall provide to the Certificate Administrator the discount rate referenced above for purposes of calculating the Pooled Base Interest Fraction.

Pooled Certificates”: Each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Cass A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class S and Class RR Certificates.

Pooled Non-Reduced Interests”: means any Class of Pooled Principal Balance Certificates or Class RR Certificates then outstanding for which (a)(1) the initial Certificate Balance of such Class of Certificates, minus (2) the sum (without duplication) of (x) any payments of principal (whether as Principal Prepayments or otherwise) distributed to the Certificateholders of such Class of Certificates, (y) any Appraisal Reduction Amounts allocated to such Class of Certificates, and (z) any Realized Losses previously allocated to such Class of Certificates, is equal to or greater than (b) 25% of the remainder of (1) the initial Certificate Balance of such Class less (2) any payments of principal (whether as Principal Prepayments or otherwise) previously distributed to the Certificateholders of such Class of Certificates.

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Pooled Non-VRR Available Funds”: With respect to any Distribution Date, an amount equal to the sum of (i) the Pooled Non-VRR Percentage of the Pooled Available Funds for such Distribution Date and (ii) the Pooled Non-VRR Gain-on-Sale Remittance Amount withdrawn from the Pooled Non-VRR Gain-on-Sale Reserve Account for distribution on such Distribution Date pursuant to Section 4.01(i)(i).

Pooled Non-VRR Certificates”: The Pooled Certificates (other than the Class RR Certificates).

Pooled Non-VRR Excess Prepayment Interest Shortfall”: For any Distribution Date, the Pooled Non-VRR Percentage of the Excess Prepayment Interest Shortfall allocated to a Mortgage Loan for such Distribution Date.

Pooled Non-VRR Gain-on-Sale Remittance Amount”: For each Distribution Date, the lesser of (i) the amount on deposit in the Pooled Non-VRR Gain-on-Sale Reserve Account on such Distribution Date, and (ii) the amount distributable from the Pooled Non-VRR Gain-on-Sale Reserve Account pursuant to Section 4.01(i).

Pooled Non-VRR Gain-on-Sale Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained by the Certificate Administrator, pursuant to Section 3.04(g) on behalf of the Trustee for the benefit of the Pooled Non-VRR Certificateholders, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered Holders of Benchmark 2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25, Pooled Non-VRR Gain-on-Sale Reserve Account”. Any such account shall be an Eligible Account or a subaccount of an Eligible Account.

Pooled Non-VRR Percentage”: An amount expressed as a percentage equal to 100% minus the Pooled VRR Percentage. For the avoidance of doubt, at all times, the sum of the Pooled VRR Percentage and the Pooled Non-VRR Percentage shall equal 100%.

Pooled Non-VRR Principal Distribution Amount”: With respect to any Distribution Date and the Pooled Principal Balance Certificates, an amount equal to the Pooled Non-VRR Percentage of the Pooled Aggregate Principal Distribution Amount for such Distribution Date.

Pooled Non-VRR Realized Loss”: With respect to any Distribution Date, the amount, if any, by which (i) the aggregate Certificate Balance of the Pooled Principal Balance Certificates, after giving effect to distributions of principal on such Distribution Date, exceeds (ii) the product of (a) the Pooled Non-VRR Percentage and (b) the aggregate Stated Principal Balance (for purposes of this definition only, not giving effect to any reductions of the Stated Principal Balance for payments of principal collected on the Mortgage Loans that were used to reimburse any Workout-Delayed Reimbursement Amounts pursuant to Section 3.05(a)(v) to the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances) of the Mortgage Loans and any REO Loans (but in each case,

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excluding any portion allocable to any related Companion Loan, if applicable) as of the end of the last day of the related Collection Period.

Pooled Original RR Interest Balance”: With respect to the Pooled RR Interest, an amount equal to the initial Pooled RR Interest Balance as specified in the Preliminary Statement hereto.

Pooled Principal Balance Certificates”: Each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates.

Pooled Quorum”: In connection with any solicitation of votes in connection with the replacement of the General Special Servicer pursuant (other than with respect to the SOMA Teleco Office Whole Loan or the Amazon Seattle Whole Loan) to Section 7.01(d) (other than as a result of the replacement of the General Special Servicer at the recommendation of the Operating Advisor) or the Asset Representations Reviewer pursuant to Section 12.05(b), the Holders of Pooled Principal Balance Certificates and Class RR Certificates evidencing at least 75% of the aggregate Pooled Voting Rights (taking into account the application of Realized Losses and, other than with respect to the termination of the Asset Representations Reviewer, the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance of the Certificates) of all Pooled Principal Balance Certificates and Class RR Certificates on an aggregate basis.

Pooled Retaining Sponsor”: Goldman Sachs Mortgage Company, a New York limited partnership.

Pooled Risk Retention Consultation Party”: Each party selected by the applicable Pooled VRR Interest Owner from time to time. The Depositor shall promptly provide the name and contact information for the initial Pooled Risk Retention Consultation Parties upon request of any party to this Agreement and any such requesting party may conclusively rely on the name and contact information provided by the Depositor. The Certificate Administrator and the other parties hereto shall be entitled to assume that the identity of a Pooled Risk Retention Consultation Party has not changed until such parties receive written notice of (including the identity and contact information for) a replacement of the Pooled Risk Retention Consultation Party from the applicable Pooled VRR Interest Owner (as confirmed by the Certificate Registrar). The initial Pooled Risk Retention Consultation Parties shall be GSMC and CREFI.

Pooled RR Interest”: An uncertificated interest in the Trust representing the right to receive the Pooled RRI Percentage of all amounts collected on the Mortgage Loans, net of all expenses of the Trust, and distributable on each Distribution Date to Holders of Certificates (other than to the Class R Certificates) and allocated to the Pooled VRR Interest. The Pooled RR Interest (exclusive of Excess Interest) evidences (i) a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and (ii) beneficial ownership of a portion of the Class S Grantor Trust Assets. For the avoidance of doubt, the parties hereto agree not to treat the Pooled RR Interest as a security under applicable law.

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Pooled RR Interest Balance”: With respect to the Pooled RR Interest (i) on or prior to the first Distribution Date, an amount equal to the Pooled Original RR Interest Balance as specified in the Preliminary Statement hereto and (ii) as of any date of determination after the first Distribution Date, the Pooled RR Interest Balance on the Distribution Date immediately prior to such date of determination (determined as adjusted pursuant to Section 1.02(iii)) after giving effect to (a) any distributions made on such Distribution Date pursuant to Section 4.01(a)(i), (ii) and (iii), (b) any Pooled VRR Realized Losses allocated to the Pooled RR Interest on such Distribution Date, and (c) any recoveries on the Mortgage Loans of Nonrecoverable Advances (plus interest on such Nonrecoverable Advances) that were previously reimbursed from principal collections on the related Mortgage Loans, that resulted in a reduction of the Pooled VRR Principal Distribution Amount, which recoveries are allocated to the Pooled RR Interest and added to the Pooled RR Interest Balance.

Pooled RR Interest Owner”: The applicable Pooled VRR Interest Owner who owns the applicable portion of the Pooled RR Interest.

Pooled RRI Percentage”: 70.88162335094353%.

Pooled Scheduled Principal Distribution Amount”: With respect to any Distribution Date, the aggregate of the principal portions of the following: (a) all Periodic Payments (excluding Balloon Payments) with respect to the Mortgage Loans due during or, if and to the extent not previously received or advanced pursuant to Section 4.03 and distributed to Certificateholders on a preceding Distribution Date, prior to the related Collection Period and all Pooled Assumed Scheduled Payments with respect to the Mortgage Loans for the related Collection Period, in each case to the extent either (i) paid by the related Mortgagor as of the related Determination Date (or, with respect to each Mortgage Loan with a Due Date occurring or a Grace Period ending after the related Determination Date, the related Due Date or last day of such Grace Period, as applicable, to the extent received by the Master Servicer as of the Business Day preceding the related Master Servicer Remittance Date) or (ii) advanced by the Master Servicer or the Trustee, as applicable, pursuant to Section 4.03, and (b) all Balloon Payments allocable to the Mortgage Loans to the extent received on or prior to the related Determination Date (or, with respect to each Mortgage Loan with a Due Date occurring, or a Grace Period ending, after the related Determination Date, the related Due Date or, last day of such Grace Period, as applicable, to the extent received by the Master Servicer as of the Business Day preceding the related Master Servicer Remittance Date), and to the extent not included in clause (a) above.

Pooled Transfer Restriction Period”: The period from the Closing Date to the earlier of:

(a)                the latest of (i) the date on which the aggregate unpaid principal balance of all outstanding Mortgage Loans has been reduced to 33.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans; (ii) the date on which the aggregate outstanding principal balance of the Pooled Principal Balance Certificates has been reduced to 33.0% of the aggregate outstanding principal balance of the Pooled Principal Balance Certificates as of the Closing Date; or (iii) two years after the Closing Date; or

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(b)               the date that the Risk Retention Rule applicable to a Holder of the Class RR Certificates is withdrawn or repealed in their entirety as they relate to this securitization or the Class RR Certificates;

provided that the termination of the Pooled Transfer Restriction Period shall not be effective without the written consent of the Pooled Retaining Sponsor.

Pooled Unscheduled Principal Distribution Amount”: With respect to any Distribution Date, the aggregate of the following: (a) all Principal Prepayments received on the Mortgage Loan on or prior to the related Determination Date and (b) the principal portions of all Liquidation Proceeds, Insurance and Condemnation Proceeds and, if applicable, REO Revenues or otherwise, received with respect to the Mortgage Loans and any REO Property on or prior to the related Determination Date, but in each case only to the extent that such principal portion represents a recovery of principal for which no Advance was previously made pursuant to Section 4.03 in respect of a preceding Distribution Date; provided that all such Liquidation Proceeds and Insurance and Condemnation Proceeds will be reduced by any Special Servicing Fees, Liquidation Fees, accrued interest on Advances and other additional expenses of the Trust incurred in connection with the related Mortgage Loan.

Pooled Voting Rights”: The portion of the voting rights of all of the Pooled Certificates that is allocated to any Pooled Certificate. At all times during the term of this Agreement, the Pooled Voting Rights shall be allocated among the various Classes of Pooled Certificateholders as follows: (i) 1% in the case of the Class X-A, Class X-B, Class X-D, Class X-F, Class X-G and Class X-H Certificates (allocated pro rata, based upon their respective Notional Amounts as of the date of determination), and (ii) in the case of any Pooled Principal Balance Certificates and the Class RR Certificates, a percentage equal to the product of 99% and a fraction, the numerator of which is equal to the Certificate Balance (and solely in connection with any vote for purposes of determining whether to remove the applicable Special Servicer pursuant to Section 7.01(d) or the Operating Advisor pursuant to Section 3.26(i), taking into account any notional reduction in the Certificate Balance for Appraisal Reduction Amounts allocated to the Pooled Principal Balance Certificates or the Class RR Certificates pursuant to Section 4.05(a) hereof) of such Class, in each case, determined as of the Distribution Date immediately preceding such time, and the denominator of which is equal to the aggregate Certificate Balance (and solely in connection with any vote for purposes of determining whether to remove the applicable Special Servicer pursuant to Section 7.01(d) or the Operating Advisor pursuant to Section 3.26(i), taking into account any notional reduction in the Certificate Balance for Appraisal Reduction Amounts allocated to the Pooled Principal Balance Certificates or the Class RR Certificates pursuant to Section 4.05(a) hereof) of the Pooled Principal Balance Certificates and the Class RR Certificates, each determined as of the Distribution Date immediately preceding such time. The Class R Certificates, the Class S Certificates and the Pooled RR Interest will not be entitled to any Pooled Voting Rights.

Pooled VRR Available Funds”: With respect to any Distribution Date, an amount equal to the sum of (i) the Pooled VRR Percentage of the Pooled Available Funds for such Distribution Date and (ii) the Pooled VRR Gain-on-Sale Remittance Amount.

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Pooled VRR Allocation Percentage”: A fraction, expressed as a percentage, equal to the Pooled VRR Percentage divided by the Pooled Non-VRR Percentage.

Pooled VRR Gain-on-Sale Remittance Amount”: For each Distribution Date, the lesser of (i) the amount on deposit in the Pooled VRR Gain-on-Sale Reserve Account on such Distribution Date, and (ii) the amount distributable from the Pooled VRR Gain-on-Sale Reserve Account pursuant to Section 4.01(i).

Pooled VRR Gain-on-Sale Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained by the Certificate Administrator, pursuant to Section 3.04(g) on behalf of the Trustee for the benefit of the Class RR Certificateholders and the Pooled RR Interest Owner, which shall be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the Pooled VRR Interest Owners under the Pooling and Servicing Agreement for the Benchmark 2021-B25 Mortgage Trust, Pooled VRR Gain-on-Sale Reserve Account”. Any such account shall be an Eligible Account or a subaccount of an Eligible Account.

Pooled VRR Interest”: Each of the Pooled RR Interest and/or the Class RR Certificates, as applicable.

Pooled VRR Interest Balance”: The Certificate Balance of the Class RR Certificates and/or the Pooled RR Interest Balance of the Pooled RR Interest, as applicable.

Pooled VRR Interest Distribution Amount”: With respect to the Pooled VRR Interest for any Distribution Date, an amount equal to the product of (A) the Pooled VRR Allocation Percentage and (B) the aggregate amount of interest distributed to Pooled Non-VRR Certificateholders pursuant to Section 4.01(b)(i), (iv), (vii), (x), (xiii), (xvi), (xix), (xxii) and (xxv) on such Distribution Date.

Pooled VRR Interest Owner”: Any Person who owns the Pooled RR Interest or the Class RR Certificates, as identified to the Certificate Administrator in writing. Goldman Sachs Bank, USA, a NY state-chartered bank, is the Pooled RR Interest Owner as of the Closing Date, and CREFI is the Class RR Certificateholder as of the Closing Date. Until it receives notice to the contrary in the form of both Exhibit D-3 and Exhibit D-4 hereto pursuant to Section 5.03(q), the Certificate Administrator shall be entitled to rely on the preceding sentence with respect to the identity of the Pooled VRR Interest Owners and, thereafter, the Certificate Administrator shall be entitled to rely on the most recent notification in the form of notice of the new owner and submission of both Exhibit D-3 and Exhibit D-4 hereto pursuant to Section 5.03(q) with respect to the identity of the Pooled VRR Interest Owners.

Pooled VRR Interest Rate”: With respect to any Distribution Date, a per annum rate equal to the Pooled Weighted Average Net Mortgage Rate for such Distribution Date.

Pooled VRR Percentage”: 5.0%.

Pooled VRR Principal Distribution Amount”: With respect to the Pooled VRR Interest for any Distribution Date, an amount equal to the product of (A) the Pooled VRR

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Allocation Percentage and (B) the aggregate amount of principal distributed to the Pooled Non-VRR Certificateholders pursuant to Section 4.01(b), (ii), (v), (viii), (xi), (xiv), (xvii), (xx), (xxiii) and (xxvi) on such Distribution Date.

Pooled VRR Realized Loss”: With respect to any Distribution Date, the amount, if any, by which (i) the aggregate Pooled VRR Interest Balance of the Pooled VRR Interest, after giving effect to distributions of principal on such Distribution Date, exceeds (ii) the product of (a) the Pooled VRR Percentage and (b) the aggregate Stated Principal Balance (for purposes of this definition only, not giving effect to any reductions of the Stated Principal Balance for payments of principal collected on the Mortgage Loans that were used to reimburse any Workout-Delayed Reimbursement Amounts pursuant to Section 3.05(a)(v) to the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances) of the Mortgage Loans and any REO Loans (but in each case, excluding any portion allocable to any related Companion Loan, if applicable) as of the end of the last day of the related Collection Period.

Pooled VRR Realized Loss Interest Distribution Amount”: With respect to the Pooled VRR Interest for any Distribution Date, an amount equal to the product of (A) the Pooled VRR Allocation Percentage and (B) the aggregate amount of interest on reimbursed Realized Losses distributed to the Certificateholders pursuant to Section 4.01(b)(iii), (vi), (ix), (xii), (xv), (xviii), (xxi), (xxiv) and (xxvii) on such Distribution Date.

Pooled VRR Regular Interests”: As defined in the Preliminary Statement.

Pooled Weighted Average Net Mortgage Rate”: With respect to any Distribution Date, a per annum rate equal to the weighted average of the Net Mortgage Rates in effect for each Mortgage Loan (including any Non-Serviced Mortgage Loan) and REO Loan (other than the portion of an REO Loan related to any Companion Loan) as of their respective Due Dates in the month preceding the month in which such Distribution Date occurs, weighted on the basis of their respective Stated Principal Balances immediately following the Distribution Date (or, if applicable, the Closing Date) in such preceding month; provided, however, that in the case of any Mortgage Loan held by a Loan REMIC, “Mortgage Loan” shall refer to the related Loan REMIC Regular Interest for purposes of this definition.

Preliminary Asset Review Report”: As defined in Section 12.01(b).

Preliminary Dispute Resolution Election Notice”: As defined in Section 2.03(j)(i).

Prepayment Assumption”: A “constant prepayment rate” of 0% used for determining the accrual of original issue discount and market discount, if any, and the amortization premium, if any, on the Certificates and the Pooled RR Interest for federal income tax purposes; provided that it is assumed that each Mortgage Loan with an Anticipated Repayment Date prepays on such date. For the avoidance of doubt, the Prepayment Assumption will also apply to any Mortgage Loans held by a Loan REMIC and the Loan REMIC Regular Interest.

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Prepayment Interest Excess”: For any Distribution Date and with respect to any Mortgage Loan or Serviced Whole Loan that was subject to a Principal Prepayment in full or in part during the related Collection Period, which Principal Prepayment was applied to such Mortgage Loan or Serviced Whole Loan, as applicable, after the related Due Date and prior to the following Determination Date, the amount of interest (net of the related Servicing Fees and any Excess Interest), to the extent collected from the related Mortgagor (without regard to any Yield Maintenance Charge actually collected), that would have accrued at a rate per annum equal to the sum of (x) the related Net Mortgage Rate for such Mortgage Loan or Serviced Whole Loan, as applicable, and (y) the Certificate Administrator/Trustee Fee Rate, the Operating Advisor Fee Rate, the CREFC® Intellectual Property Royalty License Fee Rate and the Asset Representations Reviewer Fee Rate, on the amount of such Principal Prepayment from such Due Date to, but not including, the date of such prepayment (or any later date through which interest accrues). Prepayment Interest Excesses (to the extent not offset by Prepayment Interest Shortfalls or required to be paid as Compensating Interest Payments) collected on the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loan, will be retained by the Master Servicer as additional servicing compensation.

Prepayment Interest Shortfall”: For any Distribution Date and with respect to any Mortgage Loan or Serviced Whole Loan that was subject to a Principal Prepayment in full or in part during the related Collection Period, which Principal Prepayment was applied to such Mortgage Loan or Serviced Whole Loan (with such prepayment allocated between the related Mortgage Loan and Serviced Companion Loan in accordance with the related Co-Lender Agreement), as applicable, after the related Determination Date (or, with respect to each Mortgage Loan or Serviced Companion Loan, as applicable, with a Due Date occurring after the related Determination Date, the related Due Date) and prior to the following Due Date, the amount of interest (net of the related Servicing Fees and any Excess Interest), to the extent not collected from the related Mortgagor (without regard to any Yield Maintenance Charge actually collected), that would have accrued at a rate per annum equal to the sum of (x) the related Net Mortgage Rate for such Mortgage Loan or Serviced Whole Loan, as applicable and (y) the Certificate Administrator/Trustee Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate, on the amount of such Principal Prepayment during the period commencing on the date as of which such Principal Prepayment was applied to such Mortgage Loan or Serviced Whole Loan, as applicable, and ending on such following Due Date. With respect to any Serviced AB Whole Loan, any Prepayment Interest Shortfall for any Distribution Date shall be allocated first pro rata to any related AB Subordinate Companion Loan (and, with respect to the SOMA Teleco Office Whole Loan or the Amazon Seattle Whole Loan, to the related Trust Subordinate Companion Loan, and correspondingly to the related Loan-Specific Certificates) and then pro rata to the related Mortgage Loan and any related Pari Passu Companion Loan. A Prepayment Interest Shortfall in respect of any Mortgage Loan held by a Loan REMIC shall be a Prepayment Interest Shortfall in respect of the related Loan REMIC Regular Interest.

Primary Collateral”: With respect to any Crossed Underlying Loan, that portion of the Mortgaged Property designated as directly securing such Crossed Underlying Loan and excluding any Mortgaged Property as to which the related lien may only be foreclosed upon by exercise of the cross-collateralization provisions of such Crossed Underlying Loan.

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Primary Servicing Fee”: The monthly fee payable by the Master Servicer solely from the Servicing Fee to each Initial Sub-Servicer, which monthly fee accrues at the rate per annum specified as such in the Sub-Servicing Agreement with such Initial Sub-Servicer.

Prime Rate”: The “Prime Rate” as published in the “Money Rates” section of the New York City edition of The Wall Street Journal (or, if such section or publication is no longer available, such other comparable publication as determined by the Certificate Administrator in its reasonable discretion) as may be in effect from time to time, or, if the “Prime Rate” no longer exists, such other comparable rate (as determined by the Certificate Administrator in its reasonable discretion) as may be in effect from time to time.

Principal Balance Certificates”: Each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class ST-A, Class 300P-A, Class 300P-B, Class 300P-C, Class 300P-D, Class 300P-E and Class 300P-RR Certificates.

Principal Prepayment”: Any payment of principal made by the Mortgagor on a Mortgage Loan or Trust Subordinate Companion Loan that is received in advance of its scheduled Due Date as a result of such prepayment.

Privileged Communications”: Any correspondence between the Directing Holder or a Risk Retention Consultation Party and a Special Servicer referred to in clause (i) of the definition of “Privileged Information”.

Privileged Information”: Any (i) correspondence between the Directing Holder or a Risk Retention Consultation Party and a Special Servicer related to any Specially Serviced Mortgage Loan (other than with respect to any applicable Excluded Loan) or the exercise of the Directing Holder’s consent or consultation rights or a Risk Retention Consultation Party’s consultation rights under this Agreement, (ii) strategically sensitive information (including information contained within any Asset Status Report) that the applicable Special Servicer has reasonably determined could compromise the Trust’s position in any ongoing or future negotiations with the related Mortgagor or other interested party and (iii) information subject to attorney-client privilege. The Master Servicer, each Special Servicer, the Operating Advisor and the Asset Representations Reviewer shall be entitled to rely on any identification of materials as “attorney-client privileged” without liability for any such reliance hereunder.

Privileged Information Exception”: With respect to any Privileged Information, at any time (a) such Privileged Information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by the party restricted from disclosing such Privileged Information (the “Restricted Party”), (b) it is reasonable and necessary for the Restricted Party to disclose such Privileged Information in working with legal counsel, auditors, arbitration parties, taxing authorities or other governmental agencies, (c) such Privileged Information was already known to such Restricted Party and not otherwise subject to a confidentiality obligation and/or (d) the Restricted Party is (in the case of the Master Servicer, the applicable Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee, as evidenced by written advice of counsel (which will be an additional expense of the Trust) delivered to each of the Master Servicer, the applicable

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Special Servicer, the Directing Holder (other than with respect to any applicable Excluded Loan), the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee), required by law, rule, regulation, order, judgment or decree to disclose such information.

Privileged Person”: The Depositor and its designees, the Initial Purchasers, the Underwriters, the Loan-Specific Initial Purchasers, the Sponsors, the Master Servicer, each Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator, any Additional Servicer designated by the Master Servicer or any Special Servicer, the Operating Advisor, any Affiliate of the Operating Advisor designated by the Operating Advisor, the Asset Representations Reviewer, any Companion Holder who provides an Investor Certification, any Person (including the Directing Holder, the Controlling Class Representative, any Risk Retention Consultation Party and any VRR Interest Owner) who provides the Certificate Administrator with an Investor Certification and any NRSRO (including any Rating Agency) that provides the Certificate Administrator with an NRSRO Certification, which Investor Certification and NRSRO Certification may be submitted electronically via the Certificate Administrator’s Website; provided, however, that in no event may a Borrower Party (other than a Borrower Party that is a Risk Retention Consultation Party or a Special Servicer) be entitled to receive (i) if such party is the Directing Holder, any Controlling Class Certificateholder, any SOMA Teleco Office Controlling Class Certificateholder or any Amazon Seattle Certificateholder, any Excluded Information via the Certificate Administrator’s Website (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loan(s)), and (ii) if such party is not the Directing Holder, any Controlling Class Certificateholder, any SOMA Teleco Office Controlling Class Certificateholder or any Amazon Seattle Controlling Class Certificateholder, any information other than the Distribution Date Statement. In determining whether any Person is an Additional Servicer or an Affiliate of the Operating Advisor, the Certificate Administrator may rely on direction by the Master Servicer, any Special Servicer, any Mortgage Loan Seller or the Operating Advisor, as the case may be.

Notwithstanding anything to the contrary in this Agreement, if a Special Servicer obtains knowledge that it is a Borrower Party, such Special Servicer shall nevertheless be a Privileged Person; provided that such Special Servicer (i) shall not directly or indirectly provide any information related to any Excluded Special Servicer Loan to (A) the related Borrower Party, (B) any of such Special Servicer’s employees or personnel or any of its Affiliates involved in the management of any investment in the related Borrower Party or the related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) shall maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations described in clause (i) above; provided, further, that nothing in this Agreement shall be construed as an obligation of the Master Servicer or the Certificate Administrator to restrict a Special Servicer’s access to any information on the Master Servicer’s Internet website or the Certificate Administrator’s Website and in no case shall the Master Servicer or the Certificate Administrator be held liable if the applicable Special Servicer accesses any Excluded Special Servicer Information relating to the Excluded Special Servicer Loans; provided, further, however, that any Excluded Controlling Class Holder shall be permitted to reasonably request and obtain in accordance with Section 4.02(f) of this Agreement any Excluded Information relating to any

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Excluded Controlling Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available to such Excluded Controlling Class Holder via the Certificate Administrator’s Website on account of it constituting Excluded Information) from the Master Servicer or the applicable Special Servicer, as the case may be. Notwithstanding any provision to the contrary herein, neither the Master Servicer nor the Certificate Administrator shall have any obligation to restrict access by the applicable Special Servicer or any Excluded Special Servicer to any information related to any Excluded Special Servicer Loan.

Prohibited Party”: Any proposed Servicing Function Participant that is listed on the Depositor’s Do Not Hire List.

Prohibited Prepayment”: As defined in the definition of Compensating Interest Payments.

Property Protection Advances”: All customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’ fees and expenses and fees of real estate brokers) incurred by the Master Servicer, the applicable Special Servicer, Certificate Administrator, or the Trustee, as applicable, in connection with the servicing and administering of (a) a Mortgage Loan (and in the case of a Serviced Mortgage Loan, the related Serviced Companion Loan), other than a Non-Serviced Mortgage Loan, in respect of which a default, delinquency or other unanticipated event has occurred or as to which a default is reasonably foreseeable or (b) an REO Property, including, in the case of each of clause (a) and clause (b), but not limited to, (x) the cost of (i) compliance with the Master Servicer’s obligations set forth in Section 3.03(c), (ii) the preservation, restoration and protection of a Mortgaged Property, (iii) obtaining any Insurance and Condemnation Proceeds or any Liquidation Proceeds of the nature described in clauses (i)(vi) of the definition of “Liquidation Proceeds,” (iv) any enforcement or judicial proceedings with respect to a Mortgaged Property, including foreclosures and (v) the operation, leasing, management, maintenance and liquidation of any REO Property and (y) any amount specifically designated herein to be paid as a “Property Protection Advance”. Notwithstanding anything to the contrary, “Property Protection Advances” shall not include allocable overhead of the Master Servicer or the applicable Special Servicer, such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses and similar internal costs and expenses or costs and expenses incurred by any such party in connection with its purchase of a Mortgage Loan or REO Property. None of the Master Servicer, the Special Servicers or the Trustee shall make any Property Protection Advance in connection with the exercise of any cure rights or purchase rights granted to the holder of a Serviced Companion Loan under the related Co-Lender Agreement or this Agreement.

Proposed Course of Action Notice”: As defined in Section 2.03(j)(i).

Prospectus”: The Prospectus, dated April 19, 2021.

Purchase Price”: With respect to any Mortgage Loan or Trust Subordinate Companion Loan (or any related REO Loan) (including, to the extent required pursuant to the final paragraph hereof, any related Companion Loan) to be purchased pursuant to (A) Section 6

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of the related Mortgage Loan Purchase Agreement by the related Mortgage Loan Seller, (B) Section 3.16, or (C) Section 9.01, a price, without duplication, equal to:

(i)          the outstanding principal balance of such Mortgage Loan or Trust Subordinate Companion Loan (or any related REO Loan (including for such purpose, to the extent required pursuant to the final paragraph hereof, the related Companion Loan)) as of the date of purchase; plus

(ii)         all accrued and unpaid interest on the Mortgage Loan or Trust Subordinate Companion Loan (or any related REO Loan (including for such purpose, to the extent required pursuant to the final paragraph hereof, the related Companion Loan)), at the related Mortgage Rate in effect from time to time (excluding any portion of such interest that represents Default Interest and any Excess Interest on an ARD Loan)), to, but not including, the Due Date immediately preceding or coinciding with the Determination Date for the Collection Period of purchase; plus

(iii)        all related unreimbursed Property Protection Advances (including any Property Protection Advances and advance interest amounts that were reimbursed out of general collections on the Mortgage Loans and the Trust Subordinate Companion Loans) (or, in the case of any Non-Serviced Mortgage Loan, the pro rata portion of any comparable amounts allocable to such Mortgage Loan and payable with respect thereto pursuant to the related Co-Lender Agreement); plus

(iv)        all accrued and unpaid advance interest amounts in respect of related Advances (or, in the case of any Non-Serviced Mortgage Loan, all comparable amounts with respect to P&I Advances related to such Non-Serviced Mortgage Loan and, with respect to outstanding Property Protection Advances, the pro rata portion of any comparable amounts payable with respect thereto pursuant to the related Co-Lender Agreement); plus

(v)         any unpaid Special Servicing Fees, unpaid Asset Representations Reviewer Fees and any other unpaid additional Trust Fund expenses (which, for the avoidance of doubt, include any unpaid Workout Fees and Liquidation Fees) outstanding or previously incurred in respect of the related Mortgage Loan or Trust Subordinate Companion Loan (or, in the case of any Non-Serviced Mortgage Loan, the pro rata portion of any comparable amounts allocable to such Mortgage Loan and payable with respect thereto pursuant to the related Co-Lender Agreement), and if such Mortgage Loan or Trust Subordinate Companion Loan is being purchased by a Mortgage Loan Seller pursuant to the applicable Mortgage Loan Purchase Agreement, all expenses incurred or to be incurred by the Master Servicer, the applicable Special Servicer, the Asset Representations Reviewer, the Depositor, the Certificate Administrator and the Trustee in respect of the Breach or Material Defect giving rise to the repurchase or substitution obligation (to the extent not otherwise included in the amount described in clause (iii) above);

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(vi)        if a Mortgage Loan Seller repurchases or substitutes for such Mortgage Loan, any related Asset Representations Reviewer Asset Review Fee to the extent not previously paid by the related Mortgage Loan Seller; plus

(vii)       if a Mortgage Loan Seller repurchases or substitutes for such Mortgage Loan or Trust Subordinate Companion Loan more than ninety (90) days following the earlier of the responsible party’s discovery or receipt of notice of the subject Material Breach or Material Document Defect, as the case may be, a Liquidation Fee.

Solely with respect to any Serviced Whole Loan to be sold pursuant to Section 3.16(a)(iii), “Purchase Price” shall mean the amount calculated in accordance with the preceding sentence in respect of the related Whole Loan, including, for such purposes, the Mortgage Loan and the related Companion Loan. With respect to any REO Property to be sold pursuant to Section 3.16(b), “Purchase Price” shall mean the amount calculated in accordance with the second preceding sentence in respect of the related REO Loan (including any related Companion Loan). With respect to any sale pursuant to Section 3.16(a)(ii) or Section 3.16(e) or for purposes of calculating any Gain-on-Sale Proceeds, the “Purchase Price” shall be allocated between the related Mortgage Loan and Companion Loan in accordance with, and shall be equal to the amount provided pursuant to, the provisions of the related Co-Lender Agreement. With respect to any Joint Mortgage Loan, the Purchase Price that would be payable by each of the applicable Mortgage Loan Sellers for its related Mortgage Note shall be its respective Mortgage Loan Seller Percentage Interest as of the Closing Date of the total Purchase Price for such Mortgage Loan. Notwithstanding the foregoing, with respect to any Repurchase pursuant to subclause (A) and subclause (C) hereof, the “Purchase Price” shall not include any amounts payable in respect of any related Companion Loan.

Qualified Institutional Buyer”: A “qualified institutional buyer” as defined in Rule 144A under the Act.

Qualified Insurer”: (i) With respect to any Mortgage Loan, Trust Subordinate Companion Loans, REO Loan or REO Property, an insurance company or security or bonding company qualified to write the related Insurance Policy in the relevant jurisdiction with an insurance financial strength rating of at least: (a) “A-” by S&P (or, if not rated by S&P, an equivalent rating by (A) at least two NRSROs (which may include Moody’s, Fitch and/or DBRS Morningstar) or (B) one NRSRO (which may include Moody’s, Fitch or DBRS Morningstar) and A.M. Best Company, Inc.), (b) “A3” by Moody’s (or, if not rated by Moody’s, an equivalent rating by (A) at least two NRSROs (which may include S&P, Fitch and/or KBRA) or (B) one NRSRO (which may include S&P, Fitch or KBRA) and A.M. Best Company, Inc.), (c) “A” by Fitch (or, if not rated by Fitch, at least “A” or an equivalent rating as “A” by one other nationally recognized insurance rating organization (which may include S&P, Moody’s or KBRA)) and (d) solely in the case of the Amazon Seattle Trust Subordinate Companion Loan, “A(low)” by DBRS Morningstar (or, if not rated by DBRS Morningstar, at least an equivalent rating by (A) two other NRSROs (which may include Moody’s, S&P, Fitch and/or KBRA)) and (ii) with respect to the fidelity bond and errors and omissions insurance policy required to be maintained pursuant to Section 3.07(c), except as otherwise permitted by Section 3.07(c), an insurance company that has a claims paying ability (or the obligations which are guaranteed or backed by a

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company having such claims paying ability) with at least one of the following ratings: (a) “A3” by Moody’s, (b) “A-” by S&P, (c) “A-” by Fitch, (d) “A-:X” by A.M. Best Company, Inc. or (e) “A(low)” by DBRS Morningstar, or, in the case of clauses (i) or (ii), any other insurer acceptable to the Rating Agencies, as evidenced by a Rating Agency Confirmation.

Qualified Mortgage”: A “qualified mortgage” within the meaning of Code Section 860G(a)(3), but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective obligation to be treated as a qualified mortgage.

Qualified Replacement Special Servicer”: A replacement special servicer that (i) satisfies all of the eligibility requirements applicable to the applicable Special Servicer contained in this Agreement, (ii) is not the Operating Advisor, the Asset Representations Reviewer or an Affiliate of the Operating Advisor or the Asset Representations Reviewer, (iii) is not obligated to pay the Operating Advisor (x) any fees or otherwise compensate the Operating Advisor in respect of its obligations under this Agreement, and (y) for the appointment of the successor special servicer or the recommendation by the Operating Advisor for a replacement special servicer to become a Special Servicer, (iv) is not entitled to receive any compensation from the Operating Advisor other than compensation that is not material and is unrelated to the Operating Advisor’s recommendation that such party be appointed as a replacement special servicer, (v) is not entitled to receive any fee from the Operating Advisor for its appointment as successor special servicer, in each case, unless such fee is expressly approved by 100% of the Certificateholders and the Pooled RR Interest Owner, (vi) the replacement special servicer is included on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special Servicer, (vii) currently has a special servicer rating of at least “CSS3” by Fitch, (viii) is not a special servicer that has been cited by KBRA as having servicing concerns as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a rating downgrade or withdrawal) of securities in a transaction serviced by the applicable servicer prior to the time of determination and (ix) solely in the case of the Amazon Seattle Trust Subordinate Companion Loan, has a then-current ranking by DBRS Morningstar of at least “MORS 3” as a special servicer, or (B) that has been appointed and currently serves as a special servicer on a transaction-level basis on a CMBS transaction currently rated by DBRS Morningstar that currently has securities outstanding and for which DBRS Morningstar has not cited servicing concerns of the replacement special servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities rated by DBRS Morningstar in a commercial mortgage-backed securitization transaction rated by DBRS Morningstar and serviced by the applicable replacement special servicer prior to the time of determination, and, if one of the following NRSROs is engaged by the Depositor to rate an Other Securitization Trust, as to such engaged NRSRO.

Qualified Substitute Mortgage Loan”: A substitute mortgage loan (other than with respect to the Whole Loans, for which no substitution will be permitted) replacing a removed Mortgage Loan that must, on the date of substitution: (i) have an outstanding principal balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution, whether or not received, not in excess of the Stated Principal Balance of the removed Mortgage Loan as of the Due Date in the calendar month during which the substitution occurs; (ii) have a Mortgage Rate not less than the Mortgage Rate of the

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removed Mortgage Loan (determined without regard to any prior modification, waiver or amendment of the terms of the removed Mortgage Loan); (iii) have the same Due Date as and Grace Period no longer than that of the removed Mortgage Loan; (iv) accrue interest on the same basis as the removed Mortgage Loan (for example, on the basis of a 360 day year consisting of twelve 30-day months); (v) have a remaining term to stated maturity not greater than, and not more than two (2) years less than, the remaining term to stated maturity of the removed Mortgage Loan; (vi) have a then-current loan-to-value ratio equal to or less than the lesser of the loan-to-value ratio for the removed Mortgage Loan as of the Closing Date and 75%, in each case using the “value” for the Mortgaged Property as determined using an Appraisal; (vii) comply (except in a manner that would not be adverse to the interests of the Certificateholders and the Pooled RR Interest Owner) as of the date of substitution in all material respects with all of the representations and warranties set forth in the applicable Mortgage Loan Purchase Agreement; (viii) have an environmental report that indicates no material adverse environmental conditions with respect to the related Mortgaged Property and which will be delivered as a part of the related Mortgage File; (ix) have a then-current debt service coverage ratio at least equal to the greater of the original Debt Service Coverage Ratio of the removed Mortgage Loan as of the Closing Date and 1.25x; (x) constitute a “qualified replacement mortgage” within the meaning of Section 860G(a)(4) of the Code as evidenced by an Opinion of Counsel (provided at the applicable Mortgage Loan Seller’s expense); (xi) not have a Maturity Date or an amortization period that extends to a date that is after the date two (2) years prior to the Rated Final Distribution Date; (xii) have comparable prepayment restrictions to those of the removed Mortgage Loan; (xiii) not be substituted for a removed Mortgage Loan unless the Trustee and the Certificate Administrator have received Rating Agency Confirmation from each Rating Agency (the cost, if any, of obtaining such Rating Agency Confirmation to be paid by the applicable Mortgage Loan Seller); (xiv) have been approved, so long as a Control Termination Event has not occurred and is not continuing and the affected Mortgage Loan is not an applicable Excluded Loan, by the Directing Holder; (xv) prohibit defeasance within two (2) years of the Closing Date; (xvi) not be substituted for a removed Mortgage Loan if it would result in an Adverse REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code or the imposition of tax on any of such REMICs, the Grantor Trust or the issuing entity other than a tax on income expressly permitted or contemplated to be imposed by the terms of this Agreement, as determined by an Opinion of Counsel; (xvii) have an engineering report that indicates no material adverse property condition or deferred maintenance that will be delivered as a part of the related Servicing File; and (xviii) be current in the payment of all scheduled payments of principal and interest then due. In the event that more than one mortgage loan is substituted for a removed Mortgage Loan, then the amounts described in clause (i) shall be determined on the basis of aggregate Stated Principal Balances and each such proposed Qualified Substitute Mortgage Loan shall individually satisfy each of the requirements specified in clauses (ii) through (xviii); provided that the rates described in clause (ii) above and the remaining term to stated maturity referred to in clause (v) above shall be determined on a weighted average basis; provided, further, that no individual Mortgage Rate (net of the Servicing Fee Rate, the Certificate Administrator/Trustee Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate and, in the case of a Non-Serviced Mortgage Loan, the related Non-Serviced Primary Servicing Fee Rate) shall be lower than the highest fixed Pass-Through Rate (and not based on, or subject to a cap equal to, the Pooled Weighted Average Net Mortgage Rate) of any

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Class of Pooled Principal Balance Certificates having a Certificate Balance then outstanding. When a Qualified Substitute Mortgage Loan is substituted for a removed Mortgage Loan, the applicable Mortgage Loan Seller shall certify that the Qualified Substitute Mortgage Loan meets all of the requirements of the above definition and shall send such certification to the Trustee, the Certificate Administrator and, prior to the occurrence of a Consultation Termination Event, the Directing Holder.

Quorum”: In connection with any solicitation of votes in connection with the replacement of the applicable Special Servicer pursuant to Section 7.01(d) (other than as a result of the replacement of the applicable Special Servicer at the recommendation of the Operating Advisor), the Holders of Principal Balance Certificates, Class RR Certificates and Class ST-VR Certificates evidencing at least 75% of the aggregate Voting Rights (taking into account the application of Realized Losses and, other than with respect to the termination of the Asset Representations Reviewer, the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance of the Certificates) of all Principal Balance Certificates, Class RR Certificates and Class ST-VR Certificates on an aggregate basis.

RAC No-Response Scenario”: As defined in Section 3.25(a).

RAC Requesting Party”: As defined in Section 3.25(a).

Rated Final Distribution Date”: (a) As to each Class of Pooled Certificates (other than the Class X-H, Class H, Class S, Class R and Class RR Certificates), the Distribution Date in April 2054 and (b) as to each Class of Amazon Seattle Loan-Specific Certificates, the Distribution Date in May 2045.

Rating Agency”: (i) Each of Fitch, KBRA and S&P or their successors in interest and (i) with respect to the Amazon Seattle Trust Subordinate Companion Loan, DBRS Morningstar. If no such rating agency nor any successor thereof remains in existence, “Rating Agency” shall be deemed to refer to such nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, each Special Servicer and the Master Servicer, and specific ratings of Fitch, KBRA, S&P and DBRS Morningstar (solely in the case of the Amazon Seattle Trust Subordinate Companion Loan) herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.

Rating Agency Confirmation”: With respect to any matter, confirmation in writing (which may be in electronic form) by each applicable Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned to any Class of Certificates (if then rated by the Rating Agency); provided that a written waiver or other acknowledgment from the Rating Agency indicating its decision not to review the matter for which the Rating Agency Confirmation is sought shall be deemed to satisfy the requirement for the Rating Agency Confirmation from each Rating Agency with respect to such matter.

Rating Agency Inquiry”: As defined in Section 4.07(c).

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Rating Agency Q&A Forum and Document Request Tool”: As defined in Section 4.07(c).

Realized Loss”: The Pooled Non-VRR Realized Loss, the Pooled VRR Realized Loss, the SOMA Teleco Office RR Realized Loss, the SOMA Teleco Office Non-RR Realized Loss or the Amazon Seattle Realized Loss, as applicable. A Pooled Non-VRR Realized Loss or a Pooled VRR Realized Loss in respect of any Mortgage Loan held by a Loan REMIC shall be a Pooled Non-VRR Loss or a Pooled VRR Realized Loss, as applicable, in respect of the related Loan REMIC Regular Interest.

Record Date”: With respect to any Distribution Date, the last Business Day of the month immediately preceding the month in which that Distribution Date occurs.

Regular Certificates”: Any of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class ST-A, Class 300P-A, Class 300P-B, Class 300P-C, Class 300P-D and Class 300P-E Certificates.

Regulation AB”: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1125, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

Regulation AB Companion Loan Securitization”: As defined in Section 11.15(a).

Regulation AB Servicing Officer”: Any officer or employee of the Master Servicer or any Special Servicer, as applicable, involved in, or responsible for, the administration and servicing of the Mortgage Loans or Companion Loans, or this Agreement and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s or employee’s knowledge of and familiarity with the particular subject, and, in the case of any certification required to be signed by a Servicing Officer, such an officer or employee whose name and specimen signature appears on a list of Servicing Officers furnished to the Trustee and/or the Certificate Administrator by the Master Servicer or the applicable Special Servicer, as applicable, as such list may from time to time be amended.

Regulation D”: Regulation D under the Act.

Regulation S”: Regulation S under the Act.

Regulation S Book-Entry Certificates”: The Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S and represented by one or more Book-Entry Certificates deposited with the Certificate Administrator as custodian for the Depository.

Reimbursement Rate”: A per annum rate equal to the Prime Rate, compounded annually, which rate per annum applicable to the accrual of interest on Property Protection Advances in accordance with Section 3.03(d) and P&I Advances in accordance with

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Section 4.03(d). Interest accrued on any P&I Advance relating to any Trust Subordinate Companion Loan shall compound annually.

Related Certificates”, and “Related Lower-Tier Regular Interests”, “SOMA Teleco Office Related Trust Subordinate Companion Loan REMIC Regular Interests and “Amazon Seattle Related Trust Subordinate Companion Loan REMIC Regular Interests”: For each of the following Classes of Certificates or the Pooled RR Interest, the related Class of Lower-Tier Regular Interests or Trust Subordinate Companion Loan REMIC Regular Interests, as applicable; and for the following Classes of Lower-Tier Regular Interests or Trust Subordinate Companion Loan REMIC Regular Interests, the related Class of Certificates or the Pooled RR Interest set forth below:

Related Certificates
or Pooled RR Interest
Related
Lower-Tier Regular Interest
Class A-1 CertificatesClass LA1 Uncertificated Interest
Class A-2 CertificatesClass LA2 Uncertificated Interest
Class A-3 CertificatesClass LA3 Uncertificated Interest
Class A-4 CertificatesClass LA4 Uncertificated Interest
Class A-5 CertificatesClass LA5 Uncertificated Interest
Class A-SB CertificatesClass LASB Uncertificated Interest
Class A-S CertificatesClass LAS Uncertificated Interest
Class B CertificatesClass LB Uncertificated Interest
Class C CertificatesClass LC Uncertificated Interest
Class D CertificatesClass LD Uncertificated Interest
Class E CertificatesClass LE Uncertificated Interest
Class F CertificatesClass LF Uncertificated Interest
Class G CertificatesClass LG Uncertificated Interest
Class H CertificatesClass LH Uncertificated Interest
Class RR CertificatesClass LRR Uncertificated Interest
Class ST-A CertificatesClass LSTA Uncertificated Interest
Class ST-VR CertificatesClass LSTVR Uncertificated Interest
Class 300P-A CertificatesClass L300PA Uncertificated Interest
Class 300P-B CertificatesClass L300PB Uncertificated Interest
Class 300P-C CertificatesClass L300PC Uncertificated Interest
Class 300P-D CertificatesClass L300PD Uncertificated Interest
Class 300P-E CertificatesClass L300PE Uncertificated Interest
Class 300P-RR CertificatesClass L300PRR Uncertificated Interest
Pooled RR InterestLRI

Relevant Distribution Date”: With respect to (a) any Significant Obligor with respect to the Trust, the Distribution Date, and (b) any “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization holding a Serviced Companion Loan, the “Distribution Date” (or analogous concept) under the related Other Pooling and Servicing Agreement.

Relevant Servicing Criteria”: The Servicing Criteria applicable to a specific party, as set forth on Exhibit AA attached hereto. For clarification purposes, multiple parties can

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have responsibility for the same Relevant Servicing Criteria. With respect to a Servicing Function Participant engaged by the Trustee, the Certificate Administrator, the Master Servicer or the applicable Special Servicer, the term “Relevant Servicing Criteria” may refer to a portion of the Relevant Servicing Criteria applicable to the Master Servicer, such Special Servicer, the Trustee and/or the Certificate Administrator.

REMIC”: A “real estate mortgage investment conduit” as defined in Section 860D of the Code (or any successor thereto).

REMIC Administrator”: The Certificate Administrator or any REMIC administrator appointed pursuant to Section 10.04.

REMIC Declaration”: As defined in the Preliminary Statement.

REMIC Provisions”: Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections 860A through 860G of subchapter M of chapter 1 of the Code, and related provisions, and temporary and final Treasury Regulations (or proposed regulations that would apply by reason of their proposed effective date to the extent not inconsistent with temporary or final regulations) and any rulings or announcements promulgated thereunder, as the foregoing may be in effect from time to time.

Rents from Real Property”: With respect to any REO Property, gross income of the character described in Section 856(d) of the Code.

REO Account”: A segregated custodial account or accounts created and maintained by (a) with respect to each of the Mortgage Loans other than the Amazon Seattle Mortgage Loan, the General Special Servicer pursuant to Section 3.14(b) on behalf of the Trustee for the benefit of the Certificateholders and the Pooled RR Interest Owner and with respect to any Serviced Whole Loan, for the benefit of the related Serviced Companion Noteholder, which shall initially be entitled “Rialto Capital Advisors, LLC, as Special Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of Benchmark 2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25, and the Pooled RR Interest Owner, REO Account” and (b) with respect to the Amazon Seattle Mortgage Loan, the Amazon Seattle Special Servicer pursuant to Section 3.14(b) on behalf of the Trustee for the benefit of the Holders of the Amazon Seattle Loan-Specific Certificates, which shall initially be entitled “Situs Holdings, LLC, as Amazon Seattle Special Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of Benchmark 2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25, REO Account”.

REO Acquisition”: The acquisition for federal income tax purposes of any REO Property pursuant to Section 3.09.

REO Disposition”: The sale or other disposition of the REO Property pursuant to Section 3.16.

REO Extension”: As defined in Section 3.14(a).

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REO Loan”: Each of the Mortgage Loans (and, with respect to any Serviced Whole Loan, the related Companion Loan), deemed for purposes hereof to be outstanding with respect to each REO Property. Each REO Loan shall be deemed to be outstanding for so long as the applicable portion of the related REO Property (or beneficial interest therein, in the case of a Non-Serviced Mortgage Loan) remains part of the Trust Fund and provides for Pooled Assumed Scheduled Payments, SOMA Teleco Office Assumed Scheduled Payments or Amazon Seattle Assumed Scheduled Payments on each Due Date therefor, and otherwise has the same terms and conditions as its predecessor Mortgage Loan or Companion Loan, if applicable, including, without limitation, with respect to the calculation of the Mortgage Rate in effect from time to time (such terms and conditions to be applied without regard to the default on such predecessor Mortgage Loan or Companion Loan, if applicable). Each REO Loan shall be deemed to have an initial outstanding principal balance and Stated Principal Balance equal to the outstanding principal balance and Stated Principal Balance, respectively, of its predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition. All amounts due and owing in respect of the predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition, including, without limitation, accrued and unpaid interest, shall continue to be due and owing in respect of an REO Loan. All amounts payable or reimbursable to the Master Servicer, the applicable Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect of the predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition, including, without limitation, any unpaid Special Servicing Fees and Servicing Fees, additional Trust Fund expenses and any unreimbursed Advances, together with any interest accrued and payable to the Master Servicer or the Trustee, as applicable, in respect of such Advances in accordance with Section 3.03(d) or Section 4.03(d), shall continue to be payable or reimbursable to the Master Servicer, the applicable Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect of an REO Loan. In addition, Unliquidated Advances and Nonrecoverable Advances with respect to such REO Loan, in each case, that were paid from collections on the related Mortgage Loans and resulted in principal distributed to the Certificateholders or the Pooled RR Interest Owner being reduced as a result of the first proviso in the definition of “Pooled Aggregate Principal Distribution Amount” shall be deemed outstanding until recovered. Notwithstanding anything to the contrary, with respect to each Serviced Whole Loan (other than, with respect to the SOMA Teleco Office Whole Loan or the Amazon Seattle Whole Loan, the related Trust Subordinate Companion Loan), no amounts relating to the related REO Property or REO Loan allocable to the related Serviced Pari Passu Companion Loan, will be available for amounts due to the Certificateholders or to reimburse the Trust, other than in the limited circumstances related to Property Protection Advances, indemnification payments, Special Servicing Fees and other reimbursable expenses related to such Serviced Whole Loan incurred with respect to such Serviced Whole Loan, in accordance with Section 3.05(a), or with respect to an AB Subordinate Companion Loan (other than the Trust Subordinate Companion Loans), as set forth in the related Co-Lender Agreement.

REO Property”: A Mortgaged Property acquired by the applicable Special Servicer on behalf of, and in the name of, the Trustee or a nominee thereof for the benefit of the Certificateholders (and the related Companion Holder, subject to the related Co-Lender Agreement, with respect to a Mortgaged Property securing a Serviced Whole Loan) and the Pooled RR Interest Owner to the extent set forth herein and the Trustee (as holder of the

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Lower-Tier Regular Interests) (and also including, if applicable, the Trust’s beneficial interest in a Non-Serviced Mortgaged Property acquired by the applicable Non-Serviced Special Servicer on behalf of, and in the name of, the applicable Non-Serviced Trustee or a nominee thereof for the benefit of the certificateholders under the applicable Non-Serviced Trust) through foreclosure, acceptance of a deed in lieu of foreclosure or otherwise in accordance with applicable law in connection with the default or imminent default of a Mortgage Loan or Trust Subordinate Companion Loan. References herein to the applicable Special Servicer acquiring, maintaining, managing, inspecting, insuring, selling or reporting or to Appraisal Reduction Amounts and Final Recovery Determinations with respect to an “REO Property”, shall not include the Trust’s beneficial interest in a Non-Serviced Mortgaged Property. For the avoidance of doubt, REO Property, to the extent allocable to a Companion Loan, shall not be an asset of the Trust Fund, any Trust REMIC or the Grantor Trust.

REO Revenues”: All income, rents and profits derived from the ownership, operation or leasing of any REO Property.

Reportable Event”: As defined in Section 11.07.

Reporting Requirements”: As defined in Section 11.12.

Reporting Servicer”: The Master Servicer, the Special Servicers, the Trustee, the Certificate Administrator, the Operating Advisor, the Custodian or any Servicing Function Participant engaged by such parties, as the case may be.

Repurchase Communication”: For purposes of Section 2.03(b) of this Agreement only, any communication, whether oral or written, which need not be in any specific form.

Repurchase Request”: As defined in Section 2.03(i).

Repurchase Request Rejection”: As defined in Section 2.03(b) of this Agreement.

Repurchase Request Withdrawal”: As defined in Section 2.03(b) of this Agreement.

Repurchased Note”: As defined in Section 3.38(a) of this Agreement.

Repurchasing Mortgage Loan Seller”: As defined in Section 3.38(a) of this Agreement.

Request for Release”: A release signed by a Servicing Officer of the Master Servicer or the applicable Special Servicer, as applicable, in the form of Exhibit E attached hereto.

Requesting Holder”: As defined in Section 2.03(j)(iii).

Requesting Holders”: As defined in Section 4.05(b).

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Required Amazon Seattle Third-Party Purchaser Retention Amount”: The Certificate Balance of the Class 300P-RR Certificates.

Residual Ownership Interest”: Any record or beneficial interest in the Class R Certificates.

Resolution Failure”: As defined in Section 2.03(i)(iii).

Resolved”: With respect to a Repurchase Request, that (i) the related Material Defect has been cured, (ii) the related Mortgage Loan has been repurchased in accordance with the related Mortgage Loan Purchase Agreement, (iii) a mortgage loan has been substituted for the related Mortgage Loan in accordance with the related Mortgage Loan Purchase Agreement, (iv) the applicable Mortgage Loan Seller has made the Loss of Value Payment, (v) a contractually binding agreement entered into between the Enforcing Servicer, on behalf of the Trust, and the related Mortgage Loan Seller that settles the related Mortgage Loan Seller’s obligations under the related Mortgage Loan Purchase Agreement, or (vi) the related Mortgage Loan is no longer property of the Trust as a result of a sale or other disposition in accordance with this Agreement.

Responsible Officer”: When used with respect to (i) the Trustee, any officer of the Corporate Trust Office of the Trustee with direct responsibility for the administration of this Agreement and, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject and (ii) the Certificate Administrator, any officer assigned to the Corporate Trust Services group with direct responsibility for the administration of this Agreement and, with respect to a particular matter, any other officer to whom a particular matter is referred by the Certificate Administrator because of such officer’s knowledge of and familiarity with the particular subject.

Restricted Mezzanine Holder”: (i) With respect to any Mortgage Loan or Whole Loan, a holder of a related mezzanine loan that has been accelerated or as to which the mezzanine lender has initiated foreclosure or enforcement proceedings against the equity collateral pledged to secure such mezzanine loan, and (ii) with respect to the Amazon Seattle Whole Loan, a holder of a related mezzanine loan as to which an event of default has occurred under such mezzanine loan giving rise to an automatic acceleration of such mezzanine loan or the right of the lender thereunder to accelerate such mezzanine loan.

Restricted Period”: The 40-day period prescribed by Regulation S commencing on the later of (a) the date upon which Certificates are first offered to Persons other than the Initial Purchasers, the Loan-Specific Initial Purchasers or Underwriters and any other distributor (as such term is defined in Regulation S) of the Certificates and (b) the Closing Date.

Retained Certificates”: The Class RR Certificates, the Class ST-VR Certificates and/or the Class 300P-RR Certificates, as the context requires.

Retained Defeasance Rights and Obligations”: Any of the rights and obligations defined in Section 3.18(i).

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Retained Interest Safekeeping Account”: An account maintained by the Certificate Administrator, which account shall be established at the direction of the Pooled Retaining Sponsor, the SOMA Teleco Office Retaining Sponsor or the Amazon Seattle Loan-Specific Retaining Sponsor, as applicable, for the benefit of the Holders of the Class RR Certificates, the Class ST-VR Certificates and Class 300P-RR Certificates; provided that, for so long as there are multiple Holders of the applicable Retained Certificates, the Certificate Administrator may establish a separate Retained Interest Safekeeping Account for the benefit of each such Holder, and the term “Retained Interest Safekeeping Account” shall refer to the applicable account or accounts, as the context requires.

Retaining Sponsor”: (i) With respect to the Pooled VRR Interest, Goldman Sachs Mortgage Company, a New York limited partnership, (ii) with respect to the Class ST-VR Certificates, German American Capital Corporation, a Maryland corporation and (iii) with respect to the Class 300P-RR Certificates, German American Capital Corporation, a Maryland Corporation.

Review Materials”: As defined in Section 12.01(b).

Review Package”: A Rating Agency Confirmation request and any supporting documentation delivered therewith.

Revised Rate”: With respect to any ARD Loan, the increased interest rate after the Anticipated Repayment Date (in the absence of a default) for such ARD Loan, as calculated and as set forth in the related loan agreement.

Risk Retention Affiliate” or “Risk Retention Affiliated”: An “affiliate of” or “affiliated with”, as such terms are defined in 12 C.F.R. 244.2 of the Risk Retention Rule.

Risk Retention Consultation Party”: Each of the Pooled Risk Retention Consultation Parties and the SOMA Teleco Office Risk Retention Consultation Party, as applicable.

Risk Retention Rule”: Regulation RR, 12 C.F.R. Part 244.

Rule 144A”: Rule 144A under the Act.

Rule 144A Book-Entry Certificate”: With respect to the Non-Registered Certificates offered and sold in reliance on Rule 144A, a single, permanent Book-Entry Certificate, in definitive, fully registered form without interest coupons.

S&P”: S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC, and its successors in interest. If neither S&P nor any successor remains in existence, “S&P” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer, the Directing Holder and the applicable Special Servicer and specific ratings of S&P herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.

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Sarbanes-Oxley Act”: The Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission promulgated thereunder (including any interpretations thereof by the Commission’s staff).

Sarbanes-Oxley Certification”: As defined in Section 11.05(a)(iv).

Schedule AL Additional File”: The data file containing additional information or schedules regarding data points in the CREFC® Schedule AL File in accordance with Item 1111(h)(4) of Regulation AB and Item 601(b)(103) of Regulation S-K under the Securities Act.

Secure Data Room”: The “Secure Data Room” tab, which shall initially be located within the Certificate Administrator’s Website (initially “www.ctslink.com”), on the page relating to this transaction.

Securities Act”: The Securities Act of 1933, as it may be amended from time to time.

Service(s)” or “Servicing”: In accordance with Regulation AB, the act of servicing and administering the Mortgage Loans, the Trust Subordinate Companion Loans or any other assets of the Trust by an entity (other than the Certificate Administrator and the Trustee) that meets the definition of “servicer” set forth in Item 1101 of Regulation AB and is subject to the disclosure requirements set forth in Item 1108 of Regulation AB. For clarification purposes, any uncapitalized occurrence of this term shall have the meaning commonly understood by participants in the commercial mortgage-backed securities market.

Serviced AB Mortgage Loan”: Any AB Mortgage Loan serviced pursuant to this Agreement. The SOMA Teleco Office Mortgage Loan, the Amazon Seattle Mortgage Loan and the At Home – Willow Grove Mortgage Loan are each a Serviced AB Mortgage Loan related to the Trust.

Serviced AB Whole Loan”: Any AB Whole Loan serviced pursuant to this Agreement. The SOMA Teleco Office Whole Loan, the Amazon Seattle Whole Loan and the At Home – Willow Grove Whole Loan are each Serviced AB Whole Loans related to the Trust.

Serviced AB Whole Loan Directing Holder”: With respect to a Serviced AB Whole Loan, as of any Determination Date, the related AB Whole Loan Controlling Holder. After an AB Control Appraisal Period with respect to such Serviced AB Whole Loan, there will be no Serviced AB Whole Loan Directing Holder.

Serviced Companion Loan”: Each of (i) the Pari Passu Companion Loans identified as “Serviced” under the column entitled “Type” in the “Whole Loans” chart in the Preliminary Statement, (ii) prior to the related Servicing Shift Securitization Date, the Pari Passu Companion Loans identified as “Servicing Shift” under the column entitled “Type” in the “Whole Loans” chart in the Preliminary Statement, and (iii) any Serviced Subordinate Companion Loan, as applicable.

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Serviced Companion Loan Securities”: Any class of securities backed, wholly or partially, by any Serviced Pari Passu Companion Loan.

Serviced Companion Noteholder”: A holder of a (i) Serviced Pari Passu Companion Loan or (ii) Serviced Subordinate Companion Loan, as applicable.

Serviced Loan REMIC”: As defined in the Preliminary Statement.

Serviced Mortgage Loan”: Each of (i) the Mortgage Loans identified as “Serviced” under the column entitled “Type” in the “Whole Loans” chart in the Preliminary Statement, (ii) prior to the related Servicing Shift Securitization Date, each of the Mortgage Loans identified as “Servicing Shift” under the column entitled “Type” in the “Whole Loans” chart in the Preliminary Statement; and (iii) any Serviced AB Mortgage Loan, as applicable.

For the avoidance of doubt, the Serviced Mortgage Loans related to the Trust are the Mortgage Loans identified as “1985 Marcus”, “Amazon Seattle”, “At Home – Willow Grove”, “Cabinetworks Portfolio” and “SOMA Teleco Office” in the “Whole Loans” chart in the Preliminary Statement.

Serviced Pari Passu Companion Loan”: A Pari Passu Companion Loan that is part of a Serviced Whole Loan or part of a Servicing Shift Whole Loan prior to the related Servicing Shift Securitization Date.

Serviced Pari Passu Mortgage Loan”: Each of the Mortgage Loans identified as “Serviced” under the column entitled “Type” in the “Whole Loans” chart in the Preliminary Statement that has at least one Serviced Pari Passu Companion Loan and no Serviced Subordinate Companion Loans and, prior to the related Servicing Shift Securitization Date, each of the Mortgage Loans identified as “Servicing Shift” under the column entitled “Type” in the “Whole Loans” chart in the Preliminary Statement.

For the avoidance of doubt, the Serviced Pari Passu Mortgage Loans related to the Trust are the Mortgage Loans identified as “1985 Marcus”, “Amazon Seattle”, “At Home – Willow Grove”, “Cabinetworks Portfolio” and “SOMA Teleco Office” in the “Whole Loans” chart in the Preliminary Statement.

Serviced Pari Passu Whole Loan”: Each of the Whole Loans identified as “Serviced” under the column entitled “Type” in the “Whole Loans” chart in the Preliminary Statement that has at least one Serviced Pari Passu Companion Loan and no Serviced Subordinate Companion Loans and, prior to the related Servicing Shift Securitization Date, each of the Whole Loans identified as “Servicing Shift” under the column entitled “Type” in the “Whole Loans” chart in the Preliminary Statement.

For the avoidance of doubt, the Serviced Pari Passu Whole Loans related to the Trust are the Whole Loans identified as “1985 Marcus”, “Amazon Seattle”, “At Home – Willow Grove”, “Cabinetworks Portfolio” and “SOMA Teleco Office” in the “Whole Loans” chart in the Preliminary Statement.

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Serviced REO Loan”: Any REO Loan that is serviced by a Special Servicer pursuant to this Agreement.

Serviced REO Property”: Any REO Property that is serviced by a Special Servicer pursuant to this Agreement.

Serviced Securitized Companion Loan”: Any Companion Loan that is a component of a Serviced Whole Loan, if and for so long as each such Companion Loan is included in a Regulation AB Companion Loan Securitization.

Serviced Subordinate Companion Loan”: Any Companion Loan that is part of a Serviced AB Whole Loan and is subordinate to the related Pari Passu Companion Loan(s). The Trust Subordinate Companion Loans and the At Home – Willow Grove Subordinate Companion Loan are the Serviced Subordinate Companion Loan related to the Trust.

Serviced Whole Loan”: Each of (i) the Whole Loans identified as “Serviced” under the column entitled “Type” in the “Whole Loans” chart in the Preliminary Statement, and (ii) prior to the related Servicing Shift Securitization Date, the Whole Loans identified as “Servicing Shift” under the column entitled “Type” in the “Whole Loans” chart in the Preliminary Statement.

For the avoidance of doubt, the Serviced Whole Loans related to the Trust are the Mortgage Loans identified as “1985 Marcus”, “Amazon Seattle”, “At Home – Willow Grove”, “Cabinetworks Portfolio” and “SOMA Teleco Office” in the “Whole Loans” chart in the Preliminary Statement.

Serviced Whole Loan Controlling Holder”: The “Controlling Noteholder” or similar term identified in the Co-Lender Agreement related to a Serviced Whole Loan.

Serviced Whole Loan Custodial Account”: With respect to any Serviced Companion Loan (other than the Trust Subordinate Companion Loans), the separate account created and maintained by the Companion Paying Agent pursuant to Section 3.04(b) and held on behalf of the Companion Holders, which shall be entitled “Midland Loan Services, a Division of PNC Bank, National Association, as Companion Paying Agent, for the benefit of the Companion Holders of the Companion Loans, relating to the Benchmark 2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25, Serviced Whole Loan Custodial Account”. The Serviced Whole Loan Custodial Account shall not be an asset of the Trust, any Trust REMIC or the Grantor Trust, but instead shall be held by the Companion Paying Agent on behalf of the Companion Holders. Any such account shall be an Eligible Account. Notwithstanding the foregoing, if the Master Servicer and the Companion Paying Agent are the same entity, the Serviced Whole Loan Custodial Account may be the subaccount referenced in the second paragraph of Section 3.04(b).

Serviced Whole Loan Remittance Date”: With respect to any Serviced Companion Loan, (x) prior to contribution of such Serviced Companion Loan to an Other Securitization, a date as set forth in the related Co-Lender Agreement (or if no such date is specified, the Master Servicer Remittance Date) and (y) following contribution of such Serviced Companion Loan to an Other Securitization, the earlier of (A) Master Servicer Remittance Date

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or (B) the Business Day immediately succeeding the “determination date” set forth in the related Other Pooling and Servicing Agreement; provided, however, that no remittance is required to be made until two (2) Business Days after receipt of properly identified funds constituting the related Periodic Payment with respect to the related Serviced Whole Loan.

Servicer Termination Event”: One or more of the events described in Section 7.01(a).

Servicing Account”: The account or accounts created and maintained pursuant to Section 3.03(a).

Servicing Criteria”: The criteria set forth in paragraph (d) of Item 1122 of Regulation AB as such may be amended from time to time and which as of the Closing Date are listed on Exhibit AA hereto.

Servicing Fee”: With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan), Serviced Companion Loan and any REO Loan, the fee payable to the Master Servicer pursuant to the first paragraph of Section 3.11(a).

Servicing Fee Rate”: With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan) and REO Loan, a per annum rate equal to the rates set forth on the Mortgage Loan Schedule under the heading “Servicing Fee Rate (%)”, which rate includes the rate at which applicable master servicing, primary servicing and sub-servicing fees accrue (except that with respect to any Non-Serviced Mortgage Loan or Servicing Shift Mortgage Loan, such rate only includes the rate at which master servicing fees accrue), in each case computed on the basis of the Stated Principal Balance of the related Mortgage Loan, Trust Subordinate Companion Loan or REO Loan in the same manner in which interest is calculated in respect of such loans. With respect to any Servicing Shift Mortgage Loan, prior to the related Servicing Shift Securitization Date, in addition to the rate described in the preceding sentence, the “Servicing Fee Rate” shall include the related Non-Serviced Primary Servicing Fee Rate. With respect to each Serviced Companion Loan (other than any AB Subordinate Companion Loan or any Companion Loan related to a Servicing Shift Whole Loan), the “Servicing Fee Rate” shall be a per annum rate equal to 0.00125%. With respect to each AB Subordinate Companion Loan (other than the Trust Subordinate Companion Loans), the “Servicing Fee Rate” shall be a per annum rate equal to 0.00125%. With respect to the SOMA Teleco Office Trust Subordinate Companion Loan, the “Servicing Fee Rate” shall be a per annum rate equal to 0.0025%. With respect to the Amazon Seattle Trust Subordinate Companion Loan, the “Servicing Fee Rate” shall be a per annum rate equal to 0.0025%. With respect to each Companion Loan related to a Servicing Shift Whole Loan, prior to the related Servicing Shift Securitization Date, the “Servicing Fee Rate” shall be a per annum rate equal to the related Non-Serviced Primary Servicing Fee Rate.

Servicing File”: A photocopy of all items required to be included in the Mortgage File, together with each of the following, to the extent such items were actually delivered to the related Mortgage Loan Seller, with respect to a Mortgage Loan and Trust Subordinate Companion Loan and (to the extent that the identified documents existed on or before the Closing Date and the applicable reference to Servicing File relates to any period after

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the Closing Date) delivered by the related Mortgage Loan Seller, to the Master Servicer: (i) a copy of any engineering reports or property condition reports; (ii) other than with respect to a hospitality property (except with respect to tenanted commercial space within a hospitality property), copies of a rent roll and, for any office, retail, industrial or warehouse property, a copy of all leases and estoppels and subordination and non-disturbance agreements delivered to the related Mortgage Loan Seller; (iii) copies of related financial statements or operating statements; (iv) all legal opinions (excluding attorney-client communications between the related Mortgage Loan Seller, and its counsel that are privileged communications or constitute legal or other due diligence analyses), Mortgagor’s certificates and certificates of hazard insurance and/or hazard Insurance Policies or other applicable Insurance Policies, if any, delivered in connection with the closing of the related Mortgage Loan; (v) a copy of the Appraisal for the related Mortgaged Property(ies); (vi) the documents that were delivered by or on behalf of the Mortgagor, which documents were required to be delivered in connection with the closing of the related Mortgage Loan; (vii) for any Mortgage Loan that the related Mortgaged Property is leased to a single tenant, a copy of the lease; and (viii) a copy of all environmental reports that were received by the applicable Mortgage Loan Seller, relating to the relevant Mortgaged Property.

Servicing Function Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Master Servicer, the Special Servicers, the Trustee, the Operating Advisor and the Certificate Administrator, that is performing activities that address the Servicing Criteria, unless (i) such Person’s activities relate only to 5% or less of the Mortgage Loans by unpaid principal balance as of any date of determination in accordance with ARTICLE XI or (ii) the Depositor reasonably determines that a Master Servicer or the applicable Special Servicer may, for the purposes of the Exchange Act reporting requirements pursuant to applicable Commission guidance, take responsibility for the assessment of compliance with the Servicing Criteria of such Person. The Servicing Function Participants as of the Closing Date are listed on Exhibit GG hereto. Exhibit GG shall be updated and provided to the Depositor and the Certificate Administrator in accordance with Section 11.10(c).

Servicing Officer”: Any officer and/or employee of the Master Servicer, the applicable Special Servicer or any Additional Servicer involved in, or responsible for, the administration and servicing of the Mortgage Loans or Serviced Companion Loans, whose name and specimen signature appear on a list of servicing officers furnished by the Master Servicer, the applicable Special Servicer or any Additional Servicer to the Certificate Administrator, the Trustee, the Operating Advisor and the Depositor on the Closing Date as such list may be amended from time to time thereafter.

Servicing Retained Fee Rate”: An amount equal to 0.00125% per annum with respect to each Mortgage Loan.

Servicing Shift Lead Note”: With respect to any Servicing Shift Whole Loan, as of any date of determination, the note or other evidence of indebtedness and/or agreements evidencing the indebtedness of a Mortgagor under such Servicing Shift Whole Loan including any amendments or modifications, or any renewal or substitution notes, as of such date, the sale of which to the related Non-Serviced Trust will cause servicing to shift from this Agreement to the related Non-Serviced Pooling Agreement pursuant to the terms of the related Co-Lender

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Agreement for such Servicing Shift Whole Loan. As of the Closing Date, there is no Servicing Shift Lead Note related to the Trust.

Servicing Shift Mortgage Loan”: With respect to any Servicing Shift Whole Loan, a Mortgage Loan included in the Trust Fund that will be serviced under this Agreement as of the Closing Date, but the servicing of which is expected to shift to the pooling and servicing agreement entered into in connection with the securitization of the related Servicing Shift Lead Note on and after the date of such securitization. As of the Closing Date, each of the Mortgage Loans identified as “Servicing Shift” under the column entitled “Type” in the “Whole Loans” chart in the Preliminary Statement will be a Servicing Shift Whole Loan related to the Trust.

For the avoidance of doubt, there are no Servicing Shift Mortgage Loans related to the Trust.

Servicing Shift Securitization Date”: With respect to any Servicing Shift Whole Loan, the date on which the related Servicing Shift Lead Note is included in a related Non-Serviced Trust, provided that such holder of a Servicing Shift Lead Note provides each of the parties to this Agreement (in each case only to the extent such party will not also be a party to the related Non-Serviced Pooling Agreement) with notice in accordance with the terms of the related Co-Lender Agreement that such Servicing Shift Lead Note is to be included in such Non-Serviced Trust which notice shall include contact information for the related Non-Serviced Master Servicer, the Non-Serviced Special Servicer, the Non-Serviced Certificate Administrator and the Non-Serviced Trustee. The date on which each of the related Servicing Shift Lead Note is included in a securitization trust is a Servicing Shift Securitization Date related to the Trust (subject to the proviso in the immediately preceding sentence).

Servicing Shift Whole Loan”: Any Whole Loan serviced under this Agreement as of the Closing Date, which includes the related Servicing Shift Mortgage Loan included in the Trust Fund and one or more Pari Passu Companion Loans not included in the Trust Fund, but the servicing of which is expected to shift to the pooling and servicing agreement entered into in connection with the securitization of the related Servicing Shift Lead Note on and after the date of such securitization. As of the Closing Date, each of the Whole Loans identified as “Servicing Shift” under the column entitled “Type” in the “Whole Loans” chart in the Preliminary Statement will be a Servicing Shift Whole Loan related to the Trust.

For the avoidance of doubt, there are no Servicing Shift Whole Loans related to the Trust.

Servicing Standard”: As defined in Section 3.01(a).

Significant Obligor”: As defined in Section 11.16.

Significant Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter of any calendar year), the date that is fifteen (15) days after the Relevant Distribution Date occurring on or immediately following the date on which financial statements for such calendar quarter are required to be delivered to the related lender under the related Mortgage Loan documents.

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Significant Obligor NOI Yearly Filing Deadline”: With respect to each calendar year, the date that is the 90th day after the end of such calendar year.

Similar Law”: As defined in Section 5.03(m).

Sole Owner”: Any Certificate Owner, or Certificate Owners acting in unanimity, of a Book-Entry Certificate or a Holder of a Definitive Certificate holding 100% of the then outstanding Class F, Class G, Class H and Class RR Certificates and the Pooled RR Interest Owner; provided, however, that the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates have been retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero.

SOMA Teleco Office Acceptance Notice”: As defined in Section 3.34(g).

SOMA Teleco Office Aggregate Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the sum of the following amounts: (a) the SOMA Teleco Office Aggregate Principal Shortfall for such Distribution Date, (b) the SOMA Teleco Office Scheduled Principal Distribution Amount for such Distribution Date and (c) the SOMA Teleco Office Unscheduled Principal Distribution Amount for such Distribution Date; provided that the SOMA Teleco Office Aggregate Principal Distribution Amount for any Distribution Date shall be reduced, to not less than zero, by the amount of any reimbursements of: (A) Nonrecoverable Advances, with interest on such Nonrecoverable Advances at the Reimbursement Rate, that are paid or reimbursed from principal collections on the SOMA Teleco Office Trust Subordinate Companion Loan in a period during which such principal collections would have otherwise been included in the SOMA Teleco Office Aggregate Principal Distribution Amount for such Distribution Date; and (B) Workout-Delayed Reimbursement Amounts paid or reimbursed from principal collections on the SOMA Teleco Office Trust Subordinate Companion Loan in a period during which such principal collections would have otherwise been included in the SOMA Teleco Office Aggregate Principal Distribution Amount for such Distribution Date (provided that, in the case of clauses (A) and (B) above, if any of the amounts that were reimbursed from principal collections on the SOMA Teleco Office Trust Subordinate Companion Loans (including the portion of any REO Loan allocable to the SOMA Teleco Office Trust Subordinate Companion Loan) are subsequently recovered on the SOMA Teleco Office Trust Subordinate Companion Loan (or the portion of any REO Loan allocable to the Trust Subordinate Companion Loan), such recovery will increase the SOMA Teleco Office Aggregate Principal Distribution Amount for the Distribution Date related to the period in which such recovery occurs).

SOMA Teleco Office Aggregate Principal Shortfall”: For any Distribution Date after the initial Distribution Date with respect to the SOMA Teleco Office Trust Subordinate Companion Loan, the amount, if any, by which (a) the related SOMA Teleco Office Aggregate Principal Distribution Amount for the preceding Distribution Date exceeds (b) the aggregate amount actually distributed on the preceding Distribution Date in respect of such SOMA Teleco Office Aggregate Principal Distribution Amount. The SOMA Teleco Office Aggregate Principal Shortfall for the initial Distribution Date will be zero.

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SOMA Teleco Office Assumed Scheduled Payment”: For any Collection Period and with respect to the SOMA Teleco Office Trust Subordinate Companion Loan that is delinquent in respect of its Balloon Payment or any REO Loan (excluding, for purposes of determining or making P&I Advances, the portion allocable to the SOMA Teleco Office Mortgage Loan), an amount equal to the sum of (a) the principal portion of the Periodic Payment that would have been due on such SOMA Teleco Office Trust Subordinate Companion Loan or REO Loan on the related Due Date based on the constant payment required by the related Mortgage Note or the original amortization schedule of the SOMA Teleco Office Trust Subordinate Companion Loan (as calculated with interest at the related Mortgage Rate), if applicable, assuming such Balloon Payment has not become due, after giving effect to any reduction in the principal balance thereof occurring in connection with a modification of the SOMA Teleco Office Trust Subordinate Companion Loan in connection with a default or bankruptcy (or similar proceeding), and (b) interest on the Stated Principal Balance of the SOMA Teleco Office Trust Subordinate Companion Loan or REO Loan (excluding, for purposes of determining P&I Advances, the portion allocable to the SOMA Teleco Office Mortgage Loan, if applicable) at the applicable Mortgage Rate (net of interest at the Servicing Fee Rate).

SOMA Teleco Office Available Funds”: With respect to each Distribution Date, an amount equal to the sum of (without duplication) (which, for the avoidance of doubt, will not include any amounts received in respect of the Mortgage Loans and the SOMA Teleco Office Trust Subordinate Companion Loan):

(a)                the aggregate amount of all cash received on the SOMA Teleco Office Trust Subordinate Companion Loan (including the portion of Loss of Value Payments deposited into the Collection Account pursuant to Section 3.05(f) of this Agreement) and any REO Property on deposit in the Collection Account (in each case, exclusive of any amount on deposit in or credited to any portion of the Collection Account that is held for the benefit of the holder of any Mortgage Loan, any other Companion Loan or the holders of the Pooled Certificates), as of the close of business on the related Master Servicer Remittance Date, exclusive of (without duplication):

(i)          all Periodic Payments paid by the Mortgagors of the SOMA Teleco Office Trust Subordinate Companion Loan that are due on a Due Date following the end of the related Collection Period, excluding excess interest and interest relating to periods prior to, but due after, the Cut-off Date;

(ii)         all unscheduled Principal Prepayments (together with any related payments of interest allocable to the period following the related Due Date for the SOMA Teleco Office Trust Subordinate Companion Loan), Liquidation Proceeds, Insurance and Condemnation Proceeds and other unscheduled recoveries, in each case, received subsequent to the related Determination Date (or, with respect to voluntary Principal Prepayments for the SOMA Teleco Office Trust Subordinate Companion Loan with a Due Date occurring after the related Determination Date, subsequent to the related Due Date) allocable to the SOMA Teleco Office Trust Subordinate Companion Loan;

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(iii)        (A) all amounts payable or reimbursable to any Person from the Collection Account pursuant to clauses (ii) through (xviii), inclusive, and (xxi) of Section 3.05(a); (B) all amounts payable or reimbursable to any Person from the Lower-Tier REMIC Distribution Account pursuant to clauses (ii) through (vii), inclusive, of Section 3.05(b); and (C) any Net Investment Earnings contained therein;

(iv)        with respect to the SOMA Teleco Office Trust Subordinate Companion Loan and any Distribution Date occurring in (1) each February or (2) any January in a year that is not a leap year (in each case, unless the related Distribution Date is the final Distribution Date), an amount equal to one (1) day of interest on the Stated Principal Balance of the SOMA Teleco Office Trust Subordinate Companion Loan as of the Due Date in the month preceding the month in which such Distribution Date occurs at the related Net Mortgage Rate to the extent such amounts are Withheld Amounts related to the SOMA Teleco Office Trust Subordinate Companion Loan;

(v)         all Yield Maintenance Charges allocable to the SOMA Teleco Office Trust Subordinate Companion Loan;

(vi)        all amounts deposited in the Collection Account in error; and

(vii)       any Penalty Charges allocable to the SOMA Teleco Office Trust Subordinate Companion Loan;

(b)               if and to the extent not already included in clause (a) hereof, the aggregate amount transferred from the REO Accounts allocable to the SOMA Teleco Office Trust Subordinate Companion Loan to the Collection Account for such Distribution Date pursuant to Section 3.05(c);

(c)                the aggregate amount of any (i) Compensating Interest Payments made by the Master Servicer with respect to the SOMA Teleco Office Trust Subordinate Companion Loan with respect to such Distribution Date pursuant to Section 3.17(a) and (ii) P&I Advances made by the Master Servicer or the Trustee, as applicable, with respect to the Mortgage Loans and the Distribution Date (net of the related Certificate Administrator/Trustee Fee, Operating Advisor Fee, CREFC® Intellectual Property Royalty License Fee and Asset Representations Reviewer Fee with respect to the Mortgage Loans for which such P&I Advances are made) pursuant to Section 4.03 or Section 7.05; and

(d)               with respect to the SOMA Teleco Office Trust Subordinate Companion Loan and any Distribution Date occurring in each March (or February, if the related Distribution Date is the final Distribution Date), the Withheld Amounts related to the Trust Subordinate Companion Loan remitted to the SOMA Teleco Office Trust Subordinate Companion Loan REMIC Distribution Account pursuant to Section 3.21(b).

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Notwithstanding the investment of funds held in the Collection Account pursuant to Section 3.06, for purposes of calculating the SOMA Teleco Office Available Funds, the amounts so invested shall be deemed to remain on deposit in such account.

SOMA Teleco Office Class ST-VR Interest Rate”: With respect to any Distribution Date, a per annum rate equal to the Net Mortgage Rate on the SOMA Teleco Office Trust Subordinate Companion Loan for such Distribution Date.

SOMA Teleco Office Co-Lender Agreement”: That certain agreement between noteholders, dated as of April 29, 2021 by and between the holders of the respective promissory notes evidencing the SOMA Teleco Office Whole Loan, relating to the relative rights of such holders, as the same may be further amended in accordance with the terms thereof.

SOMA Teleco Office Control Appraisal Period” shall have the meaning of “Control Appraisal Period”, as defined in the SOMA Teleco Office Co-Lender Agreement.

SOMA Teleco Office Controlling Class”: The Class ST-A Certificates.

SOMA Teleco Office Controlling Class Certificateholders”: Each Holder (or Certificate Owner, if applicable) of a Certificate of the SOMA Teleco Office Controlling Class as determined by the Certificate Registrar, from time to time, upon request by any party hereto. The Trustee, the Master Servicer, the applicable Special Servicer or the Operating Advisor may from time to time request (the cost of which being an expense of the Trust) that the Certificate Administrator provide a list of the Holders (or Certificate Owners, if applicable) of the SOMA Teleco Office Controlling Class and the Certificate Administrator shall promptly provide such list without charge to such Trustee, Master Servicer, Operating Advisor or applicable Special Servicer, as applicable. The Trustee, the Master Servicer, the applicable Special Servicer and the Operating Advisor shall be entitled to rely on any such list so provided.

SOMA Teleco Office Controlling Class Representative”: The initial SOMA Teleco Office Controlling Class Representative shall be Rialto Relative Value Credit Fund, LP or its affiliate. Thereafter, the SOMA Teleco Office Controlling Class Representative shall be the SOMA Teleco Office Controlling Class Certificateholder (or a representative thereof) selected by more than 50% of the SOMA Teleco Office Controlling Class Certificateholders, (by Certificate Balance, as determined by the Certificate Registrar from time to time); provided, however, that (i) absent that selection, or (ii) until a SOMA Teleco Office Controlling Class Representative is so selected or (iii) upon receipt of a notice from a majority of the SOMA Teleco Office Controlling Class Certificateholders, by Certificate Balance, that a SOMA Teleco Office Controlling Class Representative is no longer designated, then the SOMA Teleco Office Controlling Class Certificateholder that represents that it owns the largest aggregate Certificate Balance of the SOMA Teleco Office Controlling Class (with evidence of ownership) or a representative thereof, will be the SOMA Teleco Office Controlling Class Representative; provided, however, that, in the case of this clause (iii), in the event that no one Holder owns the largest aggregate Certificate Balance of the SOMA Teleco Office Controlling Class, then there will be no SOMA Teleco Office Controlling Class Representative until appointed in accordance with the terms of this Agreement. After the occurrence and during the continuance of a SOMA Teleco Office Control Appraisal Period, there will be no SOMA Teleco Office Controlling Class

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Representative. The Depositor shall promptly provide the name and contact information for the initial SOMA Teleco Office Controlling Class Representative upon request of any party to this Agreement and any such requesting party may conclusively rely on the name and contact information provided by the Depositor. The Certificate Administrator and the other parties hereto shall be entitled to assume that the identity of the SOMA Teleco Office Controlling Class Representative has not changed until such parties receive written notice of a replacement of the SOMA Teleco Office Controlling Class Representative from a party holding the requisite interest in the SOMA Teleco Office Controlling Class, or the resignation of the then-current SOMA Teleco Office Controlling Class Representative.

SOMA Teleco Office Exchange”: As defined in Section 3.34(g).

SOMA Teleco Office Exchange Election Notice”: As defined in Section 3.34(g).

SOMA Teleco Office Loan-Specific Certificates”: The Class ST-A and Class ST-VR Certificates, collectively.

SOMA Teleco Office Loan-Specific Initial Purchasers”: Goldman Sachs & Co. LLC and Deutsche Bank Securities Inc.

SOMA Teleco Office Loan-Specific Non-RR Certificates”: The SOMA Teleco Office Loan-Specific Certificates (other than the Class ST-VR Certificates).

SOMA Teleco Office Loan-Specific Principal Balance Certificates”: The Class ST-A.

SOMA Teleco Office Loan-Specific Retaining Sponsor”: German American Capital Corporation, a Maryland corporation.

SOMA Teleco Office Loan-Specific Transfer Restriction Period”: The period from the Closing Date to the earlier of:

(a)                the latest of (i) the date on which the unpaid principal balance of the SOMA Teleco Office Trust Subordinate Companion Loan has been reduced to 33.0% of the Cut-off Date Principal Balance of the SOMA Teleco Office Trust Subordinate Companion Loan; (ii) the date on which the aggregate outstanding principal balance of the SOMA Teleco Office Loan-Specific Principal Balance Certificates has been reduced to 33.0% of the aggregate outstanding principal balance of the SOMA Teleco Office Loan-Specific Principal Balance Certificates as of the Closing Date; or (iii) two years after the Closing Date; or

(b)               the date that the Risk Retention Rule applicable to a Holder of the Class ST-VR Certificates is withdrawn or repealed in their entirety as they relate to this securitization or the Class ST-VR Certificates;

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provided that the termination of the SOMA Teleco Office Loan-Specific Transfer Restriction Period shall not be effective without the written consent of the SOMA Teleco Office Loan-Specific Retaining Sponsor.

SOMA Teleco Office Loan-Specific Directing Holder”: means, (a) with respect to the SOMA Teleco Office Whole Loan, (i) for so long as no SOMA Teleco Office Control Appraisal Period is continuing, the SOMA Teleco Office Controlling Class Representative, and (ii) for so long as a SOMA Teleco Office Control Appraisal Period is continuing, the Controlling Class Representative.

SOMA Teleco Office Mortgage Loan”: With respect to the SOMA Teleco Office Whole Loan, the Mortgage Loan that is included in the Trust (identified as Mortgage Loan No. 2 on the Mortgage Loan Schedule), which is designated as promissory note A. The SOMA Teleco Office Trust Subordinate Companion Loan is subordinate to the SOMA Teleco Office Mortgage Loan.

SOMA Teleco Office Mortgaged Property”: The Mortgaged Property which secure the SOMA Teleco Office Whole Loan.

SOMA Teleco Office Non-RR Available Funds”: With respect to any Distribution Date, an amount equal to the sum of (i) the SOMA Teleco Office Non-RR Percentage of the SOMA Teleco Office Available Funds for such Distribution Date and (ii) the SOMA Teleco Office Non-RR Gain-on-Sale Remittance Amount withdrawn from the SOMA Teleco Office Non-RR Gain-on-Sale Reserve Account for distribution on such Distribution Date pursuant to Section 4.01(h)(i).

SOMA Teleco Office Non-RR Excess Prepayment Interest Shortfall”: For any Distribution Date, the SOMA Teleco Office Non-RR Percentage of the Excess Prepayment Interest Shortfall allocated to the SOMA Teleco Office Trust Subordinate Companion Loan for such Distribution Date.

SOMA Teleco Office Non-RR Gain-on-Sale Remittance Amount”: For each Distribution Date, the lesser of (i) the amount on deposit in the SOMA Teleco Office Non-RR Gain-on-Sale Reserve Account on such Distribution Date, and (ii) the amount distributable from the SOMA Teleco Office Non-RR Gain-on-Sale Reserve Account pursuant to Section 4.01(i).

SOMA Teleco Office Non-RR Gain-on-Sale Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained by the Certificate Administrator, pursuant to Section 3.04(g) on behalf of the Trustee for the benefit of the Holders of the SOMA Teleco Office Loan-Specific Non-RR Certificates, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered Holders of Benchmark 2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25, SOMA Teleco Office Non-RR Gain-on-Sale Reserve Account”. Any such account shall be an Eligible Account or a subaccount of an Eligible Account.

SOMA Teleco Office Non-RR Interest Distribution Amount”: With respect to any Distribution Date and each Class of SOMA Teleco Office Loan-Specific Non-RR

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Certificates, an amount equal to (A) the sum of (i) the Interest Accrual Amount with respect to such Class of Certificates for such Distribution Date and (ii) the Interest Shortfall, if any, with respect to such Class of Certificates for such Distribution Date, less (B) any SOMA Teleco Office Non-RR Excess Prepayment Interest Shortfall allocated to such Class of Certificates on such Distribution Date.

For purposes of clause (B) above, the SOMA Teleco Office Non-RR Excess Prepayment Interest Shortfall, if any, for each Distribution Date shall be allocated to each Class of SOMA Teleco Office Loan-Specific Non-RR Certificates in an amount equal to the product of (i) the amount of such SOMA Teleco Office Non-RR Excess Prepayment Interest Shortfall and (ii) a fraction, the numerator of which is the Interest Accrual Amount for such Class of SOMA Teleco Office Loan-Specific Non-RR Certificates for such Distribution Date and the denominator of which is the aggregate Interest Accrual Amounts for all Classes of SOMA Teleco Office Loan-Specific Non-RR Certificates for such Distribution Date.

SOMA Teleco Office Non-RR Loan-Specific Certificates”: The Class ST-A Certificates.

SOMA Teleco Office Non-RR Percentage”: An amount expressed as a percentage equal to 100% minus the SOMA Teleco Office RR Percentage. For the avoidance of doubt, at all times, the sum of the SOMA Teleco Office RR Percentage and the SOMA Teleco Office Non-RR Percentage shall equal 100%.

SOMA Teleco Office Non-RR Principal Distribution Amount”: With respect to any Distribution Date and the SOMA Teleco Office Loan-Specific Principal Balance Certificates, an amount equal to the SOMA Teleco Office Non-RR Percentage of the SOMA Teleco Office Aggregate Principal Distribution Amount for such Distribution Date.

SOMA Teleco Office Non-RR Realized Loss”: With respect to any Distribution Date, the amount, if any, by which (i) the aggregate Certificate Balance of the SOMA Teleco Office Non-RR Loan-Specific Certificates, after giving effect to distributions of principal on such Distribution Date, exceeds (ii) the product of (a) the SOMA Teleco Office Non-RR Percentage and (b) the aggregate Stated Principal Balance (for purposes of this definition only, not giving effect to any reductions of the Stated Principal Balance for payments of principal collected on the SOMA Teleco Office Trust Subordinate Companion Loan that were used to reimburse any Workout-Delayed Reimbursement Amounts pursuant to Section 3.05(a)(v) to the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances) of the SOMA Teleco Office Trust Subordinate Companion Loan and any REO Loans (but in each case, including the SOMA Teleco Office Trust Subordinate Companion Loan and excluding any portion allocable to the related Mortgage Loan and any other related Companion Loan) as of the end of the last day of the related Collection Period.

SOMA Teleco Office Risk Retention Consultation Party”: A party selected by DBNY, as the Class ST-VR Certificateholder. The Depositor shall promptly provide the name and contact information for the initial SOMA Teleco Office Risk Retention Consultation Party upon request of any party to this Agreement and any such requesting party may conclusively rely on the name and contact information provided by the Depositor. The Certificate Administrator

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and the other parties hereto shall be entitled to assume that the identity of the SOMA Teleco Office Risk Retention Consultation Party has not changed until such parties receive written notice of (including the identity and contact information for) a replacement of the SOMA Teleco Office Risk Retention Consultation Party from the Class ST-VR Certificateholder (as confirmed by the Certificate Registrar). The initial SOMA Teleco Office Risk Retention Consultation Party shall be DBNY.

SOMA Teleco Office RR Allocation Percentage”: A fraction, expressed as a percentage, equal to the SOMA Teleco Office RR Percentage divided by the SOMA Teleco Office Non-RR Percentage.

SOMA Teleco Office RR Available Funds”: With respect to each Distribution Date, an amount equal to the sum of (i) the SOMA Teleco Office RR Percentage of the SOMA Teleco Office Available Funds for such Distribution Date and (ii) the SOMA Teleco Office RR Gain-on-Sale Remittance Amount.

SOMA Teleco Office RR Gain-on-Sale Remittance Amount”: For each Distribution Date, the lesser of (i) the amount on deposit in the SOMA Teleco Office RR Gain-on-Sale Reserve Account on such Distribution Date, and (ii) the amount distributable from the SOMA Teleco Office RR Gain-on-Sale Reserve Account pursuant to Section 4.01(i).

SOMA Teleco Office RR Gain-on-Sale Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained by the Certificate Administrator, pursuant to Section 3.04(g) on behalf of the Trustee for the benefit of the Class ST-VR Certificateholder, which shall be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the Holder of the Class ST-VR Certificates under the Pooling and Servicing Agreement for the Benchmark 2021-B25 Mortgage Trust, SOMA Teleco Office RR Gain-on-Sale Reserve Account”. Any such account shall be an Eligible Account or a subaccount of an Eligible Account.

SOMA Teleco Office RR Interest Distribution Amount”: With respect to the Class ST-VR Certificates for any Distribution Date, an amount equal to the product of (A) the SOMA Teleco Office RR Allocation Percentage and (B) the aggregate amount distributed to the Holders of the SOMA Teleco Office Loan-Specific Non-RR Certificates pursuant to Section 4.01(d)(i) on such Distribution Date.

SOMA Teleco Office RR Percentage”: 5.0%.

SOMA Teleco Office RR Principal Distribution Amount”: With respect to the Class ST-VR Certificates for any Distribution Date, an amount equal to the product of (A) the SOMA Teleco Office RR Allocation Percentage and (B) the aggregate amount distributed to the Holders of the SOMA Teleco Office Loan-Specific Non-RR Certificates pursuant to Section 4.01(d)(ii) on such Distribution Date.

SOMA Teleco Office RR Realized Loss”: With respect to any Distribution Date, the amount, if any, by which (i) the aggregate Certificate Balance of the Class ST-VR Certificates, after giving effect to distributions of principal on such Distribution Date, exceeds

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(ii) the product of (a) the SOMA Teleco Office RR Percentage and (b) the aggregate Stated Principal Balance (for purposes of this definition only, not giving effect to any reductions of the Stated Principal Balance for payments of principal collected on the SOMA Teleco Office Trust Subordinate Companion Loan that were used to reimburse any Workout-Delayed Reimbursement Amounts pursuant to Section 3.05(a)(v) to the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances) of the SOMA Teleco Office Trust Subordinate Companion Loan and any REO Loans (but in each case, including the SOMA Teleco Office Trust Subordinate Companion Loan and excluding any portion allocable to the related Mortgage Loan and any other related Companion Loan) as of the end of the last day of the related Collection Period.

SOMA Teleco Office RR Realized Loss Interest Distribution Amount”: With respect to the Class ST-VR Certificates for any Distribution Date, an amount equal to the product of (A) the SOMA Teleco Office RR Allocation Percentage and (B) the aggregate amount of interest on reimbursed Realized Losses distributed to the Holders of the SOMA Teleco Office Loan-Specific Non-RR Certificates pursuant to Section 4.01(d)(iii) on such Distribution Date.

SOMA Teleco Office Scheduled Principal Distribution Amount”: With respect to any Distribution Date, the aggregate of the principal portions of the following: (a) all Periodic Payments (excluding Balloon Payments) with respect to the SOMA Teleco Office Trust Subordinate Companion Loan due during or, if and to the extent not previously received or advanced pursuant to Section 4.03 and distributed to Certificateholders on a preceding Distribution Date, prior to the related Collection Period and all SOMA Teleco Office Assumed Scheduled Payments with respect to the SOMA Teleco Office Trust Subordinate Companion Loan for the related Collection Period, in each case to the extent either (i) paid by the related Mortgagor as of the related Determination Date (or, with respect to the SOMA Teleco Office Trust Subordinate Companion Loan if its Due Date occurs or Grace Period ends after the related Determination Date, the related Due Date or last day of such Grace Period, as applicable, to the extent received by the Master Servicer as of the Business Day preceding the related Master Servicer Remittance Date) or (ii) advanced by the Master Servicer or the Trustee, as applicable, pursuant to Section 4.03, and (b) all Balloon Payments allocable to the SOMA Teleco Office Trust Subordinate Companion Loan to the extent received on or prior to the related Determination Date (or, with respect to the SOMA Teleco Office Trust Subordinate Companion Loan if its Due Date occurs or Grace Period ends after the related Determination Date, the related Due Date or, last day of such Grace Period, as applicable, to the extent received by the Master Servicer as of the Business Day preceding the related Master Servicer Remittance Date), and to the extent not included in clause (a) above.

SOMA Teleco Office Trust Subordinate Companion Loan”: With respect to the SOMA Teleco Office Whole Loan, the Companion Loan evidenced by the promissory note B made by the related Mortgagor and secured by the Mortgage on the SOMA Teleco Office Mortgaged Property, which is included in the Trust and which is subordinate in right of payment to the SOMA Teleco Office Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the SOMA Teleco Office Co-Lender Agreement.

SOMA Teleco Office Trust Subordinate Companion Loan REMIC”: One of five separate REMICs comprising a portion of the Trust Fund, which consists of the SOMA Teleco

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Office Trust Subordinate Companion Loan and the proceeds thereof, any allocable portion of REO Property with respect thereto, the related portions of the REO Account, and the SOMA Teleco Office Trust Subordinate Companion Loan REMIC Distribution Account.

SOMA Teleco Office Trust Subordinate Companion Loan REMIC Distribution Account”: With respect to the SOMA Teleco Office Trust Subordinate Companion Loan, the segregated trust account or accounts created and maintained as a separate account or accounts by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(j) of this Agreement, which shall be entitled “Wells Fargo Bank, National Association, as Certificate Administrator on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered Holders of Benchmark 2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25, and the Class ST-VR Certificates, SOMA Teleco Office Trust Subordinate Companion Loan REMIC Distribution Account,” and which must be an Eligible Account or a subaccount of an Eligible Account.

SOMA Teleco Office Trust Subordinate Companion Loan REMIC Distribution Amount”: As defined in Section 4.01(c).

SOMA Teleco Office Trust Subordinate Companion Loan REMIC Regular Interests”: Any of the Class LSTA and LSTVR Uncertificated Interests, as applicable.

SOMA Teleco Office Unscheduled Principal Distribution Amount”: With respect to any Distribution Date, the aggregate of the following: (a) all Principal Prepayments received on the SOMA Teleco Office Trust Subordinate Companion Loan on or prior to the related Determination Date and (b) the principal portions of all Liquidation Proceeds, Insurance and Condemnation Proceeds and, if applicable, REO Revenues or otherwise, received with respect to the SOMA Teleco Office Trust Subordinate Companion Loan and any REO Property on or prior to the related Determination Date, but in each case only to the extent that such principal portion represents a recovery of principal for which no advance was previously made pursuant to Section 4.03 in respect of a preceding Distribution Date; provided that all such Liquidation Proceeds and Insurance and Condemnation Proceeds will be reduced by any Special Servicing Fees, Liquidation Fees, accrued interest on Advances and other additional expenses of the Trust incurred in connection with the SOMA Teleco Office Trust Subordinate Companion Loan.

SOMA Teleco Office Whole Loan”: The SOMA Teleco Office Mortgage Loan and the SOMA Teleco Office Trust Subordinate Companion Loan, each of which is secured by the same Mortgage on the SOMA Teleco Office Mortgaged Property. References herein to the SOMA Teleco Office Whole Loan shall be construed to refer to the aggregate indebtedness under the SOMA Teleco Office Mortgage Loan and the SOMA Teleco Office Trust Subordinate Companion Loan.

Special Notice”: As defined in Section 5.06.

Special Servicers”: With respect to (i) each of the Mortgage Loans (other than the Amazon Seattle Mortgage Loan) and the Serviced Companion Loans (other than the Amazon Seattle Trust Subordinate Companion Loan), the General Special Servicer, (ii) the Amazon

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Seattle Mortgage Loan, the Amazon Seattle Trust Subordinate Companion Loan, any REO Property acquired by the Trust with respect to the Amazon Seattle Mortgage Loan and any matters relating to the foregoing, the Amazon Seattle Servicer and (iii) any Excluded Special Servicer Loan, if any, the related Excluded Special Servicer appointed pursuant to Section 7.01(g) of this Agreement, as applicable and as the context may require.

Special Servicer Major Decision”: Any Major Decision other than a “Master Servicer Major Decision”.

Special Servicer Non-Major Decision”: Each of the following:

(a)                approving leases, lease modifications or amendments or any requests for subordination non-disturbance and attornment agreements or other similar agreements for leases in excess of the lesser of 30,000 square feet and 30% of the net rentable area of the related Mortgaged Property, so long as it is considered a “major lease” or otherwise reviewable by the lender under the related Mortgage Loan documents;

(b)               approving any waiver regarding the receipt of financial statements (other than immaterial timing waivers);

(c)                approving annual budgets for the related Mortgaged Property with increases (in excess of 10%) in operating expenses or payments to Affiliates of the related Mortgagor (excluding affiliated managers paid at fee rates agreed to at the origination of the related Mortgage Loan (excluding any Non-Serviced Mortgage Loans) or Serviced Whole Loan);

(d)               agreeing to any modification, waiver, consent or amendment of the related Mortgage Loan (other than Non-Serviced Mortgage Loans) or Serviced Whole Loan in connection with a defeasance if such proposed modification, waiver, consent or amendment is with respect to (i) a waiver of a Mortgage Loan event of default (but excluding non-monetary events of default other than defaults relating to transfers of interests in the Mortgagor the existing collateral or material modifications of the existing collateral), (ii) a modification of the type of defeasance collateral required under the related Mortgage Loan documents such that defeasance collateral other than direct, non-callable obligations of the United States of America would be permitted or (iii) a modification that would permit a Principal Prepayment instead of defeasance if the related Mortgage Loan documents do not otherwise permit such Principal Prepayment; provided that the foregoing is not otherwise a Major Decision or another Special Servicer Non-Major Decision;

(e)                any requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit held as “performance”, “earn-out”, “holdback” or similar escrows or reserves with respect to any of the Mortgage Loans or Serviced Whole Loans (which Mortgage Loans or Serviced Whole Loans, as of the Closing Date, are identified on Schedule 3 to this Agreement), but excluding (subject to clause (f) below), as to Mortgage Loans or Serviced Whole Loans which are Non-Specially Serviced Mortgage Loans, (A) any routine and/or customary escrow and reserve fundings

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or disbursements for which the satisfaction of performance-related criteria or lender discretion is not required or permitted pursuant to the terms of the related Mortgage Loan documents, for the avoidance of doubt, other than as set forth in clause (f) below, (B) any request with respect to a Mortgage Loan or Serviced Whole Loan that is a Non-Specially Serviced Mortgage Loan for the funding or disbursement of ordinary course impounds, repair and replacement reserves, lender approved budget and operating expenses, and tenant improvements pursuant to an approved lease, each in accordance with the related Mortgage Loan documents or (C) any other funding or disbursement as mutually agreed upon by the Master Servicer and applicable Special Servicer, will not constitute a Special Servicer Non-Major Decision;

(f)                any requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit in the case of certain Mortgage Loans or Serviced Whole Loans whose escrows, reserves, holdbacks and related letters of credit exceed, in the aggregate (but excluding tax and insurance escrows), at the related origination date, 10% of the initial principal balance of such Mortgage Loan or Serviced Whole Loan (which Mortgage Loans or Serviced Whole Loans are identified on Schedule 3 to this Agreement), except for the routine funding of tax payments and insurance premiums when due and payable (provided the Mortgage Loan is not a Specially Serviced Mortgage Loan);

(g)                in circumstances where no lender discretion is permitted other than confirming that the conditions in the related Mortgage Loan documents have been satisfied (including determining whether any applicable terms or tests are satisfied), any request to incur additional debt in accordance with the terms of the related Mortgage Loan documents; provided that the foregoing is not otherwise a Major Decision or another Special Servicer Non-Major Decision;

(h)               in circumstances where no lender discretion is required other than confirming the satisfaction of the applicable terms of the Mortgage Loan documents (including determining whether any applicable terms or tests are satisfied), processing requests for any release of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan or Serviced Whole Loan; provided that, in any case, Special Servicer Non-Major Decisions will not include (i) the release, substitution or addition of collateral securing any Mortgage Loan (other than Non-Serviced Mortgage Loans) or Serviced Whole Loan in connection with a defeasance of such collateral; or (ii) requests that are related to any condemnation action that is pending, or threatened in writing, and would affect a non-material portion of the Mortgaged Property; provided that such release or substitution or addition of collateral is not a Major Decision;

(i)                 agreeing to any modification or amendment to any ground lease or any subordination, non-disturbance and attornment agreement relating to any ground lease or any entry into a new ground lease with respect to a Mortgaged Property or determining whether to cure any default by a Mortgagor under a ground lease; and

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(j)                 approving easements or rights of way that materially affect the use or value of a Mortgaged Property or the Mortgagor’s ability to make payments with respect to the related Mortgage Loan or Serviced Whole Loan;

provided, however, that with respect to clause (d) of this definition, (1) the Master Servicer shall evaluate and process requests for any modifications described in subclauses (i) and (ii) of such clause (d) and obtain the consent or deemed consent of the applicable Special Servicer as provided in this Agreement and (2) the applicable Special Servicer shall evaluate and process and/or consent to requests for any modifications described in subclause (iii) of such clause (d).

Notwithstanding the foregoing, the Master Servicer and the applicable Special Servicer may mutually agree as provided in this Agreement that the Master Servicer shall process any Major Decisions or Special Servicer Non-Major Decisions with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan that is a Non-Specially Serviced Mortgage Loan (other than a COVID Modification) in accordance with the terms and conditions reasonably agreed to by the Master Servicer and the applicable Special Servicer, including the applicable Special Servicer’s consent. If the Master Servicer and the applicable Special Servicer mutually agree that the Master Servicer shall process a Major Decision or Special Servicer Non-Major Decision with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan that is a Non-Specially Serviced Mortgage Loan, the Master Servicer shall obtain the applicable Special Servicer’s prior consent (or deemed consent) to such Major Decision or Special Servicer Non-Major Decision.

Special Servicing Fee”: With respect to each Specially Serviced Mortgage Loan and REO Loan (other than a Non-Serviced Mortgage Loan), the fee payable to the applicable Special Servicer pursuant to Section 3.11(b). For the avoidance of doubt, the Special Servicing Fee shall be deemed payable from the Loan REMIC with regard to the Mortgage Loan(s) held by the Loan REMIC and otherwise from the Lower-Tier REMIC.

Special Servicing Fee Rate”: With respect to any Specially Serviced Mortgage Loan or REO Property, a rate equal to (a) 0.25% per annum or (b) if such rate in clause (a) would result in a Special Servicing Fee with respect to a Specially Serviced Mortgage Loan or REO Property (other than an REO Property acquired with respect to any Non-Serviced Whole Loan) that would be less than $5,000 in any given month, then the Special Servicing Fee Rate for such month for such Specially Serviced Mortgage Loan or REO Property shall be the higher per annum rate as would result in a Special Servicing Fee equal to $5,000 for such month with respect to such Specially Serviced Mortgage Loan or REO Property.

Special Servicing Transfer Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Companion Loan, the occurrence of any of the following events:

(i)          (A) with respect to a Mortgage Loan or Serviced Companion Loan that is not a Balloon Mortgage Loan, (1) a payment default shall have occurred at its original Maturity Date, or (2) if the original Maturity Date of such Mortgage Loan or Serviced Companion Loan has been extended as provided herein, a payment default shall have occurred at such extended Maturity Date; or (B) with

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respect to each Mortgage Loan or Serviced Companion Loan that is a Balloon Mortgage Loan, the Balloon Payment is delinquent and the related Mortgagor has not provided the Master Servicer or the applicable Special Servicer (and the party receiving such document shall promptly forward a copy of such document to the Master Servicer or the applicable Special Servicer, as applicable), within sixty (60) days after the related Maturity Date, with a written and fully executed (subject only to customary final closing conditions) commitment, letter of intent or otherwise binding application for refinancing or similar document that is in each case, binding upon an acceptable lender or a signed purchase agreement reasonably satisfactory in form and substance to the applicable Special Servicer (and the party receiving such document shall promptly forward a copy of such document to the Master Servicer or the applicable Special Servicer, as applicable, if it is not evident that a copy has been delivered to such other party), which provides that such refinancing or purchase will occur within one hundred-twenty (120) days of such related Maturity Date, provided that the Mortgage Loan and any related Serviced Companion Loan, will become a Specially Serviced Mortgage Loan immediately if the related Mortgagor fails to diligently pursue such financing or purchase or to pay any Pooled Assumed Scheduled Payment, SOMA Teleco Office Assumed Scheduled Payment or Amazon Seattle Assumed Scheduled Payment on the related Due Date (subject to any applicable Grace Period) at any time before the refinancing or purchase or, if such refinancing or purchase does not occur, the related Mortgage Loan and any related Serviced Companion Loan, will become a Specially Serviced Mortgage Loan at the end of such 120-day period (or for such shorter period beyond the date on which that Balloon Payment was due within which the refinancing or purchase is scheduled to occur pursuant to the commitment for refinancing or signed purchase agreement or on which such commitment or signed purchase agreement terminates); or

(ii)         the Master Servicer or the applicable Special Servicer (and, in the case of a Special Servicer, with respect to any Mortgage Loan other than any Excluded Special Servicer Loan and for so long as no Control Termination Event is continuing, with the consent of the Directing Holder) makes a judgment that a payment default is imminent or reasonably foreseeable and is not likely to be cured by the related Mortgagor within thirty (30) days; or

(iii)        the Master Servicer or the applicable Special Servicer (and in the case of the applicable Special Servicer, with respect to any Mortgage Loan other than any Excluded Special Servicer Loan and for so long as no Control Termination Event is continuing, with the consent of the Directing Holder in accordance with Section 6.08) determines that (a) a default (other than as described in clause (ii) above) under a Mortgage Loan or related Serviced Companion Loan is imminent or reasonably foreseeable, (b) such default will materially impair the value of the corresponding Mortgaged Property as security for the Mortgage Loan and related Serviced Companion Loan (if any) or otherwise materially adversely affect the interests of Certificateholders and Pooled RR Interest Owner (and, with respect to any Serviced Whole Loan, the

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interests of the related Serviced Companion Noteholder), as a collective whole (taking into account the subordinate or pari passu nature of any Serviced Companion Loans), and (c) the default will continue unremedied for the applicable cure period under the terms of the Mortgage Loan or related Serviced Companion Loan, as applicable, or, if no cure period is specified and the default is capable of being cured, for thirty (30) days (provided that such 30-day grace period does not apply to a default that gives rise to immediate acceleration without application of a grace period under the terms of the Mortgage Loan or related Serviced Companion Loan, as applicable; provided that, any determination that a Special Servicing Transfer Event has occurred under this clause (iii) with respect to any Mortgage Loan or related Serviced Companion Loan solely by reason of the failure (or imminent failure) of the related Mortgagor to maintain or cause to be maintained insurance coverage against damages or losses arising from acts of terrorism may only be made by the applicable Special Servicer (and with respect to any Mortgage Loan other than an applicable Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, with the consent of the Directing Holder)); or

(iv)        any Periodic Payment is more than sixty (60) days delinquent; or

(v)         a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law, or the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, is entered against the related Mortgagor and such decree or order shall have remained in force and it has not been stayed or discharged or dismissed within sixty (60) days (or a shorter period if the Master Servicer or the applicable Special Servicer (and, in the case of the applicable Special Servicer, with the consent of the Directing Holder, unless a Control Termination Event is continuing) determines in accordance with the Servicing Standard that the circumstances warrant that the related Mortgage Loan or Serviced Whole Loan (or REO Loan) be transferred to special servicing); or

(vi)        the related Mortgagor shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to such Mortgagor or of or relating to all or substantially all of its property; or

(vii)       the related Mortgagor makes an assignment for the benefit of its creditors, has admitted in writing its inability to pay its debts generally as they become due, files a petition to take advantage of any applicable insolvency or reorganization statute or voluntarily suspend payment of its obligations; or

(viii)      a default of which the Master Servicer or the applicable Special Servicer, as applicable, has notice (other than a failure by such Mortgagor to pay principal or interest) and which the Master Servicer or the applicable Special

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Servicer (and, in the case of the applicable Special Servicer, with respect to any Mortgage Loan other than any Excluded Special Servicer Loan and for long as no Control Termination Event is continuing, with the consent of the Directing Holder), as applicable, determines in its good faith reasonable judgment may materially and adversely affect the interests of the Certificateholders and the Pooled RR Interest Owner (and, with respect to any Serviced Whole Loan, the interests of the related Serviced Companion Noteholder), as a collective whole (taking into account the subordinate or pari passu nature of any Serviced Companion Loans), if applicable, has occurred and remained unremedied for the applicable Grace Period specified in the related Mortgage Loan or related Serviced Companion Loan documents, other than the failure to maintain terrorism insurance if such failure constitutes an Acceptable Insurance Default (or if no Grace Period is specified for those defaults which are capable of cure, thirty (30) days); or

(ix)         the Master Servicer or Special Servicer has received notice of the commencement of foreclosure or foreclosure or proposed foreclosure or similar proceedings of any lien other than the Mortgage on the related Mortgaged Property;

provided that any Mortgage Loan (excluding any Non-Serviced Mortgage Loan) that is cross-collateralized with a Specially Serviced Mortgage Loan shall be a Specially Serviced Mortgage Loan so long as such Mortgage Loan is cross-collateralized with a Specially Serviced Mortgage Loan. If any Serviced Companion Loan becomes a Specially Serviced Mortgage Loan, the related Serviced Mortgage Loan shall also become a Specially Serviced Mortgage Loan. If any Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan, the related Serviced Companion Loan shall also become a Specially Serviced Mortgage Loan. With respect to a Non-Serviced Mortgage Loan, the occurrence of a “Special Servicing Transfer Event” shall be as defined in the Non-Serviced Pooling Agreement.

Notwithstanding anything to the contrary in the definition of “Special Servicing Transfer Event”, no event, circumstance or action that has occurred or will occur with respect to a COVID Modified Loan (other than an event described in clauses (ii), (iii), (iv), (vii) and (viii) of the definition of “Special Servicing Transfer Event”) shall constitute a Servicing Transfer Event under this Agreement, but only if, and for so long as, the related Mortgagor is in compliance with the terms of the related COVID Modification Agreement. For the avoidance of doubt, in the event a Mortgagor fails to comply with the terms of a COVID Modification Agreement (as determined by the applicable Special Servicer in accordance with the Servicing Standard), a determination as to whether any applicable event specified in the preceding sentence constitutes a Servicing Transfer Event or causes such Mortgage Loan or Serviced Whole Loan to be characterized as a Specially Serviced Loan shall be made as though the COVID Modification never occurred; provided, however, if, pursuant to this sentence, a Servicing Transfer Event is determined to occur prior to the date of such Mortgagor’s failure, then such Servicing Transfer Event shall be deemed to occur on the date of such Mortgagor’s failure.

Specially Serviced Mortgage Loan”: As defined in Section 3.01(a).

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Sponsors”: Goldman Sachs Mortgage Company, a New York limited partnership, and its successors-in-interest, Citi Real Estate Funding Inc., a New York corporation, and its successors-in-interest, German American Capital Corporation, a Maryland corporation, and its successors-in-interest and JPMorgan Chase Bank, National Association, a national banking association organized under the laws of the United States, and its successor in interest.

Startup Day”: The day designated as such in Section 10.01(b).

Stated Principal Balance”: With respect to any Mortgage Loan or Trust Subordinate Companion Loan, as of any date of determination, an amount equal to (x) the Cut-off Date Principal Balance of such Mortgage Loan or Trust Subordinate Companion Loan (or in the case of a Qualified Substitute Mortgage Loan, the unpaid principal balance of such Mortgage Loan or Trust Subordinate Companion Loan) after application of all scheduled payments of principal and interest due during or prior to the month of substitution, whether or not received) minus (y) the sum of:

(i)          the principal portion of each Periodic Payment due on such Mortgage Loan or Trust Subordinate Companion Loan after the Cut-off Date (or in the case of a Qualified Substitute Mortgage Loan, the Due Date in the related month of substitution), to the extent received from the Mortgagor or advanced by the Master Servicer;

(ii)         all Principal Prepayments received with respect to such Mortgage Loan or Trust Subordinate Companion Loan after the Cut-off Date (or in the case of a Qualified Substitute Mortgage Loan, the Due Date in the related month of substitution);

(iii)        the principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on such Mortgage Loan or Trust Subordinate Companion Loan) and Liquidation Proceeds received with respect to such Mortgage Loan or Trust Subordinate Companion Loan after the Cut-off Date (or in the case of a Qualified Substitute Mortgage Loan, the Due Date in the related month of substitution); and

(iv)        any reduction in the outstanding principal balance of such Mortgage Loan or Trust Subordinate Companion Loan resulting from a Deficient Valuation or a modification of such Mortgage Loan or Trust Subordinate Companion Loan pursuant to the terms and provisions of this Agreement that occurred prior to the end of the Collection Period for the most recent Distribution Date.

With respect to any REO Loan that is a successor to a Mortgage Loan or Trust Subordinate Companion Loan, as of any date of determination, an amount equal to (x) the Stated Principal Balance of the predecessor Mortgage Loan or Trust Subordinate Companion Loan as of the date of the related REO Acquisition, minus (y) the sum of:

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(i)          the principal portion of any P&I Advance made with respect to such REO Loan; and

(ii)         the principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on the related Mortgage Loan or Trust Subordinate Companion Loan, as applicable), Liquidation Proceeds and REO Revenues received with respect to such REO Loan.

A Mortgage Loan, Trust Subordinate Companion Loan or an REO Loan that is a successor to a Mortgage Loan or Trust Subordinate Companion Loan shall be deemed to be part of the Trust Fund and to have an outstanding Stated Principal Balance until the Distribution Date on which the payments or other proceeds, if any, received in connection with a Liquidation Event in respect thereof are to be (or, if no such payments or other proceeds are received in connection with such Liquidation Event, would have been) distributed to Certificateholders.

With respect to each Companion Loan on any date of determination, the Stated Principal Balance shall equal the unpaid principal balance of such Companion Loan as of such date. On any date of determination, the Stated Principal Balance of each Whole Loan shall be the sum of the Stated Principal Balances of the related Mortgage Loan and the related Companion Loan on such date.

With respect to any REO Loan that is a successor to a Companion Loan as of any date of determination, the Stated Principal Balance shall equal (x) the Stated Principal Balance of the predecessor Companion Loan as of the date of the related REO Acquisition, minus (y) the principal portion of any amounts allocable to the related Companion Loan in accordance with the related Co-Lender Agreement.

Subcontractor”: Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Master Servicer, the applicable Special Servicer, the Operating Advisor, an Additional Servicer or a Sub-Servicer.

Subordinate Certificate”: Any Class A-S, Class B, Class C, Class D, Class E, Class F, Class G or Class H Certificate.

Subordinate Companion Holder”: The holder of any AB Subordinate Companion Loan.

Sub-Servicer”: Any Person that services Mortgage Loans on behalf of the Master Servicer, a Special Servicer or an Additional Servicer and is responsible for the performance (whether directly or through Sub-Servicers or Subcontractors) of a substantial portion of the material servicing functions required to be performed by the Master Servicer, a Special Servicer or an Additional Servicer under this Agreement, with respect to some or all of the Mortgage Loans that are identified in Item 1122(d) of Regulation AB.

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Sub-Servicing Agreement”: The written contract between the Master Servicer or the applicable Special Servicer, as the case may be, and any Sub-Servicer relating to servicing and administration of Mortgage Loans and the Trust Subordinate Companion Loans as provided in Section 3.20.

Substitution Shortfall Amount”: With respect to a substitution pursuant to Section 2.03(b) hereof, an amount equal to the excess, if any, of the Purchase Price of the Mortgage Loan or Trust Subordinate Companion Loan, being replaced calculated as of the date of substitution over the Stated Principal Balance of the related Qualified Substitute Mortgage Loan after application of all scheduled payments of principal and interest due during or prior to the month of substitution. In the event that one or more Qualified Substitute Mortgage Loans are substituted (at the same time by the same Mortgage Loan Seller) for one or more removed Mortgage Loans or Trust Subordinate Companion Loan, as applicable, the Substitution Shortfall Amount shall be determined as provided in the preceding sentence on the basis of the aggregate Purchase Prices of the Mortgage Loan(s) or Trust Subordinate Companion Loan, as applicable, being replaced and the aggregate Stated Principal Balances of the related Qualified Substitute Mortgage Loan(s).

Surviving Entity”: As defined in Section 6.03(b).

Tax Returns”: The federal income tax returns on (i) Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed on behalf of each Trust REMIC due to its respective classification as a REMIC under the REMIC Provisions and (ii) Internal Revenue Service Form 1041 or Internal Revenue Service Form 1099, as applicable, or any successor forms to be filed on behalf of the Grantor Trust, together with any and all other information, reports or returns that may be required to be furnished to the Certificateholders or the Pooled RR Interest Owner or filed with the Internal Revenue Service or any other governmental taxing authority under any applicable provisions of federal tax law or Applicable State and Local Tax Law.

Temporary Regulation S Book-Entry Certificate”: As defined in Section 5.02(a).

The Galleria Office Towers Co-Lender Agreement”: That certain co-lender agreement, dated as of February 17, 2021 by and between the holders of the respective promissory notes evidencing The Galleria Office Towers Whole Loan, relating to the relative rights of such holders, as the same may be further amended in accordance with the terms thereof.

Third Party Purchaser Safekeeping Account”: An account maintained by the Certificate Administrator, which account shall be established at the direction of the Amazon Seattle Loan-Specific Retaining Sponsor for the benefit of the Holders of the Class 300P-RR Certificates.

Transfer”: Any direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any Ownership Interest in a Certificate.

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Transferable Servicing Interest”: The amount by which the Servicing Fee otherwise payable to the Master Servicer hereunder exceeds the sum of (i) the Primary Servicing Fee and (ii) the amount of the Servicing Fee calculated using the Servicing Retained Fee Rate, which is subject to reduction by the Trustee pursuant to Section 3.11(a) of this Agreement.

Transferee”: Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.

Transferee Affidavit”: As defined in Section 5.03(n)(ii).

Transferor”: Any Person who is disposing by Transfer any Ownership Interest in a Certificate.

Transferor Letter”: As defined in Section 5.03(n)(ii).

Transfer Restriction Period”: With respect to (a) the Pooled VRR Interest, the Pooled Transfer Restriction Period, (b) the Class ST-VR Certificates, the SOMA Teleco Office Loan-Specific Transfer Restriction Period, and (c) the Class 300P-RR Certificates, the Amazon Seattle Loan-Specific Transfer Restriction Period.

Trust”: The trust created hereby and to be administered hereunder. The Trust shall be named: “Benchmark 2021-B25 Mortgage Trust”.

Trust Fund”: The corpus of the Trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans and Trust Subordinate Companion Loan as from time to time are subject to this Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under the related Non-Serviced Pooling Agreement; (iv) all revenues received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s, the applicable Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the Insurance Policies with respect to the Mortgage Loans and the Trust Subordinate Companion Loans required to be maintained pursuant to this Agreement and any proceeds thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security for any related Mortgage Loans and the Trust Subordinate Companion Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Loan REMIC Residual Distribution Account, the Excess Interest Distribution Account, the Trust Subordinate Companion Loan

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REMIC Distribution Accounts, the Interest Reserve Account, the Pooled Non-VRR Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Pooled Non-VRR Gain-on-Sale Reserve Account), the Pooled VRR Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Pooled VRR Gain-on-Sale Reserve Account), the SOMA Teleco Office Non-RR Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such SOMA Teleco Office Non-RR Gain-on-Sale Reserve Account), the SOMA Teleco Office RR Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such SOMA Teleco Office RR Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Trust Subordinate Companion Loan REMIC Regular Interests; (xiii) the Loan REMIC Regular Interest and the Loan REMIC Residual Interest; and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the lockbox accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).

Trust REMICs”: As defined in the Preliminary Statement.

Trust Subordinate Companion Loans”: The Amazon Seattle Trust Subordinate Companion Loan and the SOMA Teleco Office Trust Subordinate Companion Loan.

Trust Subordinate Companion Loan REMIC”: The Amazon Seattle Trust Subordinate Companion Loan REMIC and the SOMA Teleco Office Trust Subordinate Companion Loan REMIC, collectively.

Trust Subordinate Companion Loan REMIC Distribution Accounts”: The Amazon Seattle Trust Subordinate Companion Loan REMIC Distribution Account and the SOMA Teleco Office Trust Subordinate Companion Loan REMIC Distribution Account, collectively.

Trust Subordinate Companion Loan REMIC Distribution Amounts”: The Amazon Seattle Trust Subordinate Companion Loan REMIC Distribution Amount and the SOMA Teleco Office Trust Subordinate Companion Loan REMIC Distribution Amount, collectively.

Trust Subordinate Companion Loan REMIC Regular Interests”: The Amazon Seattle Trust Subordinate Companion Loan REMIC Regular Interests and the SOMA Teleco Office Trust Subordinate Companion Loan REMIC Regular Interests, collectively.

Trustee”: Wells Fargo Bank, National Association, and its-successors-in-interest, or any successor trustee appointed as herein provided (including, as applicable, any agents or affiliates utilized thereby).

Trustee Fee”: The fee to be paid to the Trustee as compensation for the Trustee’s activities under this Agreement, which fee is included as part of the Certificate Administrator/Trustee Fee. No portion of the Trustee Fee shall be calculated by reference to any Companion Loan or the Stated Principal Balance of any Companion Loan.

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U.S. Industrial Portfolio VI Co-Lender Agreement”: That certain agreement between noteholders, dated as of March 24, 2021 by and between the holders of the respective promissory notes evidencing the U.S. Industrial Portfolio VI Whole Loan, relating to the relative rights of such holders, as the same may be further amended in accordance with the terms thereof.

UCC”: The Uniform Commercial Code, as enacted in each applicable state.

UCC Financing Statement”: A financing statement prepared and filed pursuant to the UCC, as in effect in the relevant jurisdiction.

Underwriters”: Goldman Sachs & Co. LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Academy Securities, Inc. and Drexel Hamilton, LLC.

Uninsured Cause”: Any cause of damage to property subject to a Mortgage such that the complete restoration of such property is not fully reimbursable by the hazard Insurance Policies or flood Insurance Policies required to be maintained pursuant to Section 3.07.

United States Securities Person”: Any “U.S. person” as defined in Rule 902(k) of Regulation S.

Unliquidated Advance”: Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that made the Advance hereunder, on the one hand, and the Trust, on the other, as part of a Workout-Delayed Reimbursement Amount pursuant to subsections (iii) and (iv) of Section 3.05(a) but that has not been recovered from the Mortgagor or otherwise from collections on or the proceeds of the related Mortgage Loan or REO Property in respect of which the Advance was made.

Upper-Tier REMIC”: One of the five separate REMICs comprising the Trust, the assets of which consist of the Lower-Tier Regular Interests, the Trust Subordinate Companion Loan REMIC Regular Interests, and such amounts as shall from time to time be held in the Upper-Tier REMIC Distribution Account.

Upper-Tier REMIC Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created and maintained by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall initially be entitled “Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of Benchmark 2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25, Upper-Tier REMIC Distribution Account”. Any such account or accounts shall be an Eligible Account.

U.S. Dollars” or “$”: Lawful money of the United States of America.

U.S. Tax Person”: A citizen or resident of the United States, a corporation or partnership (except to the extent provided in applicable Treasury regulations) or other entity created or organized in, or under the laws of, the United States, any State thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax

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purposes, an estate whose income is subject to United States federal income tax regardless of its source or a trust if a court within the United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).

Voting Rights”: The portion of the voting rights of all of the Certificates that is allocated to any Certificate. At all times during the term of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows: (i) 1% in the case of the Class X Certificates (allocated pro rata, based upon their respective Notional Amounts as of the date of determination), and (ii) in the case of any Principal Balance Certificates, the Class RR Certificates and the Class ST-VR Certificates, a percentage equal to the product of 99% and a fraction, the numerator of which is equal to the Certificate Balance (and solely in connection with any vote for purposes of determining whether to remove the applicable Special Servicer pursuant to Section 7.01(d) or the Operating Advisor pursuant to Section 3.26(i), taking into account any notional reduction in the Certificate Balance for Appraisal Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a) hereof) of such Class, in each case, determined as of the Distribution Date immediately preceding such time, and the denominator of which is equal to the aggregate Certificate Balance (and solely in connection with any vote for purposes of determining whether to remove the applicable Special Servicer pursuant to Section 7.01(d) or the Operating Advisor pursuant to Section 3.26(i), taking into account any notional reduction in the Certificate Balance for Appraisal Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a) hereof) of the Principal Balance Certificates, the Class RR Certificates and the Class ST-VR Certificates, each determined as of the Distribution Date immediately preceding such time. The Class R Certificates, the Class S Certificates and the Pooled RR Interest will not be entitled to any Voting Rights.

VRR Interest”: Each of the Pooled VRR Interest and/or the Class ST-VR Certificates, as applicable.

VRR Interest Owners”: Each of the Pooled VRR Interest Owners and/or the Class ST-VR Certificateholders, as applicable.

WHFIT”: A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(22) or successor provisions.

WHFIT Regulations”: Treasury Regulations Section 1.671-5, as amended or successor provisions.

WHMT”: A “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(23) or successor provisions.

Whole Loan”: With respect to any Mortgage Loan with a related Companion Loan, such Mortgage Loan and its related Companion Loan(s), collectively, as identified in the “Whole Loans” chart in the Preliminary Statement. With respect to each Whole Loan, references

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herein to each such Whole Loan shall be construed to refer to the aggregate indebtedness under the related Mortgage Loan and the related Companion Loan(s).

Withheld Amounts”: As defined in Section 3.21(a).

Workout-Delayed Reimbursement Amounts”: With respect to any Mortgage Loan or Trust Subordinate Companion Loan, the amount of any Advances made with respect to such Mortgage Loan or Trust Subordinate Companion Loan on or before the date such Mortgage Loan or Trust Subordinate Companion Loan becomes (or, but for the making of three Periodic Payments under its modified terms, would then constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent that (i) such Advance (and accrued and unpaid interest thereon) is not reimbursed to the Person who made such Advance on or before the date, if any, on which such Mortgage Loan or Trust Subordinate Companion Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued and unpaid interest thereon) becomes an obligation of the related Mortgagor to pay such amount under the terms of the modified loan documents. That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner limit the right of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.

Workout Fee”: The fee paid to the applicable Special Servicer with respect to each Corrected Loan in accordance with Section 3.11(c).

Workout Fee Rate”: A rate equal to the lesser of (a) 1.0% (or 0.50% in the case of the Amazon Seattle Whole Loan) to each collection (other than penalty charges and Excess Interest) of interest and principal (other than any amount for which a Liquidation Fee would be paid) (including scheduled payments, prepayments, Balloon Payments and payment at maturity or Anticipated Repayment Date) received with respect to any Corrected Loan for so long as it remains a Corrected Loan, and (b) such lower rate as would result in a Workout Fee of $1,000,000 when applied to each expected payment of principal and interest (other than Default Interest) on any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, as applicable, from the date such Mortgage Loan (or Serviced Whole Loan, if applicable) becomes a Corrected Loan through and including the then-related Maturity Date (or if the rate in clause (a) above would result in a Workout Fee that would be less than $25,000 when applied to each expected payment of principal and interest (other than Default Interest) on the related Mortgage Loan (or Serviced Whole Loan, if applicable) from the date such Mortgage Loan (or Serviced Whole Loan, if applicable) becomes a Corrected Loan through and including the then related Maturity Date, then the Workout Fee Rate shall be a rate equal to such higher rate as would result in a Workout Fee equal to $25,000 when applied to each expected payment of principal and interest (other than Default Interest) on the related Mortgage Loan (or Serviced Whole Loan, if applicable) from the date such Mortgage Loan (or Serviced Whole Loan, if applicable) becomes a Corrected Loan through and including the then -related Maturity Date); provided that no Workout Fee will be payable by the issuing entity with respect to any Corrected Loan if and to the extent that the Corrected Loan (1) became a Specially Serviced Mortgage Loan under clause (ii) or clause (iii) of the definition of “Special Servicing Transfer Event” (and no other clause of that definition) and no event of default actually occurs, unless the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan is modified

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by the applicable Special Servicer in accordance with the terms of the Pooling and Servicing Agreement or (2) in connection with the purchase of the Amazon Seattle Whole Loan by the holder of the related mezzanine loan within 90 days after the first time that such holder’s option to purchase the Amazon Seattle Whole Loan becomes exercisable (provided that for the avoidance of doubt, if there are one or more purchase notices that are delivered subsequent to the initial purchase notice, as long as the event that resulted in the first purchase notice (or the preceding purchase notice) has, within the 90-day period from the date the applicable purchase notice was given to such holder of the related mezzanine loan, ceased, been cured, been waived by the Master Servicer or the applicable Special Servicer in writing, or otherwise was no longer in effect during such period, such 90-day period will commence on the date of any subsequent purchase notice given to such holder of the related mezzanine loan); provided, further that if a Mortgage Loan or Serviced Companion Loan becomes a Specially Serviced Mortgage Loan only because of an event described in clause (i) of the definition of “Special Servicing Transfer Event” as a result of a payment default at maturity and the related collection of interest and principal is received within ninety (90) days following the related Maturity Date in connection with the full and final pay-off or refinancing of the related Mortgage Loan or Serviced Whole Loan, the applicable Special Servicer will not be entitled to collect a Workout Fee, but may collect and retain appropriate fees from the related borrower in connection with such workout. The Workout Fee with respect to any Specially Serviced Mortgage Loan that becomes a Corrected Loan will be reduced by any Excess Modification Fees paid by or on behalf of the related borrower with respect to such Mortgage Loan or Serviced Whole Loan as described in the definition of “Excess Modification Fees”, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee.

Yield Maintenance Charge”: With respect to any Mortgage Loan or REO Loan, the yield maintenance charge or prepayment premium set forth in the related Mortgage Loan documents; provided that no amounts shall be considered Yield Maintenance Charges until there has been a full recovery of all principal, interest and other amounts then due under such Mortgage Loan or REO Loan.

YM Group”: As defined in Section 4.01(h)(i) of this Agreement.

YM Group A”: As defined in Section 4.01(h)(i) of this Agreement.

YM Group B”: As defined in Section 4.01(h)(i) of this Agreement.

Section 1.02          Certain Calculations. Unless otherwise specified herein, for purposes of determining amounts with respect to the Certificates and the Pooled RR Interest and the rights and obligations of the parties hereto, the following provisions shall apply:

(i)           All calculations of interest (other than as provided in the related Mortgage Loan documents) provided for herein shall be made on the basis of a 360-day year consisting of twelve 30-day months.

(ii)          Any Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually received by the Master Servicer or the applicable Special Servicer; provided, however, that for purposes of calculating

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distributions on the Certificates and the Pooled RR Interest, Principal Prepayments with respect to any Mortgage Loan or Trust Subordinate Companion Loan, as applicable, are deemed to be received on the date they are applied in accordance with the Servicing Standard consistent with the terms of the related Mortgage Note and Mortgage to reduce the outstanding principal balance of such Mortgage Loan or Trust Subordinate Companion Loan, as applicable, on which interest accrues.

(iii)         Any reference to the Certificate Balance of any Class of Principal Balance Certificates, Class ST-VR Certificates or the Pooled VRR Interest Balance of the Pooled VRR Interest on or as of a Distribution Date shall refer to the Certificate Balance of such Class of Principal Balance Certificates, Class ST-VR Certificates or the Pooled VRR Interest Balance on such Distribution Date after giving effect to (a) any distributions made on such Distribution Date pursuant to Section 4.01(a) and Section 4.01(b) and Section 4.01(c), (b) any Realized Losses allocated to such Class of Principal Balance Certificates, Class ST-VR Certificates or Pooled VRR Interest on that Distribution Date pursuant to Section 4.04, and (c) any recoveries on the related Mortgage Loans or the Trust Subordinate Companion Loan, as applicable, of Nonrecoverable Advances (plus interest thereon) that were previously reimbursed from principal collections on the related Mortgage Loans or Trust Subordinate Companion Loan, as applicable, that resulted in a reduction of the Pooled Aggregate Principal Distribution Amount, the SOMA Teleco Office Aggregate Principal Distribution Amount or the Amazon Seattle Aggregate Principal Distribution Amount, as applicable, which recoveries are allocated to such Class of Principal Balance Certificates, the Class ST-VR Certificates and the Pooled VRR Interest, and added to the Certificate Balance or the Pooled VRR Interest Balance, as applicable, pursuant to Section 4.04(a).

(iv)         All net present value calculations and determinations made with respect to a Mortgage Loan, Trust Subordinate Companion Loan, Mortgaged Property or REO Property (including for purposes of the definition of “Servicing Standard”) shall be made in accordance with the Mortgage Loan documents or, in the event the Mortgage Loan documents are silent, using a discount rate (a) for principal and interest payments on a Mortgage Loan or Serviced Companion Loan, as applicable, or sale of a Defaulted Loan or Trust Subordinate Companion Loan, as applicable, by the applicable Special Servicer, the highest of (x) the rate determined by the Master Servicer or the applicable Special Servicer, as applicable, that approximates the market rate that would be obtainable by the Mortgagor on similar non-defaulted debt of such Mortgagor as of such date of determination, (y) the Mortgage Rate on the applicable Mortgage Loan or Serviced Companion Loan, as applicable, based on its outstanding principal balance and (z) the yield on 10-year U.S. treasuries as of such date of determination, and (b) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal) of the related Mortgaged Property.

(v)          Any reference to “expense of the trust” or “additional trust fund expense” or words of similar import shall be construed to mean, for any Serviced Mortgage Loan, an expense that shall be applied in accordance with the related Co-Lender Agreement or, if no application is specified in the related Co-Lender Agreement, then, to the extent such Co-Lender Agreement refers to this Agreement for the application of trust expenses or

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such Co-Lender Agreement does not prohibit the following application of trust expenses (i) with respect to any Serviced Pari Passu Whole Loan, pro rata and pari passu, to the Trust and Serviced Pari Passu Companion Loan in accordance with the respective Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, or (ii) with respect to any Serviced AB Whole Loan, first, to the related AB Subordinate Companion Loan and then, to the Trust.

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES; Creation of POOLED rr interest

Section 2.01          Conveyance of Mortgage Loans and the Trust Subordinate Companion Loans. (a)  The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as Benchmark 2021-B25 Mortgage Trust, appoint the Trustee to serve as trustee of such trust and assign, sell, transfer, set over and otherwise convey to the Trustee (as holder of the Lower-Tier Regular Interests and the Loan REMIC Regular Interests) in trust, without recourse, for the benefit of the Certificateholders (including each Loan REMIC Regular Interest and the Loan REMIC Residual Interest) and the Pooled RR Interest Owner all the right, title and interest of the Depositor, including any security interest therein, for the benefit of the Depositor, in, to and under (i) the Mortgage Loans and the Trust Subordinate Companion Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4, 5 (other than Section 5(e) and 5(f)), 6 (other than Section 6(a)(viii) and 6(i)) and, to the extent related to the foregoing, 7, 11, 12, 13, 14, 16, 17, 18 and 23 of each Mortgage Loan Purchase Agreement, (iii) the Co-Lender Agreements, and (iv) all escrow accounts, lockbox accounts and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders and the Pooled RR Interest Owner (including each Loan REMIC Regular Interest and the Loan REMIC Residual Interest). Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and the Trust Subordinate Companion Loans (in each case, other than payments of principal, interest and other amounts due and payable on the Mortgage Loans and the Trust Subordinate Companion Loans on or before the Cut-off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). Such assignment of each Mortgage Loan that is part of a Whole Loan is further subject to the terms and conditions of the applicable Other Pooling and Servicing Agreement (if any) and each Co-Lender Agreement. The transfer of the Mortgage Loans, the Trust Subordinate Companion Loans and the related rights and property accomplished hereby is absolute and is intended by the parties to constitute a sale.

(b)               In connection with the Depositor’s assignment pursuant to Section 2.01(a) of this Agreement, the Depositor shall direct the Mortgage Loan Sellers (pursuant to the applicable Mortgage Loan Purchase Agreement) to deliver to and deposit with the Custodian (on behalf of the Trustee), on or before the Closing Date (or with respect to the original allonges related to the Mortgage Loans being sold to GACC, on or before the (3rd) third Business Day immediately following the Closing Date), the Mortgage File for each Mortgage Loan and Trust Subordinate Companion Loan, with copies to be delivered, together with any other documents and records that would otherwise be a part of the Servicing File, within five (5) Business Days after the Closing Date, to the Master Servicer (other than with respect to the Non-Serviced Mortgage Loans). None of the Certificate Administrator, the Trustee, the Custodian, the

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Master Servicer or the applicable Special Servicer shall be liable for any failure by any Mortgage Loan Seller or the Depositor to comply with the document delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b). Notwithstanding anything herein to the contrary, with respect to letters of credit (exclusive of those relating to Non-Serviced Mortgage Loans), the applicable Mortgage Loan Seller shall deliver to the Master Servicer and the Master Servicer shall hold the original (or copy, if such original has been submitted by the applicable Mortgage Loan Seller to the issuing bank to effect an assignment or amendment of such letter of credit (changing the beneficiary thereof to the Trustee (in care of the Master Servicer)) for the benefit of the Certificateholders, the Pooled RR Interest Owner and, if applicable, the related Serviced Companion Noteholder, that may be required in order for the Master Servicer to draw on such letter of credit on behalf of the Trustee for the benefit of the Certificateholders, the Pooled RR Interest Owner and, if applicable, the related Serviced Companion Noteholder, in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents or Trust Subordinate Companion Loan documents, as applicable) and the applicable Mortgage Loan Seller shall be deemed to have satisfied any delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) by delivering with respect to any letter(s) of credit a copy thereof to the Custodian together with an Officer’s Certificate of the applicable Mortgage Loan Seller certifying that such document has been delivered to the Master Servicer or an Officer’s Certificate from the Master Servicer certifying that it holds the letter(s) of credit pursuant to this Section 2.01(b). If a letter of credit referred to in the previous sentence is not in a form that would allow the Master Servicer to draw on such letter of credit on behalf of the Trustee for the benefit of the Certificateholders, the Pooled RR Interest Owner and, if applicable, the related Serviced Companion Noteholder, in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents, the applicable Mortgage Loan Seller shall deliver the appropriate assignment or amendment documents (or copies of such assignment or amendment documents if the related Mortgage Loan Seller has submitted the originals to the related issuer of such letter of credit for processing) to the Master Servicer within ninety (90) days of the Closing Date. The applicable Mortgage Loan Seller shall pay any costs of assignment or amendment of such letter(s) of credit required in order for the Master Servicer to draw on such letter(s) of credit on behalf of the Trustee for the benefit of the Certificateholders, the Pooled RR Interest Owner and, if applicable, the related Serviced Companion Noteholder, and shall cooperate with the reasonable requests of the Master Servicer or the applicable Special Servicer, as applicable, in connection with effectuating a draw under any such letter of credit prior to the date such letter of credit is assigned or amended in order that it may be drawn by the Master Servicer on behalf of the Trustee for the benefit of the Certificateholders, the Pooled RR Interest Owner and, if applicable, the related Serviced Companion Noteholder.

After the Depositor’s transfer of the Mortgage Loans and the Trust Subordinate Companion Loans to the Trustee pursuant to this Section 2.01(b), the Depositor shall not take any action inconsistent with the Trust’s ownership of the Mortgage Loans and the Trust Subordinate Companion Loans.

With respect to any Mortgage Loan or Trust Subordinate Companion Loan secured by a Mortgaged Property that is subject to a franchise agreement with a related comfort letter in favor of the related Mortgage Loan Seller that requires notice to or request of the related franchisor to transfer or assign any related comfort letter to the Trustee for the benefit of the

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Certificateholders and the Pooled RR Interest Owner or have a new comfort letter (or any such new document or acknowledgement as may be contemplated under the existing comfort letter) issued in the name of the Trustee for the benefit of the Certificateholders and the Pooled RR Interest Owner, the applicable Mortgage Loan Seller or its designee shall, within forty-five (45) days of the Closing Date (or any shorter period if required by the applicable comfort letter), provide any such required notice or make any such required request to the related franchisor for the transfer or assignment of such comfort letter or issuance of a new comfort letter (or any such new document or acknowledgement as may be contemplated under the existing comfort letter), with a copy of such notice or request to the Custodian (who shall include such document in the related Mortgage File), the Master Servicer and the applicable Special Servicer, and the Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire such replacement comfort letter, if necessary (or to acquire any such new document or acknowledgement as may be contemplated under the existing comfort letter) and the Master Servicer shall, as soon as reasonably practicable following receipt thereof, deliver the original of such replacement comfort letter, new document or acknowledgement, as applicable, to the Custodian for inclusion in the Mortgage File.

(c)                The Depositor hereby represents and warrants that each Mortgage Loan Seller has covenanted in the related Mortgage Loan Purchase Agreement that, except with respect to any Non-Serviced Mortgage Loan, it shall record and file, or cause a third party on its behalf to record and file at such Mortgage Loan Seller’s expense, in the appropriate public office for real property records or UCC Financing Statements, as appropriate (or, with respect to any assignments that the Custodian has agreed to record or file pursuant to this Agreement, deliver to the Custodian for such purpose and cause the Custodian to record and file), each related Assignment of Mortgage and assignment of Assignment of Leases, in favor of the Trustee, referred to in clause (4) of the definition of “Mortgage File” and each related UCC-3 assignment referred to in clause (14) of the definition of “Mortgage File”. This subsection (c) shall not apply to any Non-Serviced Mortgage Loan because the documents referred to herein have been assigned to a Non-Serviced Trustee.

The Depositor hereby represents and warrants that each Mortgage Loan Seller has covenanted in the related Mortgage Loan Purchase Agreement as to each Mortgage Loan and Trust Subordinate Companion Loan (exclusive of the Non-Serviced Mortgage Loans), that if it cannot deliver or cause to be delivered the documents and/or instruments referred to in clauses (2), (3), (6) (if recorded) and (14) of the definition of “Mortgage File” solely because of a delay caused by the public recording or filing office where such document or instrument has been delivered for recordation or filing, as applicable, a copy of the original certified by the applicable Mortgage Loan Seller to be a true and complete copy of the original thereof submitted for recording, shall be forwarded to the Custodian. Each assignment referred to in the prior paragraph that is recorded and the file copy of each UCC-3 assignment referred to in the previous paragraph shall reflect that it should be returned by the public recording or filing office to the Custodian or its agent following recording (or, alternatively, to the applicable Mortgage Loan Seller or its designee, in which case such Mortgage Loan Seller shall deliver or cause the delivery of the recorded/filed original to the Custodian promptly following receipt); provided that, in those instances where the public recording office retains the original Assignment of Mortgage or Assignment of Assignment of Leases, the applicable Mortgage Loan Seller shall obtain therefrom and deliver to the Custodian a certified copy of the recorded original. On a

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monthly basis, at the expense of the applicable Mortgage Loan Seller, the Custodian shall forward to the Master Servicer a copy of each of the aforementioned assignments following the Custodian’s receipt thereof.

If the Custodian has received written notice that any of the aforementioned assignments is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Custodian shall forward the same to the applicable Mortgage Loan Seller (pursuant to the related Mortgage Loan Purchase Agreement) and such Mortgage Loan Seller shall promptly prepare or cause the preparation of a substitute therefor or to cure such defect, as the case may be, and such Mortgage Loan Seller shall record and file, or cause a third party on its behalf to record and file, or with respect to any assignments the Custodian has agreed to file as described above, to deliver to the Custodian the substitute or corrected document. The Custodian shall upon receipt from the applicable Mortgage Loan Seller cause the same to be duly recorded or filed, as appropriate.

(d)               In connection with the Depositor’s assignment pursuant to Section 2.01 of this Agreement, the Depositor shall direct each Mortgage Loan Seller (pursuant to the related Mortgage Loan Purchase Agreement) to deliver to and deposit (or cause to be delivered and deposited) with the Master Servicer within five (5) Business Days after the Closing Date, (i) a copy of the Mortgage File, (ii) all documents and records not otherwise required to be contained in the Mortgage File that (A) relate to the origination and/or servicing and administration of the Mortgage Loans (other than a Non-Serviced Mortgage Loan) or the related Serviced Companion Loans, (B) are reasonably necessary for the ongoing administration and/or servicing of the Mortgage Loans (including any asset summaries related to the Mortgage Loans that were delivered to the Rating Agencies in connection with the rating of the Certificates) and the Serviced Companion Loans or for evidencing or enforcing any of the rights of the holder of the Mortgage Loans and the Serviced Companion Loans or holders of interests therein and (C) are in the possession or under the control of each Mortgage Loan Seller, and (iii) all unapplied Escrow Payments and reserve funds in the possession or under the control of each Mortgage Loan Seller that relate to the Mortgage Loans or any related Serviced Companion Loans, together with a statement indicating which Escrow Payments and reserve funds are allocable to each Mortgage Loan or to the Serviced Companion Loans, provided that neither Mortgage Loan Seller shall be required to deliver any draft documents, privileged or other communications, credit underwriting, due diligence analyses or data or internal worksheets, memoranda, communications or evaluations. The Master Servicer shall hold all such documents, records and funds on behalf of the Trustee in trust for the benefit of the Certificateholders and the Pooled RR Interest Owner (and, insofar as they also relate to the Serviced Companion Loan, on behalf of and for the benefit of the applicable Companion Holder).

(e)                In connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver, and hereby represents and warrants that it has delivered, to the Custodian and the Master Servicer, on or before the Closing Date, a fully executed original counterpart of each Mortgage Loan Purchase Agreement, as in full force and effect, without amendment or modification, on the Closing Date.

(f)                 The Custodian with respect to the Serviced Whole Loans shall also hold the related Mortgage File for the use and benefit of the Companion Holders.

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(g)                The parties to this Agreement acknowledge and agree, with respect to each Mortgage Loan that is part of a Serviced Whole Loan and each Non-Serviced Mortgage Loan, that the Trust assumes the obligations and rights of the holder of such Mortgage Loan under the respective Co-Lender Agreement, any applicable Other Pooling and Servicing Agreement and any applicable Non-Serviced Pooling Agreement.

(h)                It is not intended that this Agreement create a partnership or a joint-stock association.

(i)                  Each Mortgage Loan Purchase Agreement shall provide that within sixty (60) days of the Closing Date, each Mortgage Loan Seller shall deliver or cause to be delivered the Diligence Files for each Mortgage Loan to the Depositor by uploading such Diligence Files (including, if applicable, any additional documents that the related Mortgage Loan Seller believes should be included to enable the Asset Representations Reviewer to perform an Asset Review on such Mortgage Loan; provided that such documents are clearly labeled and identified) to the Intralinks Site each such Diligence File being organized and categorized in accordance with the electronic file structure reasonably requested by the Depositor. Promptly upon completion of such delivery of the Diligence Files (but in no event later than sixty (60) days after the Closing Date), the applicable Mortgage Loan Seller shall provide to each of the Depositor, the Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Directing Holder, the Asset Representations Reviewer and the Operating Advisor, to the addresses provided herein, an officer’s certificate signed by the applicable Mortgage Loan Seller certifying that the electronic copies of the documents uploaded to the Intralinks Site constitute all documents required under the definition of “Diligence File” (the “Diligence File Certification”) and such Diligence Files are organized and categorized in accordance with the electronic file structure reasonably requested by the Depositor.

(j)                 On or before the Closing Date, the Depositor shall deliver the Initial Schedule AL File in EDGAR-Compatible Format, Initial Schedule AL Additional File in EDGAR-Compatible Format and the Annex A-1 to the Prospectus in EDGAR-Compatible Format to the Master Servicer at NoticeAdmin@midlandls.com.

(k)               Notwithstanding anything to the contrary contained in this Section 2.01 or in Section 2.02, in connection with a Servicing Shift Whole Loan, (1) instruments of assignment to the Trustee may be in blank and need not be recorded pursuant to this Agreement (other than the endorsements to the Note(s) evidencing the related Servicing Shift Mortgage Loan) until the earlier of (i) the related Servicing Shift Securitization Date, in which case such instruments shall be assigned and recorded in accordance with the related Non-Serviced Pooling Agreement, (ii) one hundred eighty (180) days following the Closing Date, and (iii) such Servicing Shift Whole Loan becoming a Specially Serviced Mortgage Loan prior to such Servicing Shift Securitization Date, in which case assignments and recordations shall be effected in accordance with this Section 2.01 until the occurrence, if any, of such Servicing Shift Securitization Date, (2) no letter of credit need be amended (including, without limitation, to change the beneficiary thereon) until the earlier of (i) the related Servicing Shift Securitization Date, in which case such amendment shall be in accordance with the related Non-Serviced Pooling Agreement, (ii) one hundred eighty (180) days following the Closing Date, and (iii) such Servicing Shift Whole Loan becoming a Specially Serviced Mortgage Loan prior to such Servicing Shift Securitization Date

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in which case such amendment shall be effected in accordance with the terms of this Section 2.01, and (3) on and following such Servicing Shift Securitization Date, the Person selling the related Servicing Shift Lead Note to the related Non-Serviced Depositor, at its own expense, shall be (a) entitled to direct in writing, via a Request for Release, which may be conclusively relied upon by the Custodian, the Custodian to deliver the originals of all the Mortgage Loan documents relating to such Servicing Shift Whole Loan in its possession (other than the original Note(s) evidencing such Servicing Shift Mortgage Loan) to the related Non-Serviced Trustee or the related Non-Serviced Custodian, (b) if the right under clause (a) is exercised, required to cause the retention by or delivery to the Custodian of photocopies of Mortgage Loan documents related to such Servicing Shift Whole Loan so delivered to such Non-Serviced Trustee or such Non-Serviced Custodian, (c) entitled to cause the completion (or, in the event of a recordation as contemplated by clause (1)(ii) of this paragraph, the preparation, execution and delivery) and recordation of instruments of assignment in the name of the related Non-Serviced Trustee or related Non-Serviced Custodian, (d) if the right under clause (c) is exercised, required to deliver to the Trustee or Custodian photocopies of any instruments of assignment so completed and recorded, and (e) entitled to require the Master Servicer to transfer, and to cooperate with all reasonable requests in connection with the transfer of, the Servicing File, and any Escrow Payments, reserve funds and items specified in clauses (9), (12), (14) and (18) of the definition of “Mortgage File” for such Servicing Shift Whole Loan to the related Non-Serviced Master Servicer.

(l)                  Notwithstanding anything to the contrary contained herein, (i) with respect to a Joint Mortgage Loan, the obligations of each of the applicable Mortgage Loan Sellers to deliver a Mortgage Note (and any related allonge or assignment) to the Custodian shall be limited to delivery of only the Mortgage Note (and any related allonge or assignment) held by such party to the Custodian. With respect to a Joint Mortgage Loan that is serviced under this Agreement, the obligations of the applicable Mortgage Loan Sellers to deliver the remaining portion of the related Mortgage File or any document required to be delivered with respect thereto shall be joint and several, provided that either of the applicable Mortgage Loan Sellers may deliver one Mortgage File or one of any other document required to be delivered with respect to such Mortgage Loan hereunder and such delivery shall satisfy such delivery requirements for each of the applicable Mortgage Loan Sellers.

Section 2.02          Acceptance by Trustee. (a) The Trustee, by its execution and delivery of this Agreement, hereby accepts receipt, directly or through the Custodian on its behalf, of (i) the Mortgage Loans and the Trust Subordinate Companion Loans and all documents delivered to it that constitute portions of the related Mortgage Files (to the extent such documents constituting the Mortgage Files are actually delivered to the Trustee or Custodian) and (ii) all other assets delivered to it and included in the Trust Fund, in good faith and without notice of any adverse claim, and declares that it or the Custodian on its behalf holds and will hold such documents and any other documents subsequently received by it that constitute portions of the Mortgage Files, and that the Custodian on behalf of the Trustee holds and will hold the Mortgage Loans and the Trust Subordinate Companion Loans and such other assets, together with any other assets subsequently delivered to it that are to be included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders and the Pooled RR Interest Owner and, if applicable, the Companion Holders pursuant to Section 2.01(f). With respect to each Serviced Whole Loan, the Custodian shall also hold the

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portion of such Mortgage File that relates to the Companion Loan in such Serviced Whole Loan in trust for the use and benefit of the related Companion Holder. In connection with the foregoing, the Custodian hereby certifies to each of the other parties hereto, each Mortgage Loan Seller, each Underwriter and each Initial Purchaser that, as to each Mortgage Loan and Trust Subordinate Companion Loan, (i) all documents specified in clause (1) of the definition of “Mortgage File” are in its possession or the possession of the Custodian on its behalf, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit, the copy of such Note) received by it or the Custodian with respect to such Mortgage Loan has been reviewed by it or by the Custodian on its behalf and (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Mortgagor), (B) appears to have been executed (where appropriate) and (C) purports to relate to such Mortgage Loan or Trust Subordinate Companion Loan.

(b)               On or about the 60th day following the Closing Date (and, if any exceptions are noted, again on or about the 90th day following the Closing Date and monthly thereafter until the earliest of (i) the second anniversary of the Closing Date, (ii) the day on which all material exceptions have been removed and (iii) the day on which a Mortgage Loan Seller has repurchased or substituted for the last affected Mortgage Loan or Trust Subordinate Companion Loan), the Custodian shall review the documents delivered to it with respect to each Mortgage Loan and Trust Subordinate Companion Loan, and the Custodian shall, subject to Section 2.01(c), Section 2.02(c) and Section 2.02(d) of this Agreement and the terms of the related Mortgage Loan Purchase Agreement, certify in writing (substantially in the form of Exhibit Q to this Agreement) to each of the other parties hereto, each Mortgage Loan Seller, each Underwriter and each Initial Purchaser (and upon request, in the case of a Serviced Whole Loan, to the related Companion Holder) that, as to each Mortgage Loan and Trust Subordinate Companion Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) all documents specified in clauses (1), (2), (3), (4) (other than with respect to the Non-Serviced Mortgage Loans), (5), (7), (14) and (21) (for any Mortgage Loan that is part of a Whole Loan) of the definition of “Mortgage File” are in its possession or the applicable Mortgage Loan Seller has otherwise satisfied the delivery requirements in accordance with the related Mortgage Loan Purchase Agreement; (ii) the recordation/filing contemplated by Section 2.01(c) of this Agreement has been completed (based solely on receipt by the Custodian of the particular recorded/filed documents); (iii) all documents received by the Custodian with respect to such Mortgage Loan and Trust Subordinate Companion Loan have been reviewed by the Custodian on its behalf and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Mortgagor), (B) appear to have been executed (where appropriate) and (C) purport to relate to such Mortgage Loan and Trust Subordinate Companion Loan; and (iv) based on the examinations referred to in Section 2.02(a) of this Agreement and this Section 2.02(b) and only as to the foregoing documents (together with any loan agreement that has been delivered by the related Mortgage Loan Seller), the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iii), (v) and (vii)(c) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the Mortgage File. With respect to the items listed in clauses (2), (3), (4) and (6) of the definition of “Mortgage File” if the original of such document is not in the Custodian’s possession because it has not been returned from the applicable recording office, then the Custodian’s certification prepared pursuant to this Section 2.02(b) should indicate the absence of such original. If the

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Custodian’s obligation to deliver the certifications contemplated in this subsection terminates because two years have elapsed since the Closing Date, the Custodian shall deliver a comparable certification to any party hereto, the Companion Holder and any Underwriter and any Initial Purchaser on request.

(c)                It is acknowledged that none of the Trustee, the Master Servicer, the applicable Special Servicer, the Certificate Administrator or the Custodian is under any duty or obligation to inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, none of the Trustee, the Master Servicer, the applicable Special Servicer, the Certificate Administrator or the Custodian shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction.

(d)               It is understood that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming that the documents specified in clauses (1), (2), (3), (4) (other than with respect to the Non-Serviced Mortgage Loans), (5), (7), (14) and (21) (for any Mortgage Loan that is part of a Whole Loan) of the definition of “Mortgage File” have been received, appear regular on their face and such additional information as will be necessary for delivering the certifications required by Sections 2.02(a) and 2.02(b) of this Agreement.

(e)                If, after the Closing Date, the Depositor comes into possession of any documents or records that constitute part of the Mortgage File or Servicing File for any Mortgage Loan or Trust Subordinate Companion Loan, the Depositor shall promptly deliver such document to the Custodian with a copy to the Master Servicer (if it constitutes part of the Servicing File).

Section 2.03          Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans and the Trust Subordinate Companion Loans for Defects in Mortgage Files and Breaches of Representations and Warranties. (a)  The Depositor hereby represents and warrants that:

(i)           The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification (except where the failure to qualify would not have a materially adverse effect on the consummation of any transactions contemplated by this Agreement); the Depositor has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby, including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans and the Trust Subordinate Companion Loans in accordance with this Agreement; the Depositor has duly authorized

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the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;

(ii)          Assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and, as to any rights of indemnification hereunder, by considerations of public policy;

(iii)         Neither the execution and delivery by the Depositor of this Agreement nor the compliance by the Depositor with the provisions hereof, nor the consummation by the Depositor of the transactions contemplated by this Agreement, will (A) conflict with or result in a breach of, or constitute a default under, the certificate of incorporation or by-laws of the Depositor or, after giving effect to the consents or taking of the actions contemplated by clause (B) of this paragraph (iii), any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties, or any of the provisions of any indenture or agreement or other instrument to which the Depositor is a party or by which it is bound or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument or (B) require any consent of, notice to, or filing with any person, entity or governmental body, which has not been obtained or made by the Depositor, except where, in any of the instances contemplated by clause (A) above or this clause (B), the failure to do so will not have a material and adverse effect on the consummation of any transactions contemplated by this Agreement;

(iv)         There is no litigation, charge, investigation, action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor in any court or by or before any other governmental agency or instrumentality the outcome of which could be reasonably expected to materially and adversely affect the validity of the Mortgage Loans or the Trust Subordinate Companion Loans or the ability of the Depositor to carry out the transactions contemplated by this Agreement;

(v)         The Depositor is not transferring the Mortgage Loans and the Trust Subordinate Companion Loans to the Trustee with any intent to hinder, delay or defraud its present or future creditors;

(vi)         No proceedings looking toward merger, liquidation, dissolution or bankruptcy of the Depositor are pending or contemplated;

(vii)        Immediately prior to the transfer of the Mortgage Loans and the Trust Subordinate Companion Loans to the Trustee for the benefit of the Certificateholders and the Pooled RR Interest Owner pursuant to this Agreement, the Depositor had such right, title and interest in and to each Mortgage Loan and Trust Subordinate Companion Loan

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as was transferred to it by each Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement;

(viii)       The Depositor has not transferred any of its right, title and interest in and to the Mortgage Loans and the Trust Subordinate Companion Loans (as such was transferred to it by each Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement) to any Person other than the Trustee; and

(ix)         The Depositor is transferring all of its right, title and interest in and to the Mortgage Loans and the Trust Subordinate Companion Loans (as such was transferred to it by each Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement) to the Trustee for the benefit of the Certificateholders and the Pooled RR Interest Owner free and clear of any and all liens, pledges, charges, security interests and other encumbrances created by or through the Depositor.

(b)                If the Depositor, the Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor (solely in its capacity as operating advisor) discovers (without implying any duty of such Person to make, or to attempt to make, such a discovery) or receives notice alleging (A) that any document required to be included by (or on behalf of) the related Mortgage Loan Seller and constituting a part of a Mortgage File has not been properly executed, is missing, contains information that does not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule, or does not appear to be regular on its face (each, a “Document Defect”) or (B) a breach of any representation or warranty of a Mortgage Loan Seller made pursuant to Section 6(d) of the related Mortgage Loan Purchase Agreement with respect to any Mortgage Loan or Trust Subordinate Companion Loan (a “Breach”), then such Person shall give prompt written notice thereof to the related Mortgage Loan Seller, the Directing Holder (prior to the occurrence and continuance of a Consultation Termination Event), the other parties hereto, any related Companion Holder (if applicable) and, subject to Section 13.10 of this Agreement, each of the Rating Agencies (to the extent notice has not previously been delivered to such Persons pursuant to this sentence). If any such Document Defect or Breach materially and adversely affects, or any such Document Defect is deemed in accordance with Section 2.03(c) of this Agreement to materially and adversely affect, the value of the related Mortgage Loan or Trust Subordinate Companion Loan (or any related REO Property) or the interests of the Trustee or the Certificateholders and the Pooled RR Interest Owner therein or causes any Mortgage Loan (and/or any Trust Subordinate Companion Loan, as the case may be) to fail to be a Qualified Mortgage, then such Document Defect shall constitute a “Material Document Defect” or such Breach shall constitute a “Material Breach”; and a Material Breach and/or a Material Document Defect, as the case may be, shall constitute a “Material Defect”, as the case may be. The Master Servicer (with respect to Non-Specially Serviced Mortgage Loans) or the applicable Special Servicer (with respect to Specially Serviced Mortgage Loans) shall determine, with respect to any affected Mortgage Loan, REO Loan or Trust Subordinate Companion Loan, as applicable, whether a Document Defect or a Breach is a Material Defect. The Master Servicer or the applicable Special Servicer may (but will not be obligated to) consult with the Master Servicer or the applicable Special Servicer regarding any determination of a Material Defect for a Non-Specially Serviced Mortgage Loan. If such Document Defect or Breach has been determined to be a Material Defect then the Master Servicer or the applicable Special Servicer that made such

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determination shall give prompt written notice thereof to the applicable Mortgage Loan Seller, the other parties hereto and (for so long as no Consultation Termination Event is continuing) the Directing Holder. Promptly upon becoming aware of any Material Defect (including through a written notice given by any party to this Agreement), the Master Servicer (if the related Mortgage Loan is a Non-Specially Serviced Mortgage Loan) or applicable Special Servicer (if the related Mortgage Loan is a Specially Serviced Mortgage Loan), as applicable, shall require the related Mortgage Loan Seller, not later than ninety (90) days from the earlier of (a) the earlier of such Mortgage Loan Seller’s discovery or receipt of notice of, and receipt of a demand to take action with respect to, such Material Defect, or (b) in the case of a Material Defect relating to a Mortgage Loan not being a Qualified Mortgage, any party’s discovery of such Material Defect (such 90-day period, the “Initial Cure Period”), to (i) cure such Material Defect in all material respects (which cure shall include payment of losses and any additional Trust Fund expenses associated therewith, including the amount of any fees and reimbursable expenses of the Asset Representations Reviewer attributable to the Asset Review of such Mortgage Loan) (ii) Repurchase the affected Mortgage Loan or REO Loan (or the Trust’s interest therein with respect to any Mortgage Loan that is part of a Whole Loan) (or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) at the applicable Purchase Price by wire transfer of immediately available funds to the Collection Account or (iii) substitute a Qualified Substitute Mortgage Loan (other than with respect to the related Whole Loans, for which no substitution shall be permitted) for such affected Mortgage Loan (provided that in no event shall any such substitution occur later than the second anniversary of the Closing Date) and pay the Master Servicer for deposit into the Collection Account, any Substitution Shortfall Amount in connection therewith, all in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement; provided that the related Mortgage Loan Seller shall not repurchase the SOMA Teleco Office Trust Subordinate Companion Loan or the Amazon Seattle Trust Subordinate Companion Loan without repurchasing the SOMA Teleco Office Mortgage Loan or the Amazon Seattle Mortgage Loan, as applicable; provided, however, that if (i) such Material Defect is capable of being cured but not within such Initial Cure Period, (ii) such Material Defect is not related to any Mortgage Loan’s not being a Qualified Mortgage and (iii) the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Defect within such Initial Cure Period, then such Mortgage Loan Seller shall have an additional ninety (90) days (such additional ninety (90) day period, the “Extended Cure Period”) to complete such cure or, in the event of a failure to so cure, to complete such Repurchase or substitution (it being understood and agreed that, in connection with such Mortgage Loan Seller’s receiving such Extended Cure Period, such Mortgage Loan Seller shall deliver an Officer’s Certificate to the Trustee, the Master Servicer, the applicable Special Servicer, the Operating Advisor and the Certificate Administrator setting forth the reasons such Material Defect was not cured within the Initial Cure Period and what actions the related Mortgage Loan Seller is pursuing in connection with the cure of such Material Defect and stating that such Mortgage Loan Seller anticipates that such Material Defect will be cured within such Extended Cure Period); and provided, further, that, if any such Material Defect is still not cured after the Initial Cure Period and any such Extended Cure Period solely due to the failure of the related Mortgage Loan Seller to have received the recorded document, then such Mortgage Loan Seller shall be entitled to continue to defer its cure, repurchase or substitution obligations in respect of such Document Defect so long as the related Mortgage Loan Seller certifies to the Trustee, the Master Servicer, the applicable Special Servicer, the

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Operating Advisor and the Certificate Administrator every thirty (30) days thereafter that the Document Defect is still in effect solely because of its failure to have received the recorded document and that the related Mortgage Loan Seller is diligently pursuing the cure of such defect (specifying the actions being taken), except that no such deferral of cure, repurchase or substitution may continue beyond the date that is eighteen (18) months following the Closing Date. If the affected Mortgage Loan or Trust Subordinate Companion Loan is to be repurchased, the Master Servicer shall designate the Collection Account as the account to which funds in the amount of the Purchase Price are to be wired. If the affected Mortgage Loan is to be substituted for, the Master Servicer shall designate the Collection Account as the account to which funds in the amount of the Substitution Shortfall Amount are to be wired. Any such Repurchase or substitution of a Mortgage Loan or Trust Subordinate Companion Loan shall be on a whole loan, servicing released basis. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution, and Periodic Payments due with respect to each Mortgage Loan or Trust Subordinate Companion Loan being repurchased or replaced, and received by the Master Servicer or the applicable Special Servicer on behalf of the Trust, after the related Cut-off Date through, but not including, the related date of Repurchase or substitution, shall be part of the Trust Fund. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution, and Periodic Payments due with respect to each Mortgage Loan or Trust Subordinate Companion Loan being repurchased or replaced and received by the Master Servicer or the applicable Special Servicer on behalf of the Trust after the related date of Repurchase or substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer to the applicable Mortgage Loan Seller effecting the related Repurchase or substitution within two (2) Business Days following receipt of properly identified and available funds constituting such Periodic Payment. From and after the date of substitution, each Qualified Substitute Mortgage Loan, if any, that has been substituted shall be deemed to constitute a “Mortgage Loan” hereunder for all purposes. Notwithstanding the foregoing, if a Mortgage Loan is not secured by a Mortgaged Property that is, in whole or in part, a hotel, restaurant (operated by a Mortgagor), healthcare facility, nursing home, assisted living facility, theatre or fitness center (operated by a Mortgagor), then the failure to deliver to the Custodian copies of the UCC Financing Statements with respect to such Mortgage Loan shall not be a Material Defect.

If a Mortgage Loan Seller, in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage Loan or Trust Subordinate Companion Loan, makes a cash payment pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller and the applicable Special Servicer on behalf of the Trust (and in each case, with respect to any Mortgage Loan or Trust Subordinate Companion Loan other than an applicable Excluded Loan or a Servicing Shift Mortgage Loan, with the consent of the Directing Holder if no Control Termination Event is continuing) (each such payment, a “Loss of Value Payment”) with respect to such Mortgage Loan or Trust Subordinate Companion Loan, the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied in accordance with Section 3.05(f) of this Agreement. The applicable Special Servicer shall determine the amount of any applicable Loss of Value Payment (with the consent of the Directing Holder in respect of any Mortgage Loan or Trust Subordinate Companion Loan that is not an applicable Excluded Loan and for so long as no Control Termination Event is continuing) and, in the case of any Repurchase Request with respect to Non-Specially Serviced Mortgage Loans prior to the occurrence of a Resolution Failure, shall communicate such amount to the

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Master Servicer for its enforcement action with the applicable Mortgage Loan Seller. In connection with any such determination with respect to any Non-Specially Serviced Mortgage Loan, the Master Servicer shall promptly provide the applicable Special Servicer but in any event within the time frame and in the manner provided in Section 3.19, with the Servicing File and all information, documents and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to such Non-Specially Serviced Mortgage Loan and, if applicable, the related Serviced Companion Loan, either in the Master Servicer’s possession or otherwise reasonably available to the Master Servicer without undue burden or expense, and reasonably requested by the applicable Special Servicer to the extent set forth in Section 3.19 in order to permit the applicable Special Servicer to calculate the Loss of Value Payment as set forth in this Section 2.03(b). The Loss of Value Payment shall include the portion of any Liquidation Fees payable to the applicable Special Servicer in respect of such Loss of Value Payment and the portion of fees and reimbursable expenses of the Asset Representations Reviewer attributable to the Asset Review of such Mortgage Loan (or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof). If such Loss of Value Payment is made, the Loss of Value Payment shall serve as the sole remedy available to the Certificateholders, the Pooled RR Interest Owner and the Trustee on their behalf regarding any such Material Defect in lieu of any obligation of a Mortgage Loan Seller to otherwise cure such Material Defect or repurchase or substitute for the affected Mortgage Loan or Trust Subordinate Companion Loan based on such Material Defect under any circumstances. This paragraph is intended to apply only to a mutual agreement or settlement between each Mortgage Loan Seller and the Master Servicer (in the case of Non-Specially Serviced Mortgage Loans) or the applicable Special Servicer (in the case of Specially Serviced Mortgage Loans) on behalf of the Trust, provided that (i) prior to any such agreement or settlement nothing in this paragraph shall preclude a Mortgage Loan Seller, the Master Servicer or the applicable Special Servicer, from exercising any of its rights related to a Material Defect in the manner and timing set forth in the related Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase or substitute for such Mortgage Loan or Trust Subordinate Companion Loan), (ii) such Loss of Value Payment shall not be greater than the Purchase Price of the affected Mortgage Loan; and (iii) a Material Defect as a result of a Mortgage Loan or Trust Subordinate Companion Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment.

The cure, repurchase and substitution obligations or the obligation to pay the Loss of Value Payment described herein will constitute the sole remedy available to the Certificateholders and the Pooled RR Interest Owner in connection with a Material Breach of any representation or warranty or a Material Document Defect with respect to any Mortgage Loan or Trust Subordinate Companion Loan. None of the Depositor, the Underwriters, the Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator or any other person will be obligated to repurchase or replace any affected Mortgage Loan or Trust Subordinate Companion Loan or make a Loss of Value Payment in connection with a Breach of any of the representations and warranties or a Document Defect if a Mortgage Loan Seller defaults on its obligations to do so.

If the applicable Special Servicer or the Depositor receives (i) a Repurchase Communication of a request or demand for repurchase or replacement of any Mortgage Loan or Trust Subordinate Companion Loan alleging a Document Defect or Breach (any such request or

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demand, a “15Ga-1 Repurchase Request”) or (ii) a Repurchase Communication of a withdrawal of a 15Ga-1 Repurchase Request of which notice has been previously received or given and which withdrawal is by the Person making such Repurchase Request (a “Repurchase Request Withdrawal”), such party shall give written notice of such Repurchase Request Withdrawal to the related Mortgage Loan Seller, the other parties hereto, the Directing Holder (prior to the occurrence and continuance of a Consultation Termination Event), any Companion Holder (if applicable) and, subject to Section 13.10 of this Agreement, each of the Rating Agencies (to the extent notice has not previously been delivered to such Persons pursuant to this sentence). If the applicable Special Servicer receives a Repurchase Communication that any Mortgage Loan (or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) or Trust Subordinate Companion Loan that was subject of a 15Ga-1 Repurchase Request has been repurchased or replaced (a “Repurchase”), or that such 15Ga-1 Repurchase Request has been rejected (a “Repurchase Request Rejection”), then the applicable Special Servicer shall (in accordance with the following paragraph) give written notice of such Repurchase or Repurchase Request Rejection to the Depositor, the applicable Mortgage Loan Seller unless it is the entity that has repurchased or replaced the subject Mortgage Loan or rejected such 15Ga-1 Repurchase Request, and unless it is the party that notified the applicable Special Servicer thereof, the Certificate Administrator and the Trustee.

Each notice of a 15Ga-1 Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection required to be given by a party pursuant to this Section 2.03(b) (each, a “15Ga-1 Notice”) shall be given no later than ten (10) Business Days after receipt of a Repurchase Communication of such 15Ga-1 Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, as applicable, and shall include (i) the identity of the related Mortgage Loan, (ii) the date that the Repurchase Communication regarding the 15Ga-1 Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection was received, as applicable, (iii) if known, the basis for the 15Ga-1 Repurchase Request (as asserted in the 15Ga-1 Repurchase Request) and (iv) in the case of 15Ga-1 Notices provided by the applicable Special Servicer with respect to a 15Ga-1 Repurchase Request, a statement as to whether the applicable Special Servicer currently plans to pursue such 15Ga-1 Repurchase Request.

If the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Custodian receives a Repurchase Communication of a 15Ga-1 Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection, then such party shall promptly forward such Repurchase Communication of such 15Ga-1 Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection to the applicable Special Servicer (with respect to any Mortgage Loan or REO Loan) and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Holder, and include the following statement in the related correspondence: “This is a Repurchase Communication regarding [a “15Ga-1 Repurchase Request”] [a “Repurchase Request Withdrawal”] [a “Repurchase”] [a “Repurchase Request Rejection”] under Section 2.03(b) of the Pooling and Servicing Agreement relating to the Benchmark 2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25, requiring action by you as the recipient of such [15Ga-1 Repurchase Request] [Repurchase Request Withdrawal] [Repurchase] [Repurchase Request Rejection] thereunder”. Upon receipt of any Repurchase Communication of a 15Ga-1 Repurchase Request, Repurchase

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Request Withdrawal, Repurchase or Repurchase Request Rejection by the applicable Special Servicer pursuant to the foregoing provisions of this paragraph, the applicable Special Servicer shall be deemed to be the recipient of such Repurchase Communication of such 15Ga-1 Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, and the applicable Special Servicer shall comply with the notice procedures set forth in the preceding paragraphs of this Section 2.03(b) with respect to such Repurchase Communication of such 15Ga-1 Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection.

No Person that is required to provide a 15Ga-1 Notice pursuant to this Section 2.03(b) (a “15Ga-1 Notice Provider”) shall be required to provide any information in a 15Ga-1 Notice protected by the attorney-client privilege or attorney work product doctrines. Each Mortgage Loan Purchase Agreement will provide that (i) any 15Ga-1 Notice provided pursuant to this Section 2.03(b) is so provided only to assist the applicable Mortgage Loan Seller, the Depositor and their respective Affiliates to comply with Rule 15Ga-1, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii)(A) no action taken by, or inaction of, a 15Ga-1 Notice Provider and (B) no information provided pursuant to this Section 2.03(b) by a 15Ga-1 Notice Provider in a 15Ga-1 Notice shall be deemed to constitute a waiver or defense to the exercise of any legal right the 15Ga-1 Notice Provider may have with respect to any Mortgage Loan Purchase Agreement, including with respect to any 15Ga-1 Repurchase Request that is the subject of a 15Ga-1 Notice.

On or before the Closing Date, the Depositor shall deliver to the Master Servicer a copy of each Mortgage Loan Purchase Agreement, which the Master Servicer shall provide to each Sub-Servicer.

The Depositor shall cause each Mortgage Loan Purchase Agreement to require the applicable Mortgage Loan Seller, within 10 Business Days following the Closing Date or otherwise upon request, to deliver one (1) PDF and one (1) original of a power of attorney substantially in the form to the applicable Mortgage Loan Purchase Agreement to the Master Servicer and each Special Servicer, that permits such parties to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. Pursuant to each Mortgage Loan Purchase Agreement, the related Mortgage Loan Seller will be required to effect (at such Mortgage Loan Seller’s expense) the assignment and recordation of its respective Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

With respect to each Non-Serviced Mortgage Loan, the parties to this Agreement agree that if a “material document defect” exists with respect to a Non-Serviced Companion Loan under the Non-Serviced Pooling Agreement and a Mortgage Loan Seller (or other responsible repurchasing entity) repurchases the related Companion Loan pursuant to the Non-Serviced Pooling Agreement, such Mortgage Loan Seller shall also Repurchase such Non-Serviced Mortgage Loan; provided, however, that such repurchase obligation does not apply to any “material document defect” related solely to the promissory note for such Companion Loan.

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(c)                Subject to the applicable Mortgage Loan Seller’s right to cure as contemplated in this Section 2.03, and further subject to Section 2.01(b) and Section 2.01(c) of this Agreement, failure of such Mortgage Loan Seller to deliver the documents referred to in clauses (1), (2), (7), (8), (18) and (19) in the definition of “Mortgage File” in accordance with this Agreement and the related Mortgage Loan Purchase Agreement for any Mortgage Loan or Trust Subordinate Companion Loan shall be deemed a Material Document Defect; provided, however, that no Document Defect (except a deemed Material Document Defect described above) shall be considered to be a Material Document Defect unless the document with respect to which the Document Defect exists is required in connection with an imminent enforcement of the lender’s rights or remedies under the related Mortgage Loan or Trust Subordinate Companion Loan, defending any claim asserted by any Mortgagor or third party with respect to the Mortgage Loan or Trust Subordinate Companion Loan, establishing the validity or priority of any lien on any collateral securing the Mortgage or for any immediate significant servicing obligation.

(d)               In connection with any Repurchase of, or substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan or Trust Subordinate Companion Loan pursuant to this Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the applicable Special Servicer shall each tender to the applicable Mortgage Loan Seller, upon delivery to each of them of a receipt executed by such Mortgage Loan Seller evidencing such Repurchase or substitution, all portions of the Mortgage File and other documents (including, without limitation, the Servicing File), and all escrows and reserve funds, pertaining to such Mortgage Loan or Trust Subordinate Companion Loan possessed by it, and each document that constitutes a part of the Mortgage File shall be endorsed or assigned to the extent necessary or appropriate to the applicable Mortgage Loan Seller or its designee in the same manner, but only if the respective documents have been previously assigned or endorsed to the Trustee, and pursuant to appropriate forms of assignment, substantially similar to the manner and forms pursuant to which such documents were previously assigned to the Trustee on behalf of the Trust or as otherwise reasonably requested to effect the retransfer and reconveyance of the Mortgage Loan or Trust Subordinate Companion Loan and the security thereof to the related Mortgage Loan Seller or its designee; provided that such tender by the Trustee and the Custodian shall be conditioned upon its receipt (and such receipt shall be deemed to be the Master Servicer’s direction to the Trustee and the Custodian to) from the Master Servicer of a Request for Release and an Officer’s Certificate to the effect that the requirements for repurchase or substitution have been satisfied. The Master Servicer shall, and is hereby authorized and empowered by the Trustee to, prepare, execute and deliver in its own name, on behalf of the Certificateholders, the Pooled RR Interest Owner and the Trustee or any of them, the endorsements and assignments contemplated by this Section 2.03(d), and such other instruments as may be necessary or appropriate to transfer title to an REO Property (including with respect to the Non-Serviced Mortgage Loans) in connection with the Repurchase of, or substitution for, an REO Loan and the Trustee shall execute and deliver any powers of attorney necessary to permit the Master Servicer to do so; provided, however, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or any of its agents or Subcontractors. The parties to this Agreement acknowledge that each Mortgage Loan Purchase Agreement provides that in the event a Qualified Substitute Mortgage Loan or Trust Subordinate Companion Loan is substituted for a Mortgage Loan by the related Mortgage Loan Seller as contemplated by this Section 2.03, such Mortgage Loan Seller will be required to deliver to the

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Custodian the Mortgage File and to the Master Servicer all Escrow Payments and reserve funds pertaining to such Qualified Substitute Mortgage Loan possessed by it and a certification to the effect that such Qualified Substitute Mortgage Loan satisfies all of the requirements of the definition of “Qualified Substitute Mortgage Loan” in this Agreement.

(e)                Each Mortgage Loan Purchase Agreement provides the sole remedies available to the Certificateholders, the Pooled RR Interest Owner, or the Certificate Administrator or the Trustee on behalf of the Certificateholders and the Pooled RR Interest Owner, respecting any Document Defect or Breach with respect to any Mortgage Loan or Trust Subordinate Companion Loan.

(f)                 If (i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this Section 2.03 and (ii) the applicable Material Defect does not constitute a Material Defect, as to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group (without regard to this paragraph), then the applicable Material Defect shall be deemed to constitute a Material Defect or Breach as to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group for purposes of this paragraph, and the related Mortgage Loan Seller will be required to repurchase or substitute for such other Crossed Underlying Loan(s) in the related Crossed Mortgage Loan Group as provided in Section 2.03(b) unless such other Crossed Underlying Loans satisfy the Crossed Underlying Loan Repurchase Criteria. In the event that the remaining Crossed Underlying Loans in such Crossed Mortgage Loan Group satisfy the aforementioned criteria, the applicable Mortgage Loan Seller may elect either to repurchase or substitute for only the affected Crossed Underlying Loan(s) as to which the related Material Defect exists or to repurchase or substitute for all of the Crossed Underlying Loans in the related Crossed Mortgage Loan Group. Any reserve or other cash collateral or letters of credit securing the Crossed Underlying Loans shall be allocated among the related Crossed Underlying Loans in accordance with the related Mortgage Loan documents or otherwise on a pro rata basis based upon their outstanding Stated Principal Balances. Except as provided in this Section 2.03(f) and Section 2.03(g), all other terms of the related Mortgage Loans shall remain in full force and effect without any modification thereof.

(g)                Notwithstanding the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed Underlying Loans, the Depositor may cause the related Mortgage Loan Seller to repurchase only that Crossed Underlying Loan required to be repurchased pursuant to this Section 2.03, pursuant to the partial release provisions of the related Mortgage; provided, however, that (i) the remaining related Crossed Underlying Loan(s) fully comply with the terms and conditions of the related Mortgage, this Agreement and the related Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase Criteria, (ii) in connection with such partial release, the related Mortgage Loan Seller obtains an Opinion of Counsel (at such Mortgage Loan Seller’s expense) to the effect that the contemplated action will not cause an Adverse REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code or the imposition of tax on any of such REMICs, the Grantor Trust or the Trust and (iii) in connection with such partial release, the related Mortgage Loan Seller delivers or causes to be delivered to the Custodian original modifications to the Mortgage prepared and executed in connection with such partial release.

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(h)                With respect to any Crossed Underlying Loan, to the extent that the applicable Mortgage Loan Seller is required to repurchase or substitute for such Crossed Underlying Loan in the manner prescribed in Section 2.03(b) while the Trustee continues to hold any other Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the applicable Mortgage Loan Seller and the Master Servicer or, with respect to a Specially Serviced Mortgage Loan, the applicable Special Servicer, on behalf of the Trustee, as assignee of the Depositor, shall, as set forth in the applicable Mortgage Loan Purchase Agreement, forbear from enforcing any remedies against the other’s Primary Collateral but each will be permitted to exercise remedies against the Primary Collateral securing its respective related Mortgage Loans, including with respect to the Trustee, the Primary Collateral securing the Mortgage Loans still held by the Trustee, so long as such exercise does not materially impair the ability of the other party to exercise its remedies against its Primary Collateral. If the exercise of the remedies by one party would materially impair the ability of the other party to exercise its remedies with respect to the Primary Collateral securing the Crossed Underlying Loans held by such party, then both parties have agreed in the applicable Mortgage Loan Purchase Agreement to forbear from exercising such remedies until the related Mortgage Loan documents evidencing and securing the relevant Mortgage Loan can be modified in a manner that complies with the related Mortgage Loan Purchase Agreement to remove the threat of material impairment as a result of the exercise of remedies.

(i)                 (i) In the event an Initial Requesting Holder delivers a written request to the Depositor, the Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, the Operating Advisor (solely in its capacity as the Operating Advisor) or the Custodian that a Mortgage Loan or Trust Subordinate Companion Loan be repurchased by a Mortgage Loan Seller alleging the existence of a Material Defect with respect to such Mortgage Loan or Trust Subordinate Companion Loan and setting forth the basis for such allegation (an “Owner Repurchase Request”), such party shall promptly forward that Owner Repurchase Request to the Master Servicer and the applicable Special Servicer. The Enforcing Servicer, shall then promptly forward that Owner Repurchase Request to the related Mortgage Loan Seller and each other party to this Agreement and take the actions required under Section 2.03(j). Subject to Section 2.03(j), the Enforcing Servicer shall be the Enforcing Party with respect to the Owner Repurchase Request. If a Resolution Failure occurs with respect to the Owner Repurchase Request, the provisions described in Section 2.03(j)(i) shall apply.

(ii)          In the event that the Depositor, the Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor (solely in its capacity as Operating Advisor) has knowledge of a Material Defect with respect to a Mortgage Loan or Trust Subordinate Companion Loan, that party shall deliver prompt written notice of such Material Defect to each other party to this Agreement, identifying the applicable Mortgage Loan or Trust Subordinate Companion Loan and setting forth the basis for such allegation (a “PSA Party Repurchase Request”, and each of an Owner Repurchase Request or a PSA Party Repurchase Request, a “Repurchase Request”), and the Enforcing Servicer shall promptly forward such PSA Party Repurchase Request to the related Mortgage Loan Seller. Subject to Section 2.03(j), the Enforcing Servicer shall be the Enforcing Party with respect to the PSA Party Repurchase Request. If a Resolution Failure occurs with respect to the PSA Party Repurchase Request, the provisions described below under Section 2.03(j) shall apply.

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(iii)         In the event the Repurchase Request is not Resolved within one hundred eighty (180) days after the applicable Mortgage Loan Seller receives the Repurchase Request (a “Resolution Failure”), the provisions described in Section 2.03(j) shall apply. Receipt of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request is sent to the related Mortgage Loan Seller.

(iv)         Within two (2) Business Days after a Resolution Failure occurs with respect to a Repurchase Request made by any Person other than the applicable Special Servicer, the Controlling Class Representative or a Controlling Class Certificateholder relating to a Non-Specially Serviced Mortgage Loan, the Master Servicer shall send a written notice (a “Master Servicer Proposed Course of Action Notice”) to the applicable Special Servicer, indicating the Master Servicer’s analysis and recommended course of action with respect to such Repurchase Request. The Master Servicer shall also deliver to the applicable Special Servicer the Servicing File and all information, documents and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to such Non-Specially Serviced Mortgage Loan and, if applicable, the related Serviced Companion Loan, either in the Master Servicer’s possession or otherwise reasonably available to the Master Servicer without undue burden or expense, and reasonably requested by the applicable Special Servicer to enable it to assume its duties hereunder to the extent set forth in this Agreement for such Non-Specially Serviced Mortgage Loan. Upon receipt of such Master Servicer Proposed Course of Action Notice and such Servicing File, information, documents and records, the applicable Special Servicer shall become the Enforcing Servicer with respect to such Repurchase Request.

(j)                 (i) After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan or Trust Subordinate Companion Loan (whether the Repurchase Request was initiated by an Initial Requesting Holder or by a party to this Agreement), the Enforcing Servicer shall send a notice (a “Proposed Course of Action Notice”) to the Initial Requesting Holder, if any, at the address specified in the Initial Requesting Holder’s Repurchase Request, and to the Certificate Administrator. The Certificate Administrator shall make the Proposed Course of Action Notice available to all other Certificateholders and Certificate Owners and the Pooled RR Interest Owner, by posting such notice on the Certificate Administrator’s Website, indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase Request (the “Proposed Course of Action”). If the Master Servicer is the Enforcing Servicer, the Master Servicer may (but shall not be obligated to) consult with the applicable Special Servicer and (for so long as no Consultation Termination Event has occurred) the Directing Holder regarding any Proposed Course of Action. The Proposed Course of Action Notice shall include (a) a request to the Certificateholders to indicate their agreement with or dissent from such Proposed Course of Action by clearly marking “agree” or “disagree” to the Proposed Course of Action on such notice within thirty (30) days after the date of such notice and a disclaimer that responses received after such thirty (30) day period will not be taken into consideration, (b) a statement that if any Certificateholder disagrees with the Proposed Course of Action, the Enforcing Servicer (either as the Enforcing Party or as the Enforcing Servicer in circumstances where a Certificateholder is acting as the Enforcing Party) shall be compelled to follow (either as the Enforcing Party or as the Enforcing Servicer in circumstances where a Certificateholder is acting as the Enforcing Party) the course of action agreed to and/or proposed

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by the majority, by Certificate Balance, of the responding Certificateholders that involves referring the matter to mediation or arbitration, as the case may be, in accordance with the procedures described below relating to the delivery of the Preliminary Dispute Resolution Election Notices and Final Dispute Resolution Election Notices, (c) a statement that responding Certificateholders will be required to certify their holdings in connection with such response, (d) a statement that only responses clearly marked “agree” or “disagree” with such Proposed Course of Action will be taken into consideration and (e) instructions for responding Certificateholders to send their responses to the Enforcing Servicer and the Certificate Administrator. Within three (3) Business Days after the expiration of the thirty (30) day response period, the Certificate Administrator shall tabulate the responses received from the Certificateholders and share the results with the Enforcing Servicer. The Certificate Administrator shall only count responses timely received that clearly indicate agreement or dissent with the related Proposed Course of Action and additional verbiage or qualifying language shall not be taken into consideration for purposes of determining whether the applicable Certificateholder agrees or disagrees with the Proposed Course of Action. The Certificate Administrator shall be under no obligation to answer any questions from Certificateholders regarding such Proposed Course of Action. For the avoidance of doubt, the Certificate Administrator’s obligations in connection with this Section 2.03(j) shall be limited solely to tabulating Certificateholder responses of “agree” or “disagree” to the Proposed Course of Action, and such obligation shall not be construed to impose any enforcement obligation on the Certificate Administrator. The Enforcing Servicer may conclusively rely (without investigation) on the Certificate Administrator’s tabulation of the majority, by Certificate Balance, of the responding Certificateholders. If (a) the Enforcing Servicer’s intended course of action with respect to the Repurchase Request does not involve pursuing further action to exercise rights against the applicable Mortgage Loan Seller with respect to the Repurchase Request and the Initial Requesting Holder, if any, or any other Certificateholder or Certificate Owner wishes to exercise its right to refer the matter to mediation (including nonbinding arbitration) or arbitration, or (b) the Enforcing Servicer’s intended course of action is to pursue further action to exercise rights against the applicable Mortgage Loan Seller with respect to the Repurchase Request but the Initial Requesting Holder, if any, or any other Certificateholder or Certificate Owner does not agree with the dispute resolution method selected by the Enforcing Servicer, then the Initial Requesting Holder, if any, or such other Certificateholder or Certificate Owner may deliver to the Enforcing Servicer a written notice (a “Preliminary Dispute Resolution Election Notice”) within thirty (30) days after the date the Proposed Course of Action Notice is posted on the Certificate Administrator’s Website (the “Dispute Resolution Cut-off Date”) indicating its intent to exercise its right to refer the matter to either mediation (including nonbinding arbitration) or arbitration. In the event that (a) the Enforcing Servicer’s initial Proposed Course of Action indicated a recommendation to undertake mediation (including nonbinding arbitration) or arbitration, (b) any Certificateholder or Certificate Owner delivers a Preliminary Dispute Resolution Election Notice and (c) the Enforcing Servicer also received responses from other Certificateholders or Certificate Owners supporting the Enforcing Servicer’s initial Proposed Course of Action, such additional responses from other Certificateholders and Certificate Owners shall also be considered Preliminary Dispute Resolution Election Notices supporting such Proposed Course of Action for purposes of determining the course of action approved by the majority, by Certificate Balance, of Certificateholders.

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(ii)          If neither the Initial Requesting Holder, if any, nor any other Certificateholder or Certificate Owner delivers a Preliminary Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder or Certificate Owner shall have the right to refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer, as the Enforcing Party, shall be the sole party obligated and entitled to determine a course of action, including but not limited to, enforcing the Trust’s rights against the related Mortgage Loan Seller, subject to any consent or consultation rights of the Directing Holder pursuant to Section 6.08.

(iii)         Promptly and in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election Notice from (a) the Initial Requesting Holder, if any, or (b) any other Certificateholder or Certificate Owner (other than the Class RR Certificates) (each of clauses (a) or (b), a “Requesting Holder”), the Enforcing Servicer shall consult with each Requesting Holder regarding such Requesting Holder’s intention to elect either mediation (including nonbinding arbitration) or arbitration as the dispute resolution method with respect to the Repurchase Request (the “Dispute Resolution Consultation”) so that such Requesting Holder may consider the views of the Enforcing Servicer as to the claims underlying the Repurchase Request and possible dispute resolution methods, such discussions to occur and be completed no later than ten (10) Business Days following the Dispute Resolution Cut-off Date. The Enforcing Servicer shall be entitled to establish procedures the Enforcing Servicer deems in good faith to be in accordance with the Servicing Standard relating to the timing and extent of such consultations. No later than five (5) Business Days after completion of the Dispute Resolution Consultation, a Requesting Holder may provide a final notice to the Enforcing Servicer indicating its decision to exercise its right to refer the matter to either mediation or arbitration (“Final Dispute Resolution Election Notice”).

(iv)         If, following the Dispute Resolution Consultation, no Requesting Holder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and remain obligated under this Agreement to determine a course of action, including but not limited to, enforcing the rights of the Trust with respect to the Repurchase Request and no Certificateholder or Certificate Owner shall have any further right to elect to refer the matter to mediation or arbitration.

(v)          If a Requesting Holder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such Requesting Holder shall become the Enforcing Party and must promptly submit the matter to mediation (including nonbinding arbitration) or arbitration. If there is more than one Requesting Holder that timely delivers a Final Dispute Resolution Election Notice, then such Requesting Holders will collectively become the Enforcing Party, and the Holder or Holders of a majority of the Voting Rights among such Requesting Holders will be entitled to make all decisions relating to such mediation or arbitration. If, however, no Requesting Holder commences arbitration or mediation pursuant to the terms of this Agreement within thirty (30) days after delivery of its Final Dispute Resolution Election Notice to the Enforcing Servicer, then (i) the rights of a Requesting Holder to act as the Enforcing Party shall terminate and no Certificateholder or Certificate Owner shall have any further right to elect to refer the

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matter to mediation or arbitration, (ii) if the Proposed Course of Action Notice indicated that the Enforcing Servicer shall take no further action with respect to the Repurchase Request, then the related Material Defect shall be deemed waived for all purposes under this Agreement and the related Mortgage Loan Purchase Agreement; provided, however, that such Material Defect shall not be deemed waived with respect a Requesting Holder, any other Certificateholder, Certificate Owner or the Enforcing Servicer to the extent there is a material change in the facts and circumstances known to such party at the time when the Proposed Course of Action Notice is posted on the Certificate Administrator’s Website and (iii) if the Proposed Course of Action Notice had indicated a course of action other than the course of action under clause (ii), then the Enforcing Servicer shall again become the Enforcing Party and, as such, shall be the sole party obligated and entitled to determine a course of action including, but not limited to, enforcing the Trust’s rights against the related Mortgage Loan Seller.

(vi)         Notwithstanding the foregoing, the dispute resolution provisions described above under this Section 2.03(j) will not apply, and the Enforcing Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced litigation with respect to the Repurchase Request, or determines in accordance with the Servicing Standard that it is in the best interest of Certificateholders and the Pooled RR Interest Owner to commence litigation with respect to the Repurchase Request to avoid the running of any applicable statute of limitations.

(vii)        In the event a Requesting Holder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust, shall remain a party to any proceedings against the related Mortgage Loan Seller; provided that the degree and extent to which the Enforcing Servicer actively prepares for and participates in such proceeding shall be determined by such Enforcing Servicer in consultation with the Directing Holder, provided that a Consultation Termination Event has not occurred and is continuing and an applicable Excluded Loan is not involved, and in accordance with the Servicing Standard. For the avoidance of doubt, none of the Depositor, a Mortgage Loan Seller (with respect to the subject Mortgage Loan) or any of their respective Affiliates shall be entitled to be an Initial Requesting Holder or a Requesting Holder, to act as a Certificateholder for purposes of delivering any Preliminary Dispute Resolution Election Notice or Final Dispute Resolution Election Notice or otherwise to vote Certificates owned by it or such Affiliate(s) with respect to the course of action proposed or undertaken pursuant to the procedures described in Section 2.03(i) and Section 2.03(j).

(k)               If the Enforcing Party selects mediation (including nonbinding arbitration), the following provisions shall apply:

(i)           The mediation shall be administered by a nationally recognized mediation services provider selected by the related Mortgage Loan Seller (such provider, the “Mediation Services Provider”) in accordance with published mediation procedures promulgated by the Mediation Services Provider.

(ii)          The mediator shall be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience in commercial litigation, and

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either, commercial real estate finance or commercial mortgage-backed securitization matters or other complex commercial transactions and who will be appointed from a list of neutrals maintained by the Mediation Services Provider. Upon being supplied a list of at least ten potential mediators by the Mediation Services Provider each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference. The Mediation Services Provider shall select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible.

(iii)         The parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within ten (10) Business Days of the selection of the mediator and to conclude the mediation within sixty (60) days thereafter.

(iv)         The expenses of any mediation shall be allocated among the parties to the mediation including, if applicable, between the Enforcing Party and the Enforcing Servicer, as mutually agreed by the parties as part of the mediation.

(l)                 If the Enforcing Party selects third-party arbitration, the following provisions will apply:

(i)           The arbitration shall be administered by a nationally recognized arbitration services provider selected by the related Mortgage Loan Seller (such provider, the “Arbitration Services Provider”) in accordance with published arbitration procedures promulgated by the Arbitration Services Provider.

(ii)          The arbitrator shall be impartial, an attorney admitted to practice in the State of New York and have at least fifteen (15) years of experience in commercial litigation, and either commercial real estate finance or commercial mortgage-backed securitization matters or other complex commercial transactions and who will be appointed from a list of neutrals maintained by the Arbitration Services Provider. Upon being supplied a list of at least ten potential arbitrators by the Arbitration Services Provider each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential arbitrators in order of preference. The Arbitration Services Provider will select the arbitrator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible.

(iii)         Prior to accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.

(iv)         After consulting with the parties at an organizational conference held not later than ten (10) Business Days after its appointment, the arbitrator shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding and completing the arbitration within one hundred twenty (120) days. The arbitrator shall have the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with the Federal Rules of Civil Procedure for non-jury matters (the “Rules”)

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(including summary judgment and other prehearing and post hearing motions), and shall do so by reasoned decision on the motion of any party to the arbitration.

(v)          Notwithstanding whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration shall be presumptively limited to the following discovery in the arbitration: (A) the parties shall reasonably and in good faith voluntarily produce to all other parties all documents upon which they intend to rely and all documents they reasonably and in good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party witness depositions (excluding Rule 30b-6 witnesses), and (C) expert witness depositions, provided that the arbitrator shall have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitrator determines good cause is shown that such additional discovery is reasonable and necessary.

(vi)         The arbitrator shall make its final determination no later than thirty (30) days after the conclusion of the hearings and submission of any post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the related Mortgage Loan Purchase Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies not consistent with those agreements. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by them. Interest on any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice at the Prime Rate. In its final determination, the arbitrator shall determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and shall award reasonable attorneys’ fees to the parties to the arbitration as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator shall be by a reasoned decision in writing and counterpart copies shall be promptly delivered to the parties. The final determination of the arbitrator shall be final and non-appealable, except for actions to confirm or vacate the determination permitted under federal or state law, and may be enforced in any court of competent jurisdiction.

(vii)        By selecting arbitration, the Enforcing Party is waiving its right to sue in court, including the right to a trial by jury.

(viii)       No Person may bring a putative or certified class action to arbitration.

(m)              The following provisions will apply to both mediation and third-party arbitration:

(i)           Any mediation or arbitration will be held in New York, New York unless another location is agreed by all parties;

(ii)          If the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider, then any party in such instance may during the pendency of the arbitration proceedings

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seek temporary equitable remedies, pending the final decision of the arbitration panel, solely by application in the Southern District if such court shall have subject matter jurisdiction, or if the Southern District has no jurisdiction, then the Supreme Court of the State of New York for the County of New York. The arbitration proceedings shall not be stayed unless so ordered by the court.

(iii)         The details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted under this Section 2.03, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to informally resolve any Repurchase Request, will be confidential, privileged and inadmissible for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 2.03). Such information will be kept strictly confidential and will not be disclosed or shared with any third party (other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably required in connection with any resolution procedure under this Section 2.03), except as otherwise required by law, regulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for such confidential information, the recipient shall promptly notify the other party to the resolution procedure and will provide the other party with a reasonable opportunity to object to the production of its confidential information.

(iv)         In the event a Requesting Holder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may be, shall be required to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a party to any arbitration or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing Party; provided that the degree and extent to which the Enforcing Servicer actively prepares for and participates in such proceeding will be determined by such Enforcing Servicer in consultation with the Directing Holder, provided that a Consultation Termination Event has not occurred and is continuing and an applicable Excluded Loan is not involved, and in accordance with the Servicing Standard. All amounts recovered by the Enforcing Party shall be paid to the Trust, or the Enforcing Servicer on its behalf, and deposited in the Collection Account. The agreement with the arbitrator or mediator, as the case may be, will provide that in the event a Requesting Holder is allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision or the agreement reached in mediation, neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible for any such costs and expenses allocated to the Requesting Holder.

(v)          In the event a Requesting Holder is the Enforcing Party, the Requesting Holder to pay any expenses allocated to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear in the mediation proceedings.

(vi)         The Trust (or the Trustee or the Enforcing Servicer, acting on its behalf), the Depositor or a Mortgage Loan Seller shall be permitted to redact any personally identifiable customer information included in any information provided for purposes of

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any mediation or arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to the Repurchase Request and the dispute resolution identified in connection with such procedures; provided, however, that Certificateholders and Certificate Owners and the Pooled RR Interest Owner shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided in Section 5.06.

(vii)        For the avoidance of doubt, in no event shall the exercise of any right of a Requesting Holder to refer a Repurchase Request to mediation or arbitration or participation in such mediation or arbitration affect in any manner the ability of the Enforcing Servicer to perform its obligations with respect to a Mortgage Loan or the exercise of any rights of a Directing Holder.

(viii)       Any out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration shall be reimbursable as Trust Fund expenses.

(n)                Notwithstanding anything to the contrary herein, with respect to any Joint Mortgage Loan, the obligations of each of the applicable Mortgage Loan Sellers to repurchase with respect to a Material Defect with respect to the related Mortgage Loan shall be limited to a repurchase with respect to the Mortgage Note it sold to the Depositor in accordance with the related Mortgage Loan Purchase Agreement. With respect to any Joint Mortgage Loan, any cure by either of the applicable Mortgage Loan Sellers with respect to the Mortgage Note sold by it to the Depositor in accordance with the related Mortgage Loan Purchase Agreement that also cures the Material Defect with respect to the entire related Joint Mortgage Loan shall satisfy the cure obligations of both Mortgage Loan Sellers with respect to such Joint Mortgage Loan.

Section 2.04          Execution of Certificates; Issuance of Lower-Tier Regular Interests; Issuance of Loan REMIC Regular Interest and Issuance of Trust Subordinate Companion Loan REMIC Regular Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans, the Loan REMIC Regular Interest, the Loan REMIC Residual Interest and the Trust Subordinate Companion Loans and, subject to Section 2.01 and 2.02, the delivery to the Custodian of the Mortgage Files and a fully executed original counterpart of each Mortgage Loan Purchase Agreement, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMICs and the Grantor Trust. Concurrently with such assignment and delivery, and in exchange for the Loan REMIC Regular Interest, the Mortgage Loans (other than Excess Interest and assets held by the Loan REMIC) and the Trust Subordinate Companion Loans and the other assets comprising the Trust Subordinate Companion Loan REMICs and the Lower-Tier REMIC, receipt of which is hereby acknowledged, the Trustee (i) acknowledges the issuance of the Trust Subordinate Companion Loan REMIC Regular Interests, the Class ST-R Interest and the Class 300P-R Interest to the Depositor in exchange for the Trust Subordinate Companion Loans; (ii) acknowledges the creation of the Grantor Trust (as described in Section 2.05 below); (iii) acknowledges the contribution by the Depositor of the Lower-Tier Regular Interests and the Trust Subordinate Companion Loan REMIC Regular Interests to the Upper-Tier REMIC; and (iv) immediately thereafter, in exchange for the Lower-Tier Regular Interests and the Trust Subordinate Companion Loan REMIC Regular Interests, the Trustee acknowledges that it has

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caused the Certificate Administrator to issue the Class UR Interest and the Pooled RR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, the Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations and the Pooled RR Interest evidencing the entire beneficial ownership of the Upper-Tier REMIC (and in the case of the Class R Certificates, the Class ST-R Interest, the Class 300P-R Interest, the Class LR Interest and the Class UR Interest).

Section 2.05          Creation of the Grantor Trust. (i) The portions of the Trust Fund consisting of the Class S Specific Grantor Trust Assets, undivided beneficial ownership of which will be represented by the Class S Certificates and the Pooled VRR Interest, and the uncertificated regular interests in the Upper-Tier REMIC corresponding to the Pooled VRR Interest, undivided beneficial ownership of which will be represented by the Class RR Certificates and the Pooled RR Interest, and (ii) the Loan REMIC Residual Interest and the Loan REMIC Residual Distribution Account and proceeds thereof, undivided beneficial ownership of which shall be represented by the Class R Certificates, shall be treated as a grantor trust for federal income tax purposes under subpart E, part I of subchapter J of the Code.

ARTICLE III

ADMINISTRATION AND
SERVICING OF THE TRUST FUND

Section 3.01          The Master Servicer to Act as Master Servicer; Special Servicers to Act as Special Servicers; Administration of the Mortgage Loans, the Serviced Companion Loans and REO Properties. (a)(a)  Each of the Master Servicer and Special Servicers shall diligently service and administer the applicable Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loans (including, for the avoidance of doubt, the Trust Subordinate Companion Loans) and the applicable REO Properties (other than any REO Property related to a Non-Serviced Mortgage Loan) it is obligated to service in accordance with applicable law, this Agreement, the Mortgage Loan documents and the related Co-Lender Agreements on behalf of the Trust and in the best interests of and for the benefit of the Certificateholders and the Pooled RR Interest Owner and, (i) in the case of the Serviced Companion Loans, the Companion Holders and the Trustee (as holder of the Lower-Tier Regular Interests) and (ii) in the case of the Trust Subordinate Companion Loans, the Holders of the related Loan-Specific Certificates and the Trustee, in each case, as a collective whole, taking into account the subordinate or pari passu nature of such Companion Loans (as determined by the Master Servicer or the applicable Special Servicer, as the case may be, in its reasonable judgment), in accordance with applicable law, the terms of this Agreement (and, with respect to each Serviced Whole Loan or any Mortgage Loan with related mezzanine debt, the related Co-Lender Agreement) and the terms of the respective Mortgage Loans and, if applicable, the related Companion Loan, taking into account the subordinate or pari passu nature of the Companion Loan. With respect to each Serviced Whole Loan, in the event of a conflict between this Agreement and the related Co-Lender Agreement, the related Co-Lender Agreement shall control; provided that in no event shall the Master Servicer or such Special Servicer, as the case may be, take any action or omit to take any action in accordance with the terms of any Co-

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Lender Agreement that would cause the Master Servicer or such Special Servicer, as the case may be, to violate the Servicing Standard or the REMIC Provisions. The General Special Servicer shall be the Special Servicer with respect to all the Mortgage Loans (other than the Amazon Seattle Mortgage Loan), any Serviced Companion Loan (including the SOMA Teleco Office Trust Subordinate Companion Loan, but excluding the Amazon Seattle Trust Subordinate Companion Loan) in the Trust and, as such, shall service and administer such Mortgage Loans, any Serviced Companion Loan as shall be required of the General Special Servicer hereunder and under any related Co-Lender Agreement. The Amazon Seattle Special Servicer shall be the Special Servicer with respect to the Amazon Seattle Whole Loan in the Trust and, as such, shall service and administer such Amazon Seattle Whole Loan as shall be required of the Amazon Seattle Special Servicer hereunder and the related Co-Lender Agreement. For purposes of this Agreement and any references to the duties and obligations of the Special Servicers, any references to Mortgage Loans in the context of such duties and/or obligations shall be deemed to refer solely to the Mortgage Loans serviced by the applicable Special Servicer and no other Mortgage Loan, Serviced Companion Loan or other related asset in the Trust serviced hereunder, unless specifically indicated otherwise. To the extent consistent with the foregoing, the Master Servicer and the applicable Special Servicer shall service the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and the Serviced Companion Loans in accordance with the higher of the following standards of care: (1) in the same manner in which, and with the same care, skill, prudence and diligence with which the Master Servicer or such Special Servicer, as the case may be, services and administers similar mortgage loans for other third party portfolios and (2) the same care, skill, prudence and diligence with which the Master Servicer or such Special Servicer, as the case may be, services and administers similar mortgage loans owned by the Master Servicer or such Special Servicer, as the case may be, with a view to the (A) the timely recovery of all payments of principal and interest under the Mortgage Loans or Serviced Whole Loans or (B) in the case of a Specially Serviced Mortgage Loan or an REO Property, maximization of timely recovery of principal and interest on a net present value basis on such Mortgage Loans and any related Serviced Companion Loans, and the best interests of the Trust and the Certificateholders and the Pooled RR Interest Owner (as a collective whole as if such Certificateholders and the Pooled RR Interest Owner constituted a single lender) (and in the case of any Whole Loan, the best interests of the Trust, the Certificateholders, the Pooled RR Interest Owner and any related Companion Holder (as a collective whole as if such Certificateholders, the Pooled RR Interest Owner and the holder or holders of any related Companion Loan constituted a single lender), taking into account the subordinate or pari passu nature of the related Companion Loan), as determined by the Master Servicer or the applicable Special Servicer, as the case may be, in its reasonable judgment, in either case giving due consideration to the customary and usual standards of practice of prudent, institutional commercial, multifamily and manufactured housing community mortgage loan servicers, but without regard to any conflict of interest arising from: (i) any relationship that the Master Servicer, the applicable Special Servicer, as the case may be, or any Affiliate of the Master Servicer or such Special Servicer, as the case may be, may have with any Mortgagor or any Affiliate of such Mortgagor, any Mortgage Loan Seller, the originators or any other parties to this Agreement or any Affiliate of the foregoing; (ii) the ownership of any Certificate (or any interest in any Companion Loan, mezzanine loan, or subordinate debt relating to a Mortgage Loan) by the Master Servicer, such Special Servicer or any Affiliate of the Master Servicer or such Special Servicer, as applicable; (iii) the obligation, if any, of the Master Servicer to make Advances;

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(iv) the right of the Master Servicer or the applicable Special Servicer, as the case may be, or any of its Affiliates to receive compensation for its services and reimbursement for its costs hereunder or with respect to any particular transaction; (v) the ownership, servicing or management for others of (a) a Non-Serviced Mortgage Loan and any related Non-Serviced Companion Loan or (b) any other mortgage loans, subordinate debt, mezzanine loans or properties not covered by this Agreement or held by the Trust by the Master Servicer or the applicable Special Servicer, as the case may be, or any of its Affiliates; (vi) any debt that the Master Servicer or the applicable Special Servicer, as the case may be, or any of its Affiliates, has extended to any Mortgagor or an Affiliate of any Mortgagor (including, without limitation, any mezzanine financing); (vii) any option to purchase any Mortgage Loan or any related Companion Loan the Master Servicer or the applicable Special Servicer, as the case may be, or any of its Affiliates, may have; and (viii) any obligation of the Master Servicer or the applicable Special Servicer, or any of their respective Affiliates, to repurchase or substitute for a Mortgage Loan as a Mortgage Loan Seller (if the Master Servicer or such Special Servicer or any of their respective Affiliates is a Mortgage Loan Seller) (the foregoing, collectively referred to as the “Servicing Standard”).

The Master Servicer and the applicable Special Servicer shall act in accordance with the Servicing Standard with respect to any action required to be taken regarding the Non-Serviced Mortgage Loans pursuant to their obligations under this Agreement.

Without limiting the foregoing, subject to Section 3.19, the applicable Special Servicer shall be obligated to service and administer (i) any Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any related Serviced Companion Loans as to which a Special Servicing Transfer Event is continuing (each, a “Specially Serviced Mortgage Loan”) or as otherwise provided herein with respect to Non-Specially Serviced Mortgage Loans in connection with any Special Servicer Major Decision or Special Servicer Non-Major Decision and (ii) any REO Properties (other than the Non-Serviced Mortgaged Properties); provided that the Master Servicer shall continue to receive payments and make all calculations, and prepare, or cause to be prepared, all reports, required hereunder with respect to the Specially Serviced Mortgage Loans, except for the reports specified herein as prepared by the applicable Special Servicer, as if no Special Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Master Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure of the applicable Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by such Special Servicer to otherwise comply with its obligations hereunder. The Master Servicer, in its capacity as Master Servicer, will not have any responsibility for the performance by the applicable Special Servicer, in its capacity as a Special Servicer, of its duties under this Agreement. The applicable Special Servicer, in its capacity as a Special Servicer, will not have any responsibility for the performance by the Master Servicer, in its capacity as Master Servicer, of its duties under this Agreement. Each Mortgage Loan or any related Serviced Companion Loan that becomes a Specially Serviced Mortgage Loan shall continue as such until satisfaction of the conditions specified in Section 3.19(a). Without limiting the foregoing, subject to (i) the processing of any Special Servicer Major Decision or Special Servicer Non-Major Decision by the applicable Special Servicer in accordance with the terms of

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this Agreement and (ii) Section 3.19, the Master Servicer shall be obligated to service and administer any Non-Specially Serviced Mortgage Loan or any related Serviced Companion Loan. The applicable Special Servicer shall make the property inspections, use its reasonable efforts to collect the financial statements, budgets, operating statements and rent rolls and forward to the Master Servicer the reports in respect of the related Mortgaged Properties with respect to Specially Serviced Mortgage Loans in accordance with Section 3.12. After notification to the Master Servicer, the applicable Special Servicer may contact the Mortgagor of any Non-Specially Serviced Mortgage Loan if efforts by the Master Servicer to collect required financial information have been unsuccessful or any other issues remain unresolved. Such contact shall be coordinated through and with the cooperation of the Master Servicer. No provision herein contained shall be construed as an express or implied guarantee by the Master Servicer or the applicable Special Servicer of the collectability or recoverability of payments on the Mortgage Loans or any related Serviced Companion Loan or shall be construed to impair or adversely affect any rights or benefits provided by this Agreement to the Master Servicer or such Special Servicer (including with respect to Servicing Fees, Special Servicing Fees or the right to be reimbursed for Advances and interest accrued thereon). Any provision in this Agreement for any Advance by the Master Servicer or the Trustee is intended solely to provide liquidity for the benefit of the Certificateholders and the Pooled RR Interest Owner and not as credit support or otherwise to impose on any such Person the risk of loss with respect to one or more of the Mortgage Loans, any related Serviced Companion Loans. No provision hereof shall be construed to impose liability on the Master Servicer or the Special Servicers for the reason that any recovery to the Certificateholders or the Pooled RR Interest Owner in respect of a Mortgage Loan at any time after a determination of present value recovery is less than the amount reflected in such determination.

(b)               Subject only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08) and of the respective Mortgage Loans, any related Serviced Companion Loans and any related Co-Lender Agreement, if applicable, and applicable law, the Master Servicer and the Special Servicers each shall have full power and authority, acting alone or, in the case of the Master Servicer, subject to Section 3.20, through one or more Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and administration for which it is responsible which it may deem necessary or desirable. Without limiting the generality of the foregoing, each of the Master Servicer and the applicable Special Servicer, in its own name (or in the name of the Trustee and, if applicable, the related Serviced Companion Noteholder), is hereby authorized and empowered by the Trustee to execute and deliver, on behalf of the Certificateholders (and, with respect to a Serviced Companion Loan, the related Serviced Companion Noteholder), the Pooled RR Interest Owner and the Trustee or any of them, with respect to each Mortgage Loan or any related Serviced Companion Loan, it is obligated to service under this Agreement: (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by the related Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral, and shall, from time to time, execute and/or deliver such financing statements, continuation statements and other documents or instruments as necessary to maintain the lien created by the related Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; (ii) subject to Sections 3.08, 3.18 and 6.08, any and all modifications, waivers, amendments or consents to, under or with respect to any documents contained in the related Mortgage File; (iii) any and all

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instruments of satisfaction or cancellation, pledge agreements and other documents in connection with a defeasance, or of partial or full release or discharge, and all other comparable instruments; and (iv) any or all complaints or other pleadings to initiate and/or to terminate any action, suit or proceeding on behalf of the Trust (in their representative capacities (except as set forth below in this paragraph). The Master Servicer (with respect to Non-Specially Serviced Mortgage Loans) and the applicable Special Servicer (with respect to Specially Serviced Mortgage Loans) shall provide to the Mortgagor related to such Mortgage Loans or Trust Subordinate Companion Loan that it is servicing any reports required to be provided to them pursuant to the related Mortgage Loan documents. Subject to Section 3.10, the Trustee shall, upon request, furnish to the Master Servicer and the applicable Special Servicer original powers of attorney in the form of Exhibit R-1 or Exhibit R-2, as applicable, attached hereto (or such other form as mutually agreed to by the Trustee and the Master Servicer or the applicable Special Servicer, as applicable) and other documents necessary or appropriate to enable the Master Servicer or the applicable Special Servicer, as the case may be, to carry out its servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held responsible or liable for any acts of the Master Servicer or the applicable Special Servicer, or for any negligence with respect to, or misuse of, any such power of attorney by the Master Servicer or the applicable Special Servicer. Notwithstanding anything contained herein to the contrary, the Master Servicer or the applicable Special Servicer as the case may be, shall not, without the Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without indicating the Master Servicer’s or the applicable Special Servicer’s, as the case may be, representative capacity (unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or such Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment of the Master Servicer or such Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s or such Special Servicer’s, as applicable, representative capacity)) or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be required to be registered to do business in any state.

(c)                To the extent the Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or Companion Loan documents (including any related Co-Lender Agreement) to exercise its discretion with respect to any action which requires Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan, a Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency, the Master Servicer shall require the costs of such Rating Agency Confirmation and Companion Loan Rating Agency Confirmation to be borne by the related Mortgagor. To the extent the terms of the related Mortgage Loan documents or Companion Loan documents (including any related Co-Lender Agreement) require the Mortgagor to bear the costs of any Rating Agency Confirmation or Companion Loan Rating Agency Confirmation, the Master Servicer shall not waive the requirement that such costs and expenses be borne by the related Mortgagor. To the extent that the terms of the related Mortgage Loan documents or Companion Loan documents (including any related Co-Lender Agreement) are silent as to who bears the costs of any Rating Agency Confirmation or Companion Loan Rating Agency Confirmation, the Master Servicer shall use reasonable efforts to have the Mortgagor bear such costs and expenses. The Master

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Servicer shall not be responsible for the payment of such costs and expenses out of pocket other than as a Property Protection Advance.

(d)               The relationship of each of the Master Servicer and the Special Servicers to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

(e)                The Master Servicer shall, to the extent permitted by the related Mortgage Loan documents or any related Companion Loan documents, and consistent with the Servicing Standard, permit Escrow Payments to be invested only in Permitted Investments.

(f)                 Within sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents) after the later of (i) the receipt thereof by the Master Servicer and (ii) the Closing Date, (x) the applicable Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement shall notify each provider of a letter of credit for each Mortgage Loan identified as having a letter of credit on the Mortgage Loan Schedule, that the Master Servicer (in care of the Trustee, as titled in Section 2.01(b)) for the benefit of the Certificateholders and the Pooled RR Interest Owner and any related Companion Holders shall be the beneficiary under each such letter of credit and (y) the Master Servicer shall notify each lessor under a Ground Lease for each Mortgage Loan identified as subject to a leasehold interest on the Mortgage Loan Schedule, that the Trust is the leasehold mortgagee, that any notices of default under such Ground Lease required to be delivered to the leasehold mortgagee pursuant to the terms of such Ground Lease shall be delivered to the Master Servicer and that the Master Servicer or the applicable Special Servicer shall service the related Mortgage Loan for the benefit of the Certificateholders and the Pooled RR Interest Owner. If a letter of credit is required to be drawn upon earlier than the date the applicable Mortgage Loan Seller has notified the provider of such letter of credit pursuant to clause (x) of the immediately preceding sentence, such Mortgage Loan Seller shall cooperate with the reasonable requests of the Master Servicer or applicable Special Servicer in connection with making a draw under such letter of credit. If the Mortgage Loan documents do not require the related Mortgagor to pay any costs and expenses relating to any modifications to or assignment of the related letter of credit, then the applicable Mortgage Loan Seller shall pay such costs and expenses as and to the extent required under the related Mortgage Loan Purchase Agreement. If the Mortgage Loan documents require the related Mortgagor to pay any costs and expenses relating to any modifications to the related letter of credit, and such Mortgagor fails to pay such costs and expenses after the Master Servicer has exercised reasonable efforts to collect such costs and expenses from such Mortgagor, then the Master Servicer shall give the applicable Mortgage Loan Seller notice of such failure and the amount of costs and expenses, and such Mortgage Loan Seller shall pay such costs and expenses as and to the extent required under the related Mortgage Loan Purchase Agreement. The costs and expenses of any modifications to Ground Leases shall be paid by the related Mortgagor. Neither the Master Servicer nor the applicable Special Servicer shall have any liability for the failure of any Mortgage Loan Seller to perform its obligations under the related Mortgage Loan Purchase Agreement.

(g)                Notwithstanding anything herein to the contrary, in no event shall the Master Servicer (or the Trustee, as applicable) make an Advance with respect to any Companion

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Loan to the extent the related Serviced Mortgage Loan has been paid in full or is no longer included in the Trust Fund.

(h)                Servicing and administration of each Serviced Companion Loan shall continue hereunder and in accordance with the related Co-Lender Agreement for so long as the corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust Fund or for such longer period as any amounts payable by the related Companion Holder, to or for the benefit of the Trust or any party hereto in accordance with the related Co-Lender Agreement remain due and owing.

(i)                  The applicable Special Servicer agrees that upon the occurrence of a Special Servicing Transfer Event with respect to any Mortgage Loan or Serviced Whole Loan, that is subject to or becomes subject to a Co-Lender Agreement in the future, it shall, subject to Section 3.19, use commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the extent such Special Servicer determines such action is in the best interests of the Trust, all rights conveyed to the Trustee pursuant to any such Co-Lender Agreement. The costs and expenses incurred by such Special Servicer in connection with such enforcement shall be paid as a Trust Fund expense or, subject to the terms of the applicable Co-Lender Agreement, (i) with respect to any Serviced Pari Passu Whole Loan, pro rata and pari passu, by the Trust and Serviced Pari Passu Companion Loan, in accordance with the respective Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, or (ii) with respect to any Serviced AB Whole Loan, first, by the related AB Subordinate Companion Loan and then, by the Trust.

(j)                 Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under the related Co-Lender Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not with respect to making Advances) even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time as a separate servicing agreement is entered into in accordance with the related Co-Lender Agreement (it being acknowledged that neither the Master Servicer nor the Special Servicers shall be obligated under a separate agreement to which it is not a party); provided that, other than pursuant to Section 6.04 (and, with respect to Section 6.04, solely with respect to claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with a legal claim or action resulting from an action or inaction taken or not taken while the related Serviced Mortgage Loan was part of the Trust Fund), no costs, expenses, losses or fees accruing with respect to such Serviced Whole Loan on and after the date the related Serviced Mortgage Loan is no longer part of the Trust Fund shall be payable out of the Trust Fund and the Master Servicer shall have no obligation to make any Advance on or after the date such Serviced Mortgage Loan ceases to be part of the Trust Fund; provided, however, that if, in the case of any Serviced Pari Passu Whole Loan, the related Serviced Companion Loan continues to be included in an Other Securitization, then for so long as a separate servicing agreement (pursuant to the related Co-Lender Agreement) has not been entered into, the Master Servicer shall inform the related Other Servicer of any need to make Property Protection Advances with respect to a Serviced Whole Loan within three (3) Business Days of determining that such an Advance is necessary or being notified that such an Advance is necessary, or in the case of a Property Protection Advance that needs to be made on an emergency or urgent basis, within one (1) Business Day. With respect to

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Property Protection Advances made by any Other Servicer as contemplated in the proviso to the preceding sentence, the Master Servicer shall, from collections on the related Serviced Whole Loan (but never out of general collections on the Mortgage Loans and REO Properties) received by the Master Servicer, reimburse the Other Servicer for such Property Protection Advances in the same manner and on the same level of priority as if such Property Protection Advances had been made by the Master Servicer hereunder.

(k)               Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the applicable Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the applicable Special Servicer’s authority with respect to a Non-Serviced Mortgage Loan are limited by and subject to the terms of the related Non-Serviced Co-Lender Agreement and the rights of the related Non-Serviced Master Servicer and Non-Serviced Special Servicer with respect thereto under the related Non-Serviced Pooling Agreement. The Master Servicer (or, with respect to any Specially Serviced Mortgage Loan, the applicable Special Servicer) shall use reasonable efforts consistent with the Servicing Standards to enforce the rights of the Trustee (as holder of a Non-Serviced Mortgage Loan) under the related Non-Serviced Co-Lender Agreement and Non-Serviced Pooling Agreement.

(l)                  The parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related Non-Serviced Co-Lender Agreement and further acknowledge that, pursuant to the related Non-Serviced Co-Lender Agreement, (i) the related Non-Serviced Mortgage Loan is to be serviced and administered by the related Non-Serviced Master Servicer and Non-Serviced Special Servicer in accordance with the related Non-Serviced Pooling Agreement, and (ii) in the event that (A) the related Non-Serviced Companion Loan is no longer part of the Trust Fund created by the related Non-Serviced Pooling Agreement and (B) the related Non-Serviced Mortgage Loan is included in the Trust Fund, then, as set forth in the related Non-Serviced Co-Lender Agreement, the related Non-Serviced Whole Loan shall continue to be serviced in accordance with the related Non-Serviced Pooling Agreement, until such time as a new servicing agreement has been agreed to by the parties to the related Non-Serviced Co-Lender Agreement in accordance with the provisions of such agreement and confirmation has been obtained from the Rating Agencies that such new servicing agreement would not result in a downgrade, qualification or withdrawal of the then current ratings of any Class of Certificates then outstanding.

(m)              Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the applicable Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the applicable Special Servicer’s authority with respect to a Serviced Whole Loan are limited by, and subject to, the terms of the related Co-Lender Agreement. The Master Servicer (or, if a Serviced Whole Loan becomes a Specially Serviced Mortgage Loan, the applicable Special Servicer) shall use reasonable efforts consistent with the Servicing Standard to obtain the benefits of the rights of the Trust (as holder of the related Serviced Mortgage Loan) under the related Co-Lender Agreement. In the event of any conflict between this Agreement and the related Co-Lender Agreement, the provisions of the related Co-Lender Agreement shall control.

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(n)                In connection with the securitization of any Serviced Companion Loan, while it is a Serviced Companion Loan, upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master Servicer, the applicable Special Servicer (if such Serviced Companion Loan is a Specially Serviced Mortgage Loan) and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such Other Securitization.

(o)               To the extent required under the Mortgage Loan documents, the Master Servicer shall, on behalf of the related lender, maintain a Note register for the related Mortgage Loan or Whole Loan, as applicable, in accordance with such Mortgage Loan documents.

(p)               Subject to the provisions of Section 3.33, the parties hereto acknowledge and agree that the servicing and administration of the SOMA Teleco Office Trust Subordinate Companion Loan or the Amazon Seattle Trust Subordinate Companion Loan, as applicable, shall continue hereunder by the Master Servicer and the applicable Special Servicer even if the SOMA Teleco Office Mortgage Loan or the Amazon Seattle Mortgage Loan, as applicable, is no longer part of the Trust Fund.

Section 3.02          Collection of Mortgage Loan Payments. (a)  Each of the Master Servicer and the applicable Special Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage Loans and the Companion Loans it is obligated to service hereunder, and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard); provided, that with respect to each Mortgage Loan that has an Anticipated Repayment Date, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and the applicable Special Servicer shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Excess Interest, other than requests for collection, until the Maturity Date of the related Mortgage Loan or until the outstanding principal balance of such Mortgage Loan (exclusive of any portion representing accrued Excess Interest) has been paid in full; provided, further, that the Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust’s right to apply excess cash flow to principal in accordance with the terms of the Mortgage Loan documents. The Master Servicer or the applicable Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan and Companion Loan that it is obligated to service hereunder three (3) times during any period of twenty-four (24) consecutive months with respect to any Mortgage Loan and Serviced Companion Loan; provided that the Master Servicer or such Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan and Companion Loan one additional time in such 24-month period so long as with respect to any of the foregoing waivers, no Advance or additional expense of the Trust has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan or Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer or the applicable Special Servicer, as applicable, has, prior to the occurrence of a Consultation

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Termination Event, given notice of a proposed waiver to the Directing Holder and, prior to the occurrence and continuance of a Control Termination Event, the Directing Holder has consented to such additional waiver (provided that if the Master Servicer or such Special Servicer, as applicable, fails to receive a response to such notice from the Directing Holder in writing within five (5) days of giving such notice, then the Directing Holder shall be deemed to have consented to such proposed waiver); provided, further, that during the continuance of a Control Termination Event, the Master Servicer or the applicable Special Servicer, as applicable, may waive any Penalty Charge in accordance with the Servicing Standard without the consent of the Directing Holder; provided, further, that the Directing Holder shall have no consent rights with respect to any applicable Excluded Loan with respect to the foregoing waivers.

(b)               (i)  All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and owing under the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the express provisions of the Mortgage Loan documents; provided, however, that absent express provisions in the related Mortgage Loan documents (including any related Co-Lender Agreement), other than with respect to the application of Liquidation Proceeds, all amounts collected by or on behalf of the Trust in respect of a Mortgage Loan in the form of payments from the related Mortgagor or Insurance and Condemnation Proceeds under the Mortgage Loan or any proceeds (other than Liquidation Proceeds) with respect to any REO Loan (exclusive of amounts payable to any applicable Companion Loan pursuant to the terms of the related Co-Lender Agreement) will be applied in the following order of priority:

first, as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage Loan and unpaid interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid expenses of the Trust (including Special Servicing Fees, Liquidation Fees and Workout Fees previously paid by the Trust from general collections) with respect to the related Mortgage Loan;

second, as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent previously paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition of Pooled Aggregate Principal Distribution Amount);

third, to the extent not previously allocated pursuant to clause first, as a recovery of accrued and unpaid interest on such Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (i) accrued and unpaid interest on such Mortgage Loan at the related Mortgage Rate in effect from time to time through and including the end of the applicable Mortgage Loan interest accrual period in which such collections are received by or on behalf of the issuing entity, over (ii) the sum of (a)(x) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts (to the extent collections have not been allocated as recovery of accrued and unpaid interest pursuant to clause fifth below on earlier dates) or (y) with respect to any accrued and unpaid interest that was not advanced due to a determination that the related P&I Advance would be a Nonrecoverable Advance, the amount of interest that (absent such determination of nonrecoverability preventing such P&I Advance from being made) would not have been advanced because of the reductions in the amount of related

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P&I Advances for such Mortgage Loan that would have occurred in connection with related Appraisal Reduction Amounts, and (b) Accrued AB Loan Interest;

fourth, to the extent not previously allocated pursuant to clause first, as a recovery of principal of such Mortgage Loan then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if the Mortgage Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);

fifth, as a recovery of (i) accrued and unpaid interest on such Mortgage Loan to the extent of the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts or would have occurred in connection with related Appraisal Reduction Amounts but for such P&I Advance not having been made as a result of a determination by the master servicer that such P&I Advance would have been a Nonrecoverable Advance and (ii) Accrued AB Loan Interest (in each of clause (i) and (ii), to the extent collections have not been allocated as recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates);

sixth, as a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes, assessments and insurance premiums and similar items relating to such Mortgage Loan;

seventh, as a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;

eighth, as a recovery of any Yield Maintenance Charge then due and owing under such Mortgage Loan;

ninth, as a recovery of any late payment charges and Default Interest then due and owing under such Mortgage Loan;

tenth, as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;

eleventh, as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to Operating Advisor Consulting Fees);

twelfth, as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance; and

thirteenth, in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued by unpaid Excess Interest;

provided that to the extent required under the REMIC Provisions of the Code, payments or proceeds received (or receivable by exercise of the lender’s rights under the related Mortgage Loan documents) with respect to any partial release of a Mortgaged Property (including in

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connection with a condemnation) at a time when the loan to value ratio of the related Mortgage Loan or Serviced Whole Loan, as applicable, exceeds 125%, or would exceed 125% following any partial release (based solely on the value of real property and excluding personal property and going concern value, if any) must be collected and allocated to reduce the principal balance of the Mortgage Loan or Serviced Whole Loan in the manner permitted by such REMIC Provisions; provided, further, that if a Non-Serviced Mortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan become REO Loans, the treatment of the foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced Co-Lender Agreement and Non-Serviced Pooling Agreement, in that order; provided, further, that with respect to each Mortgage Loan related to a Serviced Whole Loan, amounts collected with respect to the related Serviced Whole Loan, shall be allocated first pursuant to the terms of the related Co-Lender Agreement and then, any amounts allocated to the related Serviced Mortgage Loan shall be subject to application as described above.

(ii)          Liquidation Proceeds in respect of each Mortgage Loan or REO Loan (in the case of an REO Loan, exclusive of amounts payable to any applicable Companion Loan pursuant to the terms of the related Co-Lender Agreement) shall be applied in the following order of priority:

first, as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage Loan and interest at the Reimbursement Rate on all Advances and, if applicable, unreimbursed and unpaid expenses of the Trust (including Special Servicing Fees, Liquidation Fees and Workout Fees previously paid by the Trust from general collections) with respect to the related Mortgage Loan;

second, as a recovery of Nonreco