Exhibit
4.5 


 


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 1.01	Defined Terms	8
	Section 1.02	Certain Calculations	166
	 	 	 
	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	168
	Section 2.02	Acceptance by Trustee	173
	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	175
	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	193
	Section 2.05	Creation of the Grantor Trust	194
	 	 	 
	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	194
	Section 3.02	Collection of Mortgage Loan Payments	202
	Section 3.03	Collection of Taxes, Assessments and Similar
    Items; Servicing Accounts	208
	Section 3.04	The 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,	 



 



    -i-


     


    

 


	 	the Loan REMIC Residual Distribution
    Account, the Excess Interest Distribution Account and the Trust Subordinate Companion Loan REMIC Distribution Accounts	212
	Section 3.05	Permitted Withdrawals from the Collection Account,
    the Distribution Accounts and the Serviced Whole Loan Custodial Account	221
	Section 3.06	Investment of Funds in the Collection Account,
    Servicing Accounts and the REO Accounts	236
	Section 3.07	Maintenance of Insurance Policies; Errors and
    Omissions and Fidelity Coverage	238
	Section 3.08	Enforcement of Due-on-Sale Clauses; Assumption
    Agreements	244
	Section 3.09	Realization Upon Defaulted Loans and Companion
    Loans	249
	Section 3.10	Trustee and Custodian to Cooperate; Release
    of Mortgage Files	253
	Section 3.11	Servicing Compensation	254
	Section 3.12	Inspections; Collection of Financial Statements	262
	Section 3.13	Access to Certain Information	268
	Section 3.14	Title to REO Property; REO Account	282
	Section 3.15	Management of REO Property	284
	Section 3.16	Sale of Defaulted Loans and REO Properties	286
	Section 3.17	Additional Obligations of Master Servicer and
    Special Servicers	293
	Section 3.18	Modifications, Waivers, Amendments and Consents	296
	Section 3.19	Transfer of Servicing Between Master Servicer
    and Special Servicer; Recordkeeping; Asset Status Report	307
	Section 3.20	Sub-Servicing Agreements	314
	Section 3.21	Interest Reserve Account	318
	Section 3.22	Directing Holder and Operating Advisor Contact
    with Master Servicer and Special Servicers	318
	Section 3.23	Controlling 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 Parties	318
	Section 3.24	Co-Lender Agreements	325
	Section 3.25	Rating Agency Confirmation	328
	Section 3.26	The Operating Advisor	330
	Section 3.27	Companion Paying Agent	339
	Section 3.28	Companion Register	339
	Section 3.29	Certain Matters Relating to the Non-Serviced
    Mortgage Loans	340
	Section 3.30	Delivery of Excluded Information to the Certificate
    Administrator	341
	Section 3.32	Credit Risk Retention	346
	Section 3.34	SOMA Tele

co Office Trust Subordinate Companion
    Loan	347
	Section 3.35	Amazon Seattle Trust Subordinate Companion Loan	349
	Section 3.36	SOMA Teleco Office Loan-Specific Directing Holder	350
	Section 3.37	Amazon Seattle Loan-Specific Directing Holder	351
	Section 3.38	Certain Matters with Respect to Joint Mortgage
    Loans	352




    -ii-


     


    

 


	ARTICLE
    IV
	 	 	 
	DISTRIBUTIONS
    TO CERTIFICATEHOLDERS
	AND POOLED
    RR INTEREST OWNER
	 
	Section 4.01	Distributions	357
	Section 4.02	Distribution Date Statements; CREFC® Investor
    Reporting Packages; Grant of Power of Attorney	376
	Section 4.03	P&I Advances	383
	Section 4.04	Allocation of Realized Losses	386
	Section 4.05	Appraisal Reduction Amounts; Collateral Deficiency
    Amounts	389
	Section 4.06	Grantor Trust Reporting	395
	Section 4.07	Investor Q&A Forum; Investor Registry; and
    Rating Agency Q&A Forum and Document Request Tool	396
	Section 4.08	Secure Data Room	399
	 	 	 
	ARTICLE
    V
	 	 	 
	THE CERTIFICATES
	 
	Section 5.01	The Certificates	400
	Section 5.02	Form and Registration	403
	Section 5.03	Registration of Transfer and Exchange of Certificates	405
	Section 5.04	Mutilated, Destroyed, Lost or Stolen Certificates	415
	Section 5.05	Persons Deemed Owners	415
	Section 5.06	Access to List of Certificateholders’
    Names and Addresses; Special Notices	415
	Section 5.07	Maintenance of Office or Agency	416
	Section 5.08	Appointment of Certificate Administrator	417
	Section 5.09	Voting Procedures for Certificates	417
	 	 	 
	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 6.01	Representations, Warranties and Covenants of
    the Master Servicer, Special Servicers, the Operating Advisor and the Asset Representations Reviewer	419
	Section 6.02	Liability of the Depositor, the Master Servicer,
    the Operating Advisor, the Special Servicers and the Asset Representations Reviewer	425
	Section 6.03	Merger, Consolidation or Conversion of the Depositor,
    the Master Servicer, the Operating Advisor, the Special Servicers or the Asset Representations Reviewer	425



 



    -iii-


     


    

 


	Section 6.04	Limitation on Liability of
    the Depositor, the Master Servicer, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer and Others	426
	Section 6.05	Depositor, Master Servicer and Special Servicers
    Not to Resign	432
	Section 6.06	Rights of the Depositor in Respect of the Master
    Servicer and the Special Servicers	433
	Section 6.07	The Master Servicer and the Special Servicers
    as Certificate Owner	433
	Section 6.08	The Directing Holder and the Risk Retention
    Consultation Parties	433
	Section 6.09	Rating Agency Surveillance Fees	442
	 	 	 
	ARTICLE
    VII
	 	 	 
	SERVICER
    TERMINATION EVENTS
	 
	Section 7.01	Servicer Termination Events; Master Servicer
    and Special Servicer Termination	442
	 	 	 
	Section 7.02	Trustee to Act; Appointment of Successor	455
	Section 7.03	Notification to Certificateholders and Pooled
    RR Interest Owner	457
	Section 7.04	Waiver of Servicer Termination Events	457
	Section 7.05	Trustee as Maker of Advances	458
	 	 	 
	ARTICLE
    VIII
	 	 	 
	CONCERNING
    THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	 
	Section 8.01	Duties of the Trustee and the Certificate Administrator	458
	Section 8.02	Certain Matters Affecting the Trustee and the
    Certificate Administrator	460
	Section 8.03	Trustee and Certificate Administrator Not Liable
    for Validity or Sufficiency of Certificates, Pooled RR Interest, Mortgage Loans or the Trust Subordinate Companion Loans	462
	Section 8.04	Trustee or Certificate Administrator May Own
    Certificates	463
	Section 8.05	Fees and Expenses of Trustee and Certificate
    Administrator; Indemnification of Trustee and Certificate Administrator	 
	Section 8.06	Eligibility Requirements for Trustee and Certificate
    Administrator	464
	Section 8.07	Resignation and Removal of the Trustee and Certificate
    Administrator	465
	Section 8.08	Successor Trustee or Certificate Administrator	468
	Section 8.09	Merger or Consolidation of Trustee or Certificate
    Administrator	469
	Section 8.10	Appointment of Co-Trustee or Separate Trustee	469
	Section 8.11	Appointment of Custodians	470
	Section 8.12	Representations and Warranties of the Trustee	470
	Section 8.13	Provision of Information to Certificate Administrator,
    Master Servicer and Special Servicers	472
	Section 8.14	Representations and Warranties of the Certificate
    Administrator	473
	Section 8.15	Compliance with the PATRIOT Act	474



 



    -iv-


     


    

 


	ARTICLE
    IX
	 	 	 
	TERMINATION
	 
	Section 9.01	Termination upon Repurchase or Liquidation of
    All Mortgage Loans	474
	Section 9.02	Additional Termination Requirements	480
	 	 	 
	ARTICLE
    X
	 	 	 
	ADDITIONAL
    REMIC PROVISIONS
	 
	Section 10.01	REMIC Administration	481
	Section 10.02	Use of Agents	485
	Section 10.03	Depositor, Master Servicer and Special Servicers
    to Cooperate with Certificate Administrator	485
	Section 10.04	Appointment of REMIC Administrators	486
	 	 	 
	ARTICLE
    XI
	 	 	 
	EXCHANGE
    ACT REPORTING AND REGULATION AB COMPLIANCE
	 
	Section 11.01	Intent of the Parties; Reasonableness	487
	Section 11.02	Succession; Subcontractors	487
	Section 11.03	Filing Obligations	489
	Section 11.04	Form 10-D and Form ABS-EE Filings	490
	Section 11.05	Form 10-K Filings	494
	Section 11.06	Sarbanes-Oxley Certification	497
	Section 11.07	Form 8-K Filings	498
	Section 11.08	Form 15 Filing	500
	Section 11.09	Annual Compliance Statements	500
	Section 11.10	Annual Reports on Assessment of Compliance with
    Servicing Criteria	502
	Section 11.11	Annual Independent Public Accountants’
    Attestation Report	504
	Section 11.12	Indemnification	505
	Section 11.13	Amendments	508
	Section 11.14	Regulation AB Notices	508
	Section 11.15	Certain Matters Relating to the Future Securitization
    of the Serviced Pari Passu Companion Loans	508
	Section 11.16	Certain Matters Regarding Significant Obligors	513
	Section 11.17	Impact of Cure Period	514
	 	 	 
	ARTICLE
    XII
	 	 	 
	THE ASSET
    REPRESENTATIONS REVIEWER
	 
	Section 12.01	Asset Review	514



 



    -v-


     


    

 


	Section 12.02	Payment of Asset Representations
    Reviewer Fees and Expenses; Limitation of Liability	521
	Section 12.03	Resignation of the Asset Representations Reviewer	522
	Section 12.04	Restrictions of the Asset Representations Reviewer	522
	Section 12.05	Termination of the Asset Representations Reviewer	523
	 	 	 
	ARTICLE
    XIII
	 	 	 
	MISCELLANEOUS
    PROVISIONS
	Section 13.01	Amendment	526
	Section 13.02	Recordation of Agreement; Counterparts	531
	Section 13.03	Limitation on Rights of Certificateholders and
    Pooled RR Interest Owner	531
	Section 13.04	Governing Law; Submission to Jurisdiction; Waiver
    of Jury Trial	532
	Section 13.05	Notices	533
	Section 13.06	Severability of Provisions	542
	Section 13.07	Grant of a Security Interest	542
	Section 13.08	Successors and Assigns; Third Party Beneficiaries	543
	Section 13.09	Article and Section Headings	543
	Section 13.10	Notices to the Rating Agencies	543
	Section 13.11	Cooperation with the Mortgage Loan Sellers with
    Respect to Rights Under the Loan Agreements	545
	Section 13.12	PNC Bank, National Association	546



 



    -vi-


     


    

 


EXHIBITS


 


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



 



    -vii-


     


    

 


	Exhibit F-2	Form of ERISA Representation
    Letter regarding [Class R Certificates][Class S Certificates][Class RR Certificates][Class ST-VR Certificates]
	Exhibit G	Form of Distribution Date Statement
	Exhibit H	[Reserved]
	Exhibit I	Form of Transfer Certificate for Rule 144A Book-Entry
    Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period
	Exhibit J	Form of Transfer Certificate for Rule 144A Book-Entry
    Certificate to Regulation S Book-Entry Certificate after Restricted Period
	Exhibit K	Form of Transfer Certificate for Temporary Regulation
    S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period
	Exhibit L	Form of Transfer Certificate for Temporary Regulation
    S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period
	Exhibit M	Form of Transfer Certificate for Non-Book Entry
    Certificate to Temporary Regulation S Book-Entry Certificate
	Exhibit N	Form of Transfer Certificate for Non-Book Entry
    Certificate to Regulation S Book-Entry Certificate
	Exhibit O	Form of Transfer Certificate for Non-Book Entry
    Certificate to Rule 144A Book-Entry Certificate
	Exhibit P-1A	Form 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-1B	Form of Investor Certification for Non-Borrower
    Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder)
	Exhibit P-1C	Form 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-1D	Form of Investor Certification for Borrower
    Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder)
	Exhibit P-1E	Form of Notice of Excluded Controlling Class
    Holder
	Exhibit P-1F	Form of Notice of Excluded Controlling Class
    Holder to Certificate Administrator
	Exhibit P-1G	Form of Certification of the Controlling Class
    Representative
	Exhibit P-1H	Form of Certification of a Risk Retention Consultation
    Party
	Exhibit P-2	Form of Certification for NRSROs
	Exhibit P-3	Online Market Data Provider Certification
	Exhibit Q	Custodian Certification/Exception Report
	Exhibit R-1	Form of Power of Attorney by Trustee for Master
    Servicer
	Exhibit R-2	Form of Power of Attorney by Trustee for [General][Amazon
    Seattle]Special Servicer
	Exhibit S	Initial Companion Holders, Initial Class Majority
    Certificateholder
	Exhibit T	Form of Notice Relating to the Non-Serviced
    Mortgage Loans
	Exhibit U	Form of Notice and Certification Regarding Defeasance
    of Mortgage Loan



 



    -viii-


     


    

 


	Exhibit V	Form of Operating Advisor
    Annual Report
	Exhibit W	Form of Notice from Operating Advisor Recommending
    Replacement of the [General][Amazon Seattle]Special Servicer
	Exhibit X	Form of Confidentiality Agreement
	Exhibit Y	Form Certification to be Provided with Form
    10-K
	Exhibit Z-1	Form of Certification to be Provided to Depositor
    by Certificate Administrator
	Exhibit Z-2	Form of Certification to be Provided to Depositor
    by Master Servicer
	Exhibit Z-3	Form of Certification to be Provided to Depositor
    by [General][Amazon Seattle] Special Servicer
	Exhibit Z-4	Form of Certification to be Provided to Depositor
    by Trustee
	Exhibit Z-5	Form of Certification to be Provided to Depositor
    by Operating Advisor
	Exhibit Z-6	Form of Certification to be Provided to Depositor
    by Custodian
	Exhibit Z-7	Form of Certification to be Provided to Depositor
    by Asset Representations Reviewer
	Exhibit AA	Servicing Criteria to be Addressed in Assessment
    of Compliance
	Exhibit BB	Additional Form 10-D Disclosure
	Exhibit CC	Additional Form 10-K Disclosure
	Exhibit DD	Form 8-K Disclosure Information
	Exhibit EE	Additional Disclosure Notification
	Exhibit FF	Initial Sub-Servicers
	Exhibit GG	Servicing Function Participants
	Exhibit HH	Form of Annual Compliance Statement
	Exhibit II	Form of Report on Assessment of Compliance with
    Servicing Criteria
	Exhibit JJ	CREFC® Payment Information
	Exhibit KK	Form of Notice of Additional Secured Indebtedness
    Notification
	Exhibit LL	Additional Disclosure Notification (Accounts)
	Exhibit MM	Form of Notice of Purchase of [Controlling Class
    Certificate][SOMA Teleco Office Controlling Class Certificate][Amazon Seattle Controlling Class Certificate]
	Exhibit NN	Form of Asset Review Report by the Asset Representations
    Reviewer
	Exhibit OO	Form of Asset Review Report Summary
	Exhibit PP	Asset Review Procedures
	Exhibit QQ	Form of Certification to Certificate Administrator
    Requesting Access to Secure Data Room
	Exhibit RR	Form of Notice of [Additional Delinquent Loan][Cessation
    of Delinquent Loan][Cessation of Asset Review Trigger]
	Exhibit SS	Form of Certificate Administrator Receipt of
    the Class 300P-RR Certificates
	Exhibit TT	Form of Certificate Administrator Receipt of
    the Retained Certificates Upon Transfer
	Exhibit UU	Form of Certificate Administrator Receipt of
    the Class RR Certificates and the Class ST-VR Certificates
	Exhibit VV	Retained Defeasance Rights and Obligations Mortgage
    Loans



 



    -ix-


     


    

  


SCHEDULES


 


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







 






    -x-


     


    

  


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


 



    -1-


     


    

 


 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


 



    -2-


     


    

 


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


 


	Class Designation	 	Pass-Through Rate	 	Original 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:


 






    -3-


     


    

 


	Designation	 	Interest Rate or Pass-Through Rate	 	Original 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 LR	 	 	N/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.


 






    -4-


     


    

 


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 Certificates	 	 	0.6230	%	 	$	22,751,000	 
	Class A-2 Certificates	 	 	1.9770	%	 	$	18,335,000	 
	Class A-3 Certificates	 	 	1.9060	%	 	$	38,075,000	 
	Class A-4 Certificates	 	 	2.2680	%	 	$	175,000,000	 
	Class A-5 Certificates	 	 	2.5770	%	 	$	514,148,000	 
	Class A-SB Certificates	 	 	2.2710	%	 	$	35,940,000	 
	Class X-A Certificates	 	 	1.114019243%(1)	 	$	920,578,000	(2)
	Class X-B Certificates	 	 	0.661517868%(1)	 	$	93,350,000	(2)
	Class A-S Certificates	 	 	2.8470	%	 	$	116,329,000	 
	Class B Certificates	 	 	2.6350	%	 	$	48,829,000	 
	Class C Certificates	 	 	3.2010	%	 	$	44,521,000	 
	Class X-D Certificates	 	 	1.566457729%(1)	 	$	60,319,000	(2)
	Class X-F Certificates	 	 	1.191457729%(1)	 	$	24,415,000	(2)
	Class X-G Certificates	 	 	1.191457729%(1)	 	$	11,489,000	(2)
	Class X-H Certificates	 	 	1.191457729%(1)	 	$	38,776,742	(2)
	Class D Certificates	 	 	2.0000	%	 	$	33,032,000	 
	Class E Certificates	 	 	2.0000	%	 	$	27,287,000	 



 






    -5-


     


    

 


	Class F Certificates	 	 	2.3750	%	 	$	24,415,000	 
	Class G Certificates	 	 	2.3750	%	 	$	11,489,000	 
	Class H Certificates	 	 	2.3750	%	 	$	38,776,742	 
	Class ST-A Certificates	 	 	3.649	%	 	$	11,875,000	 
	Class 300P-A Certificates	 	 	2.994	%	 	$	13,196,000	 
	Class 300P-B Certificates	 	 	2.994	%	 	$	43,433,000	 
	Class 300P-C Certificates	 	 	2.994	%	 	$	43,809,000	 
	Class 300P-D Certificates	 	 	2.994	%	 	$	41,917,000	 
	Class 300P-E Certificates	 	 	2.994	%	 	$	3,495,000	 
	Class 300P-RR Certificates	 	 	2.994	%	 	$	9,250,000	 
	Class R Certificates	 	 	N/A(3)	 	 	N/A	 
	Class S Certificates	 	 	N/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


 



    -6-


     


    

 


 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
    Loan	Type	Non-Serviced
    Pooling Agreement	Companion
    Loan Type	Servicing
    Shift Lead Note (if any)(1)
	1	Burlingame
    Point	Non-Serviced	BGME
    Trust 2021-VR	Pari
    Passu and Subordinate	NAP
	2	SOMA
    Teleco Office	Serviced	NAP	Senior
    and Subordinate	NAP
	3	Amazon
    Seattle	Serviced	NAP	Pari
    Passu and Subordinate	NAP
	5	909
    Third Avenue	Non-Serviced	NYC
    2021-909	Pari
    Passu and Subordinate	NAP
	6	Phillips
    Point	Non-Serviced	Benchmark
    2021-B23	Pari
    Passu	NAP
	10	1985
    Marcus	Serviced	NAP	Pari
    Passu	NAP
	15	30
    Hudson Yards 67	Non-Serviced	Benchmark
    2021-B24	Pari
    Passu	NAP
	17	The
    Galleria Office Towers	Non-Serviced	Benchmark
    2021-B24	Pari
    Passu	NAP
	20	U.S.
    Industrial Portfolio VI	Non-Serviced	Benchmark
    2021-B24	Pari
    Passu	NAP
	21	JW
    Marriott Nashville	Non-Serviced	Benchmark
    2021-B23	Pari
    Passu	NAP
	24	Boca
    Office Portfolio	Non-Serviced	Benchmark
    2021-B24	Pari
    Passu	NAP
	25	Cabinetworks
    Portfolio	Serviced	NAP	Pari
    Passu	NAP
	31	141
    Livingston	Non-Serviced	Benchmark
    2021-B24	Pari
    Passu	NAP
	35	At
    Home – Willow Grove	Serviced	NAP	Senior
    and Subordinate	NAP



 






    -7-


     


    

 





 



 



		(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.


 






    -8-


     


    

 


“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.


 






    -9-


     


    

 


“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


 



    -10-


     


    

 


 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.


 






    -11-


     


    

 


“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


 



    -12-


     


    

 


 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


 



    -13-


     


    

 


 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);


 






    -14-


     


    

 


(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.


 






    -15-


     


    

 


“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).


 






    -16-


     


    

 


“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;


 






    -17-


     


    

 


(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,


 



    -18-


     


    

 


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.


 






    -19-


     


    

 


“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


 



    -20-


     


    

 


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.




 



    -21-


     


    

 


“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





 



    -22-


     


    

 


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


 



    -23-


     


    

 


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).


 






    -24-


     


    

 


“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 


 



    -25-


     


    

 


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.


 






    -26-


     


    

 


“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.


 






    -27-


     


    

 


“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.


 






    -28-


     


    

 


“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


 



    -29-


     


    

 


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.


 






    -30-


     


    

 


“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.


 






    -31-


     


    

 


“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%.


 






    -32-


     


    

 


“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%.


 






    -33-


     


    

 


“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


 



    -34-


     


    

 


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


 



    -35-


     


    

 


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.


 






    -36-


     


    

 


“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


 



    -37-


     


    

 


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


 



    -38-


     


    

 


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


 



    -39-


     


    

 


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


 



    -40-


     


    

 


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


 



    -41-


     


    

 


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


 



    -42-


     


    

 


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


 



    -43-


     


    

 


 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


 



    -44-


     


    

 


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


 



    -45-


     


    

 



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


 



    -46-


     


    

 


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).


 






    -47-


     


    

 


“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.


 






    -48-


     


    

 


“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


 



    -49-


     


    

 


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,


 



    -50-


     


    

 


(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.


 






    -51-


     


    

 


“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


 



    -52-


     


    

 



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.


 






    -53-


     


    

 


“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.


 






    -54-


     


    

 


“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 


 



    -55-


     


    

 


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


 



    -56-


     


    

 


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:


 






    -57-


     


    

 


(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;


 






    -58-


     


    

 


(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;


 






    -59-


     


    

 


(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;


 






    -60-


     


    

 


(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;


 






    -61-


     


    

 


(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).


 






    -62-


     


    

 


“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).


 






    -63-


     


    

 


“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


 



    -64-


     


    

 


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


 



    -65-


     


    

 


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


 



    -66-


     


    

 


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.


 






    -67-


     


    

 


“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



 



    -68-


     


    

 


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


 



    -69-


     


    

 


 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 


 



    -70-


     


    

 


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


 



    -71-


     


    

 


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.


 






    -72-


     


    

 


“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.


 






    -73-


     


    

 


“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


 



    -74-


     


    

 


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


 



    -75-


     


    

 


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


 



    -76-


     


    

 


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


 



    -77-


     


    

 


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,


 



    -78-


     


    

 


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.


 






    -79-


     


    

 


“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.


 






    -80-


     


    

 


“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


 



    -81-


     


    

 


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.


 






    -82-


     


    

 


“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.


 






    -83-


     


    

 


“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.


 






    -84-


     


    

 


“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.


 






    -85-


     


    

 


“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 


 



    -86-


     


    

 


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);


 






    -87-


     


    

 


(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


 



    -88-


     


    

 


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


 



    -89-


     


    

 


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.


 






    -90-


     


    

 


“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;


 






    -91-


     


    

 


(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


 



    -92-


     


    

 


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.


 






    -93-


     


    

 


“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


 



    -94-


     


    

 


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


 



    -95-


     


    

 


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


 



    -96-


     


    

 


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


 



    -97-


     


    

 


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


 



    -98-


     


    

 


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.


 






    -99-


     


    

 


“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.


 






    -100-


     


    

 


“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


 



    -101-


     


    

 


 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


 



    -102-


     


    

 


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


 



    -103-


     


    

 


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.


 






    -104-


     


    

 


“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.


 






    -105-


     


    

 


“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


 



    -106-


     


    

 


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


 



    -107-


     


    

 



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


 



    -108-


     


    

 


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


 



    -109-


     


    

 


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)


 



    -110-


     


    

 


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;


 






    -111-


     


    

 


(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


 



    -112-


     


    

 


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.


 






    -113-


     


    

 


“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,


 



    -114-


     


    

 


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.


 






    -115-


     


    

 


“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


 






    -116-


     


    

 


(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.


 






    -117-


     


    

 


“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


 



    -118-


     


    

 


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.


 






    -119-


     


    

 


“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.


 






    -120-


     


    

 


“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


 



    -121-


     


    

 


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


 



    -122-


     


    

 


 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


 



    -123-


     


    

 



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);


 






    -124-


     


    

 


(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


 



    -125-


     


    

 


 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


 



    -126-


     


    

 


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


 



    -127-


     


    

 


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).


 






    -128-


     


    

 


“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


 



    -129-


     


    

 


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 Certificates	 	Class LA1 Uncertificated Interest
	Class A-2 Certificates	 	Class LA2 Uncertificated Interest
	Class A-3 Certificates	 	Class LA3 Uncertificated Interest
	Class A-4 Certificates	 	Class LA4 Uncertificated Interest
	Class A-5 Certificates	 	Class LA5 Uncertificated Interest
	Class A-SB Certificates	 	Class LASB Uncertificated Interest
	Class A-S Certificates	 	Class LAS Uncertificated Interest
	Class B Certificates	 	Class LB Uncertificated Interest
	Class C Certificates	 	Class LC Uncertificated Interest
	Class D Certificates	 	Class LD Uncertificated Interest
	Class E Certificates	 	Class LE Uncertificated Interest
	Class F Certificates	 	Class LF Uncertificated Interest
	Class G Certificates	 	Class LG Uncertificated Interest
	Class H Certificates	 	Class LH Uncertificated Interest
	Class RR Certificates	 	Class LRR Uncertificated Interest
	Class ST-A Certificates	 	Class LSTA Uncertificated Interest
	Class ST-VR Certificates	 	Class LSTVR Uncertificated Interest
	Class 300P-A Certificates	 	Class L300PA Uncertificated Interest
	Class 300P-B Certificates	 	Class L300PB Uncertificated Interest
	Class 300P-C Certificates	 	Class L300PC Uncertificated Interest
	Class 300P-D Certificates	 	Class L300PD Uncertificated Interest
	Class 300P-E Certificates	 	Class L300PE Uncertificated Interest
	Class 300P-RR Certificates	 	Class L300PRR Uncertificated Interest
	Pooled RR Interest	 	LRI



 


“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


 



    -130-


     


    

 


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).


 






    -131-


     


    

 


“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


 



    -132-


     


    

 


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).


 






    -133-


     


    

 


“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).


 






    -134-


     


    

 


“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.


 






    -135-


     


    

 


“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.


 






    -136-


     


    

 


“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.


 






    -137-


     


    

 


“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


 



    -138-


     


    

 


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


 



    -139-


     


    

 


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


 



    -140-


     


    

 


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.


 






    -141-


     


    

 


“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.


 






    -142-


     


    

 


“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;


 






    -143-


     


    

 


(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).


 






    -144-


     


    

 


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


 



    -145-


     


    

 


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;


 






    -146-


     


    

 


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


 



    -147-


     


    

 


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


 



    -148-


     


    

 


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


 



    -149-


     


    

 


(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


 



    -150-


     


    

 


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


 



    -151-


     


    

 



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


 



    -152-


     


    

 


 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


 






    -153-


     


    

 


(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


 



    -154-


     


    

 


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


 



    -155-


     


    

 


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


 



    -156-


     


    

 


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).


 






    -157-


     


    

 


“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:


 






    -158-


     


    

 


 




(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.


 






    -159-


     


    

 


“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.


 






    -160-


     


    

 


“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


 



    -161-


     


    

 


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.


 






    -162-


     


    

 


“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


 



    -163-


     


    

 


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 


 



    -164-


     


    

 


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


 



    -165-


     


    

 


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


 



    -166-


     


    

 


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


 



    -167-


     


    

 


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 


 



    -168-


     


    

 


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


 



    -169-


     


    

 


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


 



    -170-


     


    

 


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.


 






    -171-


     


    

 


(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


 



    -172-


     


    

 


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


 



    -173-


     


    

 


 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


 



    -174-


     


    

 


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


 



    -175-


     


    

 


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


 



    -176-


     


    

 


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


 



    -177-


     


    

 


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


 



    -178-


     


    

 


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


 



    -179-


     


    

 


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


 



    -180-


     


    

 


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 


 



    -181-


     


    

 


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.


 






    -182-


     


    

 


(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


 



    -183-


     


    

 


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.


 






    -184-


     


    

 


(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.


 






    -185-


     


    

 


(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


 



    -186-


     


    

 


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.


 






    -187-


     


    

 


(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


 



    -188-


     


    

 


 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


 



    -189-


     


    

 


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”) 


 



    -190-


     


    

 


(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


 



    -191-


     


    

 


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


 



    -192-


     


    

 


 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


 



    -193-


     


    

 


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-


 



    -194-


     


    

 


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;


 



    -195-


     


    

 


 (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


 



    -196-


     


    

 


 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


 



    -197-


     


    

 


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


 



    -198-


     


    

 


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


 



    -199-


     


    

 


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


 



    -200-


     


    

 


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.


 






    -201-


     


    

 


(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


 



    -202-


     


    

 


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


 



    -203-


     


    

 


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


 



    -204-


     


    

 


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 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 applicable 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 a recovery of accrued and unpaid interest pursuant to clause fifth below or clause fifth of the
prior waterfall above 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 P&I Advances for such Mortgage Loan that would have occurred in connection with related Appraisal Reduction
Amounts, and (b) Accrued AB Loan Interest;


 






    -205-


     


    

 


fourth,
to the extent not previously allocated pursuant to clause first, as a recovery of principal of such Mortgage Loan
to the extent of its entire 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 or clause fifth
of the prior waterfall above on earlier dates);


 


sixth,
as a recovery of any Yield Maintenance Charge then due and owing under such Mortgage Loan;


 


seventh,
as a recovery of any late payment charges and Default Interest then due and owing under such Mortgage Loan;


 


eighth,
as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;


 


ninth,
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); and


 


tenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, an accrued but unpaid Excess Interest;


 


provided
that if a Non-Serviced Mortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan becomes
an REO Loan, 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.


 


(iii)         Notwithstanding clauses (i) and (ii) above, such provisions shall not be deemed to affect the priority of distributions
of payments pursuant to the provisions of this Agreement. To the extent that such amounts are paid by a party other than a Mortgagor,
such amounts shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged Property (in the case
of Insurance and Condemnation Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the Mortgage Loan or Companion
Loan, as applicable, or in accordance with Section 3.02(b)(ii) above.


 






    -206-


     


    

 


(c)               
To the extent consistent with the terms of the Mortgage Loans (and, with respect to each Serviced Whole Loan, the related Serviced
Companion Loan, as applicable, and the related Co-Lender Agreement) and applicable law, the Master Servicer shall apply all Insurance
and Condemnation Proceeds it receives on a day other than the Due Date to amounts due and owing under the related Mortgage Loan
or Companion Loan as if such Insurance and Condemnation Proceeds were received on the Due Date immediately succeeding the month
in which Insurance and Condemnation Proceeds were received and otherwise in accordance with Section 3.02(b)(ii) above.


 


(d)              
In the event that the Master Servicer or applicable Special Servicer receives Excess Interest prior to the Determination Date
for any Collection Period, or receives notice from the related Mortgagor that the Master Servicer or applicable Special Servicer
will be receiving Excess Interest prior to the Determination Date for any Collection Period, the Master Servicer or applicable
Special Servicer, as the case may be, shall notify the Trustee and Certificate Administrator two (2) Business Days prior to the
related Distribution Date. None of the Master Servicer, the applicable Special Servicer, the Certificate Administrator or the
Trustee shall be responsible for any failure of the related Mortgagor to pay any such Excess Interest or prepayment penalty. The
preceding statements shall not, however, be construed to limit the provisions of Section 3.02(a).


 


(e)               
With respect to any Mortgage Loan (or any Trust Subordinate Companion Loan, as applicable) in connection with which the Mortgagor
was required to escrow funds or to post a letter of credit related to obtaining certain performance objectives described in the
applicable Mortgage Loan documents or Trust Subordinate Companion Loan documents, as applicable, the Master Servicer shall, to
the extent consistent with the Servicing Standard, hold such escrows, letters of credit and proceeds thereof as additional collateral
and not apply such items to reduce the principal balance of such Mortgage Loan, Serviced Companion Loan, unless otherwise required
to do so pursuant to the applicable Mortgage Loan documents, applicable law or court order.


 


(f)                
(A) Promptly following the Closing Date and, with respect to any Servicing Shift Mortgage Loan, promptly following receipt of
written notice by the Certificate Administrator of the related Servicing Shift Securitization Date, in the case of any Non-Serviced
Whole Loan, the Certificate Administrator shall send written notice (in the form attached hereto as Exhibit T) to the related
Non-Serviced Master Servicer (with a copy to any other applicable party set forth on the schedule of addresses to Exhibit T)
stating that, as of such date, the Trustee is the holder of the related Non-Serviced Mortgage Loan and directing such Non-Serviced
Master Servicer to remit to the Master Servicer all amounts payable to, and to forward, deliver or otherwise make available, as
the case may be, to the Master Servicer all reports, statements, documents, communications and other information that are to be
forwarded, delivered or otherwise made available to, the holder of such Non-Serviced Mortgage Loan under the related Non-Serviced
Co-Lender Agreement and the related Non-Serviced Pooling Agreement and (B) notice of any subsequent change in the identity of
the Master Servicer or the party designated to exercise the rights of the “Non-Controlling Note Holder” under each
Co-Lender Agreement (together with the relevant contact information (to the extent the Certificate Administrator has received
notice of such event and the relevant contact information)). The Master Servicer shall, within two (2) Business Days of receipt
of properly identified and available funds, deposit into 


 



    -207-


     


    

 


the Collection Account all amounts received with respect to the related
Non-Serviced Mortgage Loan, the related Non-Serviced Mortgaged Property or any related REO Property.


 


Section 3.03         
Collection of Taxes, Assessments and Similar Items; Servicing Accounts. (a)  The
Master Servicer shall establish and maintain one or more accounts (the “Servicing Accounts”), into which all
Escrow Payments shall be deposited and retained, and shall administer such Servicing Accounts in accordance with the Mortgage
Loan documents and, if applicable, the Companion Loan documents, as the case may be. Any Servicing Account related to a Serviced
Whole Loan, shall be held for the benefit of the Certificateholders and the Pooled RR Interest Owner and the related Serviced
Companion Noteholder collectively, but this shall not be construed to modify respective interests of either noteholder therein
as set forth in the related Co-Lender Agreement. Amounts on deposit in Servicing Accounts may only be invested in accordance with
the terms of the related Mortgage Loan documents and Companion Loan documents, as applicable, or in Permitted Investments in accordance
with the provisions of Section 3.06. Servicing Accounts shall be Eligible Accounts to the extent permitted by the
terms of the related Mortgage Loan documents. Withdrawals of amounts so deposited from a Servicing Account may be made only to:
(i) effect payment of items for which Escrow Payments were collected and comparable items; (ii) reimburse the Trustee
and then the Master Servicer, if applicable, for any Property Protection Advances; (iii) refund to Mortgagors any sums as
may be determined to be overages; (iv) pay interest to Mortgagors on balances in the Servicing Account, if required by applicable
law or the terms of the related Mortgage Loan or Companion Loan and as described below or, if not so required, to the Master Servicer;
(v) after the occurrence of an event of default under the related Mortgage Loan or Companion Loan, apply amounts to the indebtedness
under the applicable Mortgage Loan or Companion Loan; (vi) withdraw amounts deposited in error; (vii) pay Penalty Charges
to the extent permitted by the related Mortgage Loan documents; or (viii) clear and terminate the Servicing Account at the
termination of this Agreement in accordance with Section 9.01. As part of its servicing duties, the Master Servicer
shall pay or cause to be paid to the Mortgagors interest on funds in Servicing Accounts, to the extent required by law or the
terms of the related Mortgage Loan or Companion Loan; provided, however, that in no event shall the Master Servicer be required
to remit to any Mortgagor any amounts in excess of actual net investment income or funds in the related Servicing Account. If
allowed by the related Mortgage Loan documents and applicable law, the Master Servicer may charge the related Mortgagor an administrative
fee for maintenance of the Servicing Accounts.


 


(b)              
The applicable Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan),
and the Master Servicer, in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each Serviced
Companion Loan, shall maintain accurate records with respect to each related Mortgaged Property reflecting the status of real
estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and
any ground rents payable in respect thereof. The applicable Special Servicer, in the case of REO Loans (other than any REO Loan
succeeding a Non-Serviced Mortgage Loan), and the Master Servicer, in the case of all other Mortgage Loans (other than a Non-Serviced
Mortgage Loan) and each Serviced Companion Loan, shall use reasonable efforts consistent with the Servicing Standard to obtain,
from time to time, all bills for the payment of such items (including renewal premiums) and shall effect payment thereof from
the applicable REO Account or by the Master Servicer as Property Protection Advances prior to the applicable penalty or termination
date and, in any event, prior to


 



    -208-


     


    

 


the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property
for nonpayment of such items, employing for such purpose Escrow Payments (which shall be so applied by the Master Servicer at
the written direction of the applicable Special Servicer in the case of REO Loans) as allowed under the terms of the related Mortgage
Loan (other than a Non-Serviced Mortgage Loan) and Companion Loan. Other than with respect to any Non-Serviced Mortgage Loan,
the Master Servicer shall service and administer any reserve accounts (including monitoring, maintaining or changing the amounts
of required escrows) in accordance with the terms of such Mortgage Loan and the related Serviced Companion Loan, as applicable,
and the Servicing Standard. To the extent that a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Companion
Loan, as applicable, does not require a Mortgagor to escrow for the payment of real estate taxes, assessments, insurance premiums,
ground rents (if applicable) and similar items, the applicable Special Servicer, in the case of REO Loans, and the Master Servicer,
in the case of all other Mortgage Loans, Companion Loan that it is responsible for servicing hereunder, shall use reasonable efforts
consistent with the Servicing Standard to cause the Mortgagor to comply with its obligation to make payments in respect of such
items at the time they first become due and, in any event, prior to the institution of foreclosure or similar proceedings with
respect to the related Mortgaged Property for nonpayment of such items.


 


(c)               
In accordance with the Servicing Standard and for each Mortgage Loan (other than any Non-Serviced Mortgage Loans) and each
Serviced Whole Loan, as applicable, the Master Servicer shall advance all such funds as are necessary for the purpose of effecting
the payment of (i) real estate taxes, assessments and other similar items that are or may become a lien thereon, (ii) ground
rents (if applicable) and (iii) premiums on Insurance Policies, in each instance if and to the extent Escrow Payments collected
from the related Mortgagor (or related REO Revenues, if applicable) are insufficient to pay such item when due and the related
Mortgagor has failed to pay such item on a timely basis, and provided, however, that the particular Advance would
not, if made, constitute a Nonrecoverable Property Protection Advance and provided, further, however, that
with respect to the payment of taxes and assessments, the Master Servicer shall not be required to make such Advance until the
later of five (5) Business Days after the Master Servicer, the applicable Special Servicer, the Certificate Administrator or the
Trustee, as the case may be, has received confirmation that such item has not been paid or the date prior to the date after which
any penalty or interest would accrue in respect of such taxes or assessments. The applicable Special Servicer shall give the Master
Servicer and the Trustee no less than five (5) Business Days’ written (facsimile or electronic) notice before the date on
which the Master Servicer is requested to make any Property Protection Advance with respect to a given Specially Serviced Mortgage
Loan or REO Property; provided, however, that only two (2) Business Days’ written (facsimile or electronic)
notice shall be required in respect of Property Protection Advances required to be made on an emergency or urgent basis provided,
further, that the applicable Special Servicer shall not be entitled to make such a request (other than for Property Protection
Advances required to be made on an urgent or emergency basis) more frequently than once per calendar month (although such request
may relate to more than one Property Protection Advance). The Master Servicer may pay the aggregate amount of such Property Protection
Advances listed on a monthly request to the applicable Special Servicer, in which case such Special Servicer shall remit such
Property Protection Advances to the ultimate payees. The applicable Special Servicer shall have no obligation to make any Property
Protection Advances; provided, that in an urgent or emergency


 



    -209-


     


    

 


situation requiring the making of a Property Protection Advance,
the applicable Special Servicer may make a Property Protection Advance. Within five (5) Business Days of making such a Property
Protection Advance, such Special Servicer shall deliver to the Master Servicer request for reimbursement for such Property Protection
Advance, along with all information and documentation in such Special Servicer’s possession regarding the subject Property
Protection Advance as the Master Servicer may reasonably request, and the Master Servicer shall be obligated, out of such Master
Servicer’s own funds, to reimburse such Special Servicer for any unreimbursed Property Protection Advances (other than Nonrecoverable
Property Protection Advances which shall be reimbursed from the Collection Account) made by such Special Servicer pursuant to
the terms hereof, together with interest thereon at the Reimbursement Rate from the date made to, but not including, the date
of reimbursement. Such reimbursement and any accompanying payment of interest shall be made within five (5) Business Days of the
written request therefor pursuant to the preceding sentence by wire transfer of immediately available funds to an account designated
in writing by such Special Servicer. Upon the Master Servicer’s reimbursement to the applicable Special Servicer of any
Property Protection Advance and payment to such Special Servicer of interest thereon, all in accordance with this Section 3.03,
the Master Servicer shall for all purposes of this Agreement be deemed to have made such Property Protection Advance at the same
time as such Special Servicer actually made such Property Protection Advance, and accordingly, the Master Servicer shall be entitled
to be reimbursed for such Property Protection Advance, together with interest thereon at the Reimbursement Rate, at the same time,
in the same manner and to the same extent as the Master Servicer would otherwise have been entitled if it had actually made such
Property Protection Advance at the time such Special Servicer did.


 


Any
request by a Special Servicer that the Master Servicer make a Property Protection Advance shall be deemed to be a determination
by such Special Servicer that such requested Property Protection Advance is not a Nonrecoverable Property Protection Advance,
and the Master Servicer shall be entitled to conclusively rely on such determination, provided that the determination shall
not be binding on the Master Servicer or Trustee. On the first Business Day after the Determination Date for the related Distribution
Date, the Special Servicer shall report to the Master Servicer if such Special Servicer determines any Property Protection Advance
previously made by the Master Servicer with respect to a Specially Serviced Mortgage Loan or REO Loan is a Nonrecoverable Property
Protection Advance. The Master Servicer shall be entitled to conclusively rely on such a determination, but such determination
shall be binding upon the Master Servicer, and shall in no way limit the ability of the Master Servicer in the absence of such
determination to make its own determination that any Advance is a Nonrecoverable Advance. If the applicable Special Servicer makes
a determination that only a portion of, and not all of, any previously made or proposed Property Protection Advance is a Nonrecoverable
Advance, the Master Servicer shall 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 Advance. All such Advances shall be reimbursable in
the first instance from related collections from the Mortgagors and further as provided in Section 3.05(a). No costs
incurred by the Master Servicer or a Special Servicer in effecting the payment of real estate taxes, assessments and, if applicable,
ground rents on or in respect of the Mortgaged Properties shall, for purposes hereof, including, without limitation, the Certificate
Administrator’s calculation of monthly distributions to Certificateholders and the Pooled RR Interest Owner, be added to
the unpaid principal balances of the related Mortgage Loans, any


 



    -210-


     


    

 


related Serviced Companion Loan, notwithstanding that the terms
of such Mortgage Loans or related Serviced Companion Loan, so permit. If the Master Servicer fails to make any required Property
Protection Advance as and when due (including any applicable cure periods), to the extent the Trustee has actual knowledge of
such failure, the Trustee shall make such Property Protection Advance pursuant to Section 7.05. Notwithstanding anything
herein to the contrary, no Property Protection Advance shall be required hereunder if such Property Protection Advance would,
if made, constitute a Nonrecoverable Property Protection Advance. In addition, the Master Servicer shall consider Unliquidated
Advances in respect of prior Property Protection Advances for purposes of nonrecoverability determinations. The Special Servicers
shall have no obligation to make any Property Protection Advances under this Agreement.


 


Notwithstanding
the foregoing provisions of this Section 3.03(c), the Master Servicer shall not be required to reimburse the applicable
Special Servicer out of its own funds for, or to make at the direction of the applicable Special Servicer, any Property Protection
Advance if the Master Servicer determines in its reasonable judgment that such Property Protection Advance, although not characterized
by the applicable Special Servicer as a Nonrecoverable Property Protection Advance, is in fact a Nonrecoverable Property Protection
Advance. The Master Servicer shall notify the applicable Special Servicer in writing of such determination and, if applicable,
such Nonrecoverable Property Protection Advance shall be reimbursed to the applicable Special Servicer pursuant to Section 3.05(a).


 


Notwithstanding
anything to the contrary contained in this Section 3.03(c), the Master Servicer may in its good faith judgment elect
(but shall not be required unless directed by the applicable Special Servicer with respect to Specially Serviced Mortgage Loans
and REO Loans) to make a payment from amounts on deposit in the Collection Account (or any Serviced Whole Loan Custodial Account
maintained as a subaccount thereof by a Companion Paying Agent, if applicable) (which shall be deemed first made from amounts
distributable as principal and then from all other amounts comprising general collections) to pay for certain expenses
set forth below notwithstanding that the Master Servicer (or the applicable Special Servicer, as applicable) has determined that
a Property Protection Advance with respect to such expenditure would be a Nonrecoverable Property Protection Advance (unless,
with respect to Specially Serviced Mortgage Loans or REO Loans, the applicable Special Servicer has notified the Master Servicer
to not make such expenditure), where making such expenditure would prevent (i) the related Mortgaged Property from being
uninsured or being sold at a tax sale or (ii) any event that would cause a loss of the priority of the lien of the related
Mortgage, or the loss of any security for the related Mortgage Loan or Serviced Companion Loan; provided that in each instance,
the Master Servicer or the applicable Special Servicer, as applicable, determines in accordance with the Servicing Standard (as
evidenced by an Officer’s Certificate delivered to the Trustee) that making such expenditure is in the best interest of
the Certificateholders, the Pooled RR Interest Owner and Companion Holders, all as a collective whole, as if such Certificateholders,
Pooled RR Interest Owner and Companion Holders constituted a single lender (taking into account the subordinate or pari passu
nature of any Companion Loans). The Master Servicer or Trustee may elect to obtain reimbursement of Nonrecoverable Property
Protection Advances from the Trust pursuant to the terms of Section 3.17(c). The parties acknowledge that pursuant
to the applicable Non-Serviced Pooling Agreement, the applicable Non-Serviced Master Servicer is obligated to make property
protection advances with respect to the related Non-Serviced Whole Loan. The applicable Non-Serviced Master Servicer shall
be entitled to reimbursement for Nonrecoverable


 



    -211-


     


    

 


Property Protection Advances with respect to such Non-Serviced Whole Loan
(with, in each case, any accrued and unpaid interest thereon provided for under the applicable Non-Serviced Pooling Agreement)
in the manner set forth in the applicable Non-Serviced Pooling Agreement and the applicable Non-Serviced Co-Lender Agreement.


 


(d)              
In connection with its recovery of any Property Protection Advance out of the Collection Account (or any Serviced Whole Loan Custodial
Account maintained as a subaccount thereof by the Companion Paying Agent, if applicable) pursuant to Section 3.05(a),
the Trustee, the applicable Special Servicer and then the Master Servicer, as the case may be and in that order, shall be entitled
to receive, out of any amounts then on deposit in the Collection Account interest at the Reimbursement Rate in effect from time
to time, accrued on the amount of such Property Protection Advance from the date made to, but not including, the date of reimbursement.
Subject to Section 3.17(c), the Master Servicer shall reimburse itself, the applicable Special Servicer or the Trustee,
as the case may be, for any outstanding Property Protection Advance as soon as practically possible after funds available for
such purpose are deposited in the Collection Account (or any Serviced Whole Loan Custodial Account maintained as a subaccount
thereof by the Companion Paying Agent, if applicable) subject to the Master Servicer’s or the Trustee’s options and
rights to defer recovery of such amounts as provided herein; provided, however, that such Master Servicer’s
or Trustee’s options and rights to defer recovery of such amounts shall not alter the Master Servicer’s obligation
to reimburse such Special Servicer for any outstanding Property Protection Advance as provided for in this sentence. To the extent
amounts on deposit in the Serviced Whole Loan Custodial Account with respect to the related Companion Loan are insufficient for
any such reimbursement, the Master Servicer shall use efforts in accordance with the Servicing Standard to enforce the rights
of the holder of the related Mortgage Loan under the related Co-Lender Agreement to obtain any reimbursement available from the
holder of the related Companion Loan.


 


(e)               
To the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a Mortgage
Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor written confirmation
thereof within a reasonable time after the later of the Closing Date and the date as of which plan is required to be established
or completed. To the extent any repairs, capital improvements, actions or remediations are required to have been taken or completed
pursuant to the terms of the Mortgage Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from
the Mortgagor written confirmation of such actions and remediations within a reasonable time after the later of the Closing Date
and the date as of which action or remediations are required to be or to have been taken or completed. To the extent a Mortgagor
shall fail to promptly respond to any inquiry described in this Section 3.03(e), the Master Servicer shall report
any such failure to the applicable Special Servicer within a reasonable time after the date as of which actions or remediations
are required to be or to have been taken or completed.


 


Section 3.04         
The 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, the Loan REMIC Residual Distribution Account, the


 



    -212-


     


    

 


 Excess Interest Distribution
Account and the Trust Subordinate Companion Loan REMIC Distribution Accounts. (a)(a)  The
Master Servicer shall establish and maintain, or cause to be established and maintained, a Collection Account in which the Master
Servicer shall deposit or cause to be deposited and in no event later than the second Business Day following receipt of properly
identified and available funds (in the case of payments by Mortgagors or other collections on the Mortgage Loans or Companion
Loans), except as otherwise specifically provided herein, the following payments and collections received or made by or on behalf
of it subsequent to the Cut-off Date (other than in respect of principal and interest on the Mortgage Loans or Companion Loans
due and payable on or before the Cut-off Date, which payments shall be delivered promptly to the applicable Mortgage Loan
Seller or its designee and other than any amounts received from Mortgagors which are received in connection with the purchase
of defeasance collateral), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but
allocable to a period subsequent thereto:


 


(i)           all payments on account of principal, including Principal Prepayments on the Mortgage Loans or principal prepayments on Serviced
Companion Loans;


 


(ii)          all payments on account of interest on the Mortgage Loans or the Serviced Companion Loans, including Excess Interest, Yield Maintenance
Charges and Default Interest;


 


(iii)         late payment charges and other Penalty Charges to the extent required to offset interest on Advances and additional expenses of
the Trust (including Special Servicing Fees, Workout Fees or Liquidation Fees) as required by Section 3.11(d);


 


(iv)         all Insurance and Condemnation Proceeds and Liquidation Proceeds (other than Gain-on-Sale Proceeds or Non-Serviced Gain-on-Sale
Proceeds) received in respect of any Mortgage Loan, Serviced Companion Loan or REO Property (other than (A) Liquidation Proceeds
that are received in connection with the purchase by the Master Servicer, the applicable Special Servicer the Holders of the majority
of the Controlling Class, or the Holders of the Class R Certificates of all the Mortgage Loans, the Trust Subordinate Companion
Loans and any REO Properties in the Trust Fund and that are to be deposited in the Lower-Tier REMIC Distribution Account pursuant
to Section 9.01 and (B) any proceeds that are received in connection with the purchase, if any, of a Serviced
Pari Passu Companion Loan from a securitization by the related Mortgage Loan Seller, which shall be paid directly to the servicer
of such securitization) together with any recovery of Unliquidated Advances in respect of the related Mortgage Loans;


 


(v)          any amounts required to be transferred from the applicable REO Account pursuant to Section 3.14(c);


 


(vi)         any amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred
with respect to Permitted Investments of funds held in the Collection Account; and


 






    -213-


     


    

 


(vii)        any amounts required to be deposited by the Master Servicer or such Special Servicer pursuant to Section 3.07(b) in
connection with losses resulting from a deductible clause in a blanket hazard or master single interest policy.


 


Notwithstanding
the foregoing requirements, the Master Servicer need not deposit into the Collection Account any amount that the Master Servicer
would be authorized to withdraw immediately from such account in accordance with the terms of Section 3.05 and shall
be entitled to instead immediately pay such amount directly to the Person(s) entitled thereto; provided that such amounts
shall be applied in accordance with the terms hereof and shall be reported as if deposited in such Collection Account and then
withdrawn.


 


The
foregoing requirements for deposit in the Collection Account shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary
statements or demands, assumption fees, Modification Fees, extension fees, defeasance fees, amounts collected for Mortgagor checks
returned for insufficient funds or other amounts the Master Servicer or such Special Servicer would be entitled to retain as additional
servicing compensation need not be deposited by the Master Servicer in the Collection Account. If the Master Servicer shall deposit
in the Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection
Account, any provision herein to the contrary notwithstanding. Assumption, extension and Modification Fees actually received from
Mortgagors on Specially Serviced Mortgage Loans shall be promptly delivered to the applicable Special Servicer as additional servicing
compensation.


 


Upon
receipt of any of the foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced
Mortgage Loans, the applicable Special Servicer shall remit within one (1) Business Day such amounts to the Master Servicer for
deposit into the Collection Account, in accordance with this Section 3.04(a). Any such amounts received by the applicable
Special Servicer with respect to an REO Property shall be deposited by such Special Servicer into its REO Account and remitted
to the Master Servicer for deposit into the Collection Account, pursuant to Section 3.14(c). With respect to any such
amounts paid by check to the order of the applicable Special Servicer, such Special Servicer shall endorse without recourse or
warranty such check to the order of the Master Servicer and shall promptly deliver any such check to the Master Servicer by overnight
courier. Funds in the Collection Account may only be invested in Permitted Investments in accordance with the provisions of Section 3.06.
As of the Closing Date, the Collection Account for the Master Servicer shall be located at the offices of Midland Loan Services,
a Division of PNC Bank, National Association. The Master Servicer shall give notice to the Trustee, the applicable Special Servicer
the Certificate Administrator and the Depositor of the new location of the Collection Account prior to any change thereof.


 


For
purposes of determining amounts to be deposited in the Collection Account in respect of the SOMA Teleco Office Trust Subordinate
Companion Loan or the Amazon Seattle Trust Subordinate Companion Loan, as applicable, and the related Mortgage Loan, the Master
Servicer shall determine the allocation of such amounts in accordance with the related Co-Lender Agreement. All amounts so allocable
to the SOMA Teleco Office Trust Subordinate Companion Loan or the Amazon Seattle Trust Subordinate Companion Loan, as applicable,
shall be held separate and apart from other amounts deposited in the Collection Account (or in a


 



    -214-


     


    

 


subaccount or ledger account
of the Collection Account) and may be withdrawn from the Collection Account (pursuant to Section 3.05 and otherwise)
only to the extent set forth in this Agreement and not specifically prohibited under the related Co-Lender Agreement.


 


(b)              
The Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution
Account and the Interest Reserve Account in trust for the benefit of the Certificateholders (other than the Holders of Class S
Certificates) and the Pooled RR Interest Owner, (ii) (A) the Pooled Non-VRR Gain-on-Sale Reserve Account (if established)
for the benefit of the Certificateholders (other than the Holders of the Class S and Class RR Certificates and the Loan-Specific
Certificates), (B) the Pooled VRR Gain-on-Sale Reserve Account (if established) for the benefit of the Pooled VRR Interest Owners,
(C) the SOMA Teleco Office Non-RR Gain-on-Sale Reserve Account (if established) for the benefit of the Holders of the SOMA Teleco
Office Loan-Specific Non-RR Certificates, (D) the SOMA Teleco Office RR Gain-on-Sale Reserve Account (if established) for the
benefit of the Holders of the Class ST-VR Certificates, and (E) the Amazon Seattle Gain-on-Sale Reserve Account (if established)
for the benefit of the Holders of the Amazon Seattle Loan-Specific Certificates, (iii) the Upper-Tier REMIC Distribution Account
for the benefit of the Certificateholders (other than the Holders of Class S Certificates) and the Pooled RR Interest Owner
and (iv) the Excess Interest Distribution Account for the benefit of the Holders of the Class S Certificates and the
Pooled VRR Interest Owners. The Master Servicer shall deliver to the Certificate Administrator each month on or before the Master
Servicer Remittance Date therein, for deposit (w) in the Lower-Tier REMIC Distribution Account, that portion of the Pooled
Available Funds attributable to the Mortgage Loans (in each case, calculated without regard to clauses (a)(iii)(B),
(a)(iv), and (c) of the definition of Pooled Available Funds) for the related Distribution Date, (x) in the
Excess Interest Distribution Account all Excess Interest for the related Distribution Date, (y) in the SOMA Teleco Office Trust
Subordinate Companion Loan REMIC Distribution Account, the SOMA Teleco Office Available Funds attributable to the SOMA Teleco
Office Trust Subordinate Companion Loan without regard to clauses (a)(iii)(B), (a)(iv), and (c) of the
definition of the SOMA Teleco Office Available Funds and (z) in the Amazon Seattle Trust Subordinate Companion Loan REMIC Distribution
Account, the Amazon Seattle Available Funds attributable to the Amazon Seattle Trust Subordinate Companion Loan without regard
to clauses (a)(iii)(B), (a)(iv), and (c) of the definition of the Amazon Seattle Available Funds.


 


With
respect to each Companion Loan (excluding any Non-Serviced Companion Loan and the Trust Subordinate Companion Loans), the
Companion Paying Agent shall establish and maintain the Serviced Whole Loan Custodial Account, which may be a subaccount of the
Collection Account, for distributions to each Companion Holder, to be held for the benefit of the related Companion Holder and
shall, within two (2) Business Days following receipt of available and properly identified funds, deposit in the Serviced Whole
Loan Custodial Account any and all amounts received by the Companion Paying Agent that are required by the terms of this Agreement
or the applicable Co-Lender Agreement to be deposited therein; provided, however, that the Companion Paying Agent
shall separately track for each Serviced Companion Loan all amounts deposited with respect to such Serviced Companion Loan. The
Master Servicer shall deliver to the Companion Paying Agent each month, on or before the Master Servicer Remittance Date therein,
for deposit in the Serviced Whole Loan Custodial Account, an aggregate amount of immediately available funds, to the extent received
with respect to the related Serviced Whole Loan, to the extent of available funds, equal to the amount to be


 



    -215-


     


    

 


distributed to the
related Companion Holder pursuant to the terms of this Agreement and the related Co-Lender Agreement. Notwithstanding the preceding,
the following provisions shall apply to remittances relating to the Serviced Companion Loans that have been deposited into an
Other Securitization: (1) on each Serviced Whole Loan Remittance Date, the Master Servicer shall withdraw from the Collection
Account (or applicable portion thereof) an aggregate amount equal to all payments and/or collections actually received on, and
payable to, such Serviced Companion Loans prior to such dates; provided, however, that in no event shall the Master
Servicer be required to transfer to the Serviced Whole Loan Custodial Account any portion thereof that is payable or reimbursable
to or at the direction of any party to this Agreement under the other provisions of this Agreement and/or the related Co-Lender
Agreement; (2) on each Serviced Whole Loan Remittance Date, the Companion Paying Agent shall make the payments and remittance
described in Section 4.01(o), which payments and remittance shall be made, in each case, on the Serviced Whole Loan
Remittance Date.


 


The
Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Interest Reserve Account, the Excess
Interest Distribution Account, the Serviced Whole Loan Custodial Account, the Trust Subordinate Companion Loan REMIC Distribution
Accounts and, if established, 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 and the Amazon
Seattle Gain-on-Sale Reserve Account, may be subaccounts of a single Eligible Account, which shall be maintained as a segregated
account separate from other accounts.


 


In
addition to the amounts required to be deposited in the Lower-Tier REMIC Distribution Account, the SOMA Teleco Office Trust
Subordinate Companion Loan REMIC Distribution Account or the Amazon Seattle Trust Subordinate Companion Loan REMIC Distribution
Account pursuant to this Section 3.04, the Master Servicer shall, as and when required hereunder, deliver to the Certificate
Administrator for deposit in the Lower-Tier REMIC Distribution Account, the SOMA Teleco Office Trust Subordinate Companion
Loan REMIC Distribution Account or the Amazon Seattle Trust Subordinate Companion Loan REMIC Distribution Account, as applicable:


 


(i)           any amounts required to be deposited by the Master Servicer pursuant to Section 3.17(a) as Compensating Interest Payments
(other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) in connection
with Prepayment Interest Shortfalls;


 


(ii)          any P&I Advances required to be made by the Master Servicer in accordance with Section 4.03;


 


(iii)         any Liquidation Proceeds paid by the Master Servicer, the applicable Special Servicer the Holders of the Controlling Class or
the Holders of the Class R Certificates in connection with the purchase of all of the Mortgage Loans, the Trust Subordinate
Companion Loans and any REO Properties in the Trust Fund pursuant to Section 9.01 (exclusive of that portion thereof
required to be deposited in the Collection Account pursuant to Section 9.01);


 






    -216-


     


    

 


(iv)         any Yield Maintenance Charges with respect to the Mortgage Loans and the Trust Subordinate Companion Loans actually collected;
and


 


(v)          any other amounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account the SOMA Teleco Office
Trust Subordinate Companion Loan REMIC Distribution Account (in respect of the SOMA Teleco Office Trust Subordinate Companion
Loan) or the Amazon Seattle Trust Subordinate Companion Loan REMIC Distribution Account (in respect of the Amazon Seattle Trust
Subordinate Companion Loan) pursuant to any provision of this Agreement.


 


If,
as of the close of business (New York City time) on any Master Servicer Remittance Date or on such other date as any amount referred
to in the foregoing clauses (i) through (v), the Master Servicer shall not have delivered to the Certificate
Administrator for deposit in the Lower-Tier REMIC Distribution Account, the Excess Interest Distribution Account, the SOMA
Teleco Office Trust Subordinate Companion Loan REMIC Distribution Account (in respect of the SOMA Teleco Office Trust Subordinate
Companion Loan) or the Amazon Seattle Trust Subordinate Companion Loan REMIC Distribution Account (in respect of the Amazon Seattle
Trust Subordinate Companion Loan), as applicable, the amounts required to be deposited therein pursuant to the provisions of this
Agreement (including any P&I Advance with respect to the Mortgage Loans, pursuant to Section 4.03(a) hereof),
the Master Servicer shall pay the Certificate Administrator interest on such late payment at the Prime Rate from and including
the date such payment was required to be made (without regard to any Grace Period set forth in Section 7.01(a)(i))
until (but not including) the date such late payment is received by the Certificate Administrator.


 


The
Certificate Administrator shall, upon receipt, deposit in the Lower-Tier REMIC Distribution Account, the Excess Interest Distribution
Account, the SOMA Teleco Office Trust Subordinate Companion Loan REMIC Distribution Account (in respect of the SOMA Teleco Office
Trust Subordinate Companion Loan) and the Amazon Seattle Trust Subordinate Companion Loan REMIC Distribution Account (in respect
of the Amazon Seattle Trust Subordinate Companion Loan), as applicable, any and all amounts received by the Certificate Administrator
that are required by the terms of this Agreement to be deposited therein.


 


Promptly
on each Distribution Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution
Account and deposit in the Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal
to the Lower-Tier Distribution Amount and the amount of any Yield Maintenance Charges for such Distribution Date allocated
in payment of the Lower-Tier Regular Interests as specified in Section 4.01(c) and Section 4.01(h), respectively.
Amounts deemed distributed in respect of the Loan REMIC Regular Interest shall be deposited in the Lower-Tier Distribution Account,
and amounts deemed distributed in respect of the Loan REMIC Residual Interest shall be deposited into the Loan REMIC Residual
Distribution Account to be distributed to the Class R Certificates as set forth in Section 4.01(n).


 


Funds
on deposit in the Interest Reserve Account, the Serviced Whole Loan Custodial Account, the Upper-Tier REMIC Distribution Account,
the Lower-Tier REMIC


 



    -217-


     


    

 


 Distribution Account, the Excess Interest Distribution Account, the Loan REMIC Residual Distribution
Account, the SOMA Teleco Office Trust Subordinate Companion Loan REMIC Distribution Account, the Amazon Seattle Trust Subordinate
Companion Loan REMIC Distribution Account or if established, 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
and the Amazon Seattle Gain-on-Sale Reserve Account, shall not be invested for so long as Wells Fargo Bank, National Association
is the Certificate Administrator; provided, however, that if, at any time, Wells Fargo Bank, National Association
is no longer the Certificate Administrator, such funds may be invested and, if invested, shall be invested by, and at the risk
of, the Certificate Administrator in Permitted Investments selected by the Certificate Administrator which shall mature, unless
payable on demand, not later than such time on the Distribution Date which will allow the Certificate Administrator to make withdrawals
from the Distribution Account, and any such Permitted Investment shall not be sold or disposed of prior to its maturity unless
payable on demand. All such Permitted Investments shall be made in the name of “[name of successor certificate administrator],
as Certificate Administrator, for the benefit of Wells Fargo Bank, National Association, as Trustee for the Holders of the Benchmark
2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25 and the Pooled RR Interest Owner as
their interests may appear”, or in the name of any successor trustee, as Trustee for the Holders of the Benchmark 2021-B25
Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25 and the Pooled RR Interest Owner as their interests
may appear. None of the Trust, the Depositor, the Mortgagors, the Master Servicer or the applicable Special Servicer shall be
liable for any loss incurred on such Permitted Investments.


 


An
amount equal to all income and gain realized from any such investment shall be paid to the Certificate Administrator as additional
compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect
of any such investments shall be for the account of the Certificate Administrator which shall deposit the amount of such loss
(to the extent not offset by income from other investments) in the Distribution Accounts, as the case may be, out of its own funds
immediately as realized. If the Certificate Administrator deposits in or transfers to the Distribution Accounts, as the case may
be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer
such amount from the Distribution Accounts, as the case may be, any provision herein to the contrary notwithstanding.


 


As
of the Closing Date, the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution
Account, the Lower-Tier REMIC Distribution Account and the Trust Subordinate Companion Loan REMIC Distribution Accounts shall
be located at the offices of the Certificate Administrator. The Certificate Administrator shall give notice to the Trustee, the
Master Servicer and the Depositor of the proposed location of the Interest Reserve Account, the Excess Interest Distribution Account,
the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution Account and, if established, 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 and the Amazon Seattle Gain-on-Sale Reserve Account, prior to
any change thereof.


 






    -218-


     


    

 







For
the avoidance of doubt, the Collection Account (other than any portion holding Excess Interest, amounts attributable to the Trust
Subordinate Companion Loans, the Loan REMIC Residual Distribution Account, and the Serviced Whole Loan Custodial Account, if it
is a sub-account of the Collection Account), the Lower-Tier REMIC Distribution 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, any Servicing Account, the REO Accounts,
and the Interest Reserve Account (including interest, if any, earned on the investment of funds in such accounts) will be owned
by the Lower-Tier REMIC; the Excess Interest Distribution Account (and any portion of the Collection Account holding Excess
Interest) will be owned by the Grantor Trust for the benefit of the Holders of Class S Certificates and the Pooled VRR Interest
Owners; the Loan REMIC Residual Distribution Account will be owned by the Grantor Trust for the benefit of the Holders of the
Class R Certificates; the Serviced Whole Loan Custodial Account (including interest, if any, earned on the investment of funds
in such account) will be owned by the Companion Holders, as applicable; the Upper-Tier REMIC Distribution Account (including
interest, if any, earned on the investment of funds in such account) will be owned by the Upper-Tier REMIC; and the Trust
Subordinate Companion Loan REMIC Distribution Accounts (including interest, if any, earned on the investment of funds in such
account) will be owned by the Trust Subordinate Companion Loan REMIC, each for federal income tax purposes.


 


(c)         
Prior to any Determination Date for the first Collection Period during which Excess Interest is received on any Mortgage Loan,
and upon notification from the Master Servicer or applicable Special Servicer pursuant to Section 3.02(d), the Certificate
Administrator, on behalf of the Certificateholders, shall establish and maintain the Excess Interest Distribution Account in its
own name on behalf of the Trustee in trust for the benefit of the Holders of the Class S Certificates and the Pooled VRR
Interest Owners. The Excess Interest Distribution Account shall be established and maintained as an Eligible Account (or as a
subaccount of an Eligible Account). Prior to the applicable Distribution Date, the Master Servicer shall remit to the Certificate
Administrator for deposit in the Excess Interest Distribution Account an amount equal to the Excess Interest received prior to
the Determination Date for the applicable Collection Period.


 


(d)          Following the distribution of Excess Interest to Holders of the Class S Certificates and the Pooled VRR Interest Owners on
the first Distribution Date after which there are no longer any Mortgage Loans outstanding which pursuant to their terms could
pay Excess Interest, the Certificate Administrator shall terminate the Excess Interest Distribution Account.


 


(e)         
The Certificate Administrator shall establish and maintain the Loan REMIC Residual Distribution Account in the name of the Certificate
Administrator, in trust for the benefit of the Class R Certificateholders and the Trustee as the Holder of the Loan REMIC Residual
Interest. The Loan REMIC Residual Distribution Account shall be established and maintained as an Eligible Account (or as a subaccount
of an Eligible Account). Prior to the applicable Distribution Date, the Master Servicer shall withdraw from the Collection Account
and remit to the Certificate Administrator on the applicable Master Servicer Remittance Date for deposit in the Loan REMIC Residual
Distribution Account amounts deemed distributed from the


 



    -219-


     


    

 


Serviced Loan REMIC pursuant to the related REMIC Declaration prior to
the Determination Date for the applicable Collection Period.


 


(f)         
The Certificate Administrator shall, on any Distribution Date, make withdrawals from the Loan REMIC Residual Distribution Account
to the extent required to make the distributions with respect of the Loan REMIC Residual Interest required by Section 4.01(n).


 


(g)         The Certificate Administrator shall establish (upon notice from the applicable Special Servicer of an event occurring that generates
Gain-on-Sale Proceeds) and maintain (i) the Pooled Non-VRR Gain-on-Sale Reserve Account for the benefit of the Holders
of the Pooled Non-VRR Certificates, (ii) the Pooled VRR Gain-on-Sale Reserve Account for the benefit of the Pooled VRR Interest
Owners, (iii) the SOMA Teleco Office Non-RR Gain-on-Sale Reserve Account for the benefit of the Holders of the SOMA Teleco
Office Loan-Specific Non-RR Certificates, (iv) the SOMA Teleco Office RR Gain-on-Sale Reserve Account for the benefit of
the Holders of the Class ST-VR Certificates, and (v) the Amazon Seattle Gain-on-Sale Reserve Account for the benefit of the
Holders of the Amazon Seattle Loan-Specific Certificates. Each of 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 and the Amazon Seattle Gain-on-Sale Reserve Account shall be maintained as an Eligible Account (or
as a subaccount of an Eligible Account), separate and apart from trust funds for mortgage pass-through certificates of other
series administered by the Certificate Administrator.


 


Upon
the disposition of any REO Property, in accordance with Section 3.09 or Section 3.16, the applicable Special
Servicer will calculate the Gain-on-Sale Proceeds, if any, realized that are allocable to the Mortgage Loan, in connection
with such sale and remit (i) the Pooled Non-VRR Percentage of such Gain-on-Sale Proceeds to the Master Servicer, who shall
remit such funds to the Certificate Administrator for deposit into the Pooled Non-VRR Gain-on-Sale Reserve Account, and (ii) the
Pooled VRR Percentage of such Gain-on-Sale Proceeds to the Master Servicer, who shall remit such funds to the Certificate Administrator
for deposit into the Pooled VRR Gain-on-Sale Reserve Account. In the case of the SOMA Teleco Office Whole Loan, the applicable
Special Servicer will calculate the Gain-on-Sale Proceeds, if any, realized that are allocable to the SOMA Teleco Office
Trust Subordinate Companion Loan in accordance with the terms of the related Co-Lender Agreement, in connection with such sale
and remit (i) the SOMA Teleco Office Non-RR Percentage of such Gain-on-Sale Proceeds to the Master Servicer, who shall remit such
funds to the Certificate Administrator for deposit into the SOMA Teleco Office Non-RR Gain-on-Sale Reserve Account and (ii) the
SOMA Teleco Office RR Percentage of such Gain-on-Sale Proceeds to the Master Servicer, who shall remit such funds to the Certificate
Administrator for deposit into the SOMA Teleco Office RR Gain-on-Sale Reserve Account. In the case of the Amazon Seattle Whole
Loan, the applicable Special Servicer will calculate the Gain-on-Sale Proceeds, if any, realized that are allocable to
the Amazon Seattle Trust Subordinate Companion Loan in accordance with the terms of the related Co-Lender Agreement, in connection
with such sale and remit such Gain-on-Sale Proceeds to the Master Servicer, who shall remit such funds to the Certificate Administrator
for deposit into the Amazon Seattle Gain-on-Sale Reserve Account. The applicable Special Servicer shall include a notation of
the amount of Gain-on-Sale Proceeds in the CREFC® Liquidation Report. Any gain on such disposition that is allocable
to any related Companion Loan in accordance with the terms of the


 



    -220-


     


    

 


related Co-Lender Agreement shall be remitted to the Companion
Paying Agent for deposit into the Serviced Whole Loan Custodial Account.


 


(h)          Any Non-Serviced Gain-on-Sale Proceeds received with respect to any Non-Serviced Mortgage Loan pursuant to the related Non-Serviced
Pooling Agreement shall be remitted to the Certificate Administrator as follows: (i) the Pooled Non-VRR Percentage of such
Non-Serviced Gain-on-Sale Proceeds for deposit into the Pooled Non-VRR Gain-on-Sale Reserve Account and (ii) the Pooled VRR
Percentage of such Non-Serviced Gain-on-Sale Proceeds for deposit into the Pooled VRR Gain-on-Sale Reserve Account.


 


(i)          
If any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(f)
of this Agreement, the applicable Special Servicer shall establish and maintain one or more non-interest bearing accounts
(collectively, the “Loss of Value Reserve Fund”) to be held for the benefit of the Certificateholders and the
Pooled RR Interest Owner, for purposes of holding such Loss of Value Payments. Each account that constitutes the Loss of Value
Reserve Fund shall be an Eligible Account or a sub-account of an Eligible Account. The applicable Special Servicer shall, upon
receipt, deposit in the Loss of Value Reserve Fund all Loss of Value Payments received by it. The Certificate Administrator shall,
based upon information obtained from the CREFC® reports delivered by the Master Servicer pursuant to the terms
hereof, account for the Loss of Value Reserve Fund as an outside reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h)
and not an asset of any Trust REMIC or the Grantor Trust. Furthermore, for all federal tax purposes, the Certificate Administrator
shall (i) treat amounts paid out of the Loss of Value Reserve Fund through the Collection Account to the Certificateholders
as contributed to and distributed by the Trust REMICs or the Grantor Trust and (ii) treat any amounts paid out of the Loss
of Value Reserve Fund through the Collection Account to a Mortgage Loan Seller as distributions by the Trust to such Mortgage
Loan Seller as beneficial owner of the Loss of Value Reserve Fund. The applicable Mortgage Loan Seller will be the beneficial
owner of the Loss of Value Reserve Fund for all federal income tax purposes, and shall be taxable on all income earned thereon.


 


(j)          
The Certificate Administrator shall establish and maintain the Trust Subordinate Companion Loan REMIC Distribution Accounts, in
its own name on behalf of the Trustee, in trust for the benefit of the Holders of the related Loan-Specific Certificates, which
shall be assets of the Trust and the related Trust Subordinate Companion Loan REMIC, but shall not be assets of any other Trust
REMICs. Each Trust Subordinate Companion Loan REMIC Distribution Account shall be established and maintained as an Eligible Account
or a subaccount of an Eligible Account. The Certificate Administrator shall make or be deemed to have made deposits in and withdrawals
from the Trust Subordinate Companion Loan REMIC Distribution Accounts in accordance with Section 3.05 and ARTICLE
IV of this Agreement.


 


Section 3.05         
Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Serviced Whole Loan Custodial Account.
(a)  The Master Servicer may, from time to time, make withdrawals
from the Collection Account (or the applicable subaccount of the Collection Account exclusive of the Serviced Whole Loan Custodial
Account that may be a subaccount of the Collection Account) for any of the following purposes (the


 



    -221-


     


    

 


following not being an order
of priority and without duplication of the same payment or reimbursement):


 


(i)           (A) no later than 4:00 p.m., New York City time, on each Master Servicer Remittance Date, to remit to the Certificate Administrator
for deposit in the Lower-Tier REMIC Distribution Account (or the Trust Subordinate Companion Loan REMIC Distribution Accounts
in respect of the related Trust Subordinate Companion Loan) and the Excess Interest Distribution Account and the Loan REMIC Residual
Distribution Account and the amounts required to be remitted pursuant to the first paragraph of Section 3.04(b)
or that may be applied to make P&I Advances pursuant to Section 4.03(a); and (B) pursuant to the second
paragraph of Section 3.04(b), to remit to the Companion Paying Agent for deposit in the Serviced Whole Loan Custodial
Account the amounts required to be so deposited with respect to the Companion Loans (other than the Trust Subordinate Companion
Loans);


 


(ii)          (A)  to pay itself (or, with respect to any Transferable Servicing Interest, to pay Midland Loan Services, a Division
of PNC Bank, National Association if Midland Loan Services, a Division of PNC Bank, National Association is no longer the Master
Servicer, any such interest pursuant to Section 3.11(a)) unpaid Servicing Fees in respect of each Mortgage Loan, Companion
Loan, Specially Serviced Mortgage Loan, and REO Loan, as applicable, the Master Servicer’s rights to payment of Servicing
Fees pursuant to this clause (ii)(A) with respect to any Mortgage Loan, related Serviced Companion Loan, Specially
Serviced Mortgage Loan or REO Loan, as applicable, being limited to amounts received on or in respect of such Mortgage Loan or
related Serviced Companion Loan (whether in the form of payments, Liquidation Proceeds or Insurance and Condemnation Proceeds)
or such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are
allocable as recovery of interest thereon, (B) to pay the applicable Special Servicer any unpaid Special Servicing Fees,
Liquidation Fees and Workout Fees in respect of each Specially Serviced Mortgage Loan or REO Loan or Corrected Loan, as applicable,
and any expense incurred by such Special Servicer in connection with performing any inspections pursuant to Section 3.12(a),
remaining unpaid first, out of related REO Revenues, Liquidation Proceeds, Insurance and Condemnation Proceeds and collections
in respect of the related Specially Serviced Mortgage Loan (provided that, in the case of such payment relating to a Serviced
Whole Loan, such payment shall be made, subject to the terms of the related Co-Lender Agreement (i) with respect to a Serviced
Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced
Pari Passu Companion Loan, in accordance with their respective Stated Principal Balances), or (ii) with respect to a Serviced
AB Whole Loan, first, from the related AB Subordinate Companion Loan, and then, from the AB Mortgage Loan (and any
related Pari Passu Companion Loans on a pro rata basis) and then out of general collections on the Mortgage Loans
and REO Properties, (C) to pay the Operating Advisor any unpaid Operating Advisor Fees or Operating Advisor Consulting Fees
in respect of each Mortgage Loan, Specially Serviced Mortgage Loan, REO Loan (other than any related Companion Loan other than
a Trust Subordinate Companion Loan) or Trust Subordinate Companion Loan, as applicable, the Operating Advisor’s right to
payment of the Operating Advisor Fee or Operating Advisor Consulting Fee (but only to the extent


 



    -222-


     


    

 


actually received from the related
Mortgagor) pursuant to this clause (ii)(C) with respect to any Mortgage Loan, Specially Serviced Mortgage Loan, REO
Loan (other than any related Companion Loan other than a Trust Subordinate Companion Loan) or Trust Subordinate Companion Loan,
as applicable, being limited to amounts received on or in respect of such Mortgage Loan or Trust Subordinate Companion Loan (whether
in the form of payments, P&I Advances (solely with respect to the Operating Advisor Fee), Liquidation Proceeds or Insurance
and Condemnation Proceeds), or such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation
Proceeds), that are allocable as recovery of interest thereon, and (D) to pay the Asset Representations Reviewer (1) any
unpaid Asset Representations Reviewer Fee in respect of each Mortgage Loan, Specially Serviced Mortgage Loan or REO Loan (in each
case, other than any related Companion Loan), as applicable, the Asset Representations Reviewer’s right to payment of the
Asset Representations Reviewer Fee pursuant to this clause (ii)(D)(1) with respect to any Mortgage Loan, Specially Serviced Mortgage
Loan or REO Loan (in each case, other than any related Companion Loan), as applicable, being limited to amounts received on or
in respect of such Mortgage Loan (whether in the form of payments, P&I Advances, Liquidation Proceeds or Insurance and Condemnation
Proceeds), Specially Serviced Mortgage Loan or REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance
and Condemnation Proceeds), that are allocable as recovery of interest thereon, or (2) (to the extent such fee is payable as a
Trust Fund expense) any unpaid Asset Representations Reviewer Asset Review Fee payable in connection with any Asset Review that
was performed as a result of an Affirmative Asset Review Vote;


 


(iii)         to reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the Master Servicer’s
or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which
represent Late Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage Loans and
REO Loans with respect to which P&I Advances were made; provided that with respect to each Serviced Whole Loan, reimbursement
of P&I Advances shall be made only from amounts collected with respect to the related Serviced Mortgage Loan and not from
any amounts collected with respect to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Co-Lender Agreement pursuant to which
any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate
Companion Loan) prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account;
provided, further, that if such P&I Advance with respect to a Mortgage Loan becomes a Workout-Delayed Reimbursement
Amount, then the maker of such P&I Advance shall additionally, but without duplication, thereafter be entitled to reimbursement
for such P&I Advance from the portion of general collections and recoveries on or in respect of the Mortgage Loans and REO
Properties on deposit in the Collection Account from time to time that represent collections or recoveries of principal to the
extent provided in clause (v) below; and provided, further, that if such Advance becomes a Nonrecoverable
Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 






    -223-


     


    

 


(iv)         to reimburse the Trustee, the applicable Special Servicer and itself, as applicable (in that order), for unreimbursed Property
Protection Advances, the Master Servicer’s, the applicable Special Servicer’s or the Trustee’s respective rights
to receive payment pursuant to this clause (iv) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage
Loan) or any related Companion Loan or any REO Property being limited to, as applicable, related payments, Liquidation Proceeds,
Insurance and Condemnation Proceeds and REO Revenues (provided that, in the case of such reimbursement relating to a Serviced
Whole Loan, such reimbursements shall be made, subject to the terms of the related Co-Lender Agreement (i) with respect to a Serviced
Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced
Pari Passu Companion Loan in accordance with their respective Stated Principal Balances, or (ii) with respect to a Serviced
AB Whole Loan, first, from the related AB Subordinate Companion Loan, and then, pro rata, from any related
AB Mortgage Loan and any related Serviced Pari Passu Companion Loan in accordance with their respective Stated Principal Balances
(provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the
terms of the related Co-Lender Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated
to the related Serviced Mortgage Loan and AB Subordinate Companion Loan)), prior to reimbursement from other funds unrelated to
such Serviced Whole Loan on deposit in the Collection Account related to any Mortgage Loan; provided, however, that
if such Property Protection Advance becomes a Workout-Delayed Reimbursement Amount, then the maker of such Property Protection
Advance shall additionally, but without duplication, thereafter be entitled to reimbursement for such Property Protection Advance
from the portion of general collections and recoveries on or in respect of the Mortgage Loans and REO Properties on deposit in
the Collection Account from time to time that represent collections or recoveries of principal to the extent provided in clause (v)
below; provided, further, that if such Advance becomes a Nonrecoverable Advance, then such Advance shall be
reimbursable pursuant to clause (v) below;


 


(v)         
to reimburse the Trustee, the applicable Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable
Advances first, out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on
the related Mortgage Loan and any related Companion Loan (with respect to such Companion Loan (excluding the Trust Subordinate
Companion Loans), only for Nonrecoverable Property Protection Advances made with respect thereto), then, out of the principal
portion of general collections on the Mortgage Loans and REO Properties, then, to the extent the principal portion of general
collections is insufficient and with respect to such excess only, subject to any exercise of the sole option to defer reimbursement
thereof pursuant to Section 3.17(c), out of general collections on the Mortgage Loans and REO Properties, (2) for
Workout-Delayed Reimbursement Amounts, out of the principal portion of the general collections on the Mortgage Loans and REO
Properties net of such amounts being reimbursed pursuant to (1) above; (provided that, in case of such reimbursement
of a Nonrecoverable Property Protection Advance relating to a Serviced Whole Loan related thereto, such reimbursement shall be
made, subject to the terms of the related Co-Lender Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro
rata and pari passu, from the related Serviced Pari 


 



    -224-


     


    

 


Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance
with their respective Stated Principal Balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the
related AB Subordinate Companion Loan (which, for the avoidance of doubt, includes the Trust Subordinate Companion Loans), then
from the related AB Mortgage Loan (and any related Pari Passu Companion Loans, on a pro rata basis), then, in the case
of a Nonrecoverable Property Protection Advance relating to the SOMA Teleco Office Whole Loan or the Amazon Seattle Whole Loan,
as applicable, from general collections on the SOMA Teleco Office Trust Subordinate Companion Loan or the Amazon Seattle Trust
Subordinate Companion Loan, as applicable; and provided, further, that, in case of such reimbursement with respect
to Nonrecoverable Property Protection Advances relating to a Serviced Whole Loan, such reimbursement shall be made as described
above in this clause (v)(1) and (v)(2) from funds related to such Serviced Whole Loan (and, in the case of the SOMA
Teleco Office Whole Loan or the Amazon Seattle Whole Loan, as applicable, to the extent described above, from funds related to
the SOMA Teleco Office Trust Subordinate Companion Loan or the Amazon Seattle Trust Subordinate Companion Loan, as applicable)
prior to reimbursement from other funds unrelated to such Serviced Whole Loan (and, in the case of the SOMA Teleco Office Whole
Loan or the Amazon Seattle Whole Loan, as applicable, from funds related to the SOMA Teleco Office Trust Subordinate Companion
Loan or the Amazon Seattle Trust Subordinate Companion Loan, as applicable) on deposit in the Collection Account; provided,
further, that (A) with respect to a Serviced Mortgage Loan (other than the SOMA Teleco Office Mortgage Loan and the
Amazon Seattle Mortgage Loan), reimbursement of Nonrecoverable P&I Advances from funds collected from the related Serviced
Whole Loan shall be made only from amounts collected with respect to such Serviced Mortgage Loan (and not from any amounts collected
with respect to the related Serviced Companion Loan), in accordance with the terms of the related Co-Lender Agreement, (B) with
respect to reimbursement of Nonrecoverable P&I Advances related to the SOMA Teleco Office Mortgage Loan or the Amazon Seattle
Mortgage Loan, as applicable, such reimbursement shall be made first, from amounts collected with respect to the related
Trust Subordinate Companion Loan, then, from amounts collected on the SOMA Teleco Office Mortgage Loan or the Amazon Seattle
Mortgage Loan, as applicable, and then, from general collections on the Mortgage Loans and REO Properties as described
in clause (1) above, and (C) with respect to reimbursement of Nonrecoverable P&I Advances related to a Trust Subordinate Companion
Loan, such reimbursement shall be made first, out of general collections on the related Trust Subordinate Companion Loan
(inclusive of collections from REO Properties relating thereto), and then, from amounts collected on the SOMA Teleco Office
Mortgage Loan or the Amazon Seattle Mortgage Loan, as applicable (but, for the avoidance of doubt, not from general collections
on the Mortgage Loans or REO Properties) (provided that, with respect to any Serviced Companion Loan, the foregoing with
respect to Nonrecoverable Property Protection Advances and Nonrecoverable P&I Advances shall not limit or otherwise modify
the terms of the related Co-Lender Agreement pursuant to which any amounts collected with respect to the related Whole Loan, are
allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), prior to reimbursement from other funds unrelated
to such Serviced Whole Loan on deposit in the Collection Account related to any Mortgage Loan) or (3) to pay itself, with
respect to any Mortgage


 



    -225-


     


    

 


Loan, any related Companion Loan, if applicable, or REO Property any related earned Servicing Fee that
remained unpaid in accordance with clause (ii) above following a Final Recovery Determination made with respect to
such Mortgage Loan or REO Property and the deposit into the Collection Account of all amounts received in connection therewith;


 


(vi)       
at such time as it reimburses the Trustee and itself, as applicable (in that order) or any Other Trustee or Other Servicer
for a related securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I
Advance (including any such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause
(iii) or clause (v) above, to pay itself and/or the Trustee or such other servicing party, as applicable, any
interest accrued and payable thereon in accordance with Sections 4.03(d) and 3.11(d), (b) any
unreimbursed Property Protection Advances (including any such Property Protection Advance that constitutes a
Workout-Delayed Reimbursement Amount) pursuant to clause (iv) or clause (v) above, to pay itself, the
applicable Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may be, any interest accrued and
payable thereon in accordance with Section 3.03(d) and 3.11(d) or (c) any Nonrecoverable Advances
pursuant to clause (v) above, to pay itself, the applicable Special Servicer or the Trustee, or Other Trustee or
Other Servicer as the case may be, any interest accrued and payable thereon; provided that in all events, subject to
the related Co-Lender Agreement, interest on P&I Advances on any Serviced Mortgage Loan shall not be paid from funds
actually distributable to any related Serviced Companion Loan, and interest on Property Protection Advances on any Serviced
Whole Loan shall be paid (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, out of
collections on the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance with
their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, pro rata, out
of collections on the related AB Subordinate Companion Loan and then, pro rata and pari passu, out of
collections on the related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in
accordance with the respective Stated Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu
Companion Loan(s) (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or
otherwise modify the terms of the related Co-Lender Agreement pursuant to which any amounts collected with respect to the
related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan);


 


(vii)       
to reimburse itself, the applicable Special Servicer, the Asset Representations Reviewer or the Trustee, as the case may be, for
any unreimbursed expenses reasonably incurred by such Person in respect of any Material Defect giving rise to a repurchase or
substitution obligation of the applicable Mortgage Loan Seller or any other obligation of such Mortgage Loan Seller under
Section 6 of the related Mortgage Loan Purchase Agreement, including, without limitation, any expenses arising out of the
enforcement of the repurchase or substitution obligation or any other obligation of the Mortgage Loan Seller, each such Person’s
right to reimbursement pursuant to this clause (vii) with respect to any Mortgage Loan or Trust Subordinate Companion
Loan, as applicable, being limited to that portion of the Purchase Price, the Loss of Value Payment


 



    -226-


     


    

 


or Substitution Shortfall
Amount paid with respect to such Mortgage Loan or Trust Subordinate Companion Loan, as applicable, that represents such expense
in accordance with clause (iv) of the definition of Purchase Price;


 


(viii)       to reimburse itself or the applicable Special Servicer, as the case may be, first, out of Liquidation Proceeds, Insurance
and Condemnation Proceeds, if any, with respect to the related Mortgage Loan, Trust Subordinate Companion Loan or REO Loan, and
then out of general collections on the Mortgage Loans, Trust Subordinate Companion Loans and REO Properties, for any unreimbursed
expense reasonably incurred by such Person in connection with the enforcement of the applicable Mortgage Loan Seller’s obligations
under Section 6 of the related Mortgage Loan Purchase Agreement, but only to the extent that such expenses are not reimbursable
pursuant to clause (vii) above or otherwise; provided that, in case of such reimbursement out of Liquidation
Proceeds, and Insurance and Condemnation Proceeds described above relating to a Serviced Whole Loan, such reimbursement shall
be made, subject to the terms of the related Co-Lender Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro
rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance
with their respective Stated Principal Balances or (ii) with respect to a Serviced AB Whole Loan, first, from the
related AB Subordinate Companion Loan, and then, from any related AB Mortgage Loan (and any Pari Passu Companion Loans,
on a pro rata basis) (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not
limit or otherwise modify the terms of the related Co-Lender Agreement pursuant to which any amounts collected with respect to
the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior
to being payable out of general collections with respect to the Mortgage Loans;


 


(ix)         
to pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues,
Liquidation Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or
REO Loan and then out of general collections on the Mortgage Loans and REO Properties; provided that, in case of
such reimbursement relating to a Serviced Whole Loan, as applicable, such reimbursement shall be made, subject to the terms of
the related Co-Lender Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from
the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective Stated
Principal Balances or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion
Loan, and then, from any related AB Mortgage Loan (and any Pari Passu Companion Loans, on a pro rata basis) (provided
that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the
related Co-Lender Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the
related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general collections
with respect to the Mortgage Loan;


 


(x)         
to pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest
and investment income earned in respect of amounts


 



    -227-


     


    

 


relating to the Trust Fund held in the Collection Account and the Serviced
Whole Loan Custodial Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings
with respect to the Collection Account and the Serviced Whole Loan Custodial Account for the period from and including the prior
Distribution Date to and including the Master Servicer Remittance Date related to such Distribution Date), (2) Penalty Charges
(other than Penalty Charges collected while the related Mortgage Loan and any related Serviced Companion Loan is a Specially Serviced
Mortgage Loan), but only to the extent collected from the related Mortgagor and to the extent that all amounts then due and payable
with respect to the related Mortgage Loan and any related Serviced Companion Loan have been paid and such Penalty Charges are
not needed to pay interest on Advances or costs and expenses incurred by the Trust (including Special Servicing Fees, Liquidation
Fees and Workout Fees) in accordance with Section 3.11(d) and (3) the difference, if positive, between Prepayment
Interest Excess and Prepayment Interest Shortfalls collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans)
and any Serviced Companion Loan, during the related Collection Period to the extent not required to be paid as Compensating Interest
Payments; and (b) to pay the applicable Special Servicer, as additional servicing compensation in accordance with Section 3.11(c),
Penalty Charges collected on Specially Serviced Mortgage Loans (but only to the extent collected from the related Mortgagor and
to the extent that all amounts then due and payable with respect to the related Specially Serviced Mortgage Loan have been paid
and such Penalty Charges are not needed to pay interest on Advances or costs and expenses incurred by the Trust (including Special
Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d));


 


(xi)         
to recoup any amounts deposited in the Collection Account in error;


 


(xii)         
(A) to pay itself, the applicable Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer
or any of their respective directors, officers, members, managers, employees and agents, or CREFC®, as the case
may be, out of general collections, any amounts payable to any such Person pursuant to Section 3.11(g), Section 6.04(a)
or Section 6.04(b); provided that, in case of such reimbursement (other than a reimbursement of any amounts
payable to CREFC®) relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of
the related Co-Lender Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from
the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective Stated
Principal Balances or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan,
and then, from any related AB Mortgage Loan (and any Pari Passu Companion Loans, on a pro rata basis) (provided
that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the
related Co-Lender Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the
related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general collections
with respect to the Mortgage Loans and (B) to reimburse or pay any party to this Agreement any unpaid expenses specifically reimbursable
from the Collection Account under this Agreement;


 






    -228-


     


    

 


(xiii)        to pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(a), 3.15(b),
3.18(b), 3.18(d), 3.18(i) and 10.01(g) to the extent payable out of the Trust Fund, (b) the cost
of any Opinion of Counsel contemplated by Section 13.01(a) or Section 13.01(c) in connection with an amendment
to this Agreement requested by the Trustee or the Master Servicer, which amendment is in furtherance of the rights and interests
of Certificateholders and the Pooled RR Interest Owner and (c) the cost of obtaining the REO Extension contemplated by Section 3.14(a);
provided that, in case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject
to the terms of the related Co-Lender Agreement (i) with respect to the related Serviced Pari Passu Whole Loan, pro rata
and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance
with their respective Stated Principal Balances or (ii) with respect to a Serviced AB Whole Loan, first, from the
related AB Subordinate Companion Loan, and then, from any related AB Mortgage Loan (and any Pari Passu Companion Loans,
on a pro rata basis) (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not
limit or otherwise modify the terms of the related Co-Lender Agreement pursuant to which any amounts collected with respect to
the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior
to being payable out of general collections with respect to the Mortgage Loans;


 


(xiv)       to pay out of general collections on the Mortgage Loans and the REO Properties any and all federal, state and local taxes imposed
on any Trust REMIC, the Grantor Trust, or any of their assets or transactions, together with all incidental costs and expenses,
to the extent that none of the Master Servicer, the applicable Special Servicer, the Certificate Administrator or the Trustee
is liable therefor pursuant to Section 10.01(h);


 


(xv)        to pay the CREFC® Intellectual Property Royalty License Fee;


 


(xvi)       to reimburse the Certificate Administrator out of general collections on the Mortgage Loans, Trust Subordinate Companion Loans
and REO Properties for expenses incurred by and reimbursable to it by the Trust pursuant to Section 10.01(d);


 


(xvii)      to pay the applicable Mortgage Loan Seller or any other Person, with respect to each Mortgage Loan, if any (or a Trust Subordinate
Companion Loan, if applicable), previously purchased by such Person pursuant to this Agreement, all amounts received thereon subsequent
to the date of purchase relating to periods after the date of purchase; or, in the case of the substitution for a Mortgage Loan
by a Mortgage Loan Seller as contemplated by Section 2.03(b), to pay such Mortgage Loan Seller with respect to the
replaced Mortgage Loan all amounts received thereon subsequent to the date of substitution, and with respect to the related Qualified
Substitute Mortgage Loan(s), all Periodic Payments due thereon during or prior to the month of substitution, in accordance with
Section 2.03(b);


 






    -229-


     


    

 


(xviii)     to remit to the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited in
the Interest Reserve Account pursuant to Section 3.21;


 


(xix)        to reimburse the Operating Advisor for any Operating Advisor Expenses incurred by and reimbursable to it by the Trust pursuant
to Section 3.26(h);


 


(xx)         to reimburse the Asset Representations Reviewer for any fees and expenses reimbursable to it by the Trust pursuant to this Agreement;


 


(xxi)        to remit to the Companion Paying Agent for deposit into the Serviced Whole Loan Custodial Account the amounts required to be deposited
pursuant to Section 3.04(b) without duplication of amounts remitted to the Companion Paying Agent pursuant to clause (i)
above;


 


(xxii)       to clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01; and


 


(xxiii)      to pay for any expenditures to be borne by the Trust pursuant to the third paragraph of Section 3.03(c).


 


The
Master Servicer shall also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary
for the payments or reimbursement of amounts required to be paid to the applicable Non-Serviced Master Servicer, the applicable
Non-Serviced Special Servicer, the applicable Non-Serviced Trustee, the applicable Non-Serviced Paying Agent or any
other applicable party to the applicable Non-Serviced Pooling Agreement by the holder of a Non-Serviced Mortgage Loan pursuant
to the applicable Non-Serviced Co-Lender Agreement and the applicable Non-Serviced Pooling Agreement.


 


The
Master Servicer shall keep and maintain separate accounting records, on a loan-by-loan and property by property basis
when appropriate, for the purpose of justifying any withdrawal from the Collection Account.


 


The
Master Servicer shall pay to the applicable Special Servicer, the Trustee or the Certificate Administrator from the Collection
Account amounts permitted to be paid to it therefrom monthly upon receipt of a certificate of a Servicing Officer of such Special
Servicer or a Responsible Officer of the Trustee or the Certificate Administrator describing the item and amount to which such
Special Servicer, the Trustee or the Certificate Administrator is entitled. The Master Servicer may rely conclusively on any such
certificate and shall have no duty to re-calculate the amounts stated therein. The applicable Special Servicer shall keep
and maintain separate accounting for each Specially Serviced Mortgage Loan and REO Loan, on a loan-by-loan and property-by-property
basis, for the purpose of justifying any request for withdrawal from the Collection Account. Notwithstanding the above, no written
certificate is required for a payment of Special Servicing Fees and/or Workout Fees arising from collections other than the initial
collection on a Corrected Loan.


 


Notwithstanding
anything to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to
the Master Servicer, the applicable Special


 



    -230-


     


    

 


Servicer the Trustee, the Certificate Administrator or the Operating Advisor out of
general collections that do not specifically relate to a Serviced Whole Loan may be reimbursable from amounts that would otherwise
be payable to the related Companion Loan, except as specifically described in this Agreement with respect to the Trust Subordinate
Companion Loans in the case of expenses not allocated to any particular Mortgage Loan.


 


With
respect to any Serviced Pari Passu Whole Loan, any Late Collections received by the Master Servicer from the Mortgagor that are
allocable to any Serviced Pari Passu Companion Loan or reimbursable to an Other Master Servicer or an Other Trustee shall be remitted
by the Master Servicer to such Other Master Servicer within one (1) Business Day of receipt of properly identified and available
funds; provided, however, that to the extent any such amounts are received after 2:00 p.m. Eastern time on any given
Business Day, the Master Servicer shall use commercially reasonable efforts to remit such Late Collections to the Other Master
Servicer within one (1) Business Day of receipt of properly identified and available funds but, in any event, the Master Servicer
shall remit such amounts within two (2) Business Days of receipt of properly identified and available funds.


 


(b)              
The Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier REMIC Distribution Account for
any of the following purposes (the following not being an order of priority):


 


(i)          
to be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(f) and the amount
of any Yield Maintenance Charges distributable pursuant to Section 4.01(h) in the Upper-Tier REMIC Distribution
Account, and to make distributions to Certificateholders holding the Class R Certificates in respect of the Class LR
Interest pursuant to Section 4.01(f) or Section 9.01, as applicable;


 


(ii)         
to pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the case
may be, any amounts payable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);


 


(iii)        
to pay the Certificate Administrator and the Trustee, the Certificate Administrator/Trustee Fee, as applicable, as contemplated
by Section 8.05(a) hereof with respect to the Mortgage Loans;


 


(iv)        
to pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator
as provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the
Certificate Administrator, the Master Servicer or any Special Servicer as contemplated by Section 3.18(d), (C) the
Trustee or the Certificate Administrator as contemplated by Section 5.08(c) or Section 8.02(ii) to the
extent payable out of the Trust Fund, (D) the Trustee, the Certificate Administrator, the Master Servicer or any Special
Servicer as contemplated by Section 10.01(g) or Section 10.01(m) to the extent payable out of the Trust
Fund, or (E) the Trustee, the Certificate Administrator, the Master Servicer or any Special Servicer as contemplated by Section 13.01(a)
or Section 13.01(c) in connection with any amendment to this Agreement requested by the Trustee or the Certificate
Administrator,


 



    -231-


     


    

 


which amendment is in furtherance of the rights and interests of Certificateholders and the Pooled RR Interest
Owner, in each case, to the extent not paid pursuant to Section 13.01(g);


 


(v)         
to pay any and all federal, state and local taxes imposed on the Lower-Tier REMIC or the Upper-Tier REMIC or on the assets
or transactions of any such REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the Certificate
Administrator, the REMIC Administrator, the Master Servicer or the Special Servicers is liable therefor pursuant to Section 10.01(h);


 


(vi)        
to pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(d) with respect to the Lower-Tier
REMIC or the Upper-Tier REMIC;


 


(vii)        to pay to the Master Servicer any amounts transferred to the Certificate Administrator for deposit into the Distribution Account
not required to be deposited therein; and


 


(viii)       to clear and terminate the Lower-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(c)         
The Certificate Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest Distribution Account
to the extent required to make the distributions of Excess Interest required by Section 4.01(m).


 


(d)              
The Certificate Administrator shall make, or be deemed to make, withdrawals from the Upper-Tier REMIC Distribution Account
for any of the following purposes:


 


(i)         
to make distributions to Certificateholders holding Regular Certificates and Class R Certificates (in respect of the Class UR
Interest) and the VRR Interest Owners in respect of the VRR Interest on each Distribution Date pursuant to Section 4.01
or Section 9.01, as applicable, subject to the third-to-last paragraph of Section 3.04(b);
and


 


(ii)         
to clear and terminate the Upper-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(e)         
Notwithstanding anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the Collection
Account and the Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing Fee listed
in Section 3.05(a)(ii), the Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate Administrator/Trustee
Fee listed in Section 3.05(b)(ii) and (b)(iii), then the Certificate Administrator/Trustee Fee shall be paid
in full prior to the payment of any Servicing Fees payable under Section 3.05(a)(ii) and then, after payment of Servicing
Fees, the Operating Advisor Fees payable under Section 3.05(a)(ii) and in the event that amounts on deposit in the
Collection Account and the Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of such Certificate
Administrator/Trustee Fee, the Certificate Administrator shall be paid based on the amount of such fees and (ii) if amounts
on deposit in the Collection


 



    -232-


     


    

 


Account are not sufficient to reimburse the full amount of Advances and interest thereon listed in
Sections 3.05(a)(iii), (a)(iv), (a)(v) and (a)(vi), then reimbursements shall be paid first
to the Certificate Administrator and to the Trustee, pro rata, second to the applicable Special Servicer, third
to the Master Servicer and then to the Operating Advisor.


 


(f)          
If any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan, Trust Subordinate
Companion Loan or any related Serviced REO Property, then the applicable Special Servicer shall promptly (provided that,
(1) with respect to clause (iv) below, such Special Servicer shall have provided notice to the Master Servicer
of the occurrence of such Liquidation Event and (2) with respect to clause (v) below, the Certificate Administrator
shall have provided the Master Servicer and such Special Servicer with five Business Days’ prior notice of such final Distribution
Date), transfer such Loss of Value Payments (up to the remaining portion thereof) from the Loss of Value Reserve Fund to the Master
Servicer for deposit into the Collection Account for the following purposes:


 


(i)         
to reimburse the Master Servicer or the Trustee, in accordance with Section 3.05(a) of this Agreement, for any Nonrecoverable
Advance made by such party with respect to such Mortgage Loan, Trust Subordinate Companion Loan or any related Serviced REO Property
(together with any interest on such Advances);


 


(ii)         
to pay, in accordance with Section 3.05(a) of this Agreement, or to reimburse the Trust for the prior payment of,
any expense or Liquidation Fee relating to such Mortgage Loan, Trust Subordinate Companion Loan or any related Serviced REO Property
that constitutes or, if not paid out of such Loss of Value Payments, would constitute an additional expense of the Trust;


 


(iii)         
to offset any portion of Realized Losses that are attributable to such Mortgage Loan, Trust Subordinate Companion Loan or related
REO Property, as the case may be (as calculated without regard to the application of such Loss of Value Payments), incurred with
respect to such Mortgage Loan or any related successor REO Loan;


 


(iv)         
following the occurrence of a Liquidation Event with respect to such Mortgage Loan, Trust Subordinate Companion Loan or any related
Serviced REO Property and any related transfers from the Loss of Value Reserve Fund with respect to the items contemplated by
the immediately preceding clauses (i)-(iii) as to such Mortgage Loan, Trust Subordinate Companion Loan or Serviced
REO Loan, to cover the items contemplated by the immediately preceding clauses (i)-(iii) in respect of any other Mortgage
Loan, Trust Subordinate Companion Loan or Serviced REO Loan; and


 


(v)         
On the final Distribution Date after all distributions have been made as set forth in clauses (i) through (iv)
above, to each Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount
contributed by such Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized
Losses that are attributable to such Mortgage Loan, Trust Subordinate Companion Loan or related REO Property, as the case may
be, additional Trust Fund expenses or any Nonrecoverable Advances incurred with respect to the Mortgage Loan or Trust Subordinate
Companion Loan related to such contribution.


 






    -233-


     


    

 


(g)              
Any Loss of Value Payments transferred to the Collection Account pursuant to clauses (f)(i)-(f)(iii) of the prior
paragraph shall be treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or Trust Subordinate
Companion Loan, as applicable, or any successor REO Loan with respect thereto for which such Loss of Value Payments were received;
and any Loss of Value Payments transferred to the Collection Account pursuant to clause (f)(iv) of the prior paragraph
shall be treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or Trust Subordinate Companion
Loan, as applicable or REO Loan for which such Loss of Value Payments are being transferred to the Collection Account to cover
an item contemplated by clauses (f)(i)-(f)(iv) of the prior paragraph Section 4.01(c).


 


(h)         
     The Companion Paying Agent may, from time to time, make withdrawals from the Serviced Whole Loan Custodial Account to make distributions
pursuant to Section 4.01(o).


 


(i)                
The Certificate Administrator, on behalf of the Trustee, may, from time to time, make withdrawals from the SOMA Teleco Office
Trust Subordinate Companion Loan REMIC Distribution Account for any of the following purposes:


 


(i)         
to be deemed to make deposits of the SOMA Teleco Office Trust Subordinate Companion Loan REMIC Distribution Amount pursuant to
Section 4.01(c) and the amount of any Yield Maintenance Charges distributable pursuant to Section 4.01(h)
in the Upper-Tier REMIC Distribution Account for distribution to Holders of the SOMA Teleco Office Loan-Specific Certificates,
and to make distributions to Holders of the Class R Certificates in respect of the Class ST-R Interest, as applicable,
pursuant to Section 4.01(c) or Section 9.01, as applicable;


 


(ii)         
to pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the case
may be, any amounts payable or reimbursable to any such Person, with respect to the SOMA Teleco Office Trust Subordinate Companion
Loan pursuant to Section 8.05(b);


 


(iii)         
to pay for the cost (without duplication) of the Opinions of Counsel sought by the Trustee or the Certificate Administrator (A)
as provided in clause (vi) of the definition of “Disqualified Organization,” (B) as contemplated by Section 3.18(d),
Section 5.08(c), Section 8.02(ii), Section 10.01(g) and Section 10.01(m) to the
extent payable out of the Trust Fund, or (C) as contemplated by Section 13.01(a) or Section 13.01(c) in
connection with any amendment to this Agreement requested by the Trustee or the Certificate Administrator, which amendment is
in furtherance of the rights and interests of Holders of the SOMA Teleco Office Loan-Specific Certificates, in each case, to the
extent not paid pursuant to Section 13.01(g);


 


(iv)         
to pay any and all federal, state and local taxes imposed on the SOMA Teleco Office Trust Subordinate Companion Loan REMIC or
on the assets or transactions of such Trust REMIC, together with all incidental costs and expenses, to the extent none of the
Trustee, the Certificate Administrator, the REMIC Administrator, the


 



    -234-


     


    

 


Master Servicer or the Special Servicer is liable therefor
pursuant to Section 10.01(h) with respect to the SOMA Teleco Office Trust Subordinate Companion Loan REMIC;


 


(v)         
to pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(d) with respect to the SOMA
Teleco Office Trust Subordinate Companion Loan REMIC;


 


(vi)        
to pay to the Master Servicer any amounts transferred to the Certificate Administrator for deposit into the SOMA Teleco Office
Trust Subordinate Companion Loan REMIC Distribution Account not required to be deposited therein;


 


(vii)        to clear and terminate the SOMA Teleco Office Trust Subordinate Companion Loan REMIC Distribution Account at the termination of
this Agreement pursuant to Section 9.01; and


 


(viii)       consistent with the above, with respect to the SOMA Teleco Office Whole Loan, subject to Section 3.05(a)(i), any withdrawals
permitted pursuant to this Section 3.05(a)(i), shall be paid or reimbursed (a) first, from amounts on deposit
allocated to the SOMA Teleco Office Trust Subordinate Companion Loan and then, from amounts on deposit allocated to the
related Mortgage Loan and (b) then from general collections in respect of all other Mortgage Loans.


 


(j)                
The Certificate Administrator, on behalf of the Trustee, may, from time to time, make withdrawals from the Amazon Seattle Trust
Subordinate Companion Loan REMIC Distribution Account for any of the following purposes:


 


(i)          
to be deemed to make deposits of the Amazon Seattle Trust Subordinate Companion Loan REMIC Distribution Amount pursuant to Section 4.01(c)
and the amount of any Yield Maintenance Charges distributable pursuant to Section 4.01(h) in the Upper-Tier REMIC
Distribution Account for distribution to Holders of the Amazon Seattle Loan-Specific Certificates, and to make distributions to
Holders of the Class R Certificates in respect of the Class 300P-R Interest, as applicable, pursuant to Section 4.01(c)
or Section 9.01, as applicable;


 


(ii)         
to pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the case
may be, any amounts payable or reimbursable to any such Person, with respect to the Amazon Seattle Trust Subordinate Companion
Loan pursuant to Section 8.05(b);


 


(iii)         
to pay for the cost (without duplication) of the Opinions of Counsel sought by the Trustee or the Certificate Administrator (A)
as provided in clause (vi) of the definition of “Disqualified Organization,” (B) as contemplated by Section 3.18(d),
Section 5.08(c), Section 8.02(ii), Section 10.01(g) and Section 10.01(m) to the
extent payable out of the Trust Fund, or (C) as contemplated by Section 13.01(a) or Section 13.01(c) in
connection with any amendment to this Agreement requested by the Trustee or the Certificate Administrator, which amendment is
in furtherance of the rights and interests of Holders of the Amazon Seattle Loan-Specific Certificates, in each case, to the extent
not paid pursuant to Section 13.01(g);


 






    -235-


     


    

 


(iv)         to pay any and all federal, state and local taxes imposed on the Amazon Seattle Trust Subordinate Companion Loan REMIC or on the
assets or transactions of such Trust REMIC, together with all incidental costs and expenses, to the extent none of the Trustee,
the Certificate Administrator, the REMIC Administrator, the Master Servicer or the Special Servicer is liable therefor pursuant
to Section 10.01(h) with respect to the Amazon Seattle Trust Subordinate Companion Loan REMIC;


 


(v)         
to pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(d) with respect to the Amazon
Seattle Trust Subordinate Companion Loan REMIC;


 


(vi)        
to pay to the Master Servicer any amounts transferred to the Certificate Administrator for deposit into the Amazon Seattle Trust
Subordinate Companion Loan REMIC Distribution Account not required to be deposited therein;


 


(vii)        to clear and terminate the Amazon Seattle Trust Subordinate Companion Loan REMIC Distribution Account at the termination of this
Agreement pursuant to Section 9.01; and


 


(viii)       consistent with the above, with respect to the Amazon Seattle Whole Loan, subject to Section 3.05(a)(i), any withdrawals
permitted pursuant to this Section 3.05(a)(i), shall be paid or reimbursed (a) first, from amounts on deposit
allocated to the Amazon Seattle Trust Subordinate Companion Loan and then, from amounts on deposit allocated to the related
Mortgage Loan and (b) then from general collections in respect of all other Mortgage Loans.


 


Section 3.06         
Investment of Funds in the Collection Account, Servicing Accounts and the REO Accounts. (a)  The Master
Servicer may direct any depository institution maintaining the Collection Account, the Serviced Whole Loan Custodial Account or
any Servicing Account (for purposes of this Section 3.06, an “Investment Account”), each Special Servicer
may direct any depository institution maintaining the applicable REO Account or Loss of Value Reserve Fund (also for purposes
of this Section 3.06, an “Investment Account”) to invest or if it is such depository institution, may
itself invest, the funds held therein, only in one or more Permitted Investments bearing interest or sold at a discount, and maturing,
unless payable on demand, (i) no later than the Business Day immediately preceding the next succeeding date on which funds
are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the depository institution maintaining
such account is the obligor thereon and (ii) no later than the date on which funds are required to be withdrawn from such
account pursuant to this Agreement, if the depository institution maintaining such account is the obligor thereon. All such Permitted
Investments shall be held to maturity, unless payable on demand. Any funds held in an Investment Account shall be held in the
name of the Master Servicer or the applicable Special Servicer, as applicable, on behalf of the Trustee (in its capacity as such)
for the benefit of the Certificateholders and the Pooled RR Interest Owner. The Master Servicer (in the case of the Collection
Account, the Serviced Whole Loan Custodial Account or any Servicing Account maintained by or for the Master Servicer), each Special
Servicer (in the case of the applicable REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for
such Special Servicer) on behalf of the Trustee, shall maintain continuous


 



    -236-


     


    

 


physical possession of any Permitted Investment of
amounts in the Collection Account, the Serviced Whole Loan Custodial Account, the Servicing Accounts, Loss of Value Reserve Fund
or such REO Account, as applicable, that is either (i) a “certificated security,” as such term is defined in
the UCC (such that the Trustee shall have control pursuant to Section 8-106 of the UCC) or (ii) other property in
which a secured party may perfect its security interest by physical possession under the UCC or any other applicable law. In the
case of any Permitted Investment held in the form of a “security entitlement” (within the meaning of Section 8-102(a)(17)
of the UCC), the Master Servicer or such Special Servicer, as applicable, shall take or cause to be taken such action as the Trustee
deems reasonably necessary to cause the Trustee to have control over such security entitlement. In the event amounts on deposit
in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Master Servicer (in the case
of the Collection Account, the Serviced Whole Loan Custodial Account or any Servicing Account maintained by or for the Master
Servicer) or the applicable Special Servicer (in the case of the applicable REO Account, Loss of Value Reserve Fund or any Servicing
Account maintained by or for each Special Servicer) shall:


 


(i)         
consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted
Investment may otherwise mature hereunder in an amount equal to the lesser of (a) all amounts then payable thereunder and
(b) the amount required to be withdrawn on such date; and


 


(ii)         
demand payment of all amounts due thereunder promptly upon determination by the Master Servicer, the applicable Special Servicer,
the Certificate Administrator or the Trustee, as the case may be, that such Permitted Investment would not constitute a Permitted
Investment in respect of funds thereafter on deposit in the Investment Account.


 


(b)              
Interest and investment income realized on funds deposited in the Collection Account, the Serviced Whole Loan Custodial Account
or any Servicing Account maintained by or for the Master Servicer to the extent of the Net Investment Earnings, if any, with respect
to such account for the period from and including the prior Distribution Date to and including the Master Servicer Remittance
Date related to the current Distribution Date, shall be for the sole and exclusive benefit of the Master Servicer to the extent
(with respect to Servicing Accounts) not required to be paid to the related Mortgagor and shall be subject to its withdrawal,
or withdrawal at its direction, in accordance with Section 3.03 or Section 3.05(a), as the case may be.
Interest and investment income realized on funds deposited in the applicable REO Account, Loss of Value Reserve Fund or any Servicing
Account maintained by or for the applicable Special Servicer, to the extent of the Net Investment Earnings, if any, with respect
to such account for each period from and including any Distribution Date to and including the immediately succeeding Master Servicer
Remittance Date, shall be for the sole and exclusive benefit of the applicable Special Servicer and shall be subject to its withdrawal
in accordance with Section 3.14(c). In the event that any loss shall be incurred in respect of any Permitted Investment
(as to which the Master Servicer or applicable Special Servicer, as applicable, would have been entitled to any Net Investment
Earnings hereunder) directed to be made by the Master Servicer or the applicable Special Servicer, as applicable, and on deposit
in any of the Collection Account, the Serviced Whole Loan Custodial Account, the Servicing Account, Loss of Value Reserve Fund
or the applicable REO Account, the Master Servicer (in the case of the Collection


 



    -237-


     


    

 


Account, the Serviced Whole Loan Custodial Account
or any Servicing Account maintained by or for the Master Servicer), the applicable Special Servicer (in the case of the applicable
REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for such Special Servicer) shall deposit therein,
no later than the Master Servicer Remittance Date, without right of reimbursement, the amount of Net Investment Loss, if any,
with respect to such account for the period from and including the prior Distribution Date to and including the Master Servicer
Remittance Date related to the current Distribution Date; provided that neither the Master Servicer nor the applicable
Special Servicer shall be required to deposit any loss on an investment of funds in an Investment Account if such loss is incurred
solely as a result of the insolvency of the federal or state chartered depository institution or trust company that holds such
Investment Account, so long as such depository institution or trust company satisfied the qualifications set forth in the definition
of Eligible Account at the time such investment was made (and, with respect to the Master Servicer, such federal or state chartered
depository institution or trust company is not an Affiliate of the Master Servicer unless such depository institution or trust
company satisfied the qualification set forth in the definition of Eligible Account both (x) at the time the investment was
made and (y) thirty (30) days prior to such insolvency).


 


(c)         
Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted
Investment, or if a default occurs in any other performance required under any Permitted Investment, the Master Servicer may and,
upon the request of Certificateholders representing at least 25% of the Voting Rights shall, take such action as may be appropriate
to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.


 


Section 3.07         
Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage. (a)  The
Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion
Loan) shall use its efforts consistent with the Servicing Standard to cause the Mortgagor to maintain (other than with respect
to a Non-Serviced Mortgage Loan), and each Special Servicer (with respect to REO Properties other than any Non-Serviced
Mortgaged Properties) shall maintain, to the extent required by the terms of the related Mortgage Loan documents, all insurance
coverage as is required under the related Mortgage Loan documents except to the extent that the failure of the related Mortgagor
to do so is an Acceptable Insurance Default (and except as provided in the next sentence with respect to the Master Servicer or
the applicable Special Servicer, as applicable). If the Mortgagor does not so maintain such insurance coverage, subject to its
recoverability determination with respect to any required Property Protection Advance, the Master Servicer (with respect to the
Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) or such Special Servicer
(with respect to REO Properties other than a Non-Serviced Mortgaged Property) shall maintain all insurance coverage as is
required under the related Mortgage, but only in the event the Trustee has an insurable interest therein and such insurance is
available to the Master Servicer or such Special Servicer and, if available, can be obtained at commercially reasonable rates,
as determined ((i) prior to the occurrence and continuance of any Control Termination Event and (ii) other than with
respect to any applicable Excluded Loan, any determination that such insurance coverage is not available or not available at commercially
reasonable rates to be made with the consent of the Directing Holder) by the Master Servicer (with respect to the Mortgage Loans
(other than a Non-Serviced


 



    -238-


     


    

 


Mortgage Loan) and any related Serviced Companion Loan) or such Special Servicer (with respect
to REO Properties other than any Non-Serviced Mortgaged Property) except to the extent that the failure of the related Mortgagor
to do so is an Acceptable Insurance Default as determined by the Master Servicer (with respect to Non-Specially Serviced Mortgage
Loans) or such Special Servicer (with respect to Specially Serviced Mortgage Loans); provided, however, that if any Mortgage permits
the holder thereof to dictate to the Mortgagor the insurance coverage to be maintained on such Mortgaged Property, the Master
Servicer or, with respect to REO Property, such Special Servicer, as applicable, shall impose or maintain, as applicable, such
insurance requirements as are consistent with the Servicing Standard taking into account the insurance in place at the closing
of the Mortgage Loan or Trust Subordinate Companion Loan, provided that, with respect to the immediately preceding proviso,
the Master Servicer will be obligated to use efforts consistent with the Servicing Standard to cause the Mortgagor to maintain
(or to itself maintain) insurance against property damage resulting from terrorist or similar acts unless the Mortgagor’s
failure is an Acceptable Insurance Default as determined by the Master Servicer (with respect to Non-Specially Serviced Mortgage
Loans) or the applicable Special Servicer (with respect to Specially Serviced Mortgage Loans) with (in respect of any Mortgage
Loan other than an applicable Excluded Loan and unless a Control Termination Event is continuing) the consent of the Directing
Holder and (ii) (other than an applicable Excluded Loan) after consultation by the applicable Special Servicer with the Risk
Retention Consultation Parties pursuant to Section 6.08 and only in the event the Trustee has an insurable interest
therein and such insurance is available to the Master Servicer and, if available, can be obtained at commercially reasonable rates.
The Master Servicer and such Special Servicer shall be entitled to rely on insurance consultants (at the applicable servicer’s
expense) in determining whether any insurance is available at commercially reasonable rates. Subject to Section 3.15(a)
and the costs of such insurance being reimbursed or paid to the applicable Special Servicer as provided in the third-to-last
sentence of this paragraph, such Special Servicer shall maintain for each REO Property (other than any Non-Serviced Mortgaged
Property) no less insurance coverage than was previously required of the Mortgagor under the related Mortgage Loan documents unless
the applicable Special Servicer determines ((i) unless a Control Termination Event is continuing and after consultation by
the applicable Special Servicer with the Risk Retention Consultation Parties pursuant to Section 6.08 and (ii) other
than with respect to any applicable Excluded Loan, with the consent of the Directing Holder) that such insurance is not available
at commercially reasonable rates or that the Trustee does not have an insurable interest, in which case the Master Servicer shall
be entitled to conclusively rely on such Special Servicer’s determination. All Insurance Policies maintained by the Master
Servicer or the applicable Special Servicer shall (i) contain a “standard” mortgagee clause, with loss payable
to the Master Servicer on behalf of the Trustee (in the case of insurance maintained in respect of Mortgage Loans (other than
any Non-Serviced Mortgage Loan), including any related Serviced Companion Loan, other than REO Properties) or to the applicable
Special Servicer on behalf of the Trustee (in the case of insurance maintained in respect of REO Properties), (ii) be in
the name of the Trustee (in the case of insurance maintained in respect of REO Properties), (iii) include coverage in an
amount not less than the lesser of (x) the full replacement cost of the improvements securing the Mortgaged Property or REO Property,
as applicable, and (y) the outstanding principal balance owing on the related Mortgage Loan or REO Loan, as applicable, and in
any event, the amount necessary to avoid the operation of any co-insurance provisions, (iv) include a replacement cost
endorsement providing no deduction for depreciation (unless such endorsement is not permitted


 



    -239-


     


    

 


under the related Mortgage Loan
documents), (v) be noncancelable without thirty (30) days prior written notice to the insured party (except in the case of
nonpayment, in which case such policy shall not be cancelled without ten (10) days prior notice) and (vi) subject to the
first proviso in the second sentence of this Section 3.07(a), be issued by a Qualified Insurer authorized under applicable
law to issue such Insurance Policies. Any amounts collected by the Master Servicer or a Special Servicer under any such Insurance
Policies (other than amounts to be applied to the restoration or repair of the related Mortgaged Property or REO Property or amounts
to be released to the related Mortgagor, in each case in accordance with the Servicing Standard and the provisions of the related
Mortgage Loan documents) shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.05(a).
Any costs incurred by the Master Servicer in maintaining any such Insurance Policies in respect of Mortgage Loans (including any
related Serviced Companion Loan) (other than REO Properties and other than any Non-Serviced Mortgage Loan) (i) if the Mortgagor
defaults on its obligation to do so, shall be advanced by the Master Servicer as a Property Protection Advance (so long as such
Advance would not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead
be paid out of the Collection Account) and will be charged to the related Mortgagor and (ii) shall not, for purposes of calculating
monthly distributions to Certificateholders and the Pooled RR Interest Owner, be added to the unpaid principal balance of the
related Mortgage Loan and Serviced Companion Loan (if any), notwithstanding that the terms of such Mortgage Loan or Serviced Companion
Loan so permit. Any cost incurred by a the applicable Special Servicer in maintaining any such Insurance Policies with respect
to REO Properties shall be an expense of the Trust payable out of the related REO Account pursuant to Section 3.14(c)
or, if the amount on deposit therein is insufficient therefor, advanced by the Master Servicer as a Property Protection Advance
(so long as such Advance would not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such
cost shall instead be paid out of the Collection Account). The foregoing provisions of this Section 3.07 shall apply
to any Serviced Whole Loan as if it were a single “Mortgage Loan”. Notwithstanding any provision to the contrary,
the Master Servicer will not be required to maintain, and will not be in default for failing to obtain, any earthquake or environmental
insurance on any Mortgaged Property unless such insurance was required at the time of origination of the related Mortgage Loan
and is currently available at commercially reasonable rates.


 


Notwithstanding
the foregoing, with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion
Loan that either (x) require the Mortgagor to maintain “all risk” property insurance (and do not expressly permit
an exclusion for terrorism) or (y) contain provisions generally requiring the applicable Mortgagor to maintain insurance
in types and against such risks as the holder of such Mortgage Loan (including any related Serviced Companion Loan) reasonably
requires from time to time in order to protect its interests, the Master Servicer shall, consistent with the Servicing Standard,
(A) monitor in accordance with the Servicing Standard whether the Insurance Policies for the related Mortgaged Property contain
Additional Exclusions, (B) request the Mortgagor to either purchase insurance against the risks specified in the Additional
Exclusions or provide an explanation as to its reasons for failing to purchase such insurance and (C) notify the applicable
Special Servicer if it has knowledge that any Insurance Policy contains Additional Exclusions or if it has knowledge (such knowledge
to be based upon the Master Servicer’s compliance with the immediately preceding clauses (A) and (B)
above) that any Mortgagor fails to purchase the


 



    -240-


     


    

 


 insurance requested to be purchased by the Master Servicer pursuant to clause (B)
above. If the Master Servicer or such Special Servicer, as applicable, determines in accordance with the Servicing Standard
that such failure is not an Acceptable Insurance Default, the Master Servicer shall use efforts consistent with the Servicing
Standard to cause such insurance to be maintained following such determination (if made by the Master Servicer) or following notice
of such determination (if made by such Special Servicer). Each Special Servicer (at the expense of the Trust) shall be entitled
to rely on insurance consultants in making such determinations. The Master Servicer shall be entitled to rely on insurance consultants
(at the expense of such Master Servicer) in determining whether Additional Exclusions exist. Furthermore, the Master Servicer
or each Special Servicer, as applicable, shall promptly deliver such conclusions in writing to the 17g-5 Information Provider
for posting to the 17g-5 Information Provider’s Website for those Mortgage Loans that (i) have one of the ten (10)
highest outstanding Stated Principal Balances of all of the Mortgage Loans then included in the Trust or (ii) comprise more
than 5% of the outstanding Stated Principal Balance of the Mortgage Loans then included in the Trust. During the period that the
Master Servicer or the applicable Special Servicer is evaluating the availability of such insurance or waiting for a response
from the Directing Holder or to consult with the Risk Retention Consultation Parties pursuant to Section 6.08, neither
the Master Servicer nor the applicable Special Servicer will be liable for any loss related to its failure to require the Mortgagor
to maintain such insurance and will not be in default of its obligations as a result of such failure unless the Master Servicer
or the applicable Special Servicer is required to take any immediate action pursuant to the Servicing Standard or other servicing
requirements of this Agreement and the Master Servicer will not itself maintain such insurance or cause such insurance to be maintained.


 


(b)              
(i)  If the Master Servicer or any Special Servicer shall obtain and maintain a blanket Insurance Policy with a Qualified
Insurer insuring against fire and hazard losses on all of the Mortgage Loans (including any related Serviced Companion Loan, but
excluding any Non-Serviced Mortgage Loan) or REO Properties (other than with respect to a Non-Serviced Mortgaged Property),
as the case may be, required to be serviced and administered hereunder, then, to the extent such Insurance Policy provides protection
equivalent to the individual policies otherwise required, the Master Servicer or such Special Servicer shall conclusively be deemed
to have satisfied its obligation to cause fire and hazard insurance to be maintained on the related Mortgaged Properties or REO
Properties. Such Insurance Policy may contain a deductible clause, in which case the Master Servicer or the applicable Special
Servicer shall, if there shall not have been maintained on the related Mortgaged Property or REO Property a fire and hazard Insurance
Policy complying with the requirements of Section 3.07(a), and there shall have been one or more losses which would
have been covered by such Insurance Policy, promptly deposit into the Collection Account from its own funds the amount of such
loss or losses that would have been covered under the individual policy but are not covered under the blanket Insurance Policy
because of such deductible clause to the extent that any such deductible exceeds the deductible limitation that pertained to the
related Mortgage Loan (including any related Serviced Companion Loan), or in the absence of such deductible limitation, the deductible
limitation that is consistent with the Servicing Standard. In connection with its activities as administrator and Master Servicer
of the Mortgage Loans or any Serviced Companion Loans, the Master Servicer agrees to prepare and present, on behalf of itself,
the Trustee, the Certificateholders and the Pooled RR Interest Owner, claims under any such blanket Insurance Policy in a timely
fashion in accordance with the terms of such policy. Each Special


 



    -241-


     


    

 


Servicer, to the extent consistent with the Servicing Standard,
may maintain, earthquake insurance on REO Properties (other than with respect to a Non-Serviced Mortgaged Property), provided
coverage is available at commercially reasonable rates, the cost of which shall be a Property Protection Advance.


 


(ii)         
If the Master Servicer or any Special Servicer shall cause any Mortgaged Property or REO Property to be covered by a master single
interest or force-placed Insurance Policy with a Qualified Insurer naming the Master Servicer or such Special Servicer on
behalf of the Trustee as the loss payee, then to the extent such Insurance Policy provides protection equivalent to the individual
policies otherwise required, the Master Servicer or such Special Servicer shall conclusively be deemed to have satisfied its obligation
to cause such insurance to be maintained on the related Mortgaged Properties and REO Properties. In the event the Master Servicer
or any Special Servicer shall cause any Mortgaged Property or REO Property to be covered by such master single interest or force-placed
Insurance Policy, the incremental costs of such insurance applicable to such Mortgaged Property or REO Property (i.e.,
other than any minimum or standby premium payable for such policy whether or not any Mortgaged Property or REO Property is covered
thereby) shall be paid by the Master Servicer as a Property Protection Advance. Such master single interest or force-placed
policy may contain a deductible clause, in which case the Master Servicer or such Special Servicer shall, in the event that there
shall not have been maintained on the related Mortgaged Property or REO Property a policy otherwise complying with the provisions
of Section 3.07(a), and there shall have been one or more losses which would have been covered by such policy had
it been maintained, deposit into the Collection Account from its own funds the amount not otherwise payable under the master single
or force-placed interest policy because of such deductible clause, to the extent that any such deductible exceeds the deductible
limitation that pertained to the related Mortgage Loan, including any related Serviced Companion Loan, or, in the absence of any
such deductible limitation, the deductible limitation that is consistent with the Servicing Standard.


 


(c)               
Each of the Master Servicer and the Special Servicers shall obtain and maintain at its own expense and keep in full force and
effect throughout the term of this Agreement a blanket fidelity bond and an errors and omissions Insurance Policy with a Qualified
Insurer covering the Master Servicer’s and the applicable Special Servicer’s, as applicable, officers and employees
acting on behalf of the Master Servicer and the applicable Special Servicer in connection with its activities under this Agreement.
Such amount of coverage shall be in such form and amount as are consistent with the Servicing Standard. Coverage of the Master
Servicer or the applicable Special Servicer under a policy or bond obtained by an Affiliate of the Master Servicer or such Special
Servicer and providing the coverage required by this Section 3.07(c) shall satisfy the requirements of this Section 3.07(c).
Each Special Servicer and the Master Servicer shall promptly report in writing to the Trustee any material changes that may occur
in their respective fidelity bonds, if any, and/or their respective errors and omissions insurance policies, as the case may be,
and will furnish to the Trustee copies of all binders and policies or certificates evidencing that such bonds, if any, and insurance
policies are in full force and effect.


 






    -242-


     


    

 


(d)              
At the time the Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property (other than a
Non-Serviced Mortgaged Property) is in a federally designated special flood hazard area (and such flood insurance has been
made available), the Master Servicer will use efforts consistent with the Servicing Standard to cause the related Mortgagor (in
accordance with applicable law and the terms of the Mortgage Loan and related Serviced Companion Loan documents) to maintain,
and, if the related Mortgagor shall default in its obligation to so maintain, shall itself maintain to the extent available at
commercially reasonable rates (as determined by the Master Servicer in accordance with the Servicing Standard and to the extent
the Trustee, as mortgagee, has an insurable interest therein), flood insurance in respect thereof, but only to the extent the
related Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan permits the mortgagee to require
such coverage and the maintenance of such coverage is consistent with the Servicing Standard. Such flood insurance shall be in
an amount equal to the lesser of (i) the unpaid principal balance of the related Mortgage Loan (and any related Serviced
Companion Loan, if applicable), and (ii) the maximum amount of insurance that is available under the National Flood Insurance
Act of 1968, as amended, plus such additional excess flood coverage with respect to the Mortgaged Property, if any, in an amount
consistent with the Servicing Standard. If the cost of any insurance described above is not borne by the Mortgagor, the Master
Servicer shall promptly make a Property Protection Advance for such costs.


 


(e)              
During all such times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) shall be located
in a federally designated special flood hazard area, the applicable Special Servicer will cause to be maintained, to the extent
available at commercially reasonable rates (as determined by the applicable Special Servicer (with the consent of the Directing
Holder (prior to the occurrence and continuance of a Control Termination Event and other than in respect of any applicable Excluded
Loan) and in consultation with the Risk Retention Consultation Parties pursuant to Section 6.08 (other than with respect
of any applicable Excluded Loan) in accordance with the Servicing Standard)), a flood Insurance Policy meeting the requirements
of the current guidelines of the Federal Insurance Administration in an amount representing coverage not less than the maximum
amount of insurance that is available under the National Flood Insurance Act of 1968, as amended. The cost of any such flood insurance
with respect to an REO Property shall be an expense of the Trust payable out of the related REO Account pursuant to Section 3.14(c)
or, if the amount on deposit therein is insufficient therefor, paid by the Master Servicer as a Property Protection Advance.


 


(f)               
Notwithstanding the foregoing, so long as the long-term debt or the deposit obligations or deposit accounts or claims-paying
ability of the Master Servicer (or its immediate or remote parent) or the applicable Special Servicer (or its immediate or remote
parent), as applicable, is rated no lower than “A-” by Fitch or “A-” by S&P or, in the case of the
Amazon Seattle Trust Subordinate Companion Loan, “A(low)” by DBRS Morningstar (if then rated by DBRS Morningstar),
the Master Servicer (or its public parent) or the applicable Special Servicer (or its public parent), as applicable, shall be
allowed to provide self-insurance with respect to any of its obligations under this Section 3.07.


 


(g)               
The Operating Advisor shall obtain and maintain at its own expense and keep in full force and effect throughout the term of this
Agreement an “errors and omissions” 


 



    -243-


     


    

 


insurance policy, the issuer of which is rated no lower than the applicable Qualified
Insurer ratings, covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.


 


Section 3.08         
Enforcement of Due-on-Sale Clauses; Assumption Agreements. (a)  As
to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a provision
in the nature of a “due-on-sale” clause, which by its terms:


 


(i)         
provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and
payable upon the sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor
or principals of the Mortgagor; or


 


(ii)         
provides that such Mortgage Loan and any related Companion Loan may not be assumed without the consent of the mortgagee in connection
with any such sale or other transfer,


 


then,
for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, (A) the applicable
Special Servicer shall determine (with respect to any (1) Specially Serviced Mortgage Loan or, (2) to the extent such action
is a Special Servicer Major Decision or Special Servicer Non-Major Decision (other than as described in the proviso to “Special
Servicer Non-Major Decision”), any Non-Specially Serviced Mortgage Loan (other than any Non-Serviced Mortgage Loan)), and
(B) the Master Servicer shall determine (with respect to any Non-Specially Serviced Mortgage Loan, to the extent such action is
not a Special Servicer Major Decision or Special Servicer Non-Major Decision (other than as described in the proviso to “Special
Servicer Non-Major Decision”)), in each case, in a manner consistent with the Servicing Standard, on behalf of the Trustee
as the mortgagee of record (or, in the case of any Non-Specially Serviced Mortgage Loan, if mutually agreed to by the Master Servicer
and the applicable Special Servicer, the Master Servicer shall determine in a manner consistent with the Servicing Standard and
subject to the consent (or deemed consent) of the applicable Special Servicer to the extent such action is a Major Decision or
a Special Servicer Non-Major Decision, whether to (a) exercise any right it may have with respect to such Mortgage Loan or
Serviced Companion Loan (x) to accelerate the payments thereon or (y) to grant or withhold its consent to any sale or
transfer, consistent with the Servicing Standard or (b) waive any right to exercise such rights, provided that, (i)
with respect to such consent or waiver of rights that is a Major Decision, prior to itself taking such an action, the Master Servicer
or the applicable Special Servicer, as applicable, shall obtain prior to the occurrence and continuance of a Control Termination
Event, the prior written consent (or deemed consent) of the Directing Holder (or (A)(1) during the continuance of a Control
Termination Event, but prior to a Consultation Termination Event and (2) other than with respect to any applicable Excluded
Loan, upon consultation with the Directing Holder pursuant to Section 6.08(a) and (B) during the continuance
of an Operating Advisor Consultation Event, upon consultation with the Operating Advisor pursuant to Section 6.08),
which consent shall be deemed given ten (10) Business Days after receipt (unless earlier objected to by the Directing Holder)
of the Master Servicer’s or the Special Servicer’s written analysis and recommendation with respect to such waiver
together with such other information reasonably required by the Directing Holder, and (ii) with respect to


 



    -244-


     


    

 


any Mortgage Loan
that (A) represents at least 5.0% of the aggregate Stated Principal Balance of the Mortgage Loans then outstanding and has
a Stated Principal Balance of at least $10,000,000, (B) represents one of the 10 largest Mortgage Loans (considering any
other Mortgage Loans with which it is cross-collateralized or cross-defaulted as a single Mortgage Loan) based on Stated Principal
Balance and has a Stated Principal Balance of at least $10,000,000, (C) has a Stated Principal Balance that is more than
$35,000,000, (D) is the SOMA Teleco Office Whole Loan, (E) is the Amazon Seattle Whole Loan or (F) is a Mortgage Loan
as to which the related Serviced Companion Loan represents one of the 10 largest mortgage loans in the related Other Securitization
(provided that the Master Servicer or Special Servicer, as applicable, will be entitled to reasonably rely upon the written
notification provided by the master servicer, special servicer, trustee or certificate administrator of such Other Securitization
as to whether such Serviced Companion Loan is one of the 10 largest mortgage loans in such Other Securitization, or if no timely
response is received, permitted to rely upon the most recent CREFC® Reports from such Other Securitization), the
Master Servicer or the applicable Special Servicer, as the case may be, prior to consenting to any action, shall obtain, a Rating
Agency Confirmation from each Rating Agency and a Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency.
Notwithstanding anything herein to the contrary, with respect to any applicable Excluded Loan relating to the Controlling Class
Representative, SOMA Teleco Office Controlling Class Representative or Amazon Seattle Controlling Class Representative, as applicable
(regardless of whether an Operating Advisor Consultation Event is continuing), the applicable Special Servicer shall consult with
the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions
that it is processing and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance
with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


In
connection with any request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion
Loan Securities, the related Companion Loan Rating Agencies) pursuant to this Section 3.08(a), the Master Servicer
or the applicable Special Servicer, that is processing the related action, as the case may be, shall (if not already provided
in accordance with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5 Information Provider (or,
with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance with Section 3.25
of this Agreement.


 


If
any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage
Loan or related Serviced Companion Loan may be assumed or transferred without the consent of the mortgagee; provided that
certain conditions are satisfied, then for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced
under this Agreement, the applicable Special Servicer, with respect to all Specially Serviced Mortgage Loans (other than a Non-Serviced
Mortgage Loan), related Serviced Companion Loans, on behalf of the Trustee as the mortgagee of record, shall determine in accordance
with the Servicing Standard whether such conditions have been satisfied, or, with respect to any Mortgage Loan which does not
allow the mortgagee discretion in approving a transfer or assumption or does not allow for discretion in determining whether conditions
to a transfer or assumption have been satisfied, the Master Servicer, on behalf of the Trustee as mortgagee of record, shall make
such determination with respect to whether such conditions have been satisfied.


 






    -245-


     


    

 


Upon
receiving a request for any matter described in this Section 3.08(a) that constitutes a Special Servicer Major Decision
or a Special Servicer Non-Major Decision (other than items listed under clauses (d)(i) and (d)(ii) of “Special
Servicer Non-Major Decision”), the Master Servicer shall forward such request to the applicable Special Servicer and, unless
the Master Servicer and the applicable Special Servicer mutually agree that the Master Servicer shall process such request with
respect to a Non-Specially Serviced Mortgage Loan, in accordance with the terms and conditions reasonably agreed to by the Master
Servicer and applicable Special Servicer, including the applicable Special Servicer’s consent, the applicable Special Servicer
shall process such request and the Master Servicer shall have no further obligation with respect to such request or the related
Special Servicer Major Decision or Special Servicer Non-Major Decision. If such action with respect to a Non-Specially Serviced
Mortgage Loan is not a Special Servicer Non-Major Decision or a Major Decision, the Master Servicer shall process the related
request and shall have no obligation to obtain the consent of or consult with the applicable Special Servicer, Directing Holder
or Operating Advisor.


 


(b)          As to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a
provision in the nature of a “due-on-encumbrance” clause that by its terms:


 


(i)          
provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and
payable upon the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests in
the Mortgagor or principals of the Mortgagor; or


 


(ii)         
requires the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged
Property or equity interests in the Mortgagor or principals of the Mortgagor;


 


then,
(A) the applicable Special Servicer shall determine (with respect to (1) a Specially Serviced Mortgage Loan or, (2) to the extent
such action is a Special Servicer Major Decision or Special Servicer Non-Major Decision (other than as described in the proviso
to “Special Servicer Non-Major Decision”), any Non-Specially Serviced Mortgage Loan and related Companion Loan, if
applicable), and (B) the Master Servicer shall determine (with respect to any Non-Specially Serviced Mortgage Loan, to the extent
such action is not a Special Servicer Major Decision or Special Servicer Non-Major Decision (other than as described in the proviso
to “Special Servicer Non-Major Decision”)), in each case, in a manner consistent with the Servicing Standard, on behalf
of the Trustee as the mortgagee of record (or, in the case of any non-Specially Serviced Loan, if mutually agreed to by the Master
Servicer and the applicable Special Servicer, the Master Servicer shall determine, in a manner consistent with the Servicing Standard
and subject to the consent (or deemed consent) of the applicable Special Servicer to the extent such action is a Major Decision
or Special Servicer Non-Major Decision), whether to (a) exercise any right it may have with respect to such Mortgage Loan
or Serviced Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to the creation of
any additional lien or other encumbrance, consistent with the Servicing Standard or (b) grant or waive its right to exercise
such rights, provided that (i) with respect to such consent or waiver of rights that is a Major Decision, prior to the
occurrence and continuance of a Control Termination Event and other than with respect to an applicable Excluded Loan, the Master
Servicer or the applicable Special


 



    -246-


     


    

 


 Servicer, as applicable, has obtained the prior written consent (or deemed consent) of the
Directing Holder (or (A)(1) after the occurrence and continuance of a Control Termination Event, but prior to a Consultation Termination
Event and (2) other than with respect to an applicable Excluded Loan, upon consultation with the Directing Holder pursuant to
Section 6.08(a) and (B) during the continuance of an Operating Advisor Consultation Event, upon consultation
with the Operating Advisor pursuant to Section 6.08), which consent shall be deemed given ten (10) Business Days after
receipt by the Directing Holder of the Master Servicer’s or the applicable Special Servicer’s written analysis and
recommendation with respect to such waiver or exercise of such rights together with such other information reasonably required
by the Directing Holder and (ii) with respect to any Mortgage Loan that (A) represents at least 2.0% of the aggregate
Stated Principal Balance of the Mortgage Loans then outstanding and has a Stated Principal Balance of at least $10,000,000, (B) represents
one of the 10 largest Mortgage Loans (considering any other Mortgage Loans with which it is cross-collateralized or cross-defaulted
as a single Mortgage Loan) based on Stated Principal Balance and has a Stated Principal Balance of at least $10,000,000, (C) has
a Stated Principal Balance that is more than $35,000,000, (D) has a loan-to-value ratio that is equal to or greater than
85% (including any existing and proposed debt) and has a Stated Principal Balance of at least $10,000,000, (E) has a Debt
Service Coverage Ratio that is less than 1.20x (in each case, determined based upon the aggregate of the principal balance of
the Mortgage Loan (or Serviced Whole Loan, if applicable) and the principal amount of the proposed additional lien) and has a
Stated Principal Balance of at least $10,000,000, (F) is the SOMA Teleco Office Whole Loan, (G) is the Amazon Seattle Whole Loan
or (H) is a Mortgage Loan as to which the related Serviced Companion Loan represents one of the 10 largest mortgage loans
in the related Other Securitization (provided that the Master Servicer or applicable Special Servicer, as applicable, will
be entitled to reasonably rely upon the written notification provided by the master servicer, special servicer, trustee or certificate
administrator of such Other Securitization as to whether such Serviced Companion Loan is one of the 10 largest mortgage loans
in such Other Securitization, or if no timely response is received, permitted to rely upon the most recent CREFC®
Reports from such Other Securitization), a Rating Agency Confirmation is received by the Master Servicer or the applicable Special
Servicer, as the case may be, from each Rating Agency and a Companion Loan Rating Agency Confirmation from each Companion Loan
Rating Agency. Notwithstanding anything herein to the contrary, with respect to any applicable Excluded Loan related to the Controlling
Class Representative, SOMA Teleco Office Controlling Class Representative or Amazon Seattle Controlling Class Representative,
as applicable (regardless of whether an Operating Advisor Consultation Event is continuing), the Master Servicer, the applicable
Special Servicer or the related Excluded Special Servicer, as applicable, shall consult with the Operating Advisor, on a non-binding
basis, in connection with the related transactions involving proposed Major Decisions that it is processing and consider alternative
actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08
for consulting with the Operating Advisor.


 


In
connection with any request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion
Loan Securities, the related Companion Loan Rating Agencies) pursuant to this Section 3.08(a), the Master Servicer
or the applicable Special Servicer, that is processing the related action, as applicable, shall (if not already provided in accordance
with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5


 



    -247-


     


    

 


Information Provider (or, with respect
to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance with Section 3.25
of this Agreement.


 


To
the extent permitted by the related Mortgage Loan documents, the Rating Agency Confirmation and Companion Loan Rating Agency Confirmation
described in the immediately preceding paragraph or in Section 3.08(a) shall be an expense of the related Mortgagor;
provided that if the Mortgage Loan documents are silent as to who bears the costs of obtaining any such Rating Agency Confirmation,
the Master Servicer or the applicable Special Servicer, that is processing the related action, as applicable, shall use reasonable
efforts to make the related Mortgagor bear such costs and expenses. Unless determined to be a Nonrecoverable Advance such costs
not collected from the related Mortgagor shall be advanced as a Property Protection Advance.


 


If
any Mortgage Loan or related Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered
without the consent of the mortgagee provided that certain conditions are satisfied and there is no lender discretion with
respect to the satisfaction of such conditions, then for so long as such Mortgage Loan or related Companion Loan is being serviced
under this Agreement, the applicable Special Servicer, on behalf of the Trustee as the mortgagee of record, with respect to all
Specially Serviced Mortgage Loans (other than a Non-Serviced Mortgage Loan), shall determine whether conditions to further
encumbrance have been satisfied (provided that there is no lender discretion with respect to the satisfaction of such conditions),
or (2) the Master Servicer, on behalf of the Trustee as the mortgagee of record, with respect to all Non-Specially Serviced Mortgage
Loans for which there is no mortgagee discretion in determining whether conditions are satisfied, shall make such determination
with respect to whether such conditions have been satisfied.


 


Upon
receiving a request for any matter described in this Section 3.08(b) that constitutes a Special Servicer Major Decision
or a Special Servicer Non-Major Decision (other than items listed under clauses (d)(i) and (d)(ii) of “Special
Servicer Non-Major Decision”), the Master Servicer shall forward such request to the applicable Special Servicer and, unless
the Master Servicer and the applicable Special Servicer mutually agree that the Master Servicer will process such request with
respect to a Non-Specially Serviced Mortgage Loan in accordance with the terms and conditions reasonably agreed to by the Master
Servicer and applicable Special Servicer, including the applicable Special Servicer’s consent, the applicable Special Servicer
shall process such request and the Master Servicer shall have no further obligation with respect to such request or the related
Special Servicer Major Decision or Special Servicer Non-Major Decision. If such action with respect to a Non-Specially Serviced
Mortgage Loan is not a Special Servicer Non-Major Decision or a Major Decision, the Master Servicer shall process the related
request and shall have no obligation to obtain the consent of or consult with the applicable Special Servicer, Directing Holder
or Operating Advisor.


 


(c)              
Nothing in this Section 3.08 shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to
receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation
of any additional lien or other encumbrance with respect to such Mortgaged Property.


 






    -248-


     


    

 


(d)              
Except as otherwise permitted by Section 3.08(a) and (b) and/or Section 3.18, neither the Master
Servicer nor the applicable Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced
Companion Loan, as applicable, in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08.
The Master Servicer and the applicable Special Servicer, as applicable, shall provide copies of any final waivers (except with
respect to provision of any such waivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects
pursuant to Section 3.08(a) or (b) to each other and to the 17g-5 Information Provider with respect to
each Mortgage Loan, and shall notify the Trustee, the Certificate Administrator, each other and, subject to the terms of this
Agreement, the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s Website in accordance with Section 3.25)
and, with respect to a Whole Loan, the related Serviced Companion Noteholder, of any assumption or substitution agreement executed
pursuant to Section 3.08(a) or (b) and shall forward thereto a copy of such agreement.


 


(e)               
Notwithstanding the foregoing provisions of this Section 3.08, if the Master Servicer or the applicable Special Servicer,
as applicable, makes a determination under Sections 3.08(a) or Section 3.08(b) hereof that the applicable
conditions in the related Mortgage Loan or Companion Loan documents, as applicable, with respect to assumptions or encumbrances
permitted without the consent of the mortgagee have been satisfied, the applicable assumptions and transfers may be subject to
an assumption or other fee, unless such fees are otherwise prohibited pursuant to the Mortgage Loan documents; provided
that any such fee not provided for in the Mortgage Loan documents does not constitute a “significant” change in yield
pursuant to Treasury Regulations Section 1.1001-3(e)(2).


 


Section 3.09         
Realization Upon Defaulted Loans and Companion Loans. (a)  Upon
an event of default under the Mortgage Loan documents related to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt,
the Master Servicer shall promptly provide written notice to the related Companion Holder or mezzanine lender, as applicable,
with a copy of such notice to the applicable Special Servicer. If the related Mortgage Loan or Whole Loan is a Specially Serviced
Loan, then the applicable Special Servicer shall, subject to subsections (b) through (d) of this Section 3.09,
Section 3.24, subject to the Directing Holders’ and the Risk Retention Consultation Parties’ respective
rights pursuant to Section 6.08, and any Companion Holder or mezzanine lender’s rights under the related Co-Lender
Agreement (in the case of a Serviced Whole Loan, on behalf of the holders of the beneficial interest of the related Companion
Loan) or this Agreement, exercise reasonable efforts, consistent with the Servicing Standard, to foreclose upon or otherwise comparably
convert (which may include an REO Acquisition) the ownership of property securing any such Mortgage Loan (other than any Non-Serviced
Mortgage Loan) and related Companion Loan, if any, as come into and continue in default as to which no satisfactory arrangements
(including by way of a discounted pay-off) can be made for collection of delinquent payments, and which are not released from
the Trust Fund pursuant to any other provision hereof. The foregoing is subject to the provision that, in any case in which a
Mortgaged Property shall have suffered damage from an Uninsured Cause, the Master Servicer or the applicable Special Servicer
shall not be required to make a Property Protection Advance and expend funds toward the restoration of such property unless such
Special Servicer has determined in its reasonable discretion that such restoration will increase the net proceeds of liquidation
of such Mortgaged Property to Certificateholders and the Pooled RR Interest Owner after reimbursement to the Master Servicer or
the applicable Special Servicer, as applicable, for


 



    -249-


     


    

 


such Property Protection Advance, and the Master Servicer or such Special
Servicer has not determined that such Property Protection Advance together with accrued and unpaid interest thereon would constitute
a Nonrecoverable Advance. The costs and expenses incurred by the applicable Special Servicer in any such proceedings shall be
advanced by the Master Servicer; provided that, in each case, such cost or expense would not, if incurred, constitute a Nonrecoverable
Property Protection Advance. Nothing contained in this Section 3.09 shall be construed so as to require the Master
Servicer or a Special Servicer, on behalf of the Trust, to make an offer on any Mortgaged Property at a foreclosure sale or similar
proceeding that is in excess of the fair market value of such property, as determined by the Master Servicer or the applicable
Special Servicer in its reasonable judgment taking into account the factors described in Section 3.16(b) and the results
of any Appraisal obtained pursuant to the following sentence, all such offers to be made in a manner consistent with the Servicing
Standard. If and when the applicable Special Servicer or the Master Servicer deems it necessary and prudent for purposes of establishing
the fair market value of any Mortgaged Property securing a Defaulted Loan or any related defaulted Companion Loan, whether for
purposes of making an offer at foreclosure or otherwise, the applicable Special Servicer or the Master Servicer, as the case may
be, is authorized to have an Appraisal performed with respect to such property by an Independent MAI-designated appraiser
the cost of which shall be paid by the Master Servicer as a Property Protection Advance.


 


(b)          No Special Servicer shall acquire any personal property pursuant to this Section 3.09 unless either:


 


(i)         
such personal property is incidental to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by
such Special Servicer; or


 


(ii)         
such Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Property
Protection Advance) to the effect that the holding of such personal property by the Trust (to the extent not allocable to the
related Companion Loan) will not cause an Adverse REMIC Event to occur.


 


(c)         
Notwithstanding the foregoing provisions of this Section 3.09 and Section 3.24, neither the Master Servicer
nor the applicable Special Servicer shall, on behalf of the Trustee, obtain title to a Mortgaged Property in lieu of foreclosure
or otherwise, or take any other action with respect to any Mortgaged Property, if, as a result of any such action, the Trustee,
on behalf of the Certificateholders, the Pooled RR Interest Owner and/or any related Companion Holder, would be considered to
hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator”
of such Mortgaged Property within the meaning of CERCLA or any comparable law, unless (as evidenced by an Officer’s Certificate
to such effect delivered to the Trustee) the applicable Special Servicer has previously determined in accordance with the Servicing
Standard, based on an Environmental Assessment of such Mortgaged Property performed by an Independent Person who regularly conducts
Environmental Assessments and performed within six (6) months prior to any such acquisition of title or other action, that:


 


(i)         
such Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental
consultant, that it would be in the best economic interest of the Certificateholders (and with respect to any Serviced Whole


 



    -250-


     


    

 


Loan,
the related Companion Holders) and the Pooled RR Interest Owner, as a collective whole as if such Certificateholders, the Pooled
RR Interest Owner and, if applicable, Companion Holders constituted a single lender, taking into account the pari passu
or subordinate nature of any related Companion Loan, to take such actions as are necessary to bring such Mortgaged Property in
compliance with such laws, and


 


(ii)         
there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any Hazardous Materials
for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective
federal, state or local law or regulation, or that, if any such Hazardous Materials are present for which such action could be
required, after consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders
(and with respect to any Serviced Whole Loan, the Companion Holders) and the Pooled RR Interest Owner, as a collective whole as
if such Certificateholders, the Pooled RR Interest Owner and, if applicable, Companion Holders constituted a single lender, taking
into account the pari passu or subordinate nature of any related Companion Loan, to take such actions with respect to the
affected Mortgaged Property.


 


The
cost of any such Environmental Assessment shall be paid by the Master Servicer as a Property Protection Advance and the cost of
any remedial, corrective or other further action contemplated by clause (i) and/or clause (ii) of the
preceding sentence shall be paid by the Master Servicer as a Property Protection Advance, unless it is a Nonrecoverable Property
Protection Advance (in which case it shall be an expense of the Trust and, in the case of a Serviced Whole Loan, shall be withdrawn
in accordance with the related Co-Lender Agreement by the Master Servicer from the Collection Account, including from the Serviced
Whole Loan Custodial Account (such withdrawal to be made from amounts on deposit therein that are otherwise payable on or allocable
to such Serviced Whole Loan)); and if any such Environmental Assessment so warrants, the applicable Special Servicer shall, except
with respect to any Companion Loan and any Environmental Assessment ordered after such Mortgage Loan has been paid in full, perform
such additional environmental testing at the expense of the Trust as it deems necessary and prudent to determine whether the conditions
described in clauses (i) and (ii) of the preceding sentence have been satisfied. With respect to Non-Specially
Serviced Mortgage Loans, the Master Servicer and, with respect to Specially Serviced Mortgage Loans, the applicable Special Servicer
(other than any Non-Serviced Mortgage Loan) shall review and be familiar with the terms and conditions relating to enforcing
claims and shall monitor the dates by which any claim or action must be taken (including delivering any notices to the insurer
and using reasonable efforts to perform any actions required under such policy) under each environmental Insurance Policy in effect
and obtained on behalf of the mortgagee to receive the maximum proceeds available under such policy for the benefit of the Certificateholders
and the Pooled RR Interest Owner and the Trustee (as holder of the Lower-Tier Regular Interests).


 


(d)              
If (i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions
set forth in clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not
been satisfied with respect to any Mortgaged Property securing a Defaulted Loan and, in the case of a Serviced Mortgage Loan,
any related Companion Loan, and (ii) there has been no Breach of any of the representations and warranties set forth in or


 



    -251-


     


    

 



required to be made pursuant to Section 6 of each Mortgage Loan Purchase Agreement for which the applicable Mortgage Loan
Seller could be required to repurchase such Defaulted Loan pursuant to Section 6 of each Mortgage Loan Purchase Agreement,
then the applicable Special Servicer shall take such action as it deems to be in the best economic interest of the Trust (other
than proceeding to acquire title to the Mortgaged Property) and is hereby authorized, with the consent of the Directing Holder
and after consultation with the Risk Retention Consultation Parties pursuant to Section 6.08 (prior to the occurrence
and continuance of a Control Termination Event and other than with respect to any applicable Excluded Loan), with the consent
of the Directing Holder at such time as it deems appropriate to release such Mortgaged Property from the lien of the related Mortgage,
provided that, if such Mortgage Loan has a then outstanding principal balance of greater than $1,000,000, then prior to
the release of the related Mortgaged Property from the lien of the related Mortgage, (i) the applicable Special Servicer
shall have notified the Rating Agencies, the Trustee, the Certificate Administrator, the Master Servicer and ((A) prior to
the occurrence of a Consultation Termination Event and (B) other than with respect to any applicable Excluded Loan) the Directing
Holder or the Risk Retention Consultation Parties, in writing of its intention to so release such Mortgaged Property and the bases
for such intention, (ii) the Certificate Administrator shall have posted such notice of the applicable Special Servicer’s
intention to so release such Mortgaged Property to the Certificate Administrator’s Website pursuant to Section 3.13(b)
and (iii) in addition to the prior written consent of the Directing Holder as required above, the Certificateholders
evidencing at least 25% of the Voting Rights shall have consented or have been deemed to have consented to such release within
thirty (30) days of the Certificate Administrator’s posting such notice to the Certificate Administrator’s Website
(failure to respond by the end of such 30-day period being deemed consent of the Holders of the Certificates). To the extent
any fee charged by any Rating Agency in connection with rendering such written confirmation is not paid by the related Mortgagor,
such fee is to be an expense of the Trust; provided that the applicable Special Servicer shall use commercially reasonable
efforts to collect such fee from the Mortgagor to the extent permitted under the related Mortgage Loan documents.


 


(e)         
Each Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to the Directing
Holder and the Risk Retention Consultation Parties (other than with respect to any applicable Excluded Loan), the Master Servicer,
the Certificate Administrator and the 17g-5 Information Provider monthly regarding any actions taken by such Special Servicer
with respect to any Mortgaged Property securing a Defaulted Loan, or defaulted Companion Loan as to which the environmental testing
contemplated in subsection (c) above has revealed that either of the conditions set forth in clauses (i)
and (ii) of the first sentence thereof has not been satisfied, in each case until the earlier to occur of satisfaction
of both such conditions, repurchase of the related Mortgage Loan or Trust Subordinate Companion Loan by the applicable Mortgage
Loan Seller or release of the lien of the related Mortgage on such Mortgaged Property.


 


(f)          
Each Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting to
the Internal Revenue Service and shall provide the Master Servicer with all information regarding forgiveness of indebtedness
and required to be reported with respect to any Mortgage Loan or related Companion Loan that is abandoned or foreclosed and the
Master Servicer shall report to the Internal Revenue Service and the related Mortgagor, in the manner required by applicable law,
such information and the


 



    -252-


     


    

 


 Master Servicer shall report, via Form 1099A or Form 1099C (or any successor form), all forgiveness
of indebtedness and abandonment and foreclosure to the extent such information has been provided to the Master Servicer by such
Special Servicer. Upon request, the Master Servicer shall deliver a copy of any such report to the Trustee and the Certificate
Administrator.


 


(g)         
Each Special Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of the maintenance
of an action to obtain a deficiency judgment if the state in which the Mortgaged Property is located and the terms of the Mortgage
Loan (and if applicable, the related Companion Loan) permit such an action.


 


(h)         
Each Special Servicer shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery Determination
in respect of a Defaulted Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion Loan or any REO
Property (other than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination shall be evidenced
by an Officer’s Certificate promptly delivered to the Trustee, the Certificate Administrator, the Directing Holder and the
Risk Retention Consultation Parties (other than with respect to any applicable Excluded Loan) and the Master Servicer and in no
event later than the next succeeding P&I Advance Determination Date.


 


Section 3.10         
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon
the payment in full of any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Trust Subordinate Companion Loan, or
the receipt by the Master Servicer or the applicable Special Servicer, as the case may be, of a notification that payment in full
shall be escrowed in a manner customary for such purposes, the Master Servicer or the applicable Special Servicer, as the case
may be, shall promptly notify the Trustee and the Custodian and request delivery of the related Mortgage File. Any such notice
and request shall be in the form of a Request for Release substantially in the form of Exhibit E signed by a Servicing
Officer and shall include a statement to the effect that all amounts received or to be received in connection with such payment
which are required to be deposited in the Collection Account pursuant to Section 3.04(a) or remitted to the Master
Servicer to enable such deposit, have been or will be so deposited. Within seven (7) Business Days (or within such shorter period
as release can reasonably be accomplished if the Master Servicer or the applicable Special Servicer notifies the Custodian of
an exigency) of receipt of such notice and request, the Custodian shall release the related Mortgage File to the Master Servicer
or the applicable Special Servicer, as the case may be; provided that in the case of the payment in full of a Serviced Companion
Loan or its related Mortgage Loan, the related Mortgage File shall not be released by the Custodian unless the related Serviced
Whole Loan, is paid in full. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall
be chargeable to the Collection Account.


 


(b)         From time to time as is appropriate for servicing or foreclosure of any Mortgage Loan (other than any Non-Serviced Mortgage
Loan) (and any related Companion Loan), the Master Servicer or the applicable Special Servicer shall deliver to the Custodian
a Request for Release substantially in the form of Exhibit E signed by a Servicing Officer. Upon receipt of the foregoing,
the Custodian shall deliver the Mortgage File or any document therein to the Master Servicer or the applicable Special Servicer
(or a designee), as the case may be. Upon return of such Mortgage File or such document to the Custodian, or the delivery to the
Trustee and the Custodian of a certificate of a Servicing Officer of the Master Servicer or the


 



    -253-


     


    

 


applicable Special Servicer, as
the case may be, stating that such Mortgage Loan (and, in the case of a Serviced Whole Loan, the related Companion Loan), was
liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited
into the Collection Account (including amounts related to the related Companion Loan) pursuant to Section 3.04(a)
have been or will be so deposited, or that such Mortgage Loan has become an REO Property, a copy of the Request for Release shall
be released by the Custodian to the Master Servicer or the applicable Special Servicer (or a designee), as the case may be, with
the original being released upon termination of the Trust.


 


(c)         
Within seven (7) Business Days (or within such shorter period as delivery can reasonably be accomplished if the applicable Special
Servicer notifies the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the applicable Special
Servicer any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s
sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage
Note (including any note evidencing a related Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any
other remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity. The applicable
Special Servicer shall be responsible for the preparation of all such documents and pleadings. When submitted to the Trustee for
signature, such documents or pleadings shall be accompanied by a certificate of a Servicing Officer requesting that such pleadings
or documents be executed by the Trustee and certifying as to the reason such documents or pleadings are required and that the
execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage, except for the
termination of such a lien upon completion of the foreclosure or trustee’s sale. The Trustee shall not be required to review
such documents for their sufficiency or enforceability.


 


With
respect to each Servicing Shift Whole Loan, on and after the related Servicing Shift Securitization Date, if pursuant to the related
Co-Lender Agreement and the related Non-Serviced Pooling Agreement, and as appropriate for enforcing the terms of such Servicing
Shift Whole Loan, as applicable, the related Non-Serviced Master Servicer submits in a Request for Release delivery to it of the
original Note, then the Custodian shall release or cause the release of such original Note to the related Non-Serviced Master
Servicer or its designee.


 


(d)              
If, from time to time, pursuant to the terms of the applicable Non-Serviced Co-Lender Agreement and the applicable Non-Serviced
Pooling Agreement, and as appropriate for enforcing the terms of a Non-Serviced Mortgage Loan, the applicable Non-Serviced
Master Servicer requests delivery to it of the original Mortgage Note for a Non-Serviced Mortgage Loan, then the Custodian
shall release or cause the release of such original Mortgage Note to such Non-Serviced Master Servicer or its designee.


 


Section 3.11         
Servicing Compensation. (a)  As compensation for its activities
hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion
Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced
Mortgage Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced mortgage loan” under any related
Non-Serviced Pooling Agreement). As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time
to time at the Servicing Fee Rate


 



    -254-


     


    

 


and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion
Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or
REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which
any related interest payment due on such Mortgage Loan, Companion Loan or deemed to be due on such REO Loan is computed. The Servicing
Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect
to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan
continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing
Fee shall continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly,
on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as
interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to
recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments,
Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries
of interest, to the extent permitted by Section 3.05(a) (and as otherwise provided therein). Except as set forth in
the next two sentences, the third paragraph of this Section 3.11(a), Section 6.03, Section 6.05
and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except
in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in
accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable
to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the
related Co-Lender Agreement, or if unpaid after final recovery on the related Mortgage Loan, out of general collections on deposit
in the Collection Account with respect to the other Mortgage Loans.


 


The
Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a),
additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts
to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers,
extensions or amendments of any Non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan) including
any related Serviced Companion Loans that are not Specially Serviced Mortgage Loans, to the extent not prohibited by the related
Co-Lender Agreement and that are not Specially Serviced Mortgage Loans that do not involve a Special Servicer Major Decision or
a Special Servicer Non-Major Decision and 50% of Excess Modification Fees related to any modifications, waivers, extensions or
amendments of any Mortgage Loans (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loans that are
not Specially Serviced Mortgage Loans to the extent not prohibited by the related Co-Lender Agreement and that involve one or
more Special Servicer Major Decisions or Special Servicer Non-Major Decisions (whether or not processed by the applicable Special
Servicer) (provided, however, that the Master Servicer shall receive 0% of any Modification Fees in connection with
a COVID Modification); (ii) 100% of all assumption application fees received on any Mortgage Loans and the Trust Subordinate
Companion Loans, only for which the Master Servicer is processing the underlying assumption related transaction (including any
related Serviced Companion Loan, to the extent not prohibited by the related Co-Lender


 



    -255-


     


    

 


Agreement) (whether or not the consent
of the applicable Special Servicer is required) and 100% of all defeasance fees (provided that for the avoidance of doubt,
any such defeasance fees shall not include any Modification Fees or waiver fees in connection with a defeasance that the applicable
Special Servicer is entitled to under this Agreement); (iii) 100% of assumption, waiver, consent and earnout fees and similar
fees pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement
on the Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan to the extent not prohibited by
the related Co-Lender Agreement) which do not involve a Special Servicer Major Decision or a Special Servicer Non-Major Decision;
and (iv) 50% of all assumption, waiver, consent and earnout fees and similar fees (other than assumption application and
defeasance fees), pursuant to Section 3.08 and Section 3.18 on any Non-Specially Serviced Mortgage
Loan (including any related Serviced Companion Loan to the extent not prohibited by the related Co-Lender Agreement) which involve
a Special Servicer Major Decision or Special Servicer Non-Major Decision (whether or not processed by the applicable Special Servicer)
and only to the extent that all amounts then due and payable with respect to the related Mortgage Loan or Trust Subordinate Companion
Loan have been paid. In addition, the Master Servicer shall be entitled to retain as additional servicing compensation (other
than with respect to a Non-Serviced Mortgage Loan) any charges for processing Mortgagor requests, beneficiary statements or
demands (to the extent such beneficiary statements or demands are prepared by the Master Servicer), fees in connection with defeasance,
if any, and other customary charges, and amounts collected for checks returned for insufficient funds related to the accounts
held by the Master Servicer, in each case only to the extent actually paid by the related Mortgagor and shall not be required
to deposit such amounts in the Collection Account or the Serviced Whole Loan Custodial Account pursuant to Section 3.04(a)
or Section 3.04(b), respectively. In addition, the Master Servicer shall also be entitled to retain as additional
servicing compensation (other than with respect to any Non-Serviced Mortgage Loan) reasonable review fees in connection with
any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents, and only to
the extent actually paid by the related Mortgagor. Subject to Section 3.11(d), the Master Servicer shall also be entitled
to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d),
(ii) interest or other income earned on deposits relating to the Trust Fund in the Collection Account or the Serviced Whole
Loan Custodial Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings,
if any, with respect to such account for the period from and including the prior Distribution Date to and including the Master
Servicer Remittance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in
the Servicing Account which are not required by applicable law or the related Mortgage Loan or Trust Subordinate Companion Loan
to be paid to the Mortgagor, and (iv) the difference, if positive, between Prepayment Interest Excess and Prepayment Interest
Shortfalls collected on the Mortgage Loans, Trust Subordinate Companion Loans and any Serviced Pari Passu Companion Loan, during
the related Collection Period to the extent not required to be paid as Compensating Interest Payments. The Master Servicer shall
be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including,
without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance
Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable
directly out of the Collection Account and the Master


 



    -256-


     


    

 


Servicer shall not be entitled to reimbursement therefor except as expressly
provided in this Agreement.


 


With
respect to any of the preceding fees as to which both the Master Servicer and the applicable Special Servicer are entitled to
receive a portion thereof, the Master Servicer and the applicable Special Servicer shall each have the right, but not any obligation,
to reduce or elect not to charge its respective portion of such fee (in the case of a split fee with respect Penalty Charges,
subject to certain limitations described in Section 3.02); provided that (A) neither the Master Servicer
nor the applicable Special Servicer shall have the right to reduce or elect not to charge the portion of any such fee due to the
other and (B) to the extent either the Master Servicer or the applicable Special Servicer exercises its right to reduce or
elect not to charge its respective portion in any such fee, the party that reduced or elected not to charge its respective portion
of such fee shall not have any right to share in any part of the other party’s portion of such fee. If the Master Servicer
decides not to charge any fee, the applicable Special Servicer shall nevertheless be entitled to charge its portion of the related
fee to which the applicable Special Servicer would have been entitled if the Master Servicer had charged a fee and the Master
Servicer shall not be entitled to any of such fee charged by the applicable Special Servicer.


 


Notwithstanding
anything herein to the contrary, the Master Servicer may, at its option, assign or pledge to any third party or retain for itself
the Transferable Servicing Interest; provided, however, that in the event of any resignation or termination of such
Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably
necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the
requirements of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum rate
in excess of the Servicing Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms
be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing
Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to
receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of the Master Servicer hereunder
(subject to reduction pursuant to the preceding sentence).


 


(b)              
As compensation for its activities hereunder, each Special Servicer shall be entitled to receive the Special Servicing Fee with
respect to each Specially Serviced Mortgage Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating
to a Non-Serviced Mortgaged Property). As to each Specially Serviced Mortgage Loan and REO Loan, the Special Servicing Fee shall
accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance
of such Specially Serviced Mortgage Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on
the Specially Serviced Mortgage Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment,
for the same period respecting which any related interest payment due on such Specially Serviced Mortgage Loan or deemed to be
due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Mortgage Loan or REO Loan shall
cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan or Trust Subordinate Companion Loan. The
Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of


 



    -257-


     


    

 


Section 3.05(a).
The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer
of all of the applicable Special Servicer’s responsibilities and obligations under this Agreement. Each Special Servicer
shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan.


 


(c)         
Additional servicing compensation in the form of (i) 100% of all Excess Modification Fees related to any modifications, waivers,
extensions or amendments of any Specially Serviced Mortgage Loans and 100% of COVID Modification Fees, (ii) 100% of all assumption
application fees received on any Mortgage Loans and any related Serviced Companion Loan (to the extent not prohibited by the related
Co-Lender Agreement), only for which the applicable Special Servicer is processing the underlying assumption related transaction,
(iii) 100% of assumption, waiver, consent and earnout fees and similar fees, pursuant to Section 3.08 and Section 3.18
or other actions performed in connection with this Agreement on the Specially Serviced Mortgage Loans or certain other similar
fees paid by the related Mortgagor, and (iv) 50% of all Excess Modification Fees (other than COVID Modification Fees) and
50% of all assumption, waiver, consent and earnout fees and similar fees (other than assumption application and defeasance fees)
received with respect to all Mortgage Loans and the Trust Subordinate Companion Loans (including any related Serviced Companion
Loan to the extent not prohibited by the related Co-Lender Agreement) (excluding any Non-Serviced Mortgage Loan) that are not
Specially Serviced Mortgage Loans that involve one or more Special Servicer Major Decisions or Special Servicer Non-Major Decisions
regardless of whether the Master Servicer or the applicable Special Servicer processes such Major Decision or Special Servicer
Non-Major Decision, shall be promptly paid to the Special Servicer by the Master Servicer (or directly from the related Mortgagor)
to the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the Collection Account pursuant
to Section 3.04(a). Subject to Section 3.11(d), the applicable Special Servicer shall also be entitled
to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d);
(ii) beneficiary statement or demands (to the extent such beneficiary statements or demands are prepared by the applicable Special
Servicer); (iii) amounts collected for checks returned for insufficient funds related to the accounts held by the applicable Special
Servicer; and (iv) interest or other income earned on deposits relating to the Trust Fund in the applicable REO Account and Loss
of Value Reserve Fund in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if
any, with respect to such account for the period from and including the prior Distribution Date to and including the Master Servicer
Remittance Date related to such Distribution Date). In addition, each Special Servicer shall also be entitled to retain as additional
servicing compensation (other than with respect to any Non-Serviced Mortgage Loan) reasonable review fees in connection with
any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents, and only to
the extent actually paid by the related Mortgagor. Each Special Servicer shall also be entitled to additional servicing compensation
in the form of a Workout Fee with respect to each Corrected Loan at the Workout Fee Rate on such Corrected Loan for so long as
it remains a Corrected Loan; provided, however, that after receipt by the applicable Special Servicer of Workout
Fees with respect to such Corrected Loan in an amount equal to $25,000, any Workout Fees in excess of such amount shall be reduced
by the Excess Modification Fee Amount; provided, further, however, that in the event the Workout Fee collected over
the course of such workout calculated at the Workout Fee Rate is less than $25,000, then the applicable Special Servicer shall
be entitled to an amount from the final payment on the related Corrected Loan (including any


 



    -258-


     


    

 


related Serviced Companion Loan)
that would result in the total Workout Fees payable to the Special Servicer in respect of that Corrected Loan (including any related
Serviced Companion Loan) to be $25,000. The Workout Fee shall be reduced (but not below zero) pursuant to the preceding sentence
with respect to each collection on such Corrected Loan from which fee would otherwise be payable until an amount equal to such
Excess Modification Fee Amount has been deducted in full. The Workout Fee with respect to any Corrected Loan will cease to be
payable if such loan again becomes a Specially Serviced Mortgage Loan; provided that a new Workout Fee will become payable
if and when such Specially Serviced Mortgage Loan again becomes a Corrected Loan. No Special Servicer shall be entitled to any
Workout Fee with respect to a Non-Serviced Mortgage Loan. If the applicable Special Servicer is terminated (other than for
cause) or resigns, it shall retain the right to receive any and all Workout Fees payable in respect of Mortgage Loans or any related
Companion Loan that became Corrected Loans prior to the time of that termination or resignation except the Workout Fees will no
longer be payable if the Corrected Loan subsequently becomes a Specially Serviced Mortgage Loan. If a Special Servicer resigns
or is terminated (other than for cause), it will receive any Workout Fees payable on Specially Serviced Mortgage Loans for which
the resigning or terminated Special Servicer had determined to grant a forbearance or cured the event of default through a modification,
restructuring or workout negotiated by such Special Servicer and evidenced by a signed writing, but which had not as of the time
such Special Servicer resigned or was terminated become a Corrected Loan solely because the Mortgagor had not had sufficient time
to make three consecutive timely Periodic Payments and which subsequently becomes a Corrected Loan as a result of the Mortgagor
making such three consecutive timely Periodic Payments. The successor special servicer will not be entitled to any portion of
such Workout Fees. No Special Servicer will be entitled to receive any Workout Fees after termination for cause. A Liquidation
Fee will be payable with respect to each Specially Serviced Mortgage Loan (other than a Non-Serviced Mortgage Loan) or REO
Property (other than a Non-Serviced Mortgaged Property) as to which the applicable Special Servicer receives any Liquidation
Proceeds or Insurance and Condemnation Proceeds subject to the exceptions set forth in the definition of Liquidation Fee (such
Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance and Condemnation Proceeds). If, however, Liquidation Proceeds
or Insurance and Condemnation Proceeds are received with respect to any Corrected Loan and the applicable Special Servicer is
properly entitled to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds
and Insurance and Condemnation Proceeds that constitute principal and/or interest on such Mortgage Loan. Notwithstanding anything
herein to the contrary, each Special Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not both,
with respect to proceeds on any Mortgage Loan. Notwithstanding the foregoing, with respect to any Companion Loan, the Liquidation
Fee, Workout Fee and Special Servicing Fees, if any, will be computed as provided in the related Co-Lender Agreement or to the
extent such Co-Lender Agreement is silent or refers to this Agreement or indicates such fees are paid in accordance with this
Agreement, as provided herein as though such Companion Loan were a Mortgage Loan. Subject to Section 3.11(d), each
Special Servicer will also be entitled to additional fees in the form of Penalty Charges. Each Special Servicer shall be required
to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without
limitation, payment of any amounts, other than management fees in respect of REO Properties, due and owing to any of its Sub-Servicers
and the premiums for any blanket Insurance Policy obtained by it insuring against hazard losses pursuant to


 



    -259-


     


    

 


Section 3.07),
if and to the extent such expenses are not expressly payable directly out of the Collection Account or the applicable REO Account,
and the applicable Special Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement.


 


With
respect to any of the preceding fees as to which both the Master Servicer and the applicable Special Servicer are entitled to
receive a portion thereof, the Master Servicer and the applicable Special Servicer shall each have the right in their sole discretion,
but not any obligation, to reduce or elect not to charge its respective portion of such fee (in the case of a split fee with respect
to Penalty Charges, subject to the limitations described under Section 3.02); provided that (A) neither the
Master Servicer nor the applicable Special Servicer shall have the right to reduce or elect not to charge the portion of any such
fee due to the other and (B) to the extent either the Master Servicer or the applicable Special Servicer exercises its right to
reduce or elect not to charge its respective portion in any such fee, the party that reduced or elected not to charge its respective
portion of such fee shall not have any right to share in any part of the other party’s portion of such fee. If the applicable
Special Servicer decides not to charge any fee, the Master Servicer shall nevertheless be entitled to charge its portion of the
related fee to which the Master Servicer would have been entitled if the applicable Special Servicer had charged a fee and the
applicable Special Servicer shall not be entitled to any of such fee charged by the Master Servicer.


 


(d)        
In determining the compensation of the Master Servicer or the applicable Special Servicer, as applicable, with respect to Penalty
Charges, on any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage
Loan) and any related Companion Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the
Master Servicer, the applicable Special Servicer or the Trustee for interest on Advances on such Mortgage Loan or related Companion
Loan, if applicable (and, in connection with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer,
the applicable Non-Serviced Special Servicer or the applicable Non-Serviced Trustee for interest on the Property Protection
Advances made by any such party with respect to a Non-Serviced Whole Loan pursuant to the applicable Non-Serviced Pooling
Agreement, to the extent not prohibited by the applicable Non-Serviced Co-Lender Agreement) due on such Distribution Date, (ii) the
Trust for all interest on Advances previously paid to the Master Servicer or the Trustee pursuant to Section 3.05(a)(vi)
hereof (and, in connection with a Non-Serviced Mortgage Loan, the related trust for all interest on Property Protection
Advances reimbursed by such trust to any party under the applicable Non-Serviced Pooling Agreement, which resulted in an additional
expense for the Trust, to the extent not prohibited by the applicable Non-Serviced Co-Lender Agreement) with respect to such Mortgage
Loan or related Companion Loan, if applicable and (iii) the Trust for all additional expenses of the Trust (including Special
Servicing Fees, Workout Fees and Liquidation Fees), including without limitation, inspections by the applicable Special Servicer
and all unpaid Advances incurred since the Closing Date with respect to such Mortgage Loan. Penalty Charges (other than with respect
to a Non-Serviced Mortgage Loan, which shall be payable as additional servicing compensation under the related Non-Serviced
Pooling Agreement) remaining thereafter shall be distributed to the Master Servicer, if and to the extent accrued while such Mortgage
Loan and any related Companion Loan was a Non-Specially Serviced Mortgage Loan, and to the applicable Special Servicer, if
and to the extent accrued on such Mortgage Loan during the period such Mortgage Loan was a Specially Serviced Mortgage Loan or
REO Loan. Any Penalty Charges paid or


 



    -260-


     


    

 


payable as additional servicing compensation to the Master Servicer and the Special Servicers
shall be distributed between the Master Servicer and such Special applicable Special Servicer, on a pro rata basis, based
on the Master Servicer’s and the Special Servicer’s respective entitlements to such compensation described in the
previous sentence. Notwithstanding the foregoing, Penalty Charges with respect to any Companion Loan will be allocated pursuant
to the applicable Co-Lender Agreement after payment of all related Advances and interest thereon and additional expenses of the
Trust in accordance with this Section 3.11(d).


 


If
a Servicing Shift Whole Loan becomes a Specially Serviced Mortgage Loan prior to the related Servicing Shift Securitization Date,
the applicable Special Servicer shall service and administer such Servicing Shift Whole Loan and any related REO Property in the
same manner as any other Specially Serviced Mortgage Loan or Serviced REO Property and shall be entitled to all rights and compensation
earned with respect to such Serviced Whole Loan as applicable Special Servicer of such Serviced Whole Loan. With respect to a
Servicing Shift Mortgage Loan, prior to the related Servicing Shift Securitization Date, no other special servicer will be entitled
to any such compensation or have such rights and obligations. If a Servicing Shift Whole Loan is still a Specially Serviced Mortgage
Loan on the related Servicing Shift Securitization Date, the Non-Serviced Special Servicer and the applicable Special Servicer
shall be entitled to compensation with respect to such Servicing Shift Whole Loan as if the applicable Special Servicer were being
terminated as the applicable Special Servicer with respect to such Servicing Shift Whole Loan and the Non-Serviced Special Servicer
were replacing the applicable Special Servicer as the successor Special Servicer with respect to such Servicing Shift Whole Loan.


 


If
a Servicing Shift Whole Loan is being specially serviced on the related Servicing Shift Securitization Date, the applicable Special
Servicer shall be entitled to compensation for the period during which it acted as Special Servicer with respect to such Whole
Loan, including its share of any Liquidation Fees or Workout Fees and any additional servicing compensation as well as all surviving
indemnity and other rights in respect of such special servicing role under this Agreement.


 


(e)         
With respect to each Distribution Date, each Special Servicer shall deliver or cause to be delivered to the Master Servicer within
two (2) Business Days following the Determination Date, and the Master Servicer shall deliver, to the extent it has received,
to the Certificate Administrator, without charge and on the same day as the Master Servicer is required to deliver the CREFC®
Investor Reporting Package for such Distribution Date, an electronic report (which may include HTML, word or excel compatible
format, clean and searchable PDF format or such other format as mutually agreeable between the Certificate Administrator and the
applicable Special Servicer) that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received
by the applicable Special Servicer or any of its Affiliates, if any, with respect to such Distribution Date; provided that
no such report shall be due in any month during which no Disclosable Special Servicer Fees were received.


 


(f)          
Each Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing
arrangement) from any Person (including, without limitation, the Trust, any Mortgagor, any


 



    -261-


     


    

 


property manager, any guarantor or
indemnitor in respect of a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition,
workout or foreclosure of any Mortgage Loan, the management or disposition of any REO Property, or the performance of any other
special servicing duties under this Agreement, other than as expressly provided in this Section 3.11; provided
that such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


 


(g)         
Pursuant to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions
set forth on Exhibit JJ hereto or such other payment instructions as CREFC® may provide to the Master
Servicer in writing at least two (2) Business Days prior to the Master Servicer Remittance Date) the CREFC® Intellectual
Property Royalty License Fee on a monthly basis. The Master Servicer shall withdraw from the Collection Account and, to the extent
sufficient funds are on deposit therein, pay the CREFC® Intellectual Property Royalty License Fee to CREFC®
in accordance with Section 3.05(a)(xv) on a monthly basis, from funds on deposit in the Collection Account.


 


Section 3.12         
Inspections; Collection of Financial Statements. (a)  The
Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection
of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Mortgage
Loan) with a Stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) months and (ii) less
than $2,000,000 at least once every twenty-four (24) months, in each case, commencing in the calendar year 2022 (and each
Mortgaged Property shall be inspected on or prior to December 31, 2022); provided, however, that if a physical inspection has
been performed by the applicable Special Servicer in the previous twelve (12) months and the Master Servicer has no knowledge
of a material change in the Mortgaged Property since such physical inspection, the Master Servicer will not be required to perform
or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60)
days delinquent on the related Mortgage Loan, the applicable Special Servicer shall inspect or cause to be inspected the related
Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter
for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan. The cost of such inspection by the applicable Special
Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent
not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and
then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole
Loan, such cost shall be payable, subject to the terms of the related Co-Lender Agreement (i) with respect to a Serviced Pari
Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion
Loan, in accordance with their respective Stated Principal Balances, or (ii) with respect to a Serviced AB Whole Loan, first,
from the related AB Subordinate Companion Loan and then, from the AB Mortgage Loan (and any Pari Passu Companion Loans,
on a pro rata basis) (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise
modify the terms of the related Co-Lender Agreement pursuant to which any amounts collected with respect to the related Whole
Loan are allocated to the related Serviced Mortgage Loan, any related Pari Passu Companion Loan and the AB Subordinate Companion
Loan), in each case, prior to being payable out of general collections. The applicable Special Servicer or the Master


 



    -262-


     


    

 


Servicer,
as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any
damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy
in the Mortgaged Property that the preparer of such report has knowledge of and deems material, (ii) any sale, transfer or
abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection,
(iii) any adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or
that is evident from the inspection, and that the preparer of such report deems material, (iv) any visible material waste
committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection
and (v) photographs of each inspected Mortgaged Property. The applicable Special Servicer and the Master Servicer shall deliver
or, if applicable, make available on its website a copy (in electronic format) of each such report prepared by such Special Servicer
and the Master Servicer, respectively, to the other party, to the Directing Holder ((i) prior to the occurrence and continuance
of a Control Termination Event and (ii) other than with respect to any applicable Excluded Loan), any related holder of a Serviced
Pari Passu Companion Loan, the Certificate Administrator and to the Trustee within seven (7) Business Days after the later of
(i) the completion of such report or (ii) the applicable Special Servicer’s or the Master Servicer’s, as applicable
(or, if earlier, any Sub-Servicer on their behalf), receipt of such report. Within five (5) Business Days after request for copies
of such reports by the Rating Agencies, the applicable Special Servicer or the Master Servicer, as applicable, shall deliver or
make available a copy (in electronic format) of each such report prepared by such Special Servicer and the Master Servicer, as
applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review
by Privileged Persons. In respect of any Mortgage Loan other than an applicable Excluded Loan and prior to the occurrence of a
Consultation Termination Event, the Master Servicer shall deliver a copy of each such report to the Directing Holder and upon
request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice).


 


(b)         Each Special Servicer under the Mortgage Loans for which it acts as Special Servicer, in the case of any Specially Serviced Mortgage
Loan, and the Master Servicer, in the case of any Non-Specially Serviced Mortgage Loan shall make reasonable efforts to collect
promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent
rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery
of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required
to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required
pursuant to the terms of the related Mortgage Loan (and each Serviced Companion Loan) documents. The Master Servicer and the applicable
Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor
is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the applicable Special
Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of
each REO Property and shall collect all such items promptly following their preparation. The applicable Special Servicer shall
deliver all such items to the Master Servicer within five (5) Business Days of receipt, and the Master Servicer shall make available
on its website copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Holder
and the Depositor, in electronic format, in each


 



    -263-


     


    

 


 case within thirty (30) days of its receipt thereof, but in no event, in the
case of annual statements, later than June 30 of each year commencing June 30, 2021. Upon the request of any Privileged Person
(other than the NRSROs) to receive copies of such items, the Master Servicer or the applicable Special Servicer, as applicable,
shall deliver electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s
Website. The Master Servicer or the applicable Special Servicer, as applicable, shall deliver, upon request of any Rating Agency,
copies of any of or all of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c).


 


Within
thirty (30) days after receipt by the Master Servicer, with respect to all Non-Specially Serviced Mortgage Loans, or the applicable
Special Servicer with respect to Specially Serviced Mortgage Loans and REO Properties (other than any Non-Serviced Mortgaged Property),
of any quarterly or annual operating statements or rent rolls beginning with the quarter ending June 30, 2021 and the calendar
year ending December 31, 2021 with respect to any Mortgaged Property or REO Property, or if such date would be after June 30 of
any year, then within thirty (30) days after receipt, such Master Servicer or applicable Special Servicer, as applicable, shall,
based upon such operating statements or rent rolls received, prepare (or, if previously prepared, update) the analysis of operations
and the CREFC® NOI Adjustment Worksheet and the CREFC® Operating Statement Analysis Report; provided
that any such CREFC® Operating Statement Analysis Report and/or CREFC® NOI Adjustment Worksheet
shall not be required to be prepared or updated with respect to year-end or the first calendar quarter of each year to the
extent provided by the then current CREFC® Investor Reporting Package. Upon the occurrence and continuation of
a Special Servicing Transfer Event, the Master Servicer shall provide the applicable Special Servicer with all prior CREFC®
Operating Statement Analysis Reports and CREFC® NOI Adjustment Worksheets for the related Mortgage Loan or
Serviced Whole Loan (including underwritten figures), and the applicable Special Servicer’s obligations hereunder shall
be subject to its having received all such reports. The Master Servicer and the applicable Special Servicer shall forward, upon
request, to the other and (prior to the occurrence of a Consultation Termination Event) the Directing Holder electronically monthly
all operating statements and rent rolls received from any Mortgagor from the prior month.


 


All
CREFC® Operating Statement Analysis Reports and CREFC® NOI Adjustment Worksheets shall be maintained
by the Master Servicer with respect to each Mortgaged Property (other than a Non-Serviced Mortgaged Property) and REO Property
(other than any Non-Serviced Mortgaged Property), and the Master Servicer shall forward copies thereof (in electronic format
and promptly following the initial preparation and each material revision thereof) (i) upon request of any of the following
parties, to the Certificate Administrator, the Directing Holder, the applicable Special Servicer and, with respect to any Serviced
Companion Loan, the related Companion Holder, as applicable, and (ii) upon request of any Rating Agency, to the 17g-5 Information
Provider, and the 17g-5 Information


 



    -264-


     


    

 


 Provider shall post all such items to the 17g-5 Information Provider’s Website.
The Master Servicer shall forward copies of the related operating statements or rent rolls (promptly following the initial preparation
and each material revision thereof) (i) upon request of any of the following parties, to the Certificate Administrator, the Directing
Holder, the applicable Special Servicer and, with respect to any Serviced Companion Loan, the related Companion Holder, as applicable
and (ii) upon request of any Rating Agency, to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post all
such items to the 17g-5 Information Provider’s Website. The Master Servicer shall maintain a CREFC® Operating
Statement Analysis Report and a CREFC® NOI Adjustment Worksheet with respect to each Mortgaged Property (other
than a Non-Serviced Mortgaged Property) or REO Property (other than a Non-Serviced Mortgaged Property).


 


(c)         
At or before 2:00 p.m. (New York City time) on each Determination Date, each Special Servicer shall prepare and deliver or
cause to be delivered to the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Controlling
Class Representative, the CREFC® Special Servicer Loan File and any applicable CREFC® Loan Liquidation
Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports with respect to the
Specially Serviced Mortgage Loans (excluding, for the Directing Holder, any applicable Excluded Loans) and any REO Properties
(other than a Non-Serviced Mortgaged Property), providing the information required of the applicable Special Servicer in an
electronic format, reasonably acceptable to the Master Servicer as of the Business Day preceding such Determination Date, which
CREFC® Special Servicer Loan File shall include data, to enable the Master Servicer to produce the following supplemental
CREFC® reports: (i) a CREFC® Delinquent Mortgage Loan Status Report, (ii) a CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (iii) a CREFC® REO Status
Report, (iv) a CREFC® Comparative Financial Status Report and (v) a CREFC® NOI Adjustment
Worksheet and a CREFC® Operating Statement Analysis Report, in each case with the supporting financial statements,
budgets, operating statements and rent rolls submitted by the Mortgagor.


 


(d)         Not later than 5:00 p.m. (New York City time) two Business Days following each Distribution Date beginning May 2021, the
Master Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the
Certificate Administrator the following reports and data files: (A) to the extent the Master Servicer has received the CREFC®
Special Servicer Loan File at the time required, the most recent CREFC® Delinquent Mortgage Loan Status Report,
CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC®
REO Status Report, (B) CREFC® Loan Setup File (with respect to the first Distribution Date), (C) the
most recent CREFC® Property File, and CREFC® Comparative Financial Status Report (in each case incorporating
the data required to be included in the CREFC® Special Servicer Loan File pursuant to Section 3.12(c)
by the applicable Special Servicer and Master Servicer), (D) a CREFC® Servicer Watch List with information
that is current as of such Determination Date, (E) CREFC® Financial File, (F) CREFC® Loan
Level Reserve/LOC Report, (G) the CREFC® Advance Recovery Report, (H) CREFC® Total Loan Report
and (I) the report on Disclosable Special Servicer Fees delivered pursuant to Section 3.11(e) to the extent received
from the applicable Special Servicer, if any. Additionally, not later than 5:00 p.m. (New York City time) on the Master Servicer
Remittance Date beginning May 2021, the Master Servicer shall deliver or cause to be delivered in electronic format to the Certificate
Administrator any applicable CREFC® Loan Liquidation Reports, CREFC® Loan Modification Reports and
CREFC® REO Liquidation Reports received from the applicable Special Servicer. Not later than 3:00 p.m. (New
York City time) two (2) Business Days prior to the Distribution Date beginning May 2021, the Master Servicer shall deliver or
cause to be delivered to the Certificate Administrator via electronic format the CREFC® Loan Periodic Update File
and the CREFC® Appraisal Reduction Amount Template if provided for such Distribution Date. In no event shall any
report described in this subsection be required to


 



    -265-


     


    

 


reflect information that has not been collected by or delivered to the Master
Servicer, or any payments or collections not received by the Master Servicer, as of the close of business on the Business Day
prior to the Business Day on which the report is due. The Master Servicer, by (i) prior to the securitization of the related Companion
Loan, the Distribution Date or (ii) following the securitization of the related Companion Loan, no later than the time(s) that
it or any portion thereof is made available to the Certificate Administrator, shall make available to each Serviced Companion
Noteholder with respect to the related Whole Loan or, if such Serviced Companion Loan is securitized, the respective Other Servicer,
the CREFC® Investor Reporting Package (CREFC® IRP) (excluding any templates) pursuant to the terms
of this Agreement on a monthly basis.


 


Not
later than 5:00 p.m. (New York City time) two Business Days after the Distribution Date beginning in May 2021, the Master Servicer
shall deliver to the Certificate Administrator the CREFC® Schedule AL File in EDGAR-Compatible Format; provided
that the Master Servicer shall have no obligation to prepare or deliver any such CREFC® Schedule AL File unless
the Depositor has delivered the items required by Section 2.01(i). If the CREFC® Schedule AL File is
not provided by the date specified in the immediately preceding sentence, the Certificate Administrator shall request such CREFC®
Schedule AL File from the Master Servicer via email at NoticeAdmin@midlandls.com,
with a copy to the Depositor at gs-refgsecuritization@gs.com. In preparing
the CREFC® Schedule AL File and any Schedule AL Additional File for any given Distribution Date, and without any
due diligence, investigation or verification, the Master Servicer shall be entitled to conclusively rely, absent manifest error,
on the content, completeness, accuracy and compliance with any applicable requirements of Items 1111(h) and 1125 of Regulation
AB and Item 601(b) of Regulation S-K under the Securities Act as in effect on the Closing Date of the Initial Schedule AL File,
Initial Schedule AL Additional File and the Annex A-1 to the Prospectus. The Master Servicer may concurrently with the delivery
of the related CREFC® Schedule AL File, deliver any related Schedule AL Additional File in EDGAR-Compatible Format
to the Certificate Administrator. The CREFC® Schedule AL File and the Schedule AL Additional File shall each
be a single file. Neither the Certificate Administrator nor the Master Servicer shall be required to combine multiple CREFC®
Schedule AL Files or Schedule AL Additional Files, unless, solely with respect to the Master Servicer, multiple Sub-Servicers
prepare and submit such CREFC® Schedule AL Files or Schedule AL Additional Files to the Master Servicer. The
Certificate Administrator shall not be required to review, redact, reconcile, edit or verify the content, completeness or accuracy
of the information contained in any CREFC® Schedule AL File or any Schedule AL Additional File.


 


In
the absence of manifest error, the Master Servicer shall be entitled to conclusively rely upon, without investigation or inquiry,
any information and reports delivered to it by any third party, and the Certificate Administrator shall be entitled to conclusively
rely upon the Master Servicer’s reports and the applicable Special Servicer’s reports and any information provided
by the Trustee, without any duty or obligation to recompute, verify or recalculate any of the amounts and other information stated
therein.


 


(e)         
Each Special Servicer shall deliver to the Master Servicer the reports and information required of such Special Servicer pursuant
to Section 3.12(b) and Section 3.12(c), and the Master Servicer shall deliver to the Certificate Administrator
the reports and data files set forth in Section 3.12(d). The Master Servicer may, absent manifest error, conclusively
rely on


 



    -266-


     


    

 


the reports and/or data to be provided by the applicable Special Servicer pursuant to Section 3.12(b) and
Section 3.12(c). The Certificate Administrator may, absent manifest error, conclusively rely on the reports and/or
data to be provided by the Master Servicer pursuant to Section 3.12(d). In the case of information or reports to be
furnished by the Master Servicer to the Certificate Administrator pursuant to Section 3.12(d), to the extent that
such information or reports are, in turn, based on information or reports to be provided by the applicable Special Servicer pursuant
to Section 3.12(b) or Section 3.12(c) and to the extent that such reports are to be prepared and delivered
by the applicable Special Servicer pursuant to Section 3.12(b) or Section 3.12(c), the Master Servicer
shall have no obligation to provide such information or reports to the Certificate Administrator until it has received the requisite
information or reports from the applicable Special Servicer, and the Master Servicer shall not be in default hereunder due to
a delay in providing the reports required by Section 3.12(d) caused by the applicable Special Servicer’s failure
to timely provide any information or report required under Section 3.12(b) or Section 3.12(c) of this
Agreement.


 


(f)          
Notwithstanding the foregoing, however, the failure of the Master Servicer or the Special Servicer to disclose any information
otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12
to the extent the Master Servicer or the Special Servicer so fails because such disclosure, in the reasonable belief of the
Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan
document prohibiting disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer
and the Special Servicer may disclose any such information or any additional information to any Person so long as such disclosure
is consistent with applicable law and the Servicing Standard. The Master Servicer or a Special Servicer may affix to any information
provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any
other party hereto).


 


(g)         
Unless otherwise specifically stated herein, if the Master Servicer or a Special Servicer is required to deliver any statement,
report or information under any provisions of this Agreement, the Master Servicer or such Special Servicer, as the case may be,
may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering
such statement, report or information in a commonly used electronic format or (z) except with respect to information to be
provided to the Certificate Administrator, any Other Certificate Administrator, any Other Master Servicer, any Other Special Servicer
and, for so long as no Consultation Termination Event is continuing, the Directing Holder, making such statement, report or information
available on the Master Servicer’s or the applicable Special Servicer’s Internet website, unless this Agreement expressly
specifies a particular method of delivery.


 


Notwithstanding
anything to the contrary in the foregoing, the Master Servicer and each Special Servicer shall deliver any required statements,
reports or other information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator
and the Master Servicer or the applicable Special Servicer, as the case may be. The Master Servicer or the applicable Special
Servicer may physically deliver a paper copy of any such statement, report or information as a temporary measure due to system
problems, however, copies in electronic format shall follow upon the correction of such system problems.


 






    -267-


     


    

 


Section 3.13         
Access to Certain Information. (a)  Each of the Master Servicer
and the Special Servicers shall provide or cause to be provided to the Certificate Administrator, and the Certificate Administrator
shall afford access to any Mortgage Loan Seller and to any Certificateholder or the Pooled RR Interest Owner that is a federally
insured financial institution, the OCC, the FDIC, the Board of Governors of the Federal Reserve System of the United States of
America and the supervisory agents and examiners of such boards and such corporations, and any other federal or state banking
or insurance regulatory authority that may exercise authority over any such Certificateholder, and the Pooled RR Interest Owner
and to each Holder of a Non-Registered Certificate, access to any documentation or information regarding the Mortgage Loans (other
than any Non-Serviced Mortgage Loan) and, in the case of a Mortgage Loan that is a portion of a Serviced Whole Loan, the related
Companion Loan, and the Trust within its control which may be required by applicable law. At the election of the Master Servicer,
the applicable Special Servicer or the Certificate Administrator, such access may be afforded to such Person identified above
by the delivery of copies of information as requested by such Person and the Master Servicer, such Special Servicer or the Certificate
Administrator shall be permitted to require payment (other than from the Directing Holder and the Trustee and the Certificate
Administrator on its own behalf or on behalf of the Certificateholders and the Pooled RR Interest Owner, as applicable) of a sum
sufficient to cover the reasonable out-of-pocket costs incurred by it in making such copies. Such access shall (except
as described in the preceding sentence) be afforded without charge but only upon reasonable prior written request and during normal
business hours at the offices of the Certificate Administrator or the Custodian.


 


The
failure of the Master Servicer or a Special Servicer to provide access as provided in this Section 3.13 as a result
of a confidentiality obligation shall not constitute a breach of this Section 3.13. In connection with providing information
pursuant to this Section 3.13, the Master Servicer and Special Servicers may each (i) affix a reasonable disclaimer
to any information provided by it for which it is not the original source (without suggesting liability on the part of any other
party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions
on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially
in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if
such information is being provided through the Master Servicer’s or the applicable Special Servicer’s website; (iii) withhold
access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained
in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions
of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any
provision of this Agreement to the contrary, the failure of the Master Servicer or a Special Servicer to disclose any information
otherwise required to be disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the extent
that the Master Servicer or such Special Servicer, as the case may be, determines, in its reasonable good faith judgment consistent
with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan
or Companion Loan document prohibiting disclosure of information with respect to the Mortgage Loans or Companion Loans or the
Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or the Trust or otherwise
materially harm the Trust or the Trust. Without limiting the generality of the foregoing, the Master Servicer or a Special Servicer
may refrain from disclosing information that it reasonably determines would prejudice the interest of the Certificateholders


 



    -268-


     


    

 


with
respect to a workout or exercise of remedies as to any particular Mortgage Loan or Trust Subordinate Companion Loan.


 


Upon
the reasonable request of any Certificateholder or the Pooled RR Interest Owner (or with respect to any AB Subordinate Companion
Loan, the holder of such AB Subordinate Companion Loan) that is a Privileged Person identified to the Master Servicer’s
reasonable satisfaction, the Master Servicer may provide (or forward electronically) at the expense of such Certificateholder,
the Pooled RR Interest Owner or holder of such AB Subordinate Companion Loan, as applicable, copies of any Appraisals, operating
statements, rent rolls and financial statements (in each case, solely relating to the related Serviced AB Whole Loan, if requested
by the holder of an AB Subordinate Companion Loan or a Holder of the Loan-Specific Certificates) obtained by the Master Servicer;
provided that, in connection with such request, the Master Servicer may require a written confirmation executed by the
requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that
such Person is a Certificateholder or the Pooled RR Interest Owner and a Privileged Person and will keep such information confidential
and shall use such information only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder,
the Pooled RR Interest Owner or holder of such AB Subordinate Companion Loan, as applicable, may have under the Trust.


 


Notwithstanding
anything to the contrary herein, unless required by applicable law or court order, no Certificateholder or beneficial owner shall
be given access to, or be provided copies of, the Mortgage Files or Diligence Files.


 


(b)           The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date
Statements, each Mortgage Loan Purchase Agreement, this Agreement and the Commission EDGAR filings referred to below will be available
to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such
items were prepared by or delivered to the Certificate Administrator in electronic format:


 


(i)        The following documents, which will initially be made available under a tab or heading designated “deal documents”:


 


(A)             
the Prospectus and any other disclosure document relating to the Pooled Certificates or Loan-Specific Certificates, in the form
most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;


 


(B)             
this Agreement and any amendments and exhibits hereto;


 


(C)             
the Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and


 


(D)             
the CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator;


 






    -269-


     


    

 


(ii)     the following documents, which will initially be made available under a tab or heading designated “SEC EDGAR filings”;


 


(A)             
any reports on Forms 10-D, 10-K, 8-K and ABS-EE that have been filed by the Certificate Administrator with respect
to the Trust through the EDGAR system;


 


(iii)      The following documents, which will initially be made available under a tab or heading designated “periodic reports”:


 


(A)             
all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02;


 


(B)             
the CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral
Summary File, the CREFC® Property File, the CREFC® Financial File, each of the “surveillance
reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including,
without limitation, the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment
Worksheets), the CREFC® Appraisal Reduction Amount Template, the CREFC® Advance Recovery Report
to the extent delivered by the Master Servicer pursuant to this Agreement from time to time; and


 


(C)             
all Operating Advisor Annual Reports;


 


(iv)     
The following documents, which will initially be made available under a tab or heading designated “additional documents”:


 


(A)             
summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, a SOMA Teleco Office Control Appraisal Period
or an Amazon Seattle Control Appraisal Period, as applicable, summaries of Asset Status Reports approved by the holder of the
related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.19(d);


 


(B)             
all environmental reports delivered to the Certificate Administrator pursuant to Section 3.09(e);


 


(C)             
all property inspection reports delivered to the Certificate Administrator pursuant to Section 3.12(a);


 


(D)             
any Appraisals delivered to the Certificate Administrator pursuant to Section 3.19; and


 


(E)             
any Appraisal Reduction Amount, any Collateral Deficiency Amount, and any resulting Cumulative Appraisal Reduction Amount delivered
to the Certificate Administrator pursuant to Section 4.05(a) (which may be in the form of the CREFC®
Loan Periodic Update File or the CREFC® Appraisal Reduction Amount Template included in the CREFC®
Investor Reporting Package);


 






    -270-


     


    

 


(v)     The following documents, which will initially be made available under a tab or heading designated “special notices”:


 


(A)             
any notice with respect to a release pursuant to Section 3.09(d);


 


(B)             
any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan or Whole Loan pursuant to Section 3.18(g);


 


(C)             
any notice of final payment on the Certificates or the Pooled RR Interest delivered to the Certificate Administrator pursuant
to Section 4.01(k);


 


(D)             
any notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or a Special Servicer delivered
pursuant to Section 7.01;


 


(E)              
any notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice
required to be delivered to the Certificateholders or the Pooled RR Interest Owner pursuant to Section 12.01;


 


(F)              
any Asset Review Report Summary received by the Certificate Administrator;


 


(G)             
any notice of the termination of the Sub-Servicer delivered pursuant to Section 3.20(g);


 


(H)             
any notice of resignation of the Trustee, or the Certificate Administrator, and any notice of the acceptance of appointment by
the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(I)              
any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(J)              
any notice of resignation or termination of the Master Servicer or the applicable Special Servicer pursuant to Section 7.03;


 


(K)            
any notice of termination pursuant to Section 9.01;


 


(L)              
any notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the
acceptance of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26
or Section 12.03, respectively;


 


(M)           
any notice of any request by requisite percentage of Voting Rights for a vote to terminate the applicable Special Servicer pursuant
to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(i) or the Asset Representations Reviewer
pursuant to Section 12.05(b);


 






    -271-


     


    

 


(N)            
any notice of recommendation of termination of a Special Servicer by the Operating Advisor and the related report prepared by
the Operating Advisor in connection with such recommendation;


 


(O)            
any notice that a Control Termination Event or an Operating Advisor Consultation Event has occurred or is terminated or that a
Consultation Termination Event has occurred;


 


(P)              
any notice of the occurrence of an Operating Advisor Termination Event;


 


(Q)            
any notice of the occurrence of an Asset Representations Reviewer Termination Event;


 


(R)             
any assessments of compliance delivered to the Certificate Administrator; and


 


(S)              
any attestation reports delivered to the Certificate Administrator;


 


(T)              
any “special notices” required by a Certificateholder to be posted on the Certificate Administrator’s website
pursuant to Section 5.06;


 


(U)             
any notice or documents provided to the Certificate Administrator by the Depositor or the Master Servicer directing the Certificate
Administrator to post to the “Special Notices” tab;


 


(vi)   
the “Investor Q&A Forum” pursuant to Section 4.07(a); and


 


(vii)   solely to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant
to Section 4.07(b); and


 


(viii)  subject to Section 3.32(b), the following “U.S. risk retention special notices”, if any, shall also be
posted to the “U.S. Risk Retention Special Notices” tab on the Certificate Administrator’s Website: (A) the
disclosure required pursuant to Section 244.4(c)(1)(ii) of the Risk Retention Rule; and (B) any noncompliance of the applicable
credit risk retention requirements under Section 15G of the Exchange Act by the Amazon Seattle Retaining Third-Party Purchaser
or a successor third party purchaser as and to the extent the Pooled Retaining Sponsor is required under the credit risk retention
requirements under Section 15G of the Exchange Act;


 


provided
that with respect to a Control Termination Event or a Consultation Termination Event deemed to exist due solely to the existence
of an applicable Excluded Loan, the Certificate Administrator will only be required to make available such notice of the occurrence
and continuance of a Control Termination Event or the notice of the occurrence and continuance of a Consultation Termination Event
to the extent the Certificate Administrator has been notified of such Excluded Loan.


 






    -272-


     


    

 


The
Certificate Administrator shall, in addition to posting the applicable notices on the “U.S. Risk Retention Special Notices”
tab described above, provide email notification to any Privileged Person (other than Financial Market Publishers) that has registered
to receive access to the Certificate Administrator’s Website that a notice has been posted to the “U.S. Risk Retention
Special Notices” tab.


 


The
Certificate Administrator shall post on the Certificate Administrator’s Website the items and reports identified in clauses (iii)(A)
and (B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and
on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports
related to the Mortgage Loans available through its Internet website.


 


Notwithstanding
the foregoing, all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
on the Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through
(vii) above) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower Party.


 


Any
Person (other than the Directing Holder or a Controlling Class Certificateholder) that is a Borrower Party shall only be entitled
to access the Distribution Date Statements and the following items made available to the general public: the Prospectus, this
Agreement, the Mortgage Loan Purchase Agreements and the SEC filings on the Certificate Administrator’s Website. In the
case of the Directing Holder, a Controlling Class Certificateholder, a SOMA Teleco Office Controlling Class Certificateholder
or an Amazon Seattle Controlling Class Certificateholder, if any such Person becomes an Excluded Controlling Class Holder, upon
delivery to the Master Servicer, the applicable Special Servicer the Operating Advisor, the Certificate Administrator and the
Trustee in physical form of an investor certification substantially in the form Exhibit P-1E and upon delivery to
the Certificate Administrator in physical form of an investor certification substantially in the form of Exhibit P-1F,
which shall include each of the CTSLink User ID associated with such Excluded Controlling Class Holder, such Excluded Controlling
Class Holder shall be entitled to access all information (other than the Excluded Information with respect to any Excluded Controlling
Class Loans (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 Loans)) available on the Certificate Administrator’s
Website.


 


In
the case of the Directing Holder, a Controlling Class Certificateholder, a SOMA Teleco Office Controlling Class Certificateholder
or an Amazon Seattle Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery of an
Investor Certification substantially in the form of Exhibit P-1B hereto, such Directing Holder, Controlling Class Certificateholder,
SOMA Teleco Office Controlling Class Certificateholder or an Amazon Seattle Controlling Class Certificateholder shall be entitled
to access all information on the Certificate Administrator’s Website. The Master Servicer, the Special Servicers, the Operating
Advisor, the Certificate Administrator and the Trustee may each rely on (i) an Investor Certification in the form of Exhibit
P-1B hereto from the Directing Holder, a Controlling Class Certificateholder, a SOMA Teleco Office Controlling Class Certificateholder
or an Amazon Seattle Controlling Class Certificateholder to the effect that such Person is not an Excluded


 



    -273-


     


    

 


Controlling Class Holder
and (ii) an Investor Certification in the form of Exhibit P-1D hereto from the Directing Holder, a Controlling Class
Certificateholder, a SOMA Teleco Office Controlling Class Certificateholder or an Amazon Seattle Controlling Class Certificateholder
to the effect that such Person is an Excluded Controlling Class Holder with respect to one or more Excluded Controlling Class Loan(s).
In the event the Directing Holder, a Controlling Class Certificateholder, a SOMA Teleco Office Controlling Class Certificateholder
or an Amazon Seattle Controlling Class Certificateholder becomes an Excluded Controlling Class Holder, such party shall promptly
notify each of the Master Servicer, the applicable Special Servicer, the Operating Advisor, the Certificate Administrator and
the Trustee in writing substantially in the form of Exhibit P-1E that such party has become an Excluded Controlling Class
Holder with respect to the Excluded Controlling Class Loan(s) listed in such notice and shall also provide the Certificate
Administrator a notice substantially in the form of Exhibit P-1F listing each of the CTSLink User ID associated with such
Excluded Controlling Class Holder and directing 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. Upon confirmation from
the Certificate Administrator that such access has been restricted, such Excluded Controlling Class Holder shall submit a new
Investor Certification substantially in the form of Exhibit P-1D to access the information on the Certificate Administrator’s
Website, except that such Excluded Controlling Class Holder shall not be entitled to access any Excluded Information related to
any Excluded Controlling Class Loan(s) (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)) made available
on the Certificate Administrator’s Website. With respect to any Excluded Information sent for posting on the Certificate
Administrator’s Website, each of the Master Servicer, the applicable Special Servicer and the Operating Advisor shall mark
or label such information as “Excluded Information” prior to delivery to the Certificate Administrator, and the Certificate
Administrator shall segregate on the Certificate Administrator’s Website such Excluded Information (and, if possible, on
loan-by-loan basis) from information relating to other Mortgage Loans or Whole Loans, as applicable.


 


Notwithstanding
anything herein to the contrary, each of the Master Servicer, the Special Servicers, the Operating Advisor, the Certificate Administrator
and the Trustee shall be entitled to conclusively assume that the Directing Holder and all beneficial owners of the Certificates
of the Controlling Class are not Excluded Controlling Class Holders except to the extent that the Master Servicer, the applicable
Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee, as applicable, has received a notice substantially
in the form of Exhibit P-1E from the Directing Holder, a Controlling Class Certificateholder, a SOMA Teleco Office
Controlling Class Certificateholder or an Amazon Seattle Controlling Class Certificateholder that it has become an Excluded Controlling
Class Holder. None of the Master Servicer, the Special Servicers, the Operating Advisor or the Certificate Administrator shall
be liable for any communication to the Directing Holder or a Controlling Class Certificateholder that is an Excluded Controlling
Class Holder or disclosure of any information relating to an Excluded Controlling Class Loan (including any related Excluded
Information delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website) if the Master
Servicer, the applicable Special Servicer, the Operating Advisor or the Certificate Administrator, as applicable, did not receive
prior written notice that the related Mortgage Loan is an Excluded Controlling Class Loan and/or, with respect to any related
Excluded Information posted on the


 



    -274-


     


    

 


Certificate Administrator’s Website, such information was not delivered to the Certificate
Administrator in accordance with Section 3.30(a).


 


Each
of the Master Servicer, the Special Servicers, the Operating Advisor, the Certificate Administrator and the Trustee shall be entitled
to conclusively rely on delivery from the Directing Holder, a Controlling Class Certificateholder, a SOMA Teleco Office Controlling
Class Certificateholder or an Amazon Seattle Controlling Class Certificateholder of an Investor Certification substantially in
the form of Exhibit P-1B that it is not or is no longer an Excluded Controlling Class Holder. To the extent the Directing
Holder, a Controlling Class Certificateholder, a SOMA Teleco Office Controlling Class Certificateholder or an Amazon Seattle Controlling
Class Certificateholder receives access pursuant to this Agreement to any Excluded Information on the Certificate Administrator’s
Website or otherwise receives access to such Excluded Information, such Directing Holder, Controlling Class Certificateholder,
SOMA Teleco Office Controlling Class Certificateholder or an Amazon Seattle Controlling Class Certificateholder shall be deemed
to have agreed that it (i) will not directly or indirectly provide any such Excluded Information to (A) the related
Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees or personnel of such Directing
Holder, Controlling Class Certificateholder, SOMA Teleco Office Controlling Class Certificateholder or an Amazon Seattle Controlling
Class Certificateholder or any of its Affiliates involved in the management of any investment in the related Borrower Party or
the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership
interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and
procedures in place in order to comply with the obligations described in clause (i) above.


 


To
the extent a Risk Retention Consultation Party or a VRR Interest Owner receives access pursuant to this Agreement to any information
solely related to a Mortgage Loan or the SOMA Teleco Office Trust Subordinate Companion Loan with respect to which such party
is a Borrower Party (which shall include any Asset Status Reports, Final Asset Status Reports (or summaries thereof), inspection
reports related to Specially Serviced Mortgage Loans conducted by the applicable Special Servicer or any Excluded Special Servicer
and which may include any Operating Advisor reports delivered to the Certificate Administrator regarding the applicable Special
Servicer’s net present value determination or any Appraisal Reduction Amount calculations delivered pursuant to Section 3.26(d),
and any Officer’s Certificates delivered by the Trustee, the Master Servicer or the applicable Special Servicer, supporting
any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, but in each case other than information
with respect to such Mortgage Loan or the SOMA Teleco Office Trust Subordinate Companion Loan that is aggregated with information
of other Mortgage Loans at a pool level), on the Certificate Administrator’s Website or otherwise receives access to such
information, such Risk Retention Consultation Party or VRR Interest Owner shall be deemed to have agreed that it (i) will
not directly or indirectly provide any such information to (A) the related Borrower Party, (B) any employees or personnel
of such Risk Retention Consultation Party or VRR Interest Owner 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) will maintain sufficient internal controls
and appropriate policies and procedures in place in order to comply with the obligations described in clause (i) above.
For the avoidance of doubt, any file or report contained in the CREFC® Investor 


 



    -275-


     


    

 


Reporting Package (CREFC®
IRP) (other than the CREFC® Special Servicer Loan File relating to any such applicable Excluded Loan) shall
be considered information that is aggregated with information of other Mortgage Loans at a pool level.


 


The
Certificate Administrator makes no representation or warranty as to the accuracy or completeness of any report, document or other
information made available on its Internet website or its filing of such information pursuant to this Agreement, including, but
not limited to, filing via EDGAR and assumes no responsibility therefor, other than with respect to such reports, documents or
other information prepared by the Certificate Administrator. In addition, the Certificate Administrator may disclaim responsibility
for any information distributed by it or filed by it, as applicable, for which it is not the original source. Notwithstanding
anything herein to the contrary, the Certificate Administrator shall not be liable for any disclosure of information relating
to any Excluded Controlling Class Loan to the extent such information was included in the Asset Status Report or the Final
Asset Status Report delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website and
not properly identified as relating to any Excluded Controlling Class Loan.


 


In
connection with providing access to the Certificate Administrator’s Website (other than with respect to access provided
to the general public in accordance with Section 3.13(b)), the Certificate Administrator may require registration
and the acceptance of a disclaimer. The Certificate Administrator shall not be liable for the dissemination of information in
accordance herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s
CMBS customer service desk at (866) 846-4526.


 


(c)         
The 17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent
such items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “BMARK 2021-B25” and an identification of the type of information being provided
in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto or
any other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:


 


(i)           any notices of waivers under Section 3.08(d);


 


(ii)         
any Asset Status Report delivered by the applicable Special Servicer under Section 3.19(c);


 


(iii)        
any notice of final payment on the Certificates or the Pooled RR Interest;


 


(iv)        
any environmental reports delivered by the applicable Special Servicer under Section 3.09(e);


 


(v)         
any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;


 


(vi)        any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09 or 11.10;


 






    -276-


     


    

 


(vii)        any annual Independent public accountants’ attestation reports delivered pursuant to Section 11.11;


 


(viii)       any notice to the Rating Agencies relating to the applicable Special Servicer’s determination to take action without receiving
Rating Agency Confirmation from any Rating Agency as set forth in Section 3.25(a);


 


(ix)        
copies of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;


 


(x)         
any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);


 


(xi)        
any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the
successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(xii)        any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(xiii)      
any notice of a Servicer Termination Event or termination of the Master Servicer or a Special Servicer delivered pursuant to Section 7.01;


 


(xiv)       any notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;


 


(xv)        any notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section 13.01(a)(ix);


 


(xvi)       any Operating Advisor Annual Report pursuant to Section 3.26;


 


(xvii)      any summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed
toward the Master Servicer, the applicable Special Servicer, Certificate Administrator or Trustee regarding any of the information
delivered to the 17g-5 Information Provider pursuant to this Section 3.13(c) or regarding any request for a Rating
Agency Confirmation or regarding any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans,
any related Companion Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement
or any applicable Co-Lender Agreement; provided that the summary of such oral communication shall not identify the Rating
Agency with whom the communication was held pursuant to Section 3.13(g);


 


(xviii)     any other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation,
Section 2.03(b), Section 3.07(a), Section 3.12, Section 3.17(c), Section 3.18(g);
Section 11.09 or Section 11.10; and


 






    -277-


     


    

 


(xix)        any other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 13.10.


 


The
foregoing information shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s
Website. Information will be posted on the same Business Day of receipt provided that such information is received by 2:00
p.m., New York City time, or, if received after 2:00 p.m., New York City time, on the next Business Day by 12:00 p.m. New York
City time; provided, however, that any information delivered pursuant to Section 3.15(d) shall be posted
in accordance with Section 3.15(d). The 17g-5 Information Provider shall have no obligation or duty to verify,
confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or
otherwise is or is not anything other than what it purports to be. In the event that any information is delivered or posted in
error, each of the Certificate Administrator and the 17g-5 Information Provider may remove such information from the 17g-5
Information Provider’s Website. The Certificate Administrator and the 17g-5 Information Provider have not obtained and
shall not be deemed to have obtained actual knowledge of any information merely by posting such information to the Certificate
Administrator’s Website or the 17g-5 Information Provider’s Website to the extent such information was not produced
by the Certificate Administrator or the 17g-5 Information Provider, as applicable. Access will be provided by the 17g-5
Information Provider to the NRSROs upon receipt of an NRSRO Certification in the form of Exhibit P-2 hereto (which
certification may be submitted electronically via the 17g-5 Information Provider’s Website). If a Rating Agency requests
access to the 17g-5 Information Provider’s Website, access shall be granted by the 17g-5 Information Provider on the same
Business Day, provided that such request is made prior to 2:00 p.m., New York City time, on such Business Day, or if received
after 2:00 p.m., New York City time, on the following Business Day. Questions regarding delivery of information to the 17g-5
Information Provider may be directed to (866) 846-4526 or 17g5informationprovider@wellsfargo.com (specifically referencing
“BMARK 2021-B25” in the subject line).


 


Upon
delivery by the Depositor to the 17g-5 Information Provider of information designated by the Depositor as pre-closing information
from the Depositor’s 17g-5 website (the “Pre-close Information”), the 17g-5 Information Provider shall
make such information available only to the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant
to this Section 3.13(c). Such information shall be provided to the 17g-5 Information Provider via electronic media,
and delivered to the 17g-5 Information Provider as mutually agreed. The Depositor shall not be entitled to direct the 17g-5 Information
Provider to provide access to the Pre-close Information or any other information on the 17g-5 Information Provider’s Website
to any designee or third party.


 


Upon
request of the Depositor or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s
Website any additional information requested by the Depositor or the Rating Agencies to the extent such information is delivered
to the 17g-5 Information Provider electronically in accordance with this Section 3.13. In no event shall the 17g-5
Information Provider disclose on the 17g-5 Information Provider’s Website the Rating Agency that requested such additional
information.


 






    -278-


     


    

 


The
17g-5 Information Provider shall notify any party that delivers information to the 17g-5 Information Provider under this Agreement
that such information was received and that it has been posted. The 17g-5 Information Provider shall notify each Person that has
signed-up for access to the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement
each time an additional document is posted to the 17g-5 Information Provider’s Website and such notice shall specifically
identify such document in the subject line or otherwise in the body of the e-mail notice. The 17g-5 Information Provider shall
send such notice to such Person’s e-mail address provided by and used by such Person for the purpose of accessing the 17g-5
Information Provider’s Website, including a general e-mail address if such general e-mail address has been provided to the
17g-5 Information Provider in connection with a completed NRSRO Certification in the form of Exhibit P-2 hereto.


 


Any
information required to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered
to it via electronic mail at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “BMARK
2021-B25” and an identification of the type of information being provided in the body of such electronic mail, or via any
alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved
by the 17g-5 Information Provider.


 


Notwithstanding
anything to the contrary contained in this Agreement, none of the foregoing information which relates solely to the SOMA Teleco
Office Loan-Specific Certificates and does not contain information related to the SOMA Teleco Office Whole Loan or other Certificates
shall be required to be delivered to the Rating Agencies or be posted to the 17g-5 Information Provider’s Website.


 


(d)              
The Master Servicer or the applicable Special Servicer, as applicable, may, but shall not be obligated to, provide bulk information
that relates to two or more transactions to the 17g-5 Information Provider. Any such information shall be posted by the 17g-5
Information Provider and the 17g-5 Information Provider may, but shall not be obligated to post such information in accordance
with the timeframe provided in Section 3.13(c) above, provided, however, that if the 17g-5 Information
Provider is not able to post such information in accordance with the timeframe in Section 3.13(c), then it shall post
such information within a reasonable time. The Master Servicer or the applicable Special Servicer, as applicable, shall not send
such information directly to the Rating Agencies until the 17g-5 Information Provider notifies it that such information has been
posted to the 17g-5 Information Provider’s Website.


 


(e)              
Certain information concerning the Mortgage Loans and the Certificates (including the Distribution Date Statements, CREFC®
reports and supplemental notices with respect to such Distribution Date Statements and CREFC® reports) shall
be provided by the Certificate Administrator to third parties (including Financial Market Publishers) at the direction of the
Depositor which may be in the form of a standing order, and providing such information shall not constitute a breach of this Agreement
by the Certificate Administrator. Such information will be made available to such third parties upon receipt of a certificate
in the form of Exhibit P-3 hereto, which certification may be submitted electronically via the Certificate Administrator’s
Website.


 






    -279-


     


    

 


(f)          
Each of the Master Servicer and the Special Servicers may, in accordance with such reasonable rules and procedures as it may adopt,
also deliver, produce or otherwise make available through its website or otherwise, any additional information relating to the
Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties (other
than any Non-Serviced Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and any other
Persons who deliver an Investor Certification in accordance with this Section 3.13 and the Rating Agencies (collectively,
the “Disclosure Parties”) (only to the extent such additional information is simultaneously delivered to the
17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website in accordance with the provisions
of Section 3.13(c)), in each case, except to the extent doing so is prohibited by this Agreement (including without
limitation, any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged Information),
applicable law or by the related Mortgage Loan documents. Each of the Master Servicer and the Special Servicers shall be entitled
to (i) indicate the source of such information and affix thereto any disclaimer it deems appropriate in its discretion and/or
(ii) require that the recipient of such information (A) except for the Depositor and the Rating Agencies, enter into
(x) an Investor Certification, (y) a confidentiality agreement substantially in the form of Exhibit X or (z) a
“click-through” confidentiality agreement if such information is being provided through the Master Servicer’s
or the applicable Special Servicer’s website, and (B) acknowledge that the Master Servicer or such Special Servicer
may contemporaneously provide such information to any other Disclosure Party. In addition, to the extent access to such information
is provided via the Master Servicer’s or the applicable Special Servicer’s website, the Master Servicer and such Special
Servicer may require registration and the acceptance of a reasonable and customary disclaimer and/or an additional or alternative
agreement as to the confidential nature of such information. In connection with providing access to or copies of the information
described in this Section 3.13(f) to current or prospective Certificateholders or Pooled RR Interest Owner the form
of confidentiality agreement used by the Master Servicer or the applicable Special Servicer, as applicable, shall be: (i) in
the case of a Certificateholder or the Pooled RR Interest Owner, an Investor Certification executed by the requesting Person indicating
that such Person is a Holder of Certificates or the Pooled RR Interest Owner and will keep such information confidential (except
that such Certificateholder or the Pooled RR Interest Owner may provide such information (x) to its auditors, legal counsel
and regulators and (y) to any other Person that holds or is contemplating the purchase of any Certificate or interest therein
(provided that such other Person confirms in writing such Ownership Interest or prospective Ownership Interest and agrees
to keep such information confidential)); and (ii) in the case of a prospective purchaser of Certificates or interests therein
or an investment advisor related thereto, an Investor Certification indicating that such Person is a prospective purchaser of
a Certificate or an interest therein or an investment advisor related thereto and is requesting the information for use in evaluating
a possible investment in Certificates and will otherwise keep such information confidential with no further dissemination (except
that such Certificateholder or the Pooled RR Interest Owner may provide such information to its auditors, legal counsel and regulators).
In the case of a licensed or registered investment advisor acting on behalf of a current or prospective Certificateholder or Pooled
RR Interest Owner, the Investor Certification shall be executed and delivered by both the investment advisor and such current
or prospective Certificateholder or Pooled RR Interest Owner.


 






    -280-


     


    

 


None
of the Master Servicer, the General Special Servicer or the Amazon Seattle Special Servicer shall be liable for its dissemination
of information in accordance with this Agreement or by others in violation of the terms of this Agreement. None of the Master
Servicer, the General Special Servicer or the Amazon Seattle Special Servicer shall be responsible or have any liability for the
completeness or accuracy of the information delivered, produced or otherwise made available pursuant to this Section 3.13
unless such information was produced by the Master Servicer or the applicable Special Servicer, as the case may be.


 


(g)         
The Master Servicer, the Special Servicers, the Certificate Administrator and the Trustee shall be permitted (but not obligated)
to orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to the
Mortgage Loans, the related Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement or related
Co-Lender Agreement; provided that such party summarizes the information provided to the Rating Agencies in such communication
in writing and provides the 17g-5 Information Provider with such written summary in accordance with the procedures set forth
in Section 3.13(c) the same day such communication takes place; provided, further that the summary of
such oral communications shall not identify which Rating Agency the communication was with. The 17g-5 Information Provider
shall post such written summary on the 17g-5 Information Provider’s Website in accordance with the procedures set forth
in Section 3.13(c).


 


(h)         
The Special Servicers, subject to the limitations on delivery of Privileged Communications, shall deliver to the Operating Advisor
such reports and other information produced or otherwise available to the Directing Holder and the Risk Retention Consultation
Parties or Certificateholders generally, requested by the Operating Advisor in support of the performance of its obligations under
this Agreement in electronic format.


 


(i)           
None of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict
oral or written communications, or providing information, between the Master Servicer, the Operating Advisor, the Asset Representations
Reviewer or the Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such
Rating Agency’s or NRSRO’s review of the ratings it assigns to the Master Servicer, the Operating Advisor, the Asset
Representations Reviewer or the applicable Special Servicer, as the case may be, (ii) such Rating Agency’s or NRSRO’s
approval of the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the applicable Special Servicer,
as applicable, as a commercial mortgage master, special or primary servicer, or (iii) such Rating Agency’s or NRSRO’s
evaluation of the Master Servicer’s, the Operating Advisor, the Asset Representations Reviewer’s or the applicable
Special Servicer’s, as the case may be, servicing operations in general; provided, that the Master Servicer, the
Operating Advisor, the Asset Representations Reviewer or such Special Servicer, as applicable, shall not provide any information
relating to the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans to any Rating Agency or NRSRO in connection
with such review and evaluation by such Rating Agency or NRSRO unless (x) Mortgagor, property and other deal specific identifiers
are redacted; (y) such information has already been provided to the 17g-5 Information Provider and has been uploaded on to
the 17g-5 Information Provider’s Website; or (z) the Rating Agency confirms in writing that it does not intend to use such
information in undertaking credit rating surveillance with respect to the Certificates; provided, however, that
the


 



    -281-


     


    

 


Rating Agencies may use information delivered under this clause (z) for any purpose to the extent it is publicly available
(unless the availability results from a breach of this Agreement or any other confidentiality agreement to which such Rating Agency
is subject) or comprised of information collected by the applicable Rating Agency from the 17g-5 Information Provider’s
Website (or another 17g-5 information provider’s website that they have access to) other than pursuant to this Section 3.13(i).


 


(j)          
The costs and expenses of compliance with this Section 3.13 by the Depositor, the Master Servicer, the Special Servicers,
the Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and any other party hereto
shall not be additional expenses of the Trust, but shall be borne by the applicable party hereto.


 


Section 3.14         
Title to REO Property; REO Account. (a)  If title to any
Mortgaged Property is acquired (and thus becomes REO Property), the deed or certificate of sale shall be issued in the name of
the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in
the name of the Trustee or its nominee, or a separate agent on behalf of the Certificateholders and the Pooled RR Interest Owner
and, if applicable, on behalf of the related Companion Holders, in the case of a Serviced Companion Loan. REO Property with respect
to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.14. Each Special Servicer, on behalf
of the Trust and, if applicable, the related Serviced Companion Noteholder, shall sell any REO Property prior to the close of
the third calendar year following the year in which the Trust acquires ownership of such REO Property, within the meaning of Treasury
Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless such Special Servicer
either (i) applies for an extension of time no later than sixty (60) days prior to the close of the third calendar year in
which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or
is not denied (an “REO Extension”) by the Internal Revenue Service to sell such REO Property or (ii) obtains
for the Trustee, the Certificate Administrator an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator,
to the effect that the holding by the Trust of such REO Property subsequent to the close of the third calendar year following
the year in which acquisition occurred will not cause an Adverse REMIC Event to occur or cause the Grantor Trust to fail to qualify
as a grantor or result in the imposition of tax on the Grantor Trust. If the applicable Special Servicer is granted or not denied
the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel
contemplated by clause (ii) of the immediately preceding sentence, such Special Servicer shall sell such REO Property
within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred
by such Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the
second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding
sentence, shall be an expense of the Trust payable out of the Collection Account pursuant to Section 3.05(a).


 


(b)           Each Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and
apart from its own funds and general assets. If an REO Acquisition shall occur, the applicable Special Servicer shall establish
and maintain one or more REO Accounts, held on behalf of the Trustee for the benefit of the Certificateholders and the Pooled
RR Interest Owner and, if applicable, on behalf of any related


 



    -282-


     


    

 


Companion Holder(s), as applicable, as their interest shall appear,
and the Trustee (as holder of the Lower-Tier Regular Interests), for the retention of revenues and other proceeds derived from
each REO Property. The REO Account shall be an Eligible Account. The applicable Special Servicer shall deposit, or cause to be
deposited, in the applicable REO Account, within one (1) Business Day after receipt of properly identified funds, all REO Revenues,
Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. Funds in the REO Account
may be invested in Permitted Investments in accordance with Section 3.06. The applicable Special Servicer shall give
notice to the Trustee, the Certificate Administrator, and the Master Servicer of the location of the applicable REO Account when
first established and of the new location of the applicable REO Account prior to any change thereof.


 


(c)           
The applicable Special Servicer shall withdraw from the applicable REO Account funds necessary for the proper operation, management,
insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the applicable
REO Account relating to such REO Property. On the later of the date that is (x) on or prior to each Determination Date or (y)
two (2) Business Days after such amounts are received and properly identified and determined to be available (or with respect
to a Serviced Companion Loan, on the Business Day preceding each Serviced Whole Loan Remittance Date), the applicable Special
Servicer shall withdraw from the applicable REO Account and remit to the Master Servicer, which shall deposit into the Collection
Account (or the Serviced Whole Loan Custodial Account, as applicable), the aggregate of all amounts received in respect of each
REO Property during the most recently ended Collection Period, net of (i) any withdrawals made out of such amounts pursuant
to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the applicable REO Account; provided,
however, that the applicable Special Servicer may retain in such REO Account, in accordance with the Servicing Standard,
such portion of such balance as may be necessary to maintain a reasonable reserve for repairs, replacements, leasing, management
and tenant improvements and other related expenses for the related REO Property. In addition, on the later of the date that is
(x) on or prior to each Determination Date or (y) two (2) Business Days after such amounts are received and properly identified
and determined to be available (or with respect to a Serviced Companion Loan, on the Business Day preceding each Serviced Whole
Loan Remittance Date), the applicable Special Servicer shall provide the Master Servicer with a written accounting of amounts
remitted to the Master Servicer for deposit in the Collection Account, as applicable, on such date. The Master Servicer shall
apply all such amounts as instructed by such Special Servicer on the day the Master Servicer receives the written accounting as
provided in the previous sentence.


 


(d)           The applicable Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose
of accounting for all deposits to, and withdrawals from, the applicable REO Account pursuant to Section 3.14(b) or
Section 3.14(c).


 


(e)           
With respect to the SOMA Teleco Office Trust Subordinate Companion Loan, references to actions being taken for the benefit of
the SOMA Teleco Office Trust Subordinate Companion Loan in this Section 3.14 shall be deemed to be taken also for
the benefit of the Holders of the SOMA Teleco Office Loan-Specific Certificates, as beneficial owners of the SOMA Teleco Office
Trust Subordinate Companion Loan.


 






    -283-


     


    

 


(f)          
With respect to the Amazon Seattle Trust Subordinate Companion Loan, references to actions being taken for the benefit of the
Amazon Seattle Trust Subordinate Companion Loan in this Section 3.14 shall be deemed to be taken also for the benefit
of the Holders of the Amazon Seattle Loan-Specific Certificates, as beneficial owners of the Amazon Seattle Trust Subordinate
Companion Loan.


 


Section 3.15         
Management of REO Property. (a)  If title to any REO Property is acquired, the applicable Special Servicer
shall manage, consent, protect, operate and lease such REO Property (other than any Non-Serviced Mortgaged Property) for the
benefit of the Certificateholders, the Pooled RR Interest Owner and the related Companion Holders, and the Trustee (as holder
of the Lower-Tier Regular Interests, the Loan REMIC Regular Interest and the Trust Subordinate Companion Loan REMIC Regular Interests)
solely for the purpose of its timely disposition and sale in a manner that does not cause such REO Property to fail to qualify
as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by the
Trust or any Serviced Companion Noteholder of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B)
of the Code or result in an Adverse REMIC Event. Subject to the foregoing, however, the applicable Special Servicer shall have
full power and authority to do any and all things in connection therewith as are in the best interests of and for the benefit
of the Certificateholders and the Pooled RR Interest Owner (and, in the case of each Serviced Whole Loan, the related Companion
Holder(s)) and the Trustee (as holder of the Lower-Tier Regular Interests, the Loan REMIC Regular Interest and the Trust Subordinate
Companion Loan REMIC Regular Interests) all as a collective whole (taking into account the subordinate or pari passu nature of
any Companion Loan, as the case may be) (as determined by the applicable Special Servicer in its reasonable judgment in accordance
with the Servicing Standard). Notwithstanding anything to the contrary herein, REO Property with respect to a Non-Serviced
Mortgage Loan is excluded for all purposes of this Section 3.15. Subject to this Section 3.15, the applicable
Special Servicer may allow the Trust or any commercial mortgage securitization that holds any Serviced Companion Loan to earn
“net income from foreclosure property” within the meaning of Section 860G(d) of the Code if it determines that
earning such income is in the best interests of Certificateholders and the Pooled RR Interest Owner and, if applicable, any related
Companion Holder(s) on a net after-tax basis as compared with net leasing such REO Property or operating such REO Property
on a different basis. In connection therewith, the applicable Special Servicer shall deposit or cause to be deposited on a daily
basis (and in no event later than one (1) Business Day following receipt of such properly identified funds) in the applicable
REO Account all revenues received by it with respect to each REO Property and the related REO Loan, and shall withdraw from the
applicable REO Account, to the extent of amounts on deposit therein with respect to such REO Property, funds necessary for the
proper operation, management, leasing and maintenance of such REO Property, including, without limitation:


 


(i)       all insurance premiums due and payable in respect of such REO Property;


 


(ii)      all real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;


 


(iii)     any ground rents in respect of such REO Property, if applicable; and


 






    -284-


     


    

 


(iv)     all costs and expenses necessary to maintain and lease such REO Property.


 


To
the extent that amounts on deposit in the applicable REO Account in respect of any REO Property are insufficient for the purposes
set forth in clauses (i) through (iv) above with respect to such REO Property, the Master Servicer (subject
to receiving notice from the applicable Special Servicer in accordance with the procedures set forth elsewhere in this Agreement)
shall advance from its own funds such amount as is necessary for such purposes unless (as evidenced by an Officer’s Certificate
delivered to the Trustee, the applicable Special Servicer, the Depositor, the Certificate Administrator and (in respect of any
Mortgage Loan other than an applicable Excluded Loan or Trust Subordinate Companion Loan, and prior to the occurrence of a Consultation
Termination Event) the Directing Holder) such Advances would, if made, constitute Nonrecoverable Property Protection Advances.


 


(b)           Without limiting the generality of the foregoing, each Special Servicer shall not:


 


(i)       permit the Trust to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms
will give rise to any income that does not constitute Rents from Real Property;


 


(ii)      permit any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;


 


(iii)     authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon,
and then only if more than 10% of the construction of such building or other improvement was completed before default on the related
Mortgage Loan or Trust Subordinate Companion Loan, if applicable, became imminent, all within the meaning of Section 856(e)(4)(B)
of the Code; or


 


(iv)     Directly Operate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property on any
date more than ninety (90) days after its acquisition date;


 


unless,
in any such case, the applicable Special Servicer has obtained an Opinion of Counsel (the cost of which shall be paid by the Master
Servicer as a Property Protection Advance) to the effect that such action will not cause such REO Property to fail to qualify
as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code at any time that it is held for
the benefit of the Trust, in which case the applicable Special Servicer may take such actions as are specified in such Opinion
of Counsel.


 


(c)           
Each Special Servicer shall contract with any Independent Contractor for the operation and management of any REO Property within
ninety (90) days of the acquisition date thereof, provided that:


 


(i)       the terms and conditions of any such contract may not be inconsistent herewith and shall reflect an agreement reached at arm’s
length;


 






    -285-


     


    

 


(ii)      the fees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light of
the nature and locality of the Mortgaged Property;


 


(iii)     any such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all costs and
expenses incurred in connection with the operation and management of such REO Property, including, without limitation, those listed
in subsection (a) hereof, and (B) remit all related revenues collected (net of its fees and such costs and expenses)
to the applicable Special Servicer upon receipt;


 


(iv)     none of the provisions of this Section 3.15(c) relating to any such contract or to actions taken through any such
Independent Contractor shall be deemed to relieve the applicable Special Servicer of any of its duties and obligations hereunder
with respect to the operation and management of any such REO Property; and


 


(v)      each Special Servicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing
Standard.


 


Each
Special Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related
to its duties and obligations hereunder for indemnification of the applicable Special Servicer by such Independent Contractor,
and nothing in this Agreement shall be deemed to limit or modify such indemnification.


 


(d)           When and as necessary, each Special Servicer shall send to the Trustee, the Certificate Administrator and the Master Servicer
a statement prepared by such Special Servicer setting forth the amount of net income or net loss, as determined for federal income
tax purposes, resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary
service to the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO
Property in accordance with Sections 3.15(a) and 3.15(b).


 


Section 3.16         
Sale of Defaulted Loans and REO Properties. (a) (i)(i) Within
thirty (30) days after a Defaulted Loan has become a Specially Serviced Mortgage Loan, the applicable Special Servicer shall order
(but shall not be required to have received) an Appraisal and within thirty (30) days of receipt of the Appraisal shall determine
the fair value of such Defaulted Loan in accordance with the Servicing Standard; provided, however, that if the applicable Special
Servicer is then in the process of obtaining an Appraisal with respect to the related Mortgaged Property, such Special Servicer
shall make its fair value determination as soon as reasonably practicable (but in any event within thirty (30) days) after its
receipt of such an Appraisal. The applicable Special Servicer may, from time to time, adjust its fair value determination based
upon changed circumstances, new information and other relevant factors, in each instance in accordance with a review of such circumstances
and new information in accordance with the Servicing Standard; provided that the applicable Special Servicer shall promptly notify
the Master Servicer in writing of the initial fair value determination and any adjustment to its fair value determination.


 






    -286-


     


    

 


(ii)      If any Mortgage Loan and Serviced Companion Loan subject to a Co-Lender Agreement is a Specially Serviced Mortgage Loan or to
the extent otherwise required pursuant to the terms of the related Co-Lender Agreement, then the applicable Special Servicer (with
respect to a Specially Serviced Mortgage Loan) or the Master Servicer (with respect to a Non-Specially Serviced Mortgage Loan)
shall promptly notify in writing the other, any related Companion Holder and any related mezzanine lender, as applicable, of any
events requiring notice under the Co-Lender Agreement in accordance with the terms thereof. Thereafter, any related Companion
Holder and related mezzanine lender, as applicable, will, notwithstanding anything in this Section 3.16 to the contrary,
have the option to purchase the related Mortgage Loan and cure defaults relating thereto as and to the extent set forth in the
related Co-Lender Agreement.


 


(iii)     If any Mortgage Loan not subject to a Co-Lender Agreement becomes a Specially Serviced Mortgage Loan, or if the related Companion
Holder or related mezzanine lender, as applicable, for any such Mortgage Loan subject to a Co-Lender Agreement has not previously
exercised the option to purchase the Mortgage Loan pursuant to the previous paragraph, the applicable Special Servicer shall use
reasonable efforts to solicit offers for each Defaulted Loan on behalf of the Certificateholders and the Pooled RR Interest Owner
and the holder of any related Serviced Pari Passu Companion Loan in such manner as will be reasonably likely to maximize the value
of the Defaulted Loan on a net present value basis, if and when the applicable Special Servicer determines, in accordance with
the Servicing Standard, that no satisfactory arrangements (including by way of a discounted pay-off) can be made for collection
of delinquent payments thereon and such a sale would be in the best economic interests of the Certificateholders and the Pooled
RR Interest Owner or, in the case of a Serviced Pari Passu Whole Loan, Certificateholders, the Pooled RR Interest Owner and any
holder of a related Serviced Pari Passu Companion Loan (as a collective whole as if such Certificateholders, the Pooled RR Interest
Owner and Serviced Pari Passu Companion Loan holder constituted a single lender, taking into account the pari passu or
subordinate nature of any related Companion Loan) and, if applicable, the related Companion Holder. In the case of a Non-Serviced
Mortgage Loan, under certain limited circumstances permitted under the related Co-Lender Agreement, to the extent that such Non-Serviced
Mortgage Loan is not sold together with the Non-Serviced Companion Loan by the Non-Serviced Special Servicer, the applicable Special
Servicer will be entitled to sell (with respect to any Mortgage Loan other than an applicable Excluded Loan, (i) with the
consent of the Directing Holder, if no Control Termination Event is continuing and (ii) after consulting with the Risk Retention
Consultation Parties pursuant to Section 6.08) such Non-Serviced Mortgage Loan if it determines in accordance with
the Servicing Standard that such action would be in the best interests of the Certificateholders and the Pooled RR Interest Owner,
the applicable Special Servicer is required to give the Trustee, the Certificate Administrator, the Master Servicer, the Operating
Advisor, any related Companion Holder and (other than in respect of any applicable Excluded Loan) the Directing Holder and the
Risk Retention Consultation Parties not less than ten (10) days’ prior written notice of its intention to sell any Specially
Serviced Mortgage Loan, in which case the applicable Special Servicer is required to accept the highest offer received from any
person for such Specially Serviced Mortgage Loan in an amount at least equal to the Purchase Price or, at its option, if it has


 



    -287-


     


    

 



received no offer at least equal to the Purchase Price therefor, purchase such Specially Serviced Mortgage Loan at such Purchase
Price.


 


(iv)     (A)  In the case of a Specially Serviced Mortgage Loan as to which a default is continuing, in the absence of any offer
at least equal to the Purchase Price pursuant to clause (iii) above (or purchase by the applicable Special Servicer
for such price), the applicable Special Servicer shall, subject to subclause (B) below, accept the highest offer received
from any Person that is determined by the applicable Special Servicer to be a fair price for such Specially Serviced Mortgage
Loan, if the highest offeror is a Person other than an Interested Person. If the highest offeror is an Interested Person, the
Trustee, subject to any additional conditions in an applicable Co-Lender Agreement, (based upon updated Appraisals ordered by
the applicable Special Servicer and received by the Trustee (or ordered by the Trustee if the applicable Special Servicer or any
of its Affiliates is an Interested Person)) shall determine the fair price; provided, however, that no offer from
an Interested Person will constitute a fair price unless (A) it is the highest offer received and (B) if the offer is less than
the applicable Purchase Price, at least two other offers are received from independent third parties, and any such determination
by the Trustee shall be binding upon all parties. The Trustee shall act in a commercially reasonable manner in making such determination.
In determining whether any offer received from an Interested Person represents a fair price for any such Defaulted Loan, the Trustee
shall be supplied with and shall rely on the most recent Appraisal or updated Appraisal conducted in accordance with this Agreement
within the preceding 9-month period or, in the absence of any such Appraisal, on a new Appraisal. Except as provided in the following
paragraph, the cost of any Appraisal will be covered by, and will be reimbursable as, a Property Protection Advance by the Master
Servicer. If the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee
may (at its option and at the expense of the Interested Person) designate an independent third party expert in real estate or
commercial mortgage loan matters with at least 5 years’ experience in valuing or investing in loans similar to the subject
Mortgage Loan or Trust Subordinate Companion Loan, that has been selected with reasonable care by the Trustee to determine if
such cash offer constitutes a fair price for such Mortgage Loan or Trust Subordinate Companion Loan. If the Trustee designates
such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s
determination. The reasonable fees of, and the costs of all Appraisals, inspection reports and broker opinions of value incurred
by any such third party shall be covered by, and shall be paid in advance of any such determination, from the offering Interested
Person and the applicable Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such
Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of demand for payment,
such expense shall be reimbursable to the Trustee by the Master Servicer as a Property Protection Advance but the applicable Special
Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested
Person. Neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any Specially
Serviced Mortgage Loan.


 






    -288-


     


    

 


(B)             
The applicable Special Servicer will not be obligated to accept the highest offer if the Special Servicer determines (with respect
to any Mortgage Loan or Trust Subordinate Companion Loan other than an applicable Excluded Loan, in consultation with the Directing
Holder (unless a Consultation Termination Event exists), the Risk Retention Consultation Parties subject to the limitations on
consultation set forth in Section 6.08 and, in the case of a Serviced Whole Loan or an REO Property related to a Serviced
Whole Loan, the related Companion Holder), in accordance with the Servicing Standard (and subject to the requirements of any related
Co-Lender Agreement), that the rejection of such offer would be in the best interests of the Certificateholders (including the
Holders of the Loan-Specific Certificates taking into account the subordinate nature of the Loan-Specific Certificates) and the
Pooled RR Interest Owner and, in the case of a sale of a Serviced Pari Passu Whole Loan or an REO Property related to a
Serviced Pari Passu Whole Loan, and any holder of a related Serviced Pari Passu Companion Loan (as a collective
whole as if such Certificateholders, the Pooled RR Interest Owner and Serviced Pari Passu Companion Loan holder constituted
a single lender, taking into account the pari passu or subordinate nature of any related Companion Loan) and, if applicable,
the related Companion Holder. In addition, the applicable Special Servicer may accept a lower offer if it determines, in accordance
with the Servicing Standard (and subject to the requirements of any related Co-Lender Agreement), that the acceptance of such
offer would be in the best interests of the Certificateholders (including the Holders of the Loan-Specific Certificates taking
into account the subordinate nature of the Loan-Specific Certificates), the Pooled RR Interest Owner and, in the case of a sale
of a Serviced Pari Passu Whole Loan or an REO Property related to a Serviced Pari Passu Whole Loan, and any holder of a related
Serviced Pari Passu Companion Loan (as a collective whole as if such Certificateholders, the Pooled RR Interest Owner and Serviced
Pari Passu Companion Loan holder constituted a single lender, taking into account the pari passu or subordinate nature
of any related Companion Loan) and, if applicable, the related Companion Holder (for example, if the prospective buyer making
the lower offer is more likely to perform its obligations, or the terms offered by the prospective buyer making the lower offer
are more favorable); provided, that the offeror is not the applicable Special Servicer or a Person that is an Affiliate
of such Special Servicer. The applicable Special Servicer shall use reasonable efforts to sell all Specially Serviced Mortgage
Loans prior to the Rated Final Distribution Date. For the avoidance of doubt, the Trustee shall have no obligation to make any
fair value determination, to the extent required to do so pursuant to this Section 3.16, on the basis of anything
other than the related Appraisal.


 


(v)      Unless and until any Specially Serviced Mortgage Loan is sold pursuant to this Section 3.16(a), the applicable Special
Servicer shall pursue such other resolution strategies with respect to such Specially Serviced Mortgage Loan, including, without
limitation, workout and foreclosure, as the applicable Special Servicer may deem appropriate, consistent with the Asset Status
Report and the Servicing Standard and the REMIC Provisions.


 






    -289-


     


    

 


(b)           (i)  (A)  The applicable Special Servicer may purchase any REO Property at the Purchase Price therefor
(in the case of a Serviced Whole Loan, such purchase shall be a purchase of the entire REO Property, including the portion relating
to the related Companion Loan). The applicable Special Servicer may also offer to sell to any Person any REO Property (in the
case of a Serviced Whole Loan, such sale shall be a sale of the entire REO Property, including the portion relating to the related
Companion Loan), if and when the applicable Special Servicer determines, consistent with the Servicing Standard, that such a sale
would be in the best economic interest of the Trust and the related Companion Holders. Each Special Servicer shall give the Trustee,
the Master Servicer, each Companion Holder, the Certificate Administrator and, in respect of any Mortgage Loan other than an applicable
Excluded Loan and prior to the occurrence of a Consultation Termination Event, the Directing Holder and the Risk Retention Consultation
Parties, not less than ten (10) days’ prior written notice of the Purchase Price and its intention to (i) purchase
any REO Property at the Purchase Price therefor or (ii) sell any REO Property, in which case such Special Servicer shall
accept the highest offer received from any Person for any REO Property in an amount at least equal to the Purchase Price therefor.
To the extent permitted by applicable law, and subject to the Servicing Standard, the Master Servicer, an Affiliate of the Master
Servicer, the applicable Special Servicer or an Affiliate of such Special Servicer, or an employee of either of them may act as
broker in connection with the sale of any REO Property and may retain from the proceeds of such sale a brokerage commission that
does not exceed the commission that would have been earned by an independent broker pursuant to a brokerage agreement entered
into at arm’s length.


 


(B)             
In the absence of any such offer as set forth in subclause (A) above, the applicable Special Servicer shall, subject
to subclause (C) below, accept the highest offer for such REO Property received from any Person that is determined
to be a fair price (1) by such Special Servicer, if the highest offeror is a Person other than an Interested Person, or (2) by
the Trustee, if the highest offeror is an Interested Person; provided, however, that no offer from an Interested
Person will constitute a fair price unless (A) it is the highest offer received and (B) if the offer is less than the
applicable Purchase Price, at least two other offers are received from independent third parties. Notwithstanding anything to
the contrary herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase
any REO Property pursuant hereto.


 


(C)             
No Special Servicer shall be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if such
Special Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best interests
of the Certificateholders, the Pooled RR Interest Owner and, with respect to any Serviced Whole Loan, the related Companion Holder,
in either case, as a collective whole (taking into account the subordinate or pari passu nature of any Serviced Companion
Loans). In addition, such Special Servicer may accept a lower offer if it determines, in accordance with the Servicing Standard,
that acceptance of such offer would be in the best interests of the Certificateholders, the Pooled RR Interest Owner and, with
respect to any Serviced Whole Loan, the related Companion Holder, in either case, as a collective whole (taking into account the
subordinate or pari passu nature of any 


 



    -290-


     


    

 


Serviced Companion Loans) (for example, if the prospective buyer making the lower
offer is more likely to perform its obligations, or the terms offered by the prospective buyer making the lower offer are more
favorable); provided, that the offeror is not the applicable Special Servicer or a Person that is an Affiliate of such
Special Servicer.


 


(D)             
In determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee
shall obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters
retained by the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other
Independent expert shall be an expense of the offering Interested Person purchaser. The reasonable fees and costs of all Appraisals,
inspection reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable,
from the offering Interested Person and the applicable Special Servicer shall use efforts consistent with the Servicing Standard
to collect payment from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty
(30) days of demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Property Protection
Advance but the applicable Special Servicer shall continue to use efforts consistent with the Servicing Standard to collect such
amounts from the applicable Interested Person. In determining whether any offer constitutes a fair price for any REO Property,
the applicable Special Servicer or the Trustee (or, if applicable, such appraiser) shall take into account, and any appraiser
or other expert in real estate matters shall be instructed to take into account, as applicable, among other factors, the physical
condition of such REO Property, the state of the local economy and the Trust’s obligation to comply with REMIC Provisions.


 


(ii)      Subject to the Servicing Standard, the applicable Special Servicer shall act on behalf of the Trust and the related Companion
Holders, in negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property,
including the collection of all amounts payable in connection therewith. A sale of any REO Property shall be without recourse
to, or representation or warranty by, the Trustee, the Depositor, the Master Servicer, the applicable Special Servicer, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or the Trust (except that any contract of sale and assignment
and conveyance documents may contain customary warranties of title, so long as the only recourse for breach thereof is to the
Trust) and, if consummated in accordance with the terms of this Agreement, none of the Master Servicer, the Special Servicers,
the Depositor, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer nor the Trustee shall
have any liability to the Trust or any Certificateholder, the Pooled RR Interest Owner or related Companion Holder (if applicable)
with respect to the purchase price therefor accepted by the applicable Special Servicer or the Trustee.


 






    -291-


     


    

 


(c)           
Any sale of a Defaulted Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative
interpretations thereof made or issued subsequent to the Startup Day allow a sale for other consideration).


 


(d)           With respect to each Serviced Pari Passu Whole Loan, the SOMA Teleco Office Whole Loan and the Amazon Seattle Whole Loan, pursuant
to the terms of the related Co-Lender Agreement and this Agreement, if the related Serviced Pari Passu Whole Loan, the SOMA Teleco
Office Whole Loan or the Amazon Seattle Whole Loan, as applicable, becomes a defaulted loan, and if the applicable Special Servicer
determines to sell the related Mortgage Loan that has become a Defaulted Loan in accordance with this Section 3.16,
then the applicable Special Servicer shall sell the related Serviced Pari Passu Companion Loan and, in the case of the SOMA Teleco
Office Whole Loan or the Amazon Seattle Whole Loan, the related Trust Subordinate Companion Loan, together with such Mortgage
Loan as one whole loan and shall require that all offers be submitted to the Special Servicer in writing. To the extent a determination
is required to be made hereunder as to whether any cash offer constitutes a fair price for the Serviced Whole Loan, such determination
shall be made by the Trustee if the offeror is an Interested Person. Notwithstanding the foregoing, the applicable Special Servicer
will not be permitted to sell the related Mortgage Loan together with the related Serviced Pari Passu Companion Loan(s) if it
becomes a defaulted Whole Loan without the written consent of the holder of the related Serviced Pari Passu Companion Loan (provided
that such consent is not required if the holder of the Serviced Pari Passu Companion Loan is the Mortgagor or an Affiliate
of the Mortgagor) unless the applicable Special Servicer has delivered to the holder of the related Serviced Pari Passu Companion
Loan: (a) at least fifteen (15) Business Days prior written notice of any decision to attempt to sell such Serviced Whole
Loan; (b) at least ten (10) days prior to the permitted sale date, a copy of each bid package (together with any material
amendments to such bid packages) received by the applicable Special Servicer in connection with any such proposed sale; (c) at
least ten (10) days prior to the proposed sale date, a copy of the most recent Appraisal for such Serviced Pari Passu Whole Loan,
and any documents in the Servicing File reasonably requested by the holder of the related Serviced Pari Passu Companion Loan that
are material to the sale price of the Serviced Pari Passu Whole Loan; and (d) until the sale is completed, and a reasonable
period of time (but no less time than is afforded to other offerors and the Controlling Class Representative and the Risk Retention
Consultation Parties) prior to the proposed sale date, all information and other documents being provided to other offerors and
all leases or other documents that are approved by the Master Servicer or the applicable Special Servicer in connection with the
proposed sale. The holder of the related Serviced Pari Passu Companion Loan (or its representative) will be permitted to submit
an offer at any sale of such Whole Loan; however, the related Mortgagor and its agents and Affiliates shall not be permitted
to submit an offer at such sale. Notwithstanding the foregoing, with respect to each Serviced Whole Loan, the holder of the related
Companion Loan may waive any of the delivery or timing requirements set forth in this paragraph with respect to the related Whole
Loan. If the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee
may (at its option and at the expense of the offering Interested Person purchaser) designate an independent third party expert
in real estate or commercial mortgage loan matters with at least 5 years’ experience in valuing or investing in loans similar
to the subject Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes
a fair price for such Mortgage Loan. The Trustee shall act in a commercially reasonable manner in making such determination. If
the Trustee designates


 



    -292-


     


    

 


 such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon
such third party’s determination. The reasonable fees of, and the costs of all Appraisals, inspection reports and broker
opinions of value incurred by any such third party shall be covered by, and shall be paid in advance of any such determination
by the Interested Person and the applicable Special Servicer shall use efforts consistent with the Servicing Standard to collect
payment from such Interested Person.


 


(e)           
(i)  Notwithstanding anything in this Section 3.16 to the contrary, pursuant to the terms of the related
Co-Lender Agreement, the holder of the related Serviced Subordinate Companion Loan for each applicable Serviced AB Whole Loan
(other than the SOMA Teleco Office Whole Loan and the Amazon Seattle Whole Loan) will have the right to purchase the related Mortgage
Loan or related REO Property, as applicable. Such right of the holder of the Serviced Subordinate Companion Loan shall be given
priority over any provision described in this Section 3.16 as and to the extent set forth in the related Co-Lender
Agreement. If the related Mortgage Loan or related REO Property is purchased by the holder of such Serviced Subordinate Companion
Loan, repurchased by the applicable Mortgage Loan Seller or otherwise ceases to be subject to this Agreement, the related Serviced
Subordinate Companion Loan will no longer be subject to this Agreement. In addition, pursuant to the terms of the related Co-Lender
Agreement, any sale of a Serviced AB Whole Loan (other than the SOMA Teleco Office Whole Loan and the Amazon Seattle Whole Loan)
that is a Defaulted Loan or Specially Serviced Mortgage Loan pursuant to this Section 3.16 (other than in connection
with the purchase of the applicable Serviced AB Whole Loan by the related Serviced Subordinate Companion Loan) shall not include
any related Serviced Subordinate Companion Loan. As a result, any reference in this Section 3.16 to the sale, or determination
of fair value, of a Serviced AB Whole Loan that is a Defaulted Loan or Specially Serviced Mortgage Loan (other than in connection
with the purchase of the applicable Serviced AB Whole Loan by the related Serviced Subordinate Companion Loan) shall be deemed
to exclude any related Serviced Subordinate Companion Loan.


 


(ii)      Notwithstanding anything in this Section 3.16 to the contrary, any mezzanine lender will have the right to purchase
the related Mortgage Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set forth in
the related Co-Lender Agreement.


 


(f)           
Unless otherwise provided in a Co-Lender Agreement the sale of any Mortgage Loan pursuant to this Section 3.16 will
be on a servicing released basis.


 


(g)         
 In the event the Master Servicer or the applicable Special Servicer has the right to purchase any Companion Loan on behalf of
the Trust pursuant to the related Co-Lender Agreement, neither the Master Servicer nor such Special Servicer shall exercise such
right.


 


Section 3.17         
Additional Obligations of Master Servicer and Special Servicers.

(a)  The Master Servicer shall deliver all
Compensating Interest Payments (other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu
Companion Loan or Trust Subordinate Companion Loan) to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution
Account on each Master Servicer Remittance Date, without any right of reimbursement therefor. The Master Servicer shall deliver
the portion of any


 



    -293-


     


    

 


Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan to the Companion Paying Agent for deposit
in the Serviced Whole Loan Custodial Account on each Master Servicer Remittance Date, without any right of reimbursement therefor.
The Master Servicer shall deliver the portion of any Compensating Interest Payment allocated to a Trust Subordinate Companion
Loan to the Certificate Administrator for deposit in the related Trust Subordinate Companion Loan REMIC Distribution Account on
each Master Servicer Remittance Date, without any right of reimbursement therefor.


 


(b)           The Master Servicer or such Special Servicer, as applicable, shall provide to each Companion Holder any reports or notices required
to be delivered to such Companion Holder pursuant to the related Co-Lender Agreement, and the Master Servicer or applicable Special
Servicer, as applicable, shall provide to the SOMA Teleco Office Loan-Specific Directing Holder and the Amazon Seattle Loan-Specific
Directing Holder, as applicable, any reports or notices required to be delivered to the holder of the related Trust Subordinate
Companion Loan pursuant to the related Co-Lender Agreement.


 


(c)           
Upon the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof
would exceed the full amount of the principal portion of general collections on the Mortgage Loans, and with respect to P&I
Advances on the Trust Subordinate Companion Loans, would exceed the full amount of the principal portion of general collections
allocated to the related Trust Subordinate Companion Loan and the related Mortgage Loan, deposited in the Collection Account and
available for distribution on the next Distribution Date, the Master Servicer or the Trustee, each at its own option and in its
sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable Advance pursuant
to Section 3.05(a)(v) immediately, as an accommodation may elect to refrain from obtaining such reimbursement for
such portion of the Nonrecoverable Advance during the one month collection period ending on the then-current Determination
Date, for successive one-month periods for a total period not to exceed twelve (12) months (provided that, with respect
to any Mortgage Loan other than an applicable Excluded Loan, any such deferral exceeding six (6) months shall require, prior to
the occurrence and continuance of any Control Termination Event, the consent of the Directing Holder), and any election to so
defer or not to defer shall be deemed to be in accordance with the Servicing Standard. If the Master Servicer or the Trustee makes
such an election at its sole option and in its sole discretion to defer reimbursement with respect to all or a portion of a Nonrecoverable
Advance (together with interest thereon), then such Nonrecoverable Advance (together with interest thereon) or portion thereof
shall continue to be fully reimbursable in the subsequent collection period (subject, again, to the same sole option to defer;
it is acknowledged that, in such a subsequent period, such Nonrecoverable Advance shall again be payable first from principal
collections as described above prior to payment from other collections). In connection with a potential election by the Master
Servicer or the Trustee to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof during the
one month collection period ending on the related Determination Date for any Distribution Date, the Master Servicer or the Trustee
shall further be authorized to wait for principal collections on the Mortgage Loans or the Trust Subordinate Companion Loans,
as applicable, to be received until the end of such collection period before making its determination of whether to refrain from
the reimbursement of a particular Nonrecoverable Advance or portion thereof; provided, however, that if, at any
time the Master Servicer or the Trustee, as applicable, elects, in its sole discretion, not to refrain


 



    -294-


     


    

 


from obtaining such reimbursement
or otherwise determines that the reimbursement of a Nonrecoverable Advance during a one-month collection period will exceed
the full amount of the principal portion of general collections deposited in the Collection Account for such Distribution Date,
then the Master Servicer or the Trustee, as applicable, shall use its reasonable efforts to give the 17g-5 Information Provider
fifteen (15) days’ notice of such determination for posting on the 17g-5 Information Provider’s Website pursuant
to Section 3.13(c), unless extraordinary circumstances make such notice impractical, and thereafter shall deliver
such notice to the 17g-5 Information Provider as soon as practical thereafter. Notwithstanding the foregoing, failure to give
notice as required by the preceding sentence shall in no way affect the Master Servicer’s or the Trustee’s election
whether to refrain from obtaining such reimbursement as described in this Section 3.17(c). Nothing herein shall give
the Master Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable Advance to the extent of any principal
collections then available in the Collection Account pursuant to Section 3.05(a)(v).


 


The
foregoing shall not, however, be construed to limit any liability that may otherwise be imposed on such Person for any failure
by such Person to comply with the conditions to making such an election under this section or to comply with the terms of this
section and the other provisions of this Agreement that apply once such an election, if any, has been made; provided, however,
that the fact that a decision to recover such Nonrecoverable Advances over time, or not to do so, benefits some Classes of Certificateholders
or the Pooled RR Interest Owner to the detriment of other Classes of Certificateholders shall not, with respect to the Master
Servicer or the applicable Special Servicer, as applicable, constitute a violation of the Servicing Standard and/or with respect
to the Trustee (solely in its capacity as Trustee), constitute a violation of any fiduciary duty to Certificateholders or any
contractual obligation hereunder. If the Master Servicer or the Trustee, as applicable, determines, in its sole discretion, that
its ability to fully recover the Nonrecoverable Advances has been compromised, then the Master Servicer or the Trustee, as applicable,
shall be entitled to immediate reimbursement of Nonrecoverable Advances with interest thereon at the Reimbursement Rate from all
amounts in the Collection Account for such Distribution Date (deemed first from principal and then interest). Any
such election by any such party to refrain from reimbursing itself or obtaining reimbursement for any Nonrecoverable Advance or
portion thereof with respect to any one or more collection periods shall not limit the accrual of interest at the Reimbursement
Rate on such Nonrecoverable Advance for the period prior to the actual reimbursement of such Nonrecoverable Advance. The Master
Servicer’s or the Trustee’s, as applicable, agreement to defer reimbursement of such Nonrecoverable Advances as set
forth above is an accommodation to the Certificateholders and the Pooled RR Interest Owner and shall not be construed as an obligation
on the part of the Master Servicer or the Trustee, as applicable, or a right of the Certificateholders or the Pooled RR Interest
Owner. Nothing herein shall be deemed to create in the Certificateholders or the Pooled RR Interest Owner a right to prior payment
of distributions over the Master Servicer’s or the Trustee’s, as applicable, right to reimbursement for Advances (deferred
or otherwise) and accrued interest thereon. In all events, the decision to defer reimbursement or to seek immediate reimbursement
of Nonrecoverable Advances shall be deemed to be in accordance with the Servicing Standard and none of the Master Servicer, the
Trustee or the other parties to this Agreement shall have any liability to one another or to any of the Certificateholders, the
Pooled RR Interest Owner or any of the Companion Holders for any such election that such party makes as contemplated by this section
or for any losses, damages or other adverse economic or other effects that may arise from such an election.


 






    -295-


     


    

 


With
respect to any modification or amendment of any Co-Lender Agreement related to a Serviced Whole Loan (to the extent received),
the Master Servicer or the applicable Special Servicer as applicable, shall provide to the 17g-5 Information Provider a copy of
any such modification or amendment, which the 17g-5 Information Provider shall promptly post on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c).


 


(d)        With respect to any Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do not require
the lender to), at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply amounts
held in any reserve account as a prepayment or hold such amounts in a reserve account, the Master Servicer or the applicable Special
Servicer, as the case may be, may not apply such amounts as a prepayment, and will instead continue to hold such amounts in the
applicable reserve account, unless not applying those amounts as a prepayment would be a violation of the Servicing Standard.
Such amount may be used, if permitted under the loan documents, to defease the loan, or may be used to prepay the Mortgage Loan
(or Serviced Whole Loan), or for other purpose consistent with the Servicing Standard and the loan documents, upon a subsequent
default.


 


Section 3.18         
Modifications, Waivers, Amendments and Consents. (a)  Except
as set forth in Section 3.08(a), Section 3.08(b), this Section 3.18(a), Section 3.18(d),
Section 3.18(h), Section 3.18(i) and Section 6.08, but subject to any other conditions set
forth thereunder, (including, without limitation, the applicable Special Servicer’s consent rights pursuant to this subsection (a)
with respect to any modification, waiver or amendment that constitutes a Special Servicer Major Decision) (i) the applicable
Special Servicer will be responsible for processing waivers, modifications, amendments and consents with respect to (A) any
Specially Serviced Mortgage Loan and (B) any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan
(and with respect to any Serviced Whole Loan, subject to the rights of the related Companion Holder, to advise or consult with
the Master Servicer or the applicable Special Servicer, as the case may be, with respect to, or to consent to, a modification,
waiver or amendment, in each case, pursuant to the terms of the related Co-Lender Agreement) whether or not it is a Specially
Serviced Mortgage Loan with respect to which the matter involves (1) a Special Servicer Non-Major Decision (other than as described
or stated in the proviso to the definition of “Special Servicer Non-Major Decision”, subject to applicable Special
Servicer consent or deemed consent as provided in this Agreement) or (2) a Special Servicer Major Decision, and (ii) the Master
Servicer will be responsible for processing waivers, modifications, amendments and consents with respect to any Mortgage Loan
(other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan that is not a Specially Serviced Mortgage Loan and does not involve
a Special Servicer Major Decision or Special Servicer Non-Major Decision (other than the items listed in clauses (d)(i)
and (d)(ii) of “Special Servicer Non-Major Decision,” which the Master Servicer shall process, subject to Special
Servicer consent or deemed consent as provided in this Agreement); provided that if such modification, waiver, amendment or consent
is a Master Servicer Major Decision, the Master Servicer shall obtain the consent of, or consult with, the Directing Holder and
the Operating Advisor as and to the extent provided in Section 6.08. Further, the Master Servicer shall not modify,
waive or amend the terms of a Non-Specially Serviced Mortgage Loan and/or Companion Loan (that constitutes a Special Servicer
Major Decision) without the prior written consent of the applicable Special Servicer (it being understood that the Master Servicer
(if the Master Servicer is processing and 


 



    -296-


     


    

 


recommending approval of such request) will in accordance with the Servicing Standard
provide the applicable Special Servicer with notice of any request for such modification, waiver or amendment, the Master Servicer’s
written recommendation and analysis, and all information in the Master Servicer’s possession that may be reasonably requested
by such Special Servicer in order to grant or withhold such consent); provided that such consent shall be deemed given (unless
earlier objected to by the applicable Special Servicer) within ten (10) Business Days of the applicable Special Servicer’s
receipt from the Master Servicer of the Master Servicer’s written recommendation and analysis with respect to such modification,
waiver or amendment and all information in the Master Servicer’s possession reasonably requested by the applicable Special
Servicer in order to make an informed decision with respect to such modification, waiver or amendment; and provided, further,
that no extension entered into pursuant to this Section 3.18(a) shall extend the Maturity Date beyond the earlier
of (i) five (5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely
or primarily by a leasehold estate and not also the related fee interest, the date twenty (20) years or, to the extent consistent
with the Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten (10) years, prior to the expiration
of such leasehold estate. If such extension would extend the Maturity Date of such Mortgage Loan and/or related Companion Loan
for more than twelve (12) months from and after the original Maturity Date of such Mortgage Loan and/or related Companion Loan
and such Mortgage Loan and/or related Companion Loan is not in default or default with respect thereto is not reasonably foreseeable,
prior to any such extension, the party processing such action shall (1) provide the Trustee, the Certificate Administrator,
the Master Servicer or the applicable Special Servicer, as applicable, the Operating Advisor, each related Other Master Servicer,
each related Other Trustee, the Directing Holder ((i) prior to the occurrence of a Consultation Termination Event and (ii) other
than with respect to any applicable Excluded Loan) and the Risk Retention Consultation Parties, with an Opinion of Counsel (at
the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted
to be paid by the Mortgagor, to be paid as an expense of the Trust in accordance with Section 3.11(d)) that such extension
would not constitute a “significant modification” of the Mortgage Loan and/or Serviced Companion Loan within the meaning
of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing Standard, (A) prior to the occurrence
and continuance of a Control Termination Event and other than with respect to an applicable Excluded Loan, obtain the consent
of the Directing Holder and (B) during the continuance of a Control Termination Event, but prior to a Consultation Termination
Event and other than with respect to any applicable Excluded Loan, consult with the Directing Holder pursuant to Section 6.08
and (C) consult with the Risk Retention Consultation Parties pursuant to Section 6.08. Notwithstanding the
foregoing, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to,
such modification, waiver or amendment pursuant to the terms of the related Co-Lender Agreement, and subject to the applicable
Special Servicer’s processing and/or consent rights pursuant to this subsection (a) if any such modification,
waiver or amendment constitutes a Special Servicer Major Decision or Special Servicer Non-Major Decision, the Master Servicer,
with respect to Non-Specially Serviced Mortgage Loans, without the consent of or consultation with the applicable Special
Servicer, the Operating Advisor or the Directing Holder, may modify or amend the terms of any Mortgage Loan and/or related Serviced
Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein
which may be inconsistent with any other provisions therein


 



    -297-


     


    

 


or correct any error; provided that, if the Mortgage Loan (other than
any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default or default with respect thereto is not
reasonably foreseeable, such modification or amendment would not be a “significant modification” of the Mortgage Loan
and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


 


In
addition, subject to the next sentence, with respect to Non-Specially Serviced Mortgage Loans, the Master Servicer, prior to taking
any action with respect to any Special Servicer Major Decision (or making a determination not to take action with respect to a
Special Servicer Major Decision) and prior to taking any action with respect to a Special Servicer Non-Major Decision (other than
the items listed in clauses (d)(i) and (d)(ii) of “Special Servicer Non-Major Decision”) (or making
a determination not to take action with respect to a Special Servicer Non-Major Decision (other than the items listed in clauses
(d)(i) and (d)(ii) of “Special Servicer Non-Major Decision”)), shall refer any request with respect to
such Special Servicer Major Decision or Special Servicer Non-Major Decision to the applicable Special Servicer and the applicable
Special Servicer shall process the request directly or, if mutually agreed to by the applicable Special Servicer and the Master
Servicer, the Master Servicer shall (subject to the consent (or deemed consent) of the applicable Special Servicer) process such
request. If the Master Servicer and the applicable Special Servicer mutually agree that the Master Servicer shall, with respect
to a Non-Specially Serviced Mortgage Loan (subject to the consent (or deemed consent) of the applicable Special Servicer) process
a request with respect to a Special Servicer Major Decision or Special Servicer Non-Major Decision and the Master Servicer is
recommending approval of such request, the Master Servicer shall prepare and submit its written analysis and recommendation to
the applicable Special Servicer with all information in the possession of the Master Servicer that such Special Servicer may reasonably
request in order to withhold or grant its consent, and in all cases the applicable Special Servicer shall be entitled (subject
to any applicable consultation rights of the Operating Advisor or any applicable consent or consultation rights of the Controlling
Class Representative or any applicable consultation rights of any related Companion Holder or its representative (as applicable))
to approve or disapprove any modification, waiver, amendment or other action that constitutes a Special Servicer Major Decision
or Special Servicer Non-Major Decision; provided that such consent shall be deemed given (unless earlier objected to by
the applicable Special Servicer) within fifteen (15) Business Days of the applicable Special Servicer’s receipt from the
Master Servicer of the Master Servicer’s written analysis and recommendation with respect to such request and all information
in the Master Servicer’s possession reasonably requested by the applicable Special Servicer in order to make an informed
decision with respect to such request. In addition, the Master Servicer shall provide the applicable Special Servicer with any
notice that it received relating to a default by the Mortgagor under a ground lease where the collateral for the Mortgage Loan
is the ground lease, and the applicable Special Servicer will determine in accordance with the Servicing Standard whether to cure
any borrower defaults relating to ground leases.


 


Subject
to Section 6.08, if a Mortgagor satisfies the requirements set forth in the definition of “COVID Modification”,
the applicable Special Servicer may enter into a COVID Modification with the related Mortgagor. In exchange for a fee as described
below, the applicable Special Servicer shall be responsible for processing any COVID Modification and any related COVID Modification
Agreement for any COVID Modified Loan.


 






    -298-


     


    

 


Mortgagors
may request payment forbearance because of COVID-19 related financial hardship. In addition to the foregoing, the applicable Special
Servicer, as applicable, shall be allowed to grant a forbearance on a Mortgage Loan related to the global COVID-19 emergency if
(i) prior to October 1, 2021, the period of forbearance granted, when added to any prior periods of forbearance granted before
or after the Trust acquired such Mortgage Loan (whether or not such prior grants of forbearance were covered by Section 5.02(2)
of Revenue Procedure 2020-26) (as extended by Revenue Procedure 2021-12)), does not exceed six months (or such longer period of
time as may be allowed by guidance that is binding on federal income tax authorities) and such forbearance is otherwise covered
by Section 5.02(2) of Revenue Procedure 2020-26 (as extended by Revenue Procedure 2021-12), (ii) such forbearance is permitted
under another provision of this Agreement and the requirements under such provision are satisfied, or (iii) an Opinion of Counsel
is delivered to the effect that such forbearance will not result in an Adverse REMIC Event.


 


Any
fees or other charges charged by the applicable Special Servicer in connection with processing any COVID Modification or related
COVID Modification Agreement with respect to any COVID Modified Loan (in the aggregate with any other COVID Modification or COVID
Modification Agreement with respect to such COVID Modified Loan) shall not exceed an amount equal to $45,000 (plus reasonable
and customary attorney’s fees and expenses, out-of-pocket third-party fees and expenses and filing fees) and shall only
be borne by the related Borrower, not the Trust. For the avoidance of doubt, in the event of a Mortgagor default under a COVID
Modification Agreement, the fee cap shall only apply to the initial processing of such COVID Modification Agreement, and, in such
event, the applicable Special Servicer shall be entitled to all fees that would be payable to it pursuant to the terms of this
Agreement with respect to further servicing actions with respect to the related Mortgage Loan or Whole Loan, as applicable.


 


Neither
the Master Servicer nor the applicable Special Servicer shall be permitted to enter into, or structure (including, without limitation,
by way of the application of credits, discounts, forgiveness or otherwise), any modification, waiver, amendment, work-out, consent
or approval with respect to any Mortgage Loan or Serviced Whole Loan in a manner that would be inconsistent with the allocation
and payment priorities described under Section 3.02(b) of this Agreement or in the related Co-Lender Agreement.


 


Subject
to Section 6.08, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the
Master Servicer nor the applicable Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof)
for one or more other parcels of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in
default pursuant to the terms of the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect
thereto is not reasonably foreseeable unless (i) the Master Servicer or the applicable Special Servicer, as the case may
be, obtains Rating Agency Confirmation from each Rating Agency (and delivers such Rating Agency Confirmation to the Directing
Holder and the Risk Retention Consultation Parties, if permitted by the applicable Rating Agency) and, with respect to a Serviced
Whole Loan, obtains a Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and (ii) such substitution
would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning
of Treasury Regulations


 



    -299-


     


    

 


Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master Servicer or the
applicable Special Servicer, as the case may be, may obtain and rely upon an Opinion of Counsel (at the expense of the related
Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and if so prohibited, at the expense of the Trust)
with respect thereto).


 


Upon
receiving a request for any matter described in this Section 3.18(a) that constitutes a Special Servicer Major Decision
or Special Servicer Non-Major Decision (other than the items listed in clauses (d)(i) and (d)(ii) of “Special
Servicer Non-Major Decision”), the Master Servicer shall forward such request to the applicable Special Servicer and, unless
the Master Servicer and the applicable Special Servicer mutually agree that the Master Servicer will process such request with
respect to a Non-Specially Serviced Mortgage Loan in accordance with the terms and conditions reasonably agreed to by the Master
Servicer and applicable Special Servicer, including the applicable Special Servicer’s consent, the applicable Special Servicer
shall process such request and the Master Servicer shall have no further obligation with respect to such request or the related
Special Servicer Major Decision or Special Servicer Non-Major Decision (other than the items listed in clause (d)(i) and
(d)(ii) of “Special Servicer Non-Major Decision”).


 


(b)           If, and only if, the applicable Special Servicer determines that a modification, waiver or amendment (including, without limitation,
the forgiveness or deferral of interest or principal or the substitution of collateral pursuant to the terms of the Mortgage Loan
(other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan or otherwise, the release of collateral or
the pledge of additional collateral) of the terms of a Specially Serviced Mortgage Loan (or any Non-Specially Serviced Mortgage
Loan with respect to which such determination derives from the applicable Special Servicer’s consideration of a Special
Servicer Major Decision or Special Servicer Non-Major Decision that is subject to its processing and/or consent rights pursuant
to Section 3.18(a) of this Agreement) with respect to which a payment default or other material default has occurred
or a payment default or other material default is, in the applicable Special Servicer’s judgment, reasonably foreseeable
(as evidenced by an Officer’s Certificate of the Special Servicer), is reasonably likely to produce a greater recovery on
a net present value basis (the relevant discounting to be performed at the related Mortgage Rate) to the Trust and, if applicable,
the Companion Holders, as the holders of the related Serviced Companion Loan, than liquidation of such Specially Serviced Mortgage
Loan, then the applicable Special Servicer may, but is not required to, agree to a modification, waiver or amendment of such Specially
Serviced Mortgage Loan, subject to (w) the provisions of this Section 3.18(b) and Section 3.18(c),
(x) with respect to any Major Decision, with respect to any Mortgage Loan other than any applicable Excluded Loan, prior
to the occurrence and continuance of a Control Termination Event, the approval of the Directing Holder (or during the continuance
of a Control Termination Event, but prior to a Consultation Termination Event, upon consultation with the Directing Holder), and
consultation with the Risk Retention Consultation Parties as provided in (and to the extent required by) Section 6.08
(except that, with respect to any Serviced AB Whole Loan, unless the Directing Holder is the Controlling Class Representative,
the Risk Retention Consultation Parties shall have no consultation rights regarding the matter); (y) with respect to any Serviced
AB Whole Loan, subject to any rights of the holder of the related Serviced Subordinate Companion Loan to consent to such modification,
waiver or amendment and no Pooled Risk Retention Consultation Party will have any


 



    -300-


     


    

 


consultation rights regarding the matter; and
(z) additionally, with respect to a Serviced Whole Loan, the rights of the related Serviced Companion Noteholder or with
respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) with mezzanine debt, the rights of the related mezzanine
lender, if any, to advise or consult with the applicable Special Servicer with respect to, or consent to, such modification, waiver
or amendment, in each case, pursuant to the terms of the related Co-Lender Agreement or mezzanine intercreditor agreement, as
applicable; provided that in the case of any release or substitution of collateral (other than a defeasance), the applicable
Special Servicer shall have obtained an Opinion of Counsel that such release or substitution would not be a “significant
modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise
cause an Adverse REMIC Event to occur. Notwithstanding anything herein to the contrary, with respect to any applicable Excluded
Loan related to the Controlling Class Representative, SOMA Teleco Office Controlling Class Representative or Amazon Seattle Controlling
Class Representative, as applicable (regardless of whether an Operating Advisor Consultation Event has occurred and is continuing),
the Master Servicer or the applicable Special Servicer, as applicable, shall consult with the Operating Advisor, on a non-binding
basis, in connection with the related transactions involving proposed Major Decisions that it is processing and consider alternative
actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08
for consulting with the Operating Advisor.


 


In
connection with (i) the release of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion
of such Mortgaged Property from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any
Non-Serviced Mortgaged Property), or any portion of such Mortgaged Property by exercise of the power of eminent domain or condemnation,
if the related Mortgage Loan documents require the Master Servicer or the applicable Special Servicer, as the case may be, to
calculate (or to approve the calculation of the related Mortgagor of) the loan-to-value ratio of the remaining Mortgaged
Property or Mortgaged Properties or the fair market value of the real property constituting the remaining Mortgaged Property or
Mortgaged Properties, for purposes of REMIC qualification of the related Mortgage Loan, then such calculation shall, unless then
permitted by the REMIC Provisions, exclude the value of personal property and going concern value, if any, as determined by an
appropriate third party.


 


The
applicable Special Servicer shall use its reasonable efforts to the extent possible to cause each Specially Serviced Mortgage
Loan to fully amortize prior to the Rated Final Distribution Date and shall not agree to a modification, waiver or amendment of
any term of any Specially Serviced Mortgage Loan if such modification, waiver or amendment would (1) extend the Maturity
Date of any such Specially Serviced Mortgage Loan to a date occurring later than the earlier of (a) five (5) years prior to the
Rated Final Distribution Date and (b) if such Specially Serviced Mortgage Loan is secured solely or primarily by a leasehold
estate and not also the related fee interest, the date occurring twenty (20) years or, to the extent consistent with the Servicing
Standard giving due consideration to the remaining term of the Ground Lease and (A) prior to the occurrence and continuance
of a Control Termination Event, with the consent of the Directing Holder and (B) to the extent such modification, waiver
or amendment constitutes a Major Decision, after consultation with the Risk Retention Consultation Parties pursuant to Section 6.08
(in each case, other than with respect to a Mortgage Loan that is an applicable Excluded Loan), ten (10) years prior to the
expiration of such leasehold estate (including any


 



    -301-


     


    

 


options to extend such leasehold estate exercisable unilaterally by the related
Mortgagor), or (2) provide for the deferral of interest unless interest accrues on the related Mortgage Loan or Serviced
Whole Loan generally at the related Mortgage Rate.


 


(c)           
Any provision of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion Loan
is in default or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18 shall
be collected by any Master Servicer or applicable Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction
with any consent or any modification, waiver or amendment of a Mortgage Loan or Companion Loan, as applicable (unless the amount
thereof is specified in the related Mortgage Note) if the collection of such fee would cause such consent, modification, waiver
or amendment to be a “significant modification” of the Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).


 


(d)           To the extent consistent with this Agreement (including, without limitation, the first sentence of Section 3.18(a),
and Section 6.08), the Master Servicer (as provided in Section 3.08(a) and Section 3.08(b)
and subject to the applicable Special Servicer’s processing and/or consent rights pursuant to Section 3.18 or
Section 3.20(a) if any such waiver, modification or amendment constitutes a Special Servicer Major Decision or a Special
Servicer Non-Major Decision) or the applicable Special Servicer may, consistent with the Servicing Standard, agree to any
waiver, modification or amendment of a Mortgage Loan and/or Serviced Companion Loan that is not in default or as to which default
is not reasonably foreseeable only if it provides the Trustee and the Certificate Administrator with an Opinion of Counsel (at
the expense of the related Mortgagor or such other Person requesting such modification or, if such expense cannot be collected
from the related Mortgagor or such other Person, to be paid out of the Collection Account pursuant to Section 3.05(a);
provided that the Master Servicer or the applicable Special Servicer, as the case may be, shall use its reasonable efforts
to collect such fee from the Mortgagor or such other Person to the extent permitted under the related Mortgage Loan documents).
Notwithstanding the foregoing, neither the Master Servicer nor the applicable Special Servicer may waive the payment of any Yield
Maintenance Charge or the requirement that any prepayment of a Mortgage Loan or Trust Subordinate Companion Loan be made on a
Due Date, or if not made on a Due Date, be accompanied by all interest that would be due on the next Due Date with respect to
any Mortgage Loan, Trust Subordinate Companion Loan or Serviced Companion Loan that is not a Specially Serviced Mortgage Loan.


 


(e)          
Subject to Section 3.18(c), the Master Servicer and the applicable Special Servicer each may, as a condition to its
granting any request by a Mortgagor for consent, modification (including extensions), waiver or indulgence or any other matter
or thing, the granting of which is within the Master Servicer’s or such Special Servicer’s, as the case may be, discretion
pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan or Companion Loan and is permitted by
the terms of this Agreement, require that such Mortgagor pay to the Master Servicer or such Special Servicer, as the case may
be, as additional servicing compensation, a reasonable or customary fee, for the additional services performed in connection with
such request; provided that the charging of such fee is not a “significant modification” of the Mortgage Loan
or Trust Subordinate Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


 






    -302-


     


    

 


(f)          
All modifications (including extensions), waivers and amendments of the Mortgage Loans and Companion Loans entered into pursuant
to this Section 3.18 shall be in writing, signed by the Master Servicer or the applicable Special Servicer, as the
case may be, and the related Mortgagor (and by any guarantor of the related Mortgage Loan or Trust Subordinate Companion Loan,
if such guarantor’s signature is required by the applicable Special Servicer in accordance with the Servicing Standard).


 


(g)         
With respect to any modification, waiver or amendment for which it is responsible for processing pursuant to Section 3.18
hereof, the applicable Special Servicer shall notify the Master Servicer, the Trustee, the Certificate Administrator, the
Directing Holder (other than (i) following the occurrence of a Consultation Termination Event and (ii) and with respect
to an applicable Excluded Loan), the Risk Retention Consultation Parties (other than with respect to any applicable Excluded Loan),
the applicable Companion Holder (unless, with respect to the holder of a Trust Subordinate Companion Loan, a SOMA Teleco Office
Control Appraisal Period or an Amazon Seattle Control Appraisal Period, as applicable, is continuing), the Operating Advisor (only
if a Control Termination Event is continuing) and the 17g-5 Information Provider (which shall promptly post such notice on
the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) in writing of any modification,
waiver or amendment (in each case, after it is finalized and executed) of any term of any Mortgage Loan or Companion Loan that
is modified, waived or amended and the date thereof. With respect to any modification, waiver or amendment (in each case, after
it is finalized and executed) for which it is responsible for processing pursuant to Section 3.18 hereof, the Master
Servicer shall provide written notice of any such modification, waiver or amendment to the Trustee, the Certificate Administrator,
the applicable Special Servicer (and such Special Servicer shall forward such notice to the Directing Holder (other than following
the occurrence of a Consultation Termination Event and with respect to an applicable Excluded Loan), the Risk Retention Consultation
Parties (other than with respect to an applicable Excluded Loan), the applicable Companion Holder (unless, with respect to the
holder of a Trust Subordinate Companion Loan, a SOMA Teleco Office Control Appraisal Period or an Amazon Seattle Control Appraisal
Period, as applicable, is continuing) and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5
Information Provider’s Website in accordance with Section 3.13(c))). The party responsible for delivering notice
shall deliver to the Custodian with a copy to the Master Servicer (if such notice is being delivered by the applicable Special
Servicer) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver
or amendment, promptly (and in any event within ten (10) Business Days) following the execution thereof, with a copy to the applicable
Companion Holder, if any. Following receipt of the Master Servicer’s or the applicable Special Servicer’s, as the
case may be, delivery of the aforesaid modification, waiver or amendment to the Certificate Administrator, the Certificate Administrator
shall forward a copy thereof to each Holder of a Certificate (other than the Class R or Class S Certificates) upon request.
With respect to the processing of any modification, waiver or consent related to any Mortgagor incurring additional secured debt
or mezzanine debt, the applicable Special Servicer (if such Special Servicer processes such modification, waiver or consent pursuant
to Section 3.18(a)) or the Master Servicer (if the Master Servicer processes such modification, waiver or consent
pursuant to Section 3.18(a)) shall, on or before the later of (i) 3:00 p.m. on the related Master Servicer Remittance
Date and (ii) five (5) Business Days immediately following the Master Servicer or the applicable Special Servicer, as the
case may be, obtaining actual knowledge of the incurrence of such additional secured debt or mezzanine


 



    -303-


     


    

 


 debt, deliver notice of
the Mortgagor’s incurrence of such debt, substantially in the form of Exhibit KK, to cts.sec.notifications@wellsfargo.com.
The notice contemplated in the preceding sentence shall set forth, to the extent the applicable Special Servicer or Master Servicer,
as the case may be, has the requisite information or can reasonably obtain such information, (1) the amount of additional secured
debt that was incurred in the related Collection Period, (2) the total debt service coverage ratio calculated on the basis of
such Mortgage Loan and additional secured debt, and (3) the aggregate LTV Ratio calculated on the basis of such Mortgage Loan
and additional secured debt. In the event that either (i) the CREFC® Investor Reporting Package is amended to include
such information set forth above, in a manner reasonably acceptable to the Master Servicer, the applicable Special Servicer and
Certificate Administrator, as applicable, and the Master Servicer confirms with the Certificate Administrator that such amended
CREFC® Investor Reporting Package enables the Certificate Administrator to include such information on Form 10-D
in a manner reasonably acceptable to the Certificate Administrator, or (ii) the Trust is no longer subject to the Exchange Act,
the additional report in the form of Exhibit KK shall no longer be required hereunder. From time to time, the Master
Servicer, the applicable Special Servicer and Certificate Administrator may agree on a different delivery time and format for
the information set forth in this paragraph.


 


(h)         
(i) Subject to the consent rights and processes set forth in Section 6.08 with respect to Major Decisions, the Master
Servicer shall process all defeasances of Mortgage Loans (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loan
in accordance with the terms of the related Mortgage Loan documents, and shall be entitled to any defeasance fees paid relating
thereto (provided that for the avoidance of doubt, any such defeasance fee shall not include the applicable Special Servicer’s
portion of any Modification Fees or waiver fees in connection with a defeasance that the applicable Special Servicer is entitled
to under this Agreement). Notwithstanding the foregoing, the Master Servicer shall not permit (or, with regard to any Non-Serviced
Mortgage Loan, take any act in furtherance of) the substitution of any Mortgaged Property pursuant to the defeasance provisions
of any Mortgage Loan or a Serviced Whole Loan unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii)
and the Master Servicer has received (i) replacement collateral consisting of government securities within the meaning of
Treasury Regulations Section 1.860G-2(a)(8)(ii), which satisfies the requirements of the applicable Mortgage Loan documents,
in an amount sufficient to make all scheduled payments under the related Mortgage Loan or Trust Subordinate Companion Loan (or
defeased portion thereof) when due, (ii) a certificate of an Independent certified public accountant to the effect that such
substituted property will provide cash flows sufficient to meet all payments of interest and principal (including payments at
maturity) on such Mortgage Loan or Serviced Whole Loan in compliance with the requirements of the terms of the related Mortgage
Loan documents and, if applicable, Companion Loan documents, (iii) one or more Opinions of Counsel (at the expense of the
related Mortgagor) to the effect that the Trustee, on behalf of the Trust, will have a first priority perfected security interest
in such substituted Mortgaged Property; provided, however, that, to the extent consistent with the related Mortgage
Loan documents and, if applicable, Companion Loan documents, the related Mortgagor shall pay the cost of any such opinion as a
condition to granting such defeasance, (iv) to the extent consistent with the related Mortgage Loan documents and, if applicable,
Companion Loan documents, the Mortgagor shall establish a single purpose entity to act as a successor Mortgagor, if so required
by the Rating Agencies, (v) to the extent permissible under the related Mortgage Loan documents and, if applicable, Companion
Loan


 



    -304-


     


    

 


documents the Master Servicer shall use its reasonable efforts to require the related Mortgagor to pay all costs of such
defeasance, including but not limited to the cost of maintaining any successor Mortgagor, and (vi) to the extent permissible
under the Mortgage Loan documents and, if applicable, Companion Loan documents, the Master Servicer shall obtain, at the expense
of the related Mortgagor, Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan, a Companion
Loan Rating Agency Confirmations from each Companion Loan Rating Agency; provided, further, however, that
no such confirmation from any Rating Agency or Companion Loan Rating Agency shall be required to the extent that the Master Servicer
has delivered a defeasance certificate substantially in the form of Exhibit U hereto for any Mortgage Loan or Trust
Subordinate Companion Loan that (together with any Mortgage Loans cross-collateralized with such Mortgage Loans) is: (i) a
Mortgage Loan with a Cut-off Date Principal Balance less than $35,000,000, (ii) a Mortgage Loan that represents less
than 5% of the aggregate Cut-off Date Principal Balance of all Mortgage Loans, and (iii) a Mortgage Loan that is not
one of the ten largest Mortgage Loans by Stated Principal Balance. Notwithstanding the foregoing, in the event that requiring
the Mortgagor to pay for the items specified in clauses (ii), (iv) and (v) in the preceding sentence
would be inconsistent with the related Mortgage Loan documents, such reasonable costs shall be paid by the related Mortgage Loan
Seller as and to the extent set forth in the applicable Mortgage Loan Purchase Agreement.


 


(i)           
Notwithstanding anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents, to the
contrary, the Master Servicer may permit the substitution of “government securities,” within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) for any Mortgaged
Property pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or any portion thereof),
in lieu of the defeasance collateral specified in the related Mortgage Loan documents or Serviced Whole Loan documents, as applicable;
provided that such substitution is consistent with the Servicing Standard and the Master Servicer (subject to the applicable
Special Servicer’s processing and/or consent rights pursuant to Section 3.20(a) with respect to any such action
that constitutes a Special Servicer Major Decision or Special Servicer Non-Major Decision) reasonably determines that allowing
their use would not cause a default or event of default to become reasonably foreseeable and the Master Servicer receives an Opinion
of Counsel (at the expense of the Mortgagor to the extent permitted under the Mortgage Loan documents and, if applicable, Companion
Loan documents or otherwise as a Trust Fund expense) to the effect that such use would not be and would not constitute a “significant
modification” of such Mortgage Loan, or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b) and
would not otherwise constitute an Adverse REMIC Event with respect to any Trust REMIC or cause the Grantor Trust to fail to qualify
as a grantor trust or result in the imposition of a tax upon the Grantor Trust or the Trust; and provided, further,
that the requirements set forth in Section 3.18(h) (including receipt of any Rating Agency Confirmation) are satisfied;
and provided, further, that such securities are backed by the full faith and credit of the United States government,
or the Master Servicer shall obtain Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan,
a Companion Loan Rating Agency Confirmations from each Companion Loan Rating Agency.


 


Notwithstanding
the foregoing, with respect to the Mortgage Loans identified on Exhibit VV that are subject to defeasance, the related
Mortgage Loan Seller has transferred to a


 



    -305-


     


    

 


third party or has retained on behalf of itself or an Affiliate the right to establish
or designate the successor borrower and/or to purchase or cause to be purchased the related defeasance collateral (any such right
or obligation, the “Retained Defeasance Rights and Obligations”). In the event the Master Servicer receives
notice of a defeasance request with respect to a Mortgage Loan, which such Mortgage Loan provides for Retained Defeasance Rights
and Obligations in the related Mortgage Loan documents, the Master Servicer shall provide, within five (5) Business Days of receipt
of such notice, written notice of such defeasance request to the related Mortgage Loan Seller. Until such time as the related
Mortgage Loan Seller provides the Master Servicer with written notice to the contrary, the notice of a defeasance of a Mortgage
Loan with Retained Defeasance Rights and Obligations shall be delivered to the related Mortgage Loan Seller at its address for
notices set forth in Section 13.05 below. With respect to any Mortgage Loan that is subject to defeasance, if the
successor borrower is not designated or formed by the related Mortgage Loan Seller or any Affiliate or successor thereto, the
successor borrower shall be reasonably acceptable to the Master Servicer in accordance with the Servicing Standard.


 


(j)            
If required under the related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard,
the Master Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”), which shall
be Eligible Accounts, into which all payments received by the Master Servicer from any defeasance collateral substituted for any
Mortgaged Property shall be deposited and retained, and shall administer such Defeasance Accounts in accordance with the Mortgage
Loan or Companion Loan documents. Notwithstanding the foregoing, in no event shall the Master Servicer permit such amounts to
be maintained in the Defeasance Account for a period in excess of ninety (90) days, unless such amounts are reinvested by the
Master Servicer in “government securities,” within the meaning of Section 2(a)(16) of the Investment Company
Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii). To the extent not required or permitted
to be placed in a separate account, the Master Servicer shall deposit all payments received by it from defeasance collateral substituted
for any Mortgaged Property into the Collection Account and treat any such payments as payments made on the Mortgage Loan or Companion
Loan in advance of its Due Date in accordance with clause (a)(i) of the definition of “Pooled Available Funds”
or clause (a)(i) of the definition of “SOMA Teleco Office Available Funds” or clause (a)(i) of
the definition of “Amazon Seattle Available Funds” and not as a prepayment of the related Mortgage Loan or Companion
Loan. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer permit such amounts to be maintained
in the Collection Account for a period in excess of 365 days (or 366 days in the case of a leap year).


 


(k)            Notwithstanding anything to the contrary in this Agreement, neither the Master Servicer nor the applicable Special Servicer, as
applicable, shall, unless it has received Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole
Loan, a Companion Loan Rating Agency Confirmations from each Companion Loan Rating Agency (the cost of which shall be paid by
the related Mortgagor, if so allowed by the terms of the related loan documents and otherwise paid out of general collections)
grant or accept any consent, approval or direction regarding the termination of the related property manager or the designation
of any replacement property manager, with respect to any Mortgaged Property that secures a Mortgage Loan that (i) is one
of the ten largest Mortgage Loans a by Stated Principal Balance or (ii) has an unpaid principal balance that is at least
equal to five percent (5%) of the then aggregate principal balance of all Mortgage Loans or $35,000,000.


 






    -306-


     


    

 


(l)           
Notwithstanding anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment
in connection with any defeasance transaction contemplated in the second sentence of subsection (h) above, the applicable
Special Servicer shall not approve any such modification, waiver or amendment or consent thereto without first having received
a copy of an Opinion of Counsel addressed to the applicable Special Servicer and the Master Servicer that such modification, waiver,
consent or amendment will not cause an Adverse REMIC Event.


 


(m)          Neither the Master Servicer nor any Special Servicer shall enter into, or structure (including, without limitation, by way of
the application of credits, discounts, forgiveness or otherwise), any modification, waiver, amendment, work-out, consent or approval
with respect to any Mortgage Loan in a manner that would be inconsistent with the allocation and payment priorities set forth
in Section 3.02(b) hereof or in the related Co-Lender Agreement.


 


Section 3.19         
Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report. (a)  Upon
determining that a Special Servicing Transfer Event has occurred with respect to any Mortgage Loan (other than any Non-Serviced
Mortgage Loan), Serviced Companion Loan, the Master Servicer or the applicable Special Servicer, as the case may be, shall promptly
give notice to the Master Servicer or the applicable Special Servicer, as the case may be, the Operating Advisor and ((i) prior
to the occurrence of a Consultation Termination Event and (ii) other than with respect to any applicable Excluded Loan) the
Directing Holder thereof, and the Master Servicer shall deliver the related Mortgage File and Servicing File to the applicable
Special Servicer and concurrently provide a copy of such Servicing File, exclusive of all Privileged Communications, to the Operating
Advisor. The Master Servicer shall use its reasonable efforts to provide the applicable Special Servicer with all information,
documents and records (including the names and contact information of the Companion Holders, records stored electronically on
computer tapes, magnetic discs and the like) relating to such Mortgage Loan and, if applicable, the related Serviced Companion
Loan, either in the Master Servicer’s possession or otherwise available to the Master Servicer without undue burden or expense,
and reasonably requested by the applicable Special Servicer to enable it to assume its functions hereunder with respect thereto.
The Master Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the
occurrence of each related Special Servicing Transfer Event (or, in the case of clauses (viii), (ix) or (x)
of the definition of Special Servicing Transfer Event, within five (5) Business Days of receiving notice from the applicable
Special Servicer of such Special Servicing Transfer Event when such Special Servicer makes the determination) and in any event
shall continue to act as Master Servicer and administrator of such Mortgage Loan and, if applicable, the related Serviced Companion
Loan until such Special Servicer has commenced the servicing of such Mortgage Loan and, if applicable, the related Serviced Companion
Loan. The Master Servicer shall deliver to the Trustee, the Certificate Administrator, the Operating Advisor, any related Serviced
Companion Noteholder, and ((i) prior to the occurrence of a Consultation Termination Event or (ii) other than with respect to
any applicable Excluded Loan) the Directing Holder, a copy of the notice of such Special Servicing Transfer Event provided by
the Master Servicer to the applicable Special Servicer, or by the applicable Special Servicer to the Master Servicer, pursuant
to this Section 3.19. Prior to the occurrence of a Consultation Termination Event, the Certificate Administrator shall
deliver to each Controlling Class Certificateholder a copy of the


 



    -307-


     


    

 


notice of such Special Servicing Transfer Event provided by
the Master Servicer pursuant to this Section 3.19.


 


Upon
determining that a Specially Serviced Mortgage Loan (other than an REO Loan) has become current and has remained current for three
consecutive Periodic Payments (provided that (i) no additional Special Servicing Transfer Event is foreseeable in
the reasonable judgment of the applicable Special Servicer, and (ii) for such purposes taking into account any modification
or amendment of such Mortgage Loan and, if applicable, the related Companion Loan), and that no other Special Servicing Transfer
Event is continuing with respect thereto, the applicable Special Servicer shall promptly give notice thereof to the Master Servicer,
the Operating Advisor, the related Serviced Companion Noteholder (unless with respect to a Serviced Subordinate Companion Loan
an AB Control Appraisal Period has occurred) and ((i) prior to the occurrence of a Consultation Termination Event and (ii) other
than with respect to any applicable Excluded Loan) the Directing Holder and shall return the related Mortgage File and Servicing
File to the Master Servicer (or copies thereof if copies only were delivered to the applicable Special Servicer) and upon giving
such notice, and returning such Mortgage File and Servicing File to the Master Servicer, such Special Servicer’s obligation
to service such Corrected Loan shall terminate and the obligations of the Master Servicer to service and administer such Mortgage
Loan and, if applicable, the related Companion Loan shall recommence.


 


(b)           In servicing any Specially Serviced Mortgage Loan and Serviced Companion Loans, the applicable Special Servicer will provide to
the Custodian originals of documents included within the definition of “Mortgage File” for inclusion in the related
Mortgage File to the extent within its possession (with a copy of each such original to the Master Servicer), and provide the
Master Servicer with copies of any additional related Mortgage Loan, Serviced Companion Loan information including correspondence
with the related Mortgagor.


 


(c)           
Notwithstanding the provisions of Section 3.12(c), the Master Servicer shall maintain ongoing payment records with
respect to each of the applicable Specially Serviced Mortgage Loans, Serviced Companion Loans and REO Properties (other than with
respect to a Non-Serviced Mortgage Loan) and shall provide such Special Servicer with any information in its possession with
respect to such records to enable the applicable Special Servicer to perform its duties under this Agreement; provided
that this statement shall not be construed to require the Master Servicer to produce any additional reports.


 


(d)           Upon the earlier of (i) sixty (60) days after a Special Servicing Transfer Event for a Mortgage Loan (other than a Non-Serviced
Mortgage Loan) and, if applicable, the related Companion Loan, and (ii) prior to taking action with respect to any Major
Decision (or making a determination not to take action with respect to a Major Decision) with respect to a Specially Serviced
Mortgage Loan, the applicable Special Servicer shall deliver in electronic format a report (the “Asset Status Report”)
with respect to such Mortgage Loan and related Companion Loan, if applicable, and the related Mortgaged Property (the “Initial
Delivery Date”) and shall prepare one or more additional Asset Status Reports with respect to any such Specially Serviced
Mortgage Loan subsequent to the issuance of a Final Asset Status Report to the extent that during the course of the resolution
of such Specially Serviced Mortgage Loan changes in strategy reflected in the initial Asset Status Report (or subsequent Final
Asset Status Report) are


 



    -308-


     


    

 


necessary to reflect the then current recommendation as to how the Specially Serviced Mortgage Loan might
be returned to performing status or otherwise liquidated in accordance with the Servicing Standard (each such report a “Subsequent
Asset Status Report”). Each Asset Status Report shall be delivered in electronic form to the Master Servicer, the Directing
Holder (but only with respect to any Mortgage Loan or Trust Subordinate Companion Loan, as applicable, other than any applicable
Excluded Loan for so long as no Consultation Termination Event is continuing), the Risk Retention Consultation Parties (but only
with respect to any Mortgage Loan or Trust Subordinate Companion Loan, as applicable, other than an applicable Excluded Loan),
the Operating Advisor (but only for so long as an Operating Advisor Consultation Event is continuing), with respect to any related
Serviced Companion Loan, to the extent such Serviced Companion Loan has been included in a securitization transaction, to the
master servicer of such securitization into which such Serviced Companion Loan has been sold or, to the extent such Serviced Companion
Loan has not been included in a securitization transaction, to the holder of such Serviced Companion Loan, and the 17g-5 Information
Provider (which shall promptly post such report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)).
Such Asset Status Report shall set forth the following information to the extent reasonably determinable based on the information
that was delivered to the applicable Special Servicer in connection with the transfer of servicing pursuant to the Special Servicing
Transfer Event:


 


(i)       summary of the status of such Specially Serviced Mortgage Loan and any negotiations with the related Mortgagor;


 


(ii)      a discussion of the legal and environmental considerations reasonably known to the applicable Special Servicer, consistent with
the Servicing Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties
or other collateral for the related Mortgage Loan (and any related Serviced Companion Loan) and whether outside legal counsel
has been retained;


 


(iii)     the most current rent roll and income or operating statement available for the related Mortgaged Property;


 


(iv)     (A) the applicable Special Servicer’s recommendations on how such Specially Serviced Mortgage Loan might be returned to
performing status (including the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned
to the Master Servicer for regular servicing or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO
Property), (B) a description of any such proposed or taken actions, and (C) the alternative courses of action that were or are
being considered by the applicable Special Servicer in connection with the proposed or taken actions;


 


(v)      the status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Mortgage Loan, any
proposed workouts and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional
defaults under the related Mortgage Loan or Serviced Whole Loan;


 






    -309-


     


    

 


(vi)     a description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights
lease, if applicable) or franchise agreement;


 


(vii)    the decision that the applicable Special Servicer made, or intends or proposes to make, including a narrative analysis setting
forth such Special Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 


(viii)   an analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value
basis than not taking such action, setting forth (x) the basis on which the applicable Special Servicer made such determination
and (y) the net present value calculation and all related assumptions;


 


(ix)     the Appraised Value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property) together
with a description of any adjustments to the valuation of such Mortgaged Property made by the applicable Special Servicer together
with an explanation of those adjustments; and


 


(x)      such other information as the applicable Special Servicer deems relevant in light of the Servicing Standard.


 


A
summary of each Final Asset Status Report shall be provided to the Certificate Administrator and the Trustee.


 


If
within ten (10) Business Days of receiving an Asset Status Report, the Directing Holder does not disapprove such Asset Status
Report in writing or if the applicable Special Servicer makes a determination, in accordance with the Servicing Standard that
the disapproval by the Directing Holder (communicated to the applicable Special Servicer within ten (10) Business Days) is not
in the best interest of all the Certificateholders and the Pooled RR Interest Owner (taken as a collective whole), such Special
Servicer shall implement the recommended action as outlined in such Asset Status Report; provided, however, that
such Special Servicer may not take any action that is contrary to applicable law, the Servicing Standard or the terms of the applicable
Mortgage Loan documents. If, with respect to any Mortgage Loan other than an applicable Excluded Loan, prior to the occurrence
and continuance of any Control Termination Event, the Directing Holder disapproves such Asset Status Report within ten (10) Business
Days of receipt and the applicable Special Servicer has not made the affirmative determination described above, such Special Servicer
shall revise such Asset Status Report and deliver a new Asset Status Report as soon as practicable, but in no event later than
thirty (30) days after such disapproval, to the Master Servicer, the Trustee, the Certificate Administrator, the Directing Holder
(prior to the occurrence of a Consultation Termination Event), the Operating Advisor and the 17g-5 Information Provider (which
shall promptly post such report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)).
With respect to any Mortgage Loan other than an applicable Excluded Loan, prior to the occurrence and continuance of any Control
Termination Event, the applicable Special Servicer shall revise such Asset Status Report as described above in this Section 3.19(c)
until the Directing Holder shall fail to disapprove such revised Asset Status Report in writing within ten (10) Business Days
of receiving such revised Asset Status Report or until the applicable Special


 



    -310-


     


    

 


Servicer makes a determination, in accordance with
the Servicing Standard, that the disapproval is not in the best interests of the Certificateholders and the Pooled RR Interest
Owner (taken as a collective whole); provided that, if the Directing Holder has not approved the Asset Status Report for
a period of sixty (60) Business Days following the first submission of an Asset Status Report, the applicable Special Servicer
may act upon the most recently submitted form of Asset Status Report, if consistent with the applicable Servicing Standard; provided,
however, that such Asset Status Report does not, and is not intended to be, a substitute for the approvals that are specifically
required pursuant to Section 6.08. The procedures described in this paragraph are collectively referred to as the
“Directing Holder Approval Process”. The applicable Special Servicer may, from time to time, modify any Asset
Status Report it has previously delivered and implement such report; provided that such report shall have been prepared,
reviewed and not rejected pursuant to the terms of this Section 3.19(c). Notwithstanding anything herein to the contrary,
with respect to any applicable Excluded Loan related to the Controlling Class Representative, SOMA Teleco Office Controlling Class
Representative or Amazon Seattle Controlling Class Representative, as applicable (regardless of whether an Operating Advisor Consultation
Event has occurred and is continuing), the Master Servicer, the applicable Special Servicer or the related Excluded Special Servicer,
as applicable, shall consult with the Operating Advisor, on a non-binding basis, in connection with an Asset Status Report for
an applicable Excluded Loan which includes a Major Decisions that it is processing and consider alternative actions recommended
by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting
with the Operating Advisor.


 


No
direction or disapproval of the Directing Holder hereunder or under a related Co-Lender Agreement or failure of the Directing
Holder to consent to or approve (including any deemed consents or approvals) any request of the applicable Special Servicer, shall
(a) require or cause the applicable Special Servicer to violate the terms of a Specially Serviced Mortgage Loan, applicable
law or any provision of this Agreement, including the applicable Special Servicer’s obligation to act in accordance with
the Servicing Standard and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust,
or (b) result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under
the REMIC Provisions, or (c) expose the Master Servicer, the applicable Special Servicer, the Depositor, the Operating Advisor,
the Mortgage Loan Sellers, the Trust, the Trustee, the Certificate Administrator or their respective officers, directors, members,
employees or agents to any claim, suit or liability or (d) materially expand the scope of the applicable Special Servicer’s,
Trustee’s or the Master Servicer’s responsibilities under this Agreement.


 


Other
than during the continuance of an Operating Advisor Consultation Event, the applicable Special Servicer shall promptly deliver
each Final Asset Status Report to the Operating Advisor after the completion of the Directing Holder Approval Process. In addition,
the applicable Special Servicer shall notify the Operating Advisor of whether any Asset Status Report delivered to the Operating
Advisor is a Final Asset Status Report, which notification may be satisfied by (i) delivery of an Asset Status Report that is
either signed by the Directing Holder or that otherwise includes an indication that such Asset Status Report is deemed approved
due to the passage of any required consent or consultation time period or (ii) such other method as reasonably agreed to by the
Operating Advisor and the applicable Special Servicer.


 






    -311-


     


    

 


While
an Operating Advisor Consultation Event is continuing, the Operating Advisor shall provide comments to the applicable Special
Servicer in respect of the Asset Status Report, if any, within ten (10) Business Days following the later of (i) receipt of such
Asset Status Report or (ii) receipt of such additional information reasonably requested by the Operating Advisor related thereto,
and propose possible alternative courses of action to the extent it determines such alternatives to be in the best interest of
the Certificateholders (including any Certificateholders that are Holders of the Controlling Class Certificates, Class ST-A Certificates
or Amazon Seattle Controlling Class Certificates, as applicable), the Pooled RR Interest Owner and the Companion Holders, as a
collective whole, as if such Certificateholders, Pooled RR Interest Owner and Companion Holders constituted a single lender. The
applicable Special Servicer shall consider such alternative courses of action, if any, and any other feedback provided by the
Operating Advisor (and if no Consultation Termination Event is continuing, the Directing Holder) in connection with the applicable
Special Servicer’s preparation of any Asset Status Report that is provided while an Operating Advisor Consultation Event
is continuing. The applicable Special Servicer may revise the Asset Status Report as it deems necessary to take into account any
input and/or comments from the Operating Advisor (and if no Consultation Termination Event has occurred, the Directing Holder),
to the extent the applicable Special Servicer determines that the Operating Advisor’s and/or Controlling Class Representative’s,
SOMA Teleco Office Controlling Class Representative’s or Amazon Seattle Controlling Class Representative’s, as applicable,
input and/or recommendations are consistent with the Servicing Standard and in the best interest of the Certificateholders and
the Pooled RR Interest Owner as a collective whole (or, with respect to a Serviced Whole Loan, the best interest of the Certificateholders,
the Pooled RR Interest Owner and the holder of the related Companion Loan, as a collective whole (taking into account the pari
passu or subordinate nature of such Companion Loan)). Promptly upon determining whether or not to revise any Asset Status
Report to take into account any input and/or comments from the Operating Advisor or the Directing Holder, the applicable Special
Servicer shall deliver to the Operating Advisor and the Directing Holder the revised Asset Status Report (until a Final Asset
Status Report is issued). The procedures described in this paragraph are collectively referred to as the “ASR Consultation
Process.”


 


During
the continuance of a Control Termination Event, the Directing Holder shall have no right to consent to any Asset Status Report
under this Section 3.19. During the continuance of a Control Termination Event but for so long as no Consultation
Termination Event is continuing, each of the Directing Holder (except with respect to any applicable Excluded Loan) and, during
the continuance of an Operating Advisor Consultation Event, the Operating Advisor, shall consult with the applicable Special Servicer
(in person or remotely via electronic, telephonic or other mutually agreeable communication) and propose alternative courses of
action and provide other feedback in respect of any Asset Status Report. After the occurrence of a Consultation Termination Event
(and at any time with respect to any applicable Excluded Loan), the Directing Holder (other than in its capacity as a Certificateholder)
shall have no right to receive any Asset Status Report or otherwise consult with the applicable Special Servicer with respect
to Asset Status Reports and the applicable Special Servicer shall send the Asset Status Report to the Operating Advisor and shall
only be obligated to consult with the Operating Advisor with respect to any Asset Status Report as described above. The applicable
Special Servicer may choose to revise the Asset Status Report as it deems reasonably necessary in accordance with the Servicing
Standard to take into account any input and/or


 



    -312-


     


    

 


recommendations of the Operating Advisor or the Directing Holder during the applicable
periods described above, but is under no obligation to follow any particular recommendation of the Operating Advisor or the Directing
Holder.


 


The
applicable Special Servicer shall implement the Final Asset Status Report.


 


Notwithstanding
the foregoing, with respect to a Serviced Subordinate Companion Loan, the applicable Special Servicer shall prepare an Asset Status
Report for any Serviced AB Whole Loan, upon it becoming a Specially Serviced Mortgage Loan pursuant to this Agreement and the
related Co-Lender Agreement and for so long as no AB Control Appraisal Period, SOMA Teleco Office Control Appraisal Period or
Amazon Seattle Control Appraisal Period, as applicable, is continuing, the Controlling Class Representative will have no approval
rights over any such Asset Status Report, and the consent or approval rights with respect to such Asset Status Report shall be
as set forth in the related Co-Lender Agreement.


 


(e)         
(i)  Upon receiving notice of the occurrence of the events described in clause (v) and (vii) of the
definition of Special Servicing Transfer Event (without regard to the 60-day or 30-day period, respectively, set forth
therein), the Master Servicer shall with reasonable promptness give notice thereof, and shall use its reasonable efforts to provide
the applicable Special Servicer with all information relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested
by such Special Servicer to enable it to negotiate with the related Mortgagor. The Master Servicer shall use its reasonable efforts
to comply with the preceding sentence within five (5) Business Days of the occurrence of each such event.


 


(ii)      During the continuance of a Control Termination Event, upon receiving notice of the occurrence of an event described in clause (iv)
or (x) of the definition of Special Servicing Transfer Event (without regard to the 60-day or 30-day period,
respectively, set forth therein), the Master Servicer shall deliver notice thereof to the Operating Advisor at the same time such
notice is provided to the applicable Special Servicer pursuant to clause (i) above.


 


(f)          
Prior to the occurrence and continuance of a Control Termination Event, no later than two (2) Business Days following the establishment
of a Final Asset Status Report with respect to any Specially Serviced Mortgage Loan (other than any applicable Excluded Loan),
the applicable Special Servicer shall deliver in electronic format to the Directing Holder a draft notice that will include a
draft summary of the Final Asset Status Report (which briefly summarizes such Final Asset Status Report, but shall not include
any Privileged Information) (and shall deliver each Asset Status Report with respect to an AB Mortgage Loan prior to the occurrence
and continuance of an AB Control Appraisal Period (to the extent approved by the related AB Whole Loan Controlling Holder), to
the Directing Holder). With respect to any Mortgage Loan other than an applicable Excluded Loan, if, prior to the occurrence and
continuance of a Control Termination Event, within five (5) Business Days of receipt of such draft summary, the Directing Holder
approves of, or does not disapprove of such draft summary, then the applicable Special Servicer shall deliver in electronic format
such notice and summary of the Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s
Website pursuant to Section 3.13(b). If the Directing Holder affirmatively disapproves of such summary in writing,
then within two (2) Business Days of receipt of such


 



    -313-


     


    

 


disapproval, the applicable Special Servicer shall revise the summary and
deliver such new summary to the Directing Holder until the Directing Holder approves such draft summary; provided, however,
that if the Directing Holder has not approved of the draft summary of the Final Asset Status Report within twenty (20) Business
Days of receipt of the initial draft summary of the Final Asset Status Report, then the most recent draft summary of the Final
Asset Status Report delivered by the applicable Special Servicer prior to such 20th Business Day shall be deemed to be the final
summary of the Final Asset Status Report; provided, further, however, that if at any time the applicable
Special Servicer determines that any affirmative disapproval of such draft summary by the Directing Holder is not in the best
interest of all the Certificateholders and the Pooled RR Interest Owner pursuant to the Servicing Standard, the applicable Special
Servicer shall deliver in electronic format such notice and summary of the Final Asset Status Report to the Certificate Administrator
for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b) notwithstanding such disapproval.
The applicable Special Servicer shall promptly deliver (but in any event no later than two (2) Business Days following its completion)
a copy of each Final Asset Status Report to the Operating Advisor. The applicable Special Servicer shall prepare a summary of
any Final Asset Status Report related to any Serviced AB Whole Loan for which the related holder of an AB Subordinate Companion
Loan is not subject to an AB Control Appraisal Period, which Final Asset Status Report has been approved or deemed approved by
the holder of the related AB Subordinate Companion Loan in accordance with the related Co-Lender Agreement (to the extent such
Co-Lender Agreement requires such approval or deemed approval), and deliver in electronic format notice of such final Asset Status
Report and the summary of such Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s
Website pursuant to Section 3.13(b).


 


(g)         
No provision of this Section 3.19 shall require a Special Servicer to take or refrain from taking any action because
of any proposal, objection or comment by the Operating Advisor or, during the continuance of a Control Termination Event, the
Directing Holder, or a recommendation of the Operating Advisor or, during the continuance of a Control Termination Event, the
Directing Holder.


 


Section 3.20         
Sub-Servicing Agreements. (a)  The Master Servicer may
enter into Sub-Servicing Agreements to provide for the performance by third parties of any or all of its respective obligations
hereunder; provided that the Sub-Servicing Agreement as amended or modified: (i) is consistent with this Agreement in
all material respects and requires the Sub-Servicer to comply with all of the applicable conditions of this Agreement; (ii) provides
that if the Master Servicer, shall for any reason no longer act in such capacity hereunder (including, without limitation, by
reason of a Servicer Termination Event), the Trustee or any successor master servicer shall thereupon assume all of the rights
and, except to the extent they arose prior to the date of assumption, obligations of such party under such agreement, or, alternatively,
may act in accordance with Section 7.02 hereof under the circumstances described therein (subject to Section 3.20(g)
hereof); (iii) provides that the Trustee (for the benefit of the Certificateholders, the Pooled RR Interest Owner and
the related Companion Holder (if applicable)) and the Trustee (as holder of the Lower-Tier Regular Interests) shall be a third-party
beneficiary under such Sub-Servicing Agreement, but that (except to the extent the Trustee or its designee assumes the obligations
of such party thereunder as contemplated by the immediately preceding clause (ii)) none of the Trust, the Trustee, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Master Servicer, as applicable, any successor
master servicer or


 



    -314-


     


    

 


any Certificateholder or the Pooled RR Interest Owner (or the related Companion Holder, if applicable) shall
have any duties under such Sub-Servicing Agreement or any liabilities arising therefrom; (iv) permits any purchaser of
a Mortgage Loan or Trust Subordinate Companion Loan pursuant to this Agreement to terminate such Sub-Servicing Agreement with
respect to such purchased Mortgage Loan or Trust Subordinate Companion Loan at its option and without penalty; provided, however,
that the Initial Sub-Servicing Agreements may only be terminated by the Trustee or its designees as contemplated by Section 3.20(g)
hereof and in such additional manner and by such other Persons as is provided in such Sub-Servicing Agreement; (v) does
not permit the Sub-Servicer any direct rights of indemnification that may be satisfied out of assets of the Trust; (vi) does
not permit the Sub-Servicer to modify any Mortgage Loan or Trust Subordinate Companion Loan unless and to the extent the Master
Servicer is permitted hereunder to modify such Mortgage Loan or Trust Subordinate Companion Loan; (vii) with respect to any Sub-Servicing
Agreement entered into after the Closing Date, if such Sub-Servicer is a Servicing Function Participant or an Additional Servicer,
such Sub-Servicer, at the time the related Sub-Servicing Agreement is entered into, is not a Prohibited Party and (viii) provides
that the Sub-Servicer shall be in default under the related Sub-Servicing Agreement and such Sub-Servicing Agreement
shall be terminated (following the expiration of any applicable grace period) if the Sub-Servicer fails (A) to deliver
by the due date any Exchange Act reporting items required to be delivered to the Master Servicer under ARTICLE XI or under
the Sub-Servicing Agreement or to the master servicer under any other pooling and servicing agreement that the Depositor is
a party to, (B) to perform in any material respect any of its covenants or obligations contained in the Sub-Servicing
Agreement regarding creating, obtaining or delivering any Exchange Act reporting items required for any party to this Agreement
to perform its obligations under ARTICLE XI or under the Exchange Act reporting items required under any other pooling
and servicing agreement that the Depositor is a party to or (C) to perform other covenants and obligations set forth in such Sub-Servicing
Agreement in accordance with the terms of such Sub-Servicing Agreement. Any successor master servicer hereunder shall, upon becoming
successor master servicer be assigned and may assume any Sub-Servicing Agreements from the predecessor Master Servicer (subject
to Section 3.20(g) hereof). In addition, each Sub-Servicing Agreement entered into by the Master Servicer may
but need not provide that the obligations of the Sub-Servicer thereunder may terminate with respect to any Mortgage Loan or
Trust Subordinate Companion Loan serviced thereunder at the time such Mortgage Loan or Trust Subordinate Companion Loan becomes
a Specially Serviced Mortgage Loan; provided, however, that the Sub-Servicing Agreement may provide (if the Sub-Servicing
Agreement provides for Advances by the Sub-Servicer, although it need not so provide) that the Sub-Servicer will continue
to make all Advances and calculations and prepare all reports required under the Sub-Servicing Agreement with respect to Specially
Serviced Mortgage Loans and continue to collect its Primary Servicing Fees as if no Special Servicing Transfer Event had occurred
and with respect to REO Properties (and the related REO Loans) as if no REO Acquisition had occurred and to render such incidental
services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for in such Sub-Servicing
Agreement. The Master Servicer shall deliver to the Trustee copies of all Sub-Servicing Agreements, and any amendments thereto
and modifications thereof, entered into by it, in each case promptly upon its execution and delivery of such documents. References
in this Agreement to actions taken or to be taken by the Master Servicer include actions taken or to be taken by a Sub-Servicer
on behalf of the Master Servicer; and, in connection therewith, all amounts advanced by any Sub-Servicer


 



    -315-


     


    

 


(if the Sub-Servicing
Agreement provides for Advances by the Sub-Servicer, although it need not so provide) to satisfy the obligations of the Master
Servicer hereunder to make Advances shall be deemed to have been advanced by the Master Servicer out of its own funds and, accordingly,
in such event, such Advances shall be recoverable by such Sub-Servicer in the same manner and out of the same funds as if
such Sub-Servicer were the Master Servicer, and, for so long as they are outstanding, such Advances shall accrue interest
in accordance with Section 3.03(d), such interest to be allocable between the Master Servicer and such Sub-Servicer
as may be provided (if at all) pursuant to the terms of the Sub-Servicing Agreement. For purposes of this Agreement, the Master
Servicer shall be deemed to have received any payment when a Sub-Servicer retained by it receives such payment. The Master
Servicer shall notify the applicable Special Servicer, the Trustee and the Depositor (and such Special Servicer shall notify the
Operating Advisor) in writing promptly of the appointment by it of any Sub-Servicer, except that the Master Servicer need
not provide such notice as to the Initial Sub-Servicing Agreements.


 


(b)           Each Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties
it is to service are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability
of the related Mortgage Loans or Trust Subordinate Companion Loan or the compliance with its obligations under the Sub-Servicing
Agreement and the Master Servicer’s obligations under this Agreement.


 


(c)           
As part of its servicing activities hereunder, the Master Servicer for the benefit of the Trustee, the Certificateholders and
the Pooled RR Interest Owner, shall (at no expense to the Trustee, the Certificateholders, the Pooled RR Interest Owner or the
Trust) monitor the performance and enforce the obligations of each Sub-Servicer under the related Sub-Servicing Agreement,
except that the Master Servicer shall be required only to use reasonable efforts to cause any Initial Sub-Servicer to comply
with the requirements of ARTICLE XI hereof. Such enforcement, including, without limitation, the legal prosecution of claims,
termination of Sub-Servicing Agreements in accordance with their respective terms and the pursuit of other appropriate remedies,
shall be in such form and carried out to such an extent and at such time as is in accordance with the Servicing Standard. The
Master Servicer shall have the right to remove a Sub-Servicer retained by it (other than any Sub-Servicer retained by it at
the request of a Mortgage Loan Seller, which is only removable for cause) at any time it considers removal to be in the best interests
of Certificateholders and the Pooled RR Interest Owner in accordance with the terms of the related Sub-Servicing Agreement.


 


(d)           In the event the Trustee or its designee becomes successor master servicer and assumes the rights and obligations of the Master
Servicer under any Sub-Servicing Agreement, the Master Servicer, at its expense, shall deliver to the assuming party all documents
and records relating to such Sub-Servicing Agreement and the Mortgage Loans and, if applicable, the Companion Loans then being
serviced thereunder and an accounting of amounts collected and held on behalf of it thereunder, and otherwise use reasonable efforts
to effect the orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.


 


(e)           
Notwithstanding the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent provided
in ARTICLE XI with respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the Master Servicer
shall remain obligated and responsible to the Trustee, the applicable Special Servicer, holders of the Companion Loans


 



    -316-


     


    

 


 serviced
hereunder, the Certificateholders and the Pooled RR Interest Owner for the performance of its obligations and duties under this
Agreement in accordance with the provisions hereof to the same extent and under the same terms and conditions as if it alone were
servicing and administering the Mortgage Loans or Trust Subordinate Companion Loans for which it is responsible, and the Master
Servicer shall pay the fees of any Sub-Servicer thereunder as and when due from its own funds. In no event shall the Trust
bear any termination fee required to be paid to any Sub-Servicer as a result of such Sub-Servicer’s termination
under any Sub-Servicing Agreement.


 


(f)          
The Trustee, upon the request of the Master Servicer, shall furnish to any Sub-Servicer any documents necessary or appropriate
to enable such Sub-Servicer to carry out its servicing and administrative duties under any Sub-Servicing Agreement.


 


(g)         
Each Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person becomes successor master servicer,
the Trustee or such successor master servicer shall have the right to terminate such Sub-Servicing Agreement with or without
cause and without a fee. Notwithstanding the foregoing or any other contrary provision in this Agreement, the Trustee and any
successor master servicer shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s
rights and obligations under the Initial Sub-Servicing Agreement shall expressly survive a termination of the Master Servicer’s
servicing rights under this Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in
accordance with its provisions; (ii) any successor master servicer, including, without limitation, the Trustee (if it assumes
the servicing obligations of the Master Servicer) shall be deemed to automatically assume and agree to the then-current Initial
Sub-Servicing Agreement without further action upon becoming the successor master servicer and (iii) this Agreement may
not be modified in any manner which would increase the obligations or limit the rights of the Initial Sub-Servicer hereunder
and/or under the Initial Sub-Servicing Agreement, without the prior written consent of the Initial Sub-Servicer (which
consent shall not be unreasonably withheld).


 


(h)          
With respect to a Mortgage Loan or Trust Subordinate Companion Loan subject to a Sub-Servicing Agreement with the Master Servicer,
the applicable Special Servicer shall, upon request (such request to be made reasonably in advance as appropriate to the circumstances
surrounding such request) of the related Sub-Servicer, reasonably cooperate in delivering reports and information, including
remittance information, and affording access to information to the related Sub-Servicer that would be required to be delivered
or afforded, as the case may be, to the Master Servicer pursuant to the terms hereof.


 


(i)           
Notwithstanding anything to the contrary herein, no Sub-Servicer shall be permitted under any Sub-Servicing Agreement
to make material servicing decisions, such as loan modifications or determinations as to the manner or timing of enforcing remedies
under the Mortgage Loan documents without the consent of the Master Servicer. The Master Servicer’s consent may also be
required for certain other servicing decisions as provided in the related Sub-Servicing Agreement.


 


(j)           
Notwithstanding anything herein, each of the initial Master Servicer and the initial Special Servicers may delegate certain of
its duties and obligations hereunder to an


 



    -317-


     


    

 


Affiliate of the Master Servicer or applicable Special Servicer, as applicable. Such
delegation shall not be considered a sub-servicing agreement hereunder, and the requirements and obligations set forth herein
applicable to sub-servicing agreements, sub-servicers or Servicing Function Participants shall not be applicable to such arrangement.
Notwithstanding any such delegation, the Master Servicer and the applicable Special Servicer shall remain obligated and liable
for the performance of their respective obligations and duties under this Agreement in accordance with the provisions hereof to
the same extent and under the same terms and conditions as if each alone were servicing and administering the Mortgage Loan as
required hereby.


 


Section 3.21         
Interest Reserve Account. (a)  On the Master Servicer Remittance
Date occurring in each February and in any January that occurs in a year that is not a leap year (in each case, unless the related
Distribution Date is the final Distribution Date), the Certificate Administrator, in respect of the Actual/360 Mortgage Loans,
shall deposit into the Interest Reserve Account, an amount equal to one (1) day’s interest on the Stated Principal Balance
of the Actual/360 Mortgage Loans as of the Due Date occurring in the month preceding the month in which Master Servicer Remittance
Date occurs at the related Net Mortgage Rate, to the extent a full Periodic Payment or P&I Advance is made in respect thereof
(all amounts so deposited in any consecutive February and January, “Withheld Amounts”).


 


(b)           On each Master Servicer Remittance Date occurring in March (or February, if the related Distribution Date is the final Distribution
Date), the Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts
from the preceding January (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution
Account or the applicable Trust Subordinate Companion Loan REMIC Distribution Account, as applicable.


 


Section 3.22         
Directing Holder and Operating Advisor Contact with Master Servicer and Special Servicers. Within a reasonable time upon
request from the Directing Holder or the Operating Advisor, as applicable, and no more often than on a monthly basis, each of
the Master Servicer and the Special Servicers shall, without charge, make a knowledgeable Servicing Officer via telephone available
to verbally answer questions from (a) ((i) prior to the occurrence of a Consultation Termination Event and (ii) other than with
respect to any applicable Excluded Loan) the Directing Holder and (b) the Operating Advisor (with respect to the applicable Special
Servicer only), regarding the performance and servicing of the Mortgage Loans, the Trust Subordinate Companion Loan and/or REO
Properties for which the Master Servicer or the applicable Special Servicer, as the case may be, is responsible.


 


Section 3.23         
Controlling 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 Parties. (a)  Each Controlling Class Certificateholder,
SOMA Teleco Office Controlling Class Certificateholder and Amazon Seattle Controlling Class Certificateholder is hereby deemed
to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator and
to notify the Master Servicer, the Certificate Administrator, the applicable


 



    -318-


     


    

 


Special Servicer and the Operating Advisor of the
Transfer of any Certificate of a Controlling Class, SOMA Teleco Office Controlling Class or Amazon Seattle Controlling Class,
as applicable, by delivering a notice to each such Person substantially in the form of Exhibit MM attached hereto,
the selection of a Controlling Class Representative, SOMA Teleco Office Controlling Class Representative or Amazon Seattle Controlling
Class Representative, as applicable, or the resignation or removal thereof. The Controlling Class Representative, the SOMA Teleco
Office Controlling Class Representative and the Amazon Seattle Controlling Class Representative, as applicable, is hereby deemed
to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, the applicable Special Servicer, the
Certificate Administrator, the Trustee and the Operating Advisor when such Certificateholder is appointed Controlling Class Representative,
SOMA Teleco Office Controlling Class Representative or Amazon Seattle Controlling Class Representative, as applicable, and when
it is removed or resigns. To the extent there is only one Controlling Class Certificateholder, SOMA Teleco Office Controlling
Class Certificateholder or Amazon Seattle Controlling Class Certificateholder, as applicable, and it is also the applicable Special
Servicer, it shall be the Controlling Class Representative.


 


On
the Closing Date, the initial Controlling Class Representative, initial SOMA Teleco Office Controlling Class Representative and
initial Amazon Seattle Controlling Class Representative shall execute a certification substantially in the form of Exhibit P-1G
to this Agreement. Upon the resignation or removal of the existing Controlling Class Representative, SOMA Teleco Office Controlling
Class Representative or Amazon Seattle Controlling Class Representative, as applicable, any successor Controlling Class Representative,
SOMA Teleco Office Controlling Class Representative or Amazon Seattle Controlling Class Representative, as applicable, shall execute
and deliver to the parties to this Agreement a certification substantially in the form of Exhibit P-1G to this Agreement
prior to being recognized as the new Controlling Class Representative, SOMA Teleco Office Controlling Class Representative or
Amazon Seattle Controlling Class Representative, as applicable. On the Closing Date, each initial Risk Retention Consultation
Party shall execute a certification substantially in the form of Exhibit P-1H to this Agreement. Upon the resignation
or removal of any existing Risk Retention Consultation Party, any successor Risk Retention Consultation Party shall execute and
deliver to the parties to this Agreement a certification substantially in the form of Exhibit P-1H to this Agreement
prior to being recognized as the new Risk Retention Consultation Party.


 


Once
a Controlling Class Representative, SOMA Teleco Office Controlling Class Representative or Amazon Seattle Controlling Class Representative,
as applicable, has been selected, each of the Master Servicer, the applicable Special Servicer, the Depositor, the Trustee, the
Certificate Administrator, the Operating Advisor and each other applicable Certificateholder (or Certificate Owner, if applicable)
and the Pooled RR Interest Owner (in the case of the Controlling Class Representative) shall be entitled to rely on such selection
unless the Controlling Class Certificateholders, SOMA Teleco Office Controlling Class Certificateholder or Amazon Seattle Controlling
Class Certificateholders, as applicable, entitled to appoint the Controlling Class Representative, SOMA Teleco Office Controlling
Class Representative or Amazon Seattle Controlling Class Representative, as applicable, by Certificate Balance, or such Controlling
Class Representative, SOMA Teleco Office Controlling Class Representative or Amazon Seattle Controlling Class Representative,
as applicable, shall have notified the Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator,
the


 



    -319-


     


    

 


 Operating Advisor and each other Controlling Class Certificateholder, SOMA Teleco Office Controlling Class Certificateholder
or Amazon Seattle Controlling Class Certificateholder, as applicable, in writing, of the resignation of such Controlling Class
Representative, SOMA Teleco Office Controlling Class Representative or Amazon Seattle Controlling Class Representative, as applicable,
or the selection of a new Controlling Class Representative, SOMA Teleco Office Controlling Class Representative or Amazon Seattle
Controlling Class Representative, as applicable. Upon the resignation of a Controlling Class Representative, SOMA Teleco Office
Controlling Class Representative or Amazon Seattle Controlling Class Representative, as applicable, the Certificate Administrator
shall request the Controlling Class Certificateholders, SOMA Teleco Office Controlling Class Certificateholders or Amazon Seattle
Controlling Class Certificateholders, as applicable, to select a new Controlling Class Representative, SOMA Teleco Office Controlling
Class Representative or Amazon Seattle Controlling Class Representative, as applicable. In the event that (i) the Master Servicer,
the Certificate Administrator, the applicable Special Servicer, the Trustee or the Operating Advisor receives written notice from
a majority of the Controlling Class Certificateholders, SOMA Teleco Office Controlling Class Certificateholders or Amazon Seattle
Controlling Class Certificateholders, as applicable, that a Controlling Class Representative, SOMA Teleco Office Controlling Class
Representative or Amazon Seattle Controlling Class Representative, as applicable, is no longer designated and (ii) the Controlling
Class Certificateholder, SOMA Teleco Office Controlling Class Certificateholder or Amazon Seattle Controlling Class Certificateholder,
as applicable, that owns the largest aggregate Certificate Balance of the Controlling Class, SOMA Teleco Office Controlling Class
or Amazon Seattle Controlling Class, as applicable (or a representative thereof), becomes the Controlling Class Representative,
SOMA Teleco Office Controlling Class Representative or Amazon Seattle Controlling Class Representative, as applicable, pursuant
to the proviso of the definition of “Controlling Class Representative”, “SOMA Teleco Office Controlling Class
Representative” or “Amazon Seattle Controlling Class Representative”, as applicable, then the Controlling Class
Certificateholder, SOMA Teleco Office Controlling Class Certificateholder or Amazon Seattle Controlling Class Certificateholder,
as applicable, that owns the largest aggregate Certificate Balance of the Controlling Class, SOMA Teleco Office Controlling Class
or Amazon Seattle Controlling Class, as applicable (or its representative), shall provide its name and address to the Certificate
Administrator and notify the Master Servicer, the Certificate Administrator, the applicable Special Servicer, the Trustee and
the Operating Advisor that it is the new Controlling Class Representative, SOMA Teleco Office Controlling Class Representative
or Amazon Seattle Controlling Class Representative, as applicable; provided that the Master Servicer, the Certificate Administrator,
the applicable Special Servicer, the Trustee and the Operating Advisor shall be entitled to rely on the written notification provided
by the purported Controlling Class Certificateholder, SOMA Teleco Office Controlling Class Certificateholder or Amazon Seattle
Controlling Class Certificateholder, as applicable, that owns the largest aggregate Certificate Balance of the Controlling Class,
SOMA Teleco Office Controlling Class or Amazon Seattle Controlling Class, as applicable, without independently verifying that
such Controlling Class Certificateholder, SOMA Teleco Office Controlling Class Certificateholder or Amazon Seattle Controlling
Class Certificateholder, as applicable, actually owns the largest aggregate Certificate Balance of the Controlling Class, SOMA
Teleco Office Controlling Class or Amazon Seattle Controlling Class, as applicable. Additionally, once a Risk Retention Consultation
Party has been selected, each of the Master Servicer, the applicable Special Servicer, the Depositor, the


 



    -320-


     


    

 


Trustee, the Certificate
Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) and the Pooled RR
Interest Owner shall be entitled to rely on such selection unless a VRR Interest Owner shall have notified the Master Servicer,
the Special Servicers, the Trustee, the Certificate Administrator and the Operating Advisor, in writing, of the selection of a
new Risk Retention Consultation Party.


 


(b)           Until it receives notice to the contrary, each of the Master Servicer, the applicable Special Servicer, the Certificate Administrator,
the Operating Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of
the Controlling Class Certificateholder, SOMA Teleco Office Controlling Class Certificateholder, Amazon Seattle Controlling Class
Certificateholder, Controlling Class Representative, SOMA Teleco Office Controlling Class Representative, Amazon Seattle Controlling
Class Representative and the Risk Retention Consultation Parties.


 


(c)           
In the event that no Directing Holder has been appointed or identified to the Master Servicer or the applicable Special Servicer,
as applicable, and the Master Servicer or the applicable Special Servicer, as the case may be, has attempted to obtain such information
from the Certificate Administrator and no such entity has been identified to the Master Servicer or the applicable Special Servicer,
as applicable, then until such time as the new Directing Holder is identified, the Master Servicer or the applicable Special Servicer,
as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Holder
as the case may be.


 


(d)           Upon request, the Certificate Administrator shall (i) deliver to the Depositor, Trustee, the applicable Special Servicer, the
Operating Advisor, the Master Servicer and, for so long as no Consultation Termination Event is continuing, the Controlling Class
Representative, a list of each Controlling Class Certificateholder as reflected in the Certificate Registrar, including names
and addresses at the expense of the Trust, (ii) deliver to the Depositor, Trustee, the applicable Special Servicer, the Operating
Advisor, the Master Servicer and, for so long as no SOMA Teleco Office Control Appraisal Period is continuing, the SOMA Teleco
Office Controlling Class Representative, a list of each SOMA Teleco Office Controlling Class Certificateholder as reflected in
the Certificate Registrar, including names and addresses at the expense of the Trust and (iii) deliver to the Depositor, Trustee,
the applicable Special Servicer, the Operating Advisor, the Master Servicer and, for so long as no Amazon Seattle Control Appraisal
Period is continuing, the Amazon Seattle Controlling Class Representative, a list of each Amazon Seattle Controlling Class Certificateholder
as reflected in the Certificate Registrar, including names and addresses at the expense of the Trust. In addition to the foregoing,
within five (5) Business Days of receiving notice of the selection of a new Controlling Class Representative, SOMA Teleco Office
Controlling Class Representative, Amazon Seattle Controlling Class Representative or Risk Retention Consultation Party or the
existence of a new Controlling Class Certificateholder, SOMA Teleco Office Controlling Class Certificateholder or Amazon Seattle
Controlling Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Operating Advisor, the Master
Servicer and the applicable Special Servicer. Notwithstanding the foregoing, (a) RREF IV Debt AIV, LP shall be the initial Controlling
Class Representative and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation
Termination Event occurs and is continuing, (b) GSMC and CREFI shall be the initial Pooled Risk Retention Consultation Parties
and shall remain so until a


 



    -321-


     


    

 


successor is appointed pursuant to the terms of this Agreement, (c) Rialto Relative Value Credit Fund,
LP or its affiliate shall be the initial SOMA Teleco Office Controlling Class Representative and shall remain so until a successor
is appointed pursuant to the terms of this Agreement or until a SOMA Teleco Office Control Appraisal Period is continuing, (d)
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 shall be the initial Amazon Seattle Controlling Class Representative and shall
remain so until a successor is appointed pursuant to the terms of this Agreement or until an Amazon Seattle Control Appraisal
Period is continuing and (e) DBNY shall be the initial SOMA Teleco Office Risk Retention Consultation Party and shall remain
so until a successor is appointed pursuant to the terms of this Agreement.


 


Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicers, the Operating Advisor, the Certificate
Administrator and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Controlling
Class Representative, the SOMA Teleco Office Controlling Class Representative, the Amazon Seattle Controlling Class Representative
and the Risk Retention Consultation Parties.


 


(e)         
If to the extent the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class,
the Certificate Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class
becoming the Controlling Class.


 


(f)          
Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Holder may
have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates or the Pooled
RR Interest Owner; (ii) the Directing Holder may act solely in the interests of the Holders of the Controlling Class; (iii) the
Directing Holder does not have any liability or duties to the Certificateholders other than the Controlling Class; (iv) the
Directing Holder may take actions that favor interests of the Holders of the Controlling Class over the interests of the other
Certificateholders; and (v) the Directing Holder shall have no liability whatsoever (other than to a Controlling Class Certificateholder,
to the extent the Controlling Class Representative is the Directing Holder) for having so acted, and no Certificateholder may
take any action whatsoever against the Directing Holder or any director, officer, employee, agent or principal of the Directing
Holder for having so acted.


 


Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) each Risk Retention Consultation
Party may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates;
(ii) each Risk Retention Consultation Party may act solely in the interest of a VRR Interest Owner; (iii) each Risk Retention
Consultation Party does not have any liability or duties to the Certificateholders; (iv) each Risk Retention Consultation Party
may take actions that favor interests of the Certificateholders of one or more classes or the Pooled RR Interest Owner over the
interests of the Certificateholders of one or more other Classes of Certificates; and (v) each Risk Retention Consultation
Party shall have no liability whatsoever (other than to the related VRR Interest Owner) for having so acted as set forth in clauses (i)
through (iv) above, and no Certificateholder 


 



    -322-


     


    

 


may take any action whatsoever against a Risk Retention Consultation Party
or any director, officer, employee, agent or principal of a Risk Retention Consultation Party for having so acted.


 


(g)         
All requirements of the Master Servicer and each Special Servicer to provide notices, reports, statements or other information
(including the access to information on a website) to the Directing Holder contained in this Agreement shall also apply to each
Companion Holder with respect to information relating to the related Serviced AB Whole Loan or a Serviced Whole Loan, as applicable;
provided, however, that nothing in this subsection (g) shall in any way eliminate the obligation to deliver
any information required to be delivered under the related Co-Lender Agreement.


 


(h)         
Until it receives notice to the contrary, each of the Master Servicer, the Special Servicers, the Certificate Administrator, the
Trustee and the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact
information of the Controlling Class Certificateholder, the Directing Holder, the Risk Retention Consultation Parties and any
AB Whole Loan Controlling Holder.


 


(i)           
With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole
Loan, the related Serviced Whole Loan Controlling Holder, SOMA Teleco Office Loan-Specific Directing Holder or Amazon Seattle
Loan-Specific Directing Holder, as applicable, shall exercise such rights in accordance with the related Co-Lender Agreement.


 


(j)          
The Certificate Registrar shall determine which Class of Control Eligible Certificates is the then-current Controlling Class
within two (2) Business Days of a request from the Master Servicer, the applicable Special Servicer, Certificate Administrator,
Trustee, or any Certificateholder and provide such information to the requesting party.


 


(k)              
At any time when the Class G Certificates are the Controlling Class Certificates, the Holder of more than 50% of the
Controlling Class Certificates (by Certificate Balance) may waive its right to act as or appoint a Controlling Class Representative
and to exercise any of the rights of the Controlling Class Representative or cause the exercise of any of the rights of the Controlling
Class Representative set forth in this Agreement, by irrevocable written notice delivered to the Depositor, the Certificate Administrator
(which shall be via e-mail to trustadministrationgroup@wellsfargo.com), the Trustee, the Master Servicer, the Special Servicers
and the Operating Advisor. Any such waiver will remain effective with respect to such Holder and the Class G Certificates
until such time as that Certificateholder has (i) sold a majority of the Class G Certificates (by Certificate Balance)
to an unaffiliated third party and (ii) certified to the Depositor, the Certificate Administrator, the Trustee, the Master
Servicer, the Special Servicers and the Operating Advisor that (a) the Transferor retains no direct or indirect voting rights
with respect to the Class G Certificates that it does not own, (b) there is no voting agreement between the Transferee
and the Transferor and (c) the Transferor retains no direct or indirect economic interest in the Class G Certificates.
Following any such Transfer, the successor holder of more than 50% of the Class G Certificateholders (by Certificate Balance),
if the Class G Certificates are the Controlling Class Certificates, will again have the rights of the Controlling Class
Representative as described herein without regard to any prior waiver by the predecessor Certificateholder. Such successor Certificateholder
will also have the right to


 



    -323-


     


    

 


irrevocably waive its right to act as or appoint a Controlling Class Representative or to exercise
any of the rights of the Controlling Class Representative or cause the exercise of any of the rights of the Controlling Class
Representative. No such successor Certificateholder described above in this paragraph will have any consent rights with respect
to any Mortgage Loan or Trust Subordinate Companion Loan that became a Specially Serviced Mortgage Loan prior to its acquisition
of a majority of the Class G Certificates that had not also become a Corrected Loan prior to such acquisition until such
Mortgage Loan or Trust Subordinate Companion Loan becomes a Corrected Loan.


 


Whenever
such an “opt-out” by a Controlling Class Certificateholder is in effect, a Consultation Termination Event will be
deemed to have occurred and continue; and the rights of the Holder of more than 50% of the Class G Certificates (by Certificate
Balance), if they are the Controlling Class Certificates, to act as or appoint a Controlling Class Representative and the
rights of the Controlling Class Representative will not be operative (notwithstanding whether a Control Termination Event or a
Consultation Termination Event is or would otherwise then be in effect).


 


(l)           
Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on
its statement made available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class
and (ii) provide to the Master Servicer, the Special Servicers and the Operating Advisor notice of such event and the identity
and contact information of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being
an expense of the Trust). The Certificate Administrator shall notify the Operating Advisor and the Special Servicers within ten
(10) Business Days of the existence or cessation of (i) any Control Termination Event, (ii) any Operating Advisor Consultation
Event or (iii) any Consultation Termination Event. Upon the Certificate Administrator’s determination that a Control
Termination Event, an Operating Advisor Consultation Event or a Consultation Termination Event has occurred or is terminated,
the Certificate Administrator shall, within ten (10) Business Days, post a “special notice” on the Certificate Administrator’s
Website pursuant to this provision.


 


In
the event that a Control Termination Event has occurred due to a reduction of the Certificate Balance of the Class G Certificates
(taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class
in accordance with Section 4.05(a) hereof) to less than 25% of the Original Certificate Balance thereof, such special
notice shall state “A Control Termination Event has occurred due to the reduction of the Certificate Balance of the Class G
Certificates to less than 25% of the Original Certificate Balance thereof.”


 


In
the event that a Control Termination Event or Consultation Termination Event has occurred due to the irrevocable waiver by a Class G
Certificateholder who has become the Controlling Class Certificateholder of its right to appoint a Controlling Class Representative
or to exercise any of the rights of the Controlling Class Certificateholder, such special notice shall state “A Control
Termination Event and a Consultation Termination Event has occurred due to the irrevocable waiver by the Controlling Class Certificateholder
of its rights as Controlling Class Certificateholder.”


 






    -324-


     


    

 


In
the event that a Consultation Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates
below 25% of its Original Certificate Balance, in each case without regard to the application of any Cumulative Appraisal Reduction
Amounts, such special notice shall state: “A Consultation Termination Event has occurred because 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.”


 


In
the event of any transfer of a Class G Certificate, and upon notice to the Certificate Administrator in the form of Exhibit MM
that results in a termination of a Control Termination Event or a Consultation Termination Event, such “special notice”
shall state: “A Consultation Termination Event or a Control Termination Event has been terminated and is no longer in effect
due to a Transfer of a majority interest of the Controlling Class Certificates to an unaffiliated third party which has terminated
any waiver by the prior Holder.”


 


With
respect to any applicable Excluded Loan, the Directing Holder (or, if the Directing Holder is the Controlling Class Representative,
any Controlling Class Certificateholder) will not have any consent or consultation rights with respect to the servicing of such
Excluded Loan and a Control Termination Event and Consultation Termination Event will be deemed to have occurred with respect
to such Excluded Loan.


 


Each
Risk Retention Consultation Party shall not have any consultation rights with respect to any Mortgage Loan determined to be an
applicable Excluded Loan as to such party.


 


Section 3.24         
Co-Lender Agreements. (a)  Each of the Master Servicer and
Special Servicers acknowledges and agrees that each Serviced Whole Loan being serviced under this Agreement and each Mortgage
Loan with mezzanine debt is subject to the terms and provisions of the related Co-Lender Agreement and each agrees to service
each such Serviced Whole Loan and each Mortgage Loan with mezzanine debt in accordance with the related Co-Lender Agreement and
this Agreement, including, without limitation, effecting distributions and allocating reimbursement of expenses in accordance
with the related Co-Lender Agreement and, in the event of any conflict between the provisions of this Agreement and the related
Co-Lender Agreement, the related Co-Lender Agreement shall govern. Notwithstanding anything contrary in this Agreement, each of
the Master Servicer and Special Servicers agrees not to take any action with respect to a Serviced Whole Loan or a Mortgage Loan
with mezzanine debt or the related Mortgaged Property without the prior consent of the related Companion Holder or mezzanine lender,
as applicable, to the extent that the related Co-Lender Agreement provides that such Companion Holder or mezzanine lender, as
applicable, is required or permitted to consent to such action. Each of the Master Servicer and Special Servicers acknowledges
and agrees that each Companion Holder and each mezzanine lender or its respective designee has the right to purchase the related
Mortgage Loan pursuant to the terms and conditions of this Agreement and the related Co-Lender Agreement to the extent provided
for therein. All parties hereto further acknowledge and agree that any AB Whole Loan Controlling Holder will have the right to
replace the applicable Special Servicer solely with respect to the related Serviced AB Whole Loan (other than with respect to
the At Home – Willow Grove Whole Loan) and shall be entitled to exercise all approval rights of the Directing Holder regarding
any Asset Status Report


 



    -325-


     


    

 


in respect of the Mortgage Loan or related REO Property, without regard to the occurrence of any Control
Termination Event or Consultation Termination Event with respect to the related Serviced AB Whole Loan, to the extent provided
for herein and in the related Co-Lender Agreement. With respect to the At Home – Willow Grove Whole Loan, such right to
replace the applicable Special Servicer solely with respect to the At Home – Willow Grove Whole Loan shall be held by the
Controlling Class Representative, for so long as no Control Termination Event is continuing.


 


(b)           Neither the Master Servicer nor the applicable Special Servicer shall have any liability for any cost, claim or damage that arises
from any entitlement in favor of a Companion Holder or a mezzanine lender under the related Co-Lender Agreement or conflict between
the terms of this Agreement and the terms of such Co-Lender Agreement. Notwithstanding any provision of any Co-Lender Agreement
that may otherwise require the Master Servicer or such Special Servicer to abide by any instruction or direction of a Companion
Holder or a mezzanine lender, neither the Master Servicer nor such Special Servicer shall be required to comply with any instruction
or direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance. In no
event shall any expense arising from compliance with a Co-Lender Agreement constitute an expense to be borne by the Master Servicer
or the applicable Special Servicer for its own account without reimbursement. In no event shall the Master Servicer or the applicable
Special Servicer be required to consult with or obtain the consent of any Companion Holder or a mezzanine lender unless such Companion
Holder or mezzanine lender has delivered notice of its identity and contact information to each of the parties to this Agreement
(upon which notice each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the
contact information for the Companion Holders and mezzanine lenders is as set forth in the related Co-Lender Agreement or mezzanine
intercreditor agreement, as applicable, or as otherwise set forth in Section 13.05. In no event shall the Master Servicer
or the applicable Special Servicer, as the case may be, be required to consult with or obtain the consent of a new Controlling
Class Representative or consult with a new Risk Retention Consultation Party or a new Controlling Class Certificateholder unless
the Certificate Administrator has delivered notice to the Master Servicer or such Special Servicer, as applicable, as required
under Section 3.23(d) or the Master Servicer or such Special Servicer, as applicable, have actual knowledge of the
identity and contact information of a new Controlling Class Representative or a new Controlling Class Certificateholder or a new
Risk Retention Consultation Party.


 


(c)           
No direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the Master Servicer
or the applicable Special Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision
of this Agreement, including the Master Servicer’s or such Special Servicer’s obligation to act in accordance with
the Servicing Standard and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust,
(b) result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under
the REMIC Provisions or (c) materially expand the scope of the applicable Special Servicer’s, Trustee’s, the
Certificate Administrator’s or the Master Servicer’s responsibilities under this Agreement.


 


(d)           With respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor or the Controlling Class
Representative or a


 



    -326-


     


    

 


Risk Retention Consultation Party hereunder may have to consult with respect to any action or other matter
with respect to the servicing of such Companion Loan, to the extent the related Co-Lender Agreement provides that such right is
exercisable by the related Companion Holder or is exercisable in conjunction with any related Companion Holder, the Controlling
Class Representative or a Risk Retention Consultation Party shall not be permitted to exercise such right or, to the extent provided
in the related Co-Lender Agreement, shall be required to exercise such right in conjunction with the related Companion Holder,
as applicable (except to the extent that the Controlling Class Representative or a Risk Retention Consultation Party is the related
Serviced Whole Loan Controlling Holder). Additionally, notwithstanding anything in this Agreement to the contrary, the Master
Servicer or the applicable Special Servicer, as the case may be, shall consult, seek the approval or obtain the consent of the
holder of any Serviced Companion Loan with respect to any matters with respect to the servicing of such Companion Loan to the
extent required under related Co-Lender Agreement and shall not take such actions requiring consent of the related Companion Holder
without such consent. In addition, notwithstanding anything to the contrary, the Master Servicer or the applicable Special Servicer,
as the case may be, shall deliver reports and notices to the related Companion Holder as required under the Co-Lender Agreement.


 


(e)         
Notwithstanding anything in this Agreement to the contrary, the Master Servicer or the applicable Special Servicer, as the case
may be, shall be required (i) to provide copies of any notice, information and report that it is required to provide to the Controlling
Class Certificateholder pursuant to this Agreement with respect to any Major Decisions or the implementation of any recommended
actions outlined in an Asset Status Report relating to a Serviced Whole Loan, to the related Companion Holder, within the same
time frame it is required to provide to the Controlling Class Certificateholder (for this purpose, without regard to whether such
items are actually required to be provided to the Controlling Class Certificateholder under this Agreement due to the occurrence
of a Control Termination Event or a Consultation Termination Event) and (ii) to consult with any related Companion Holder on a
strictly non-binding basis, to the extent having received such notices, information and reports, such related Companion Holder
requests consultation with respect to any such Major Decisions or the implementation of any recommended actions outlined in an
Asset Status Report relating to a Serviced Whole Loan, and consider alternative actions recommended by such related Companion
Holder; provided that after the expiration of a period of ten (10) Business Days from the delivery to such related Companion
Holder by the Master Servicer or the applicable Special Servicer, as the case may be, of written notice of a proposed action,
together with copies of the notice, information and report required to be provided to the Controlling Class Certificateholder,
the Master Servicer or the applicable Special Servicer, as the case may be, shall no longer be obligated to consult with such
related Companion Holder, whether or not such related Companion Holder has responded within such ten (10) Business Day period
(unless, such Master Servicer or Special Servicer proposes a new course of action that is materially different from the action
previously proposed, in which case such ten (10) Business Day period shall be deemed to begin anew from the date of such proposal
and delivery of all information relating thereto). Notwithstanding the non-binding consultation rights of the related Companion
Holder set forth in the immediately preceding sentence, such Master Servicer or Special Servicer may make any Major Decision or
take any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period
if such Master Servicer or Special Servicer determines that immediate action with respect thereto is necessary to protect the
interests of the


 



    -327-


     


    

 


Certificateholders, the Pooled RR Interest Owner and the related Companion Holder. In no event shall the Master
Servicer or the applicable Special Servicer be obligated at any time to follow or take any alternative actions recommended by
the related Companion Holder.


 


(f)          
In addition to the consent and non-binding consultation rights of the holder of a Serviced Pari Passu Companion Loan provided
in the immediately preceding paragraph, such Companion Holder shall have the right to attend (in person or telephonically, in
the discretion of the Master Servicer or applicable Special Servicer, as the case may be) annual meetings with the Master Servicer
or the applicable Special Servicer at the offices of the Master Servicer or such Special Servicer, as applicable, upon reasonable
notice and at times reasonably acceptable to the Master Servicer or such Special Servicer, as applicable, in which servicing issues
related to the related Whole Loan are discussed.


 


(g)         
With respect to any Serviced Whole Loan, the applicable Special Servicer shall not modify, waive or amend the terms of the related
Co-Lender Agreement such that the monthly remittance to the holder of the related Companion Loan is required earlier than two
(2) Business Days after receipt by the Master Servicer of properly identified and available funds constituting the related Periodic
Payment without the consent of the Master Servicer.


 


Section 3.25         
Rating Agency Confirmation. (a)  Notwithstanding the terms
of any related Mortgage Loan documents or other provisions of this Agreement, if any action under any Mortgage Loan documents
or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “RAC Requesting
Party”) required to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency
for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted
to the 17g-5 Information Provider’s Website, such Rating Agency has not replied to such request or has responded in
a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency
Confirmation, then such RAC Requesting Party shall be required to confirm (through direct communication and not by posting any
confirmation on the 17g-5 Information Provider’s Website) that the applicable Rating Agency has received the Rating
Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again. The circumstances
described in the preceding sentence are referred to in this Agreement as a “RAC No-Response Scenario.” Once the
RAC Requesting Party has sent a request for a Rating Agency Confirmation to the 17g-5 Information Provider, such RAC Requesting
Party may, but shall not be obligated to, send such request directly to the Rating Agencies in accordance with the procedure and
timeframes set forth in Section 13.10(d).


 


If
there is no response to such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC
No-Response Scenario or if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing
such request nor waiving the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage
Loan document requiring such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to the
servicing of the Mortgage Loans and the Trust Subordinate Companion Loans (other than as set forth in clause (y) below),
the requirement to obtain a Rating Agency Confirmation shall be deemed not to apply (as if such requirement did not exist) with
respect to such Rating Agency and the Master Servicer or the


 



    -328-


     


    

 


Special Servicer, as the case may be, may then take such action if
the Master Servicer or the Special Servicer, as applicable, confirms its original determination (made prior to making such request)
that taking the action with respect to which it requested the Rating Agency Confirmation would still be consistent with the Servicing
Standard, and (y) with respect to a replacement of the Master Servicer or the Special Servicer, such condition shall be deemed
not to apply (as if such requirement did not exist) if (i) the applicable replacement master servicer or special servicer
is rated at least “CMS3” (in the case of the master servicer) or “CSS3” (in the case of the special servicer),
if Fitch is the non-responding Rating Agency, (ii) KBRA has not cited servicing concerns of the applicable replacement master
servicer or special servicer, as applicable, 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 in any
other commercial mortgage-backed securitization transaction serviced by the applicable replacement master servicer or special
servicer prior to the time of determination, if KBRA is the non-responding Rating Agency, (iii) it is listed on S&P’s
Select Servicer List as a U.S. Commercial Mortgage Master Servicer or U.S. Commercial Mortgage Special Servicer, as applicable,
if S&P is the non-responding Rating Agency or (iv) solely in the case of the Amazon Seattle Trust Subordinate Companion Loan,
DBRS Morningstar has not publicly cited servicing concerns with respect to the applicable replacement master servicer or special
servicer as the sole or a 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 in any other commercial mortgage-backed securitization
transaction serviced by such replacement master servicer or special servicer prior to the time of determination, if DBRS Morningstar
is the non-responding Rating Agency.


 


Any
Rating Agency Confirmation request made by the Master Servicer, Special Servicers, Certificate Administrator or Trustee, as applicable,
pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating
Agency Confirmation request, and shall contain all back-up material necessary for the Rating Agency to process such request.
Such written Rating Agency Confirmation request shall be provided in electronic format to the 17g-5 Information Provider,
and the 17g-5 Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance
with Section 3.13(c).


 


Promptly
following the Master Servicer’s or the applicable Special Servicer’s determination to take any action discussed in
this Section 3.25(a) following any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as
if such requirement did not exist), the Master Servicer or such Special Servicer, as applicable, shall provide electronic written
notice to the 17g-5 Information Provider of the action taken for the particular item at such time, and the 17g-5 Information
Provider shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


(b)           Notwithstanding anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage Loan
document relating to defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral)
or release or substitution of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which
the Master Servicer or the applicable Special Servicer would have been permitted to waive obtaining or to make a determination
with respect to such Rating


 



    -329-


     


    

 


Agency Confirmation pursuant to Section 3.25(a) shall be deemed not to apply (as if such
requirement did not exist).


 


(c)           
For all other matters or actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting
Party shall deliver Rating Agency Confirmation from each Rating Agency.


 


(d)           With respect to any Companion Loan as to which there exists Serviced Companion Loan Securities, if any action relating to the
servicing and administration of the related Mortgage Loan, the related Serviced Whole Loan or any related REO Property (including,
but not limited to, the replacement of the Master Servicer, the applicable Special Servicer or a Sub-Servicer) (the “Relevant
Action”) requires delivery of a Rating Agency Confirmation as a condition precedent to such action pursuant to this
Agreement, then, except as set forth below in this paragraph, such action will also require delivery of a Companion Loan Rating
Agency Confirmation as a condition precedent to such action from each Companion Loan Rating Agency. Each Companion Loan Rating
Agency Confirmation shall be sought by the Master Servicer, applicable Special Servicer, Trustee, Certificate Administrator, Controlling
Class Representative or applicable Certificateholders, as applicable, depending on whichever such party is seeking the corresponding
Rating Agency Confirmation(s) in connection with the Relevant Action. The requirement to obtain a Companion Loan Rating Agency
Confirmation with respect to any Serviced Companion Loan Securities will be subject to, and will be deemed not to apply on or
deemed to be waived on, as applicable, the same terms and conditions applicable to obtaining Rating Agency Confirmations, as set
forth in this Agreement; provided that the Master Servicer, the applicable Special Servicer, Trustee, Certificate Administrator,
Controlling Class Representative or applicable Certificateholders, as applicable, depending on which is seeking the subject Companion
Loan Rating Agency Confirmation, shall forward to one or more of its counterpart (i.e., the master servicer, special servicer,
trustee or certificate administrator, if and as applicable), the Rule 17g-5 information provider for the Other Securitization
Trust, or such other party or parties (as are agreed to by the Master Servicer, the applicable Special Servicer, Trustee, Certificate
Administrator, Controlling Class Representative or applicable Certificateholders, as applicable, and the applicable parties for
the related Other Securitization Trust), at the expense of the Other Securitization Trust to the extent not borne by the related
Mortgagor, and in such format as the sender and recipient may reasonably agree, (i) the request for such Companion Loan Rating
Agency Confirmation at least two (2) Business Days before it is sent to the applicable Companion Loan Rating Agency, (ii) all
materials forwarded to the 17g-5 Information Provider under this Agreement for posting on the 17g-5 Information Provider’s
Website in connection with seeking the Rating Agency Confirmation(s) for the applicable Relevant Action at approximately the same
time that such materials are forwarded to the 17g-5 Information Provider, and (iii) any other materials that the applicable Companion
Loan Rating Agency may reasonably request in connection with such Companion Loan Rating Agency Confirmation promptly following
such request.


 


Section 3.26         
The Operating Advisor. (a)  The Operating Advisor shall promptly
review (i) the actions of the applicable Special Servicer with respect to the Mortgage Loan when it is a Specially Serviced
Mortgage Loan (as provided in Section 3.19(d), Section 3.26 and Section 6.08) and during the
continuance of an Operating Advisor Consultation Event the actions of the applicable Special Servicer with respect to Major Decisions
relating to the Mortgage


 



    -330-


     


    

 


Loans when they are not a Specially Serviced Mortgage Loans, (ii) all information made available
to Privileged Persons that are posted on the Certificate Administrator’s Website and (iii) each Asset Status Report
(during the continuance of an Operating Advisor Consultation Event) and Final Asset Status Report delivered to the Operating Advisor
by the applicable Special Servicer; provided, however, that prior to an Operating Advisor Consultation Event, the
Operating Advisor shall only be required to review Final Asset Status Reports delivered to the Operating Advisor by the applicable
Special Servicer; provided, further, that the Operating Advisor shall be required to request the delivery of a Final
Asset Status Report to the extent the Operating Advisor has actual knowledge of such Final Asset Status Report. In addition and
for the avoidance of doubt, although the Operating Advisor may have certain consultation duties with the Master Servicer with
respect to certain Major Decisions processed by the Master Servicer, the Operating Advisor will have no obligations or responsibility
at any time to review or assess the actions of the Master Servicer for compliance with the Servicing Standard, and the Operating
Advisor will not be required to consider such Master Servicer actions in connection with any Operating Advisor Annual Report.


 


(b)           The Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled as “Privileged
Information” received from the applicable Special Servicer or Directing Holder in connection with the Directing Holder’s
exercise of its rights under this Agreement (including, without limitation, in connection with any Asset Status Report) or otherwise
in connection with this transaction, except under the circumstances described in Section 3.26(f) and subject to any
law, rule, regulation, order, judgment or decree requiring the disclosure of such Privileged Information. Subject to the terms
and conditions in this Agreement related to Privileged Information, the Operating Advisor agrees that it shall use information
received from the applicable Special Servicer pursuant to the terms of this Agreement solely for purposes of complying with its
duties and obligations hereunder.


 


(c)           
(i)  Based on the Operating Advisor’s review of any assessment of compliance report, any attestation report, any
Major Decision Reporting Package, and/or Asset Status Report (in each case, for so long as an Operating Advisor Consultation Event
is continuing), any Final Asset Status Report and other reports by the applicable Special Servicer made available to Privileged
Persons that are posted on Certificate Administrator’s Website during the prior calendar year, (i) the Operating Advisor
shall (if, at an time during the prior calendar year, any Mortgage Loan (other than a Non-Serviced Mortgage Loan) was a Specially
Serviced Mortgage Loan) or (ii) the Operating Advisor was entitled to consult with the applicable Special Servicer with respect
to any Major Decision) deliver to the Depositor, the Certificate Administrator (who shall promptly post such report on the Certificate
Administrator’s Website in accordance with Section 3.13(b)) and the 17g-5 Information Provider (who shall
post it to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) within one hundred-twenty
(120) days of the end of the prior calendar year, an annual report (the “Operating Advisor Annual Report”),
substantially in the form of Exhibit V (which form may be modified or altered as to either its organization or content
by the Operating Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without
limitation, provisions herein relating to Privileged Information; provided, however, that in no event shall the
information or any other content included in the Operating Advisor Annual Report contravene any provision of this Agreement),
that (a) sets forth whether the Operating Advisor believes, in its sole discretion exercised in good faith, that the applicable
Special Servicer is operating in


 



    -331-


     


    

 


compliance with the Servicing Standard with respect to its performance of its duties under this
Agreement with respect to Specially Serviced Mortgage Loans (and, during the continuance of an Operating Advisor Consultation
Event, with respect to Major Decisions on Non-Specially Serviced Mortgage Loans) during the prior calendar year on a “platform-level
basis”, and (b) identifies (1) which, if any, standards the Operating Advisor believes, in its sole discretion exercised
in good faith, the applicable Special Servicer has failed to comply and (2) any deviations from the applicable Special Servicer’s
obligations under this Agreement with respect to the resolution or liquidation of any Specially Serviced Mortgage Loan or REO
Property (other than with respect to any REO Property related to any Non-Serviced Mortgage Loan or any Servicing Shift Mortgage
Loan); provided, however, that in the event the applicable Special Servicer is replaced, the Operating Advisor Annual
Report shall only relate to the applicable Special Servicer that was acting as Special Servicer as of December 31 in the prior
calendar year and is continuing in such capacity through the date of such Operating Advisor Annual Report. In preparing any Operating
Advisor Annual Report, the Operating Advisor shall not be required to (i) report on instances of non-compliance with, or deviations
from, the Servicing Standard or the applicable Special Servicer’s obligations under this Agreement that the Operating Advisor
determines, in its sole discretion exercised in good faith, to be immaterial or (ii) provide or obtain a legal opinion, legal
review, or legal conclusion. Only as used in connection with the Operating Advisor Annual Report, the term “platform-level
basis” refers to the applicable Special Servicer’s performance of its duties with respect to the pool of Specially
Serviced Mortgage Loans (and, after the occurrence and continuance of an Operating Advisor Consultation Event, with respect to
Major Decisions on Non-Specially Serviced Mortgage Loans) under this Agreement taking into account the applicable Special Servicer’s
specific duties under this Agreement as well as the extent to which those duties were performed in accordance with the Servicing
Standard, with reasonable consideration by the Operating Advisor of any Assessment of Compliance Report, attestation report, Major
Decision Reporting Package, Asset Status Report (during the continuance of an Operating Advisor Consultation Event), Final Asset
Status Report and other information, in each case, delivered to the Operating Advisor by the applicable Special Servicer (other
than any communications between the Directing Holder and the applicable Special Servicer that would be Privileged Information)
pursuant to this Agreement. Notwithstanding the foregoing, with respect to any Serviced AB Whole Loan, no Operating Advisor Annual
Report will be permitted to include an assessment of the applicable Special Servicer’s performance in respect of such Serviced
AB Whole Loan during the continuance of an AB Control Appraisal Period under the related Co-Lender Agreement. Subject to the restrictions
in this Agreement, including, without limitation, Section 3.26(d) hereof, each such Operating Advisor Annual Report
shall comply with all of the confidentiality requirements described in this Agreement regarding Privileged Information (subject
to any permitted exceptions). Such Operating Advisor Annual Report shall be delivered to the Depositor, the Certificate Administrator
(which shall promptly post such Operating Advisor Annual Report on the Certificate Administrator’s Website in accordance
with Section 3.13(b)) and the 17g-5 Information Provider (which shall promptly post such Operating Advisor Annual
Report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) with a copy to the
Special Servicer; provided, however, that the applicable Special Servicer shall be given an opportunity to review
the Operating Advisor Annual Report at least five (5) Business Days prior to its delivery to the Depositor, the Certificate Administrator
and the 17g-5 Information Provider.


 



    -332-


     


    

 


The Operating Advisor shall have no obligation to adopt any comments to the Operating
Advisor Annual Report that are provided by the applicable Special Servicer.


 


(ii)         
In the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual Report
is limited or prohibited due to the failure of a party hereto to timely deliver notice of action and information required to be
delivered to the Operating Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth
such limitations or prohibitions in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject
to any liability arising from such limitations or prohibitions. The Operating Advisor shall be entitled to conclusively rely on
the accuracy and completeness of any information it is provided without liability for any such reliance hereunder. In the event
a lack of access to Privileged Information limits or prohibits the Operating Advisor from performing its duties under this Agreement,
the Operating Advisor shall not be subject to any liability arising from its lack of access to Privileged Information.


 


(d)              
(i)  After the calculation has been finalized (and if an Operating Advisor Consultation Event is continuing prior to
the utilization by the applicable Special Servicer) of any of the calculations related to (i) Appraisal Reduction Amounts
or (ii) net present value in accordance with Section 1.02(iv), the applicable Special Servicer shall forward
such calculations, together with any supporting material or additional information necessary in the applicable Special Servicer’s
possession or reasonably obtainable by the applicable Special Servicer in support thereof (including such additional information
reasonably requested by the Operating Advisor to confirm the mathematical accuracy of such calculations, but not including any
Privileged Information and, in the case of the Appraisal Reduction Amount, only to the extent the Master Servicer has provided
such information to the applicable Special Servicer), to the Operating Advisor promptly, but in any event no later than two (2)
Business Days after preparing such calculations, and the Operating Advisor shall promptly, but no later than five (5) Business
Days after receipt of such calculations and any supporting or additional materials, recalculate and verify the accuracy of the
mathematical calculations and the corresponding application of the non-discretionary portion of the applicable formulas required
to be utilized in connection with any such calculation.


 


(ii)         
In connection with this Section 3.26(d), in the event the Operating Advisor does not agree with the mathematical calculations
of the Appraisal Reduction Amount (as calculated by the applicable Special Servicer) or net present value or the application of
the applicable non-discretionary portions of the formula required to be utilized for such calculation in any material respect,
the Operating Advisor and applicable Special Servicer shall consult with each other in order to resolve any material inaccuracy
in the mathematical calculations or the application of the non-discretionary portions of the related formula in arriving at
those mathematical calculations or any disagreement within five (5) Business Days of delivery of such calculations. The Master
Servicer shall cooperate with the Special Servicer and provide any information reasonably requested by such Special Servicer necessary
for the calculation of the Appraisal Reduction Amount that is in the Master Servicer’s possession or reasonably obtainable
by the Master Servicer. In the event the Operating Advisor and the applicable Special Servicer are not able to resolve such inaccuracies
or disagreement prior to the end of such five (5)


 



    -333-


     


    

 


 Business Day period, the Operating Advisor shall promptly notify the Certificate
Administrator of such disagreement and the Certificate Administrator shall examine the calculations and supporting materials provided
by the Operating Advisor and the applicable Special Servicer and determine which calculation is to apply (and shall provide prompt
written notice of such determination to the Operating Advisor and the applicable Special Servicer). In making such determination,
the Certificate Administrator may hire an independent third-party to assist with any such calculation at the expense of the Trust
and shall be entitled to conclusively rely on such third party’s determination (provided such third party has been selected
with reasonable care by the Certificate Administrator).


 


(e)         
Notwithstanding the foregoing, for so long as no Operating Advisor Consultation Event is continuing, the Operating Advisor review
will be limited to an after-the-action review of the reports, calculations and material described above (together with any additional
information and material reviewed by the Operating Advisor), and, therefore, it shall have no involvement with respect to collateral
substitutions, assignments, workouts, modifications, consents, waivers, Insurance Policies, mortgagor substitutions, lease changes
or other similar actions that the applicable Special Servicer may perform under this Agreement and will have no obligations at
any time with respect to any Non-Serviced Mortgage Loan.


 


With
respect to the determination of whether an Operating Advisor Consultation Event is continuing, or has terminated, the Operating
Advisor is entitled to rely solely on its receipt from the Certificate Administrator of notice pursuant to this Agreement (which
includes notices posted to the Certificate Administrator’s Website), and, with respect to any obligations of the Operating
Advisor that are performed only during the continuance of an Operating Advisor Consultation Event, the Operating Advisor will
have no obligation to perform any such duties until the receipt of such notice or actual knowledge of the existence of an Operating
Advisor Consultation Event.


 


(f)          
The Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information”
confidential and shall not, without the prior written consent of the applicable Special Servicer and (for so long as no Consultation
Termination Event is continuing) the Directing Holder (with respect to any Mortgage Loan other than a Non-Serviced Whole Loan
and any applicable Excluded Loan), disclose such labeled information to any other Person (including any Certificateholders which
are not then included in the Control Eligible Certificates, other than the Controlling Class Representative), other than (i) to
the extent expressly set forth herein, to the other parties to this Agreement with a notice indicating that such information is
Privileged Information, (ii) pursuant to a Privileged Information Exception or (iii) where necessary to support specific findings
or conclusions concerning allegations of deviations from the Servicing Standard (A) in the Operating Advisor Annual Report or
(B) in connection with a recommendation by the Operating Advisor to replace the applicable Special Servicer. Each party to this
Agreement that receives “Privileged Information” from the Operating Advisor with a notice stating that such information
is Privileged Information shall not disclose such Privileged Information to any Person without the prior written consent of the
applicable Special Servicer and, unless a Consultation Termination Event is continuing, the Directing Holder (with respect to
any Mortgage Loan other than a Non-Serviced Mortgage Loan and any applicable Excluded Loan) other than pursuant to a Privileged


 



    -334-


     


    

 



Information Exception. Notwithstanding the foregoing, the Operating Advisor shall be permitted to share Privileged Information
with its Affiliates and any subcontractors of the Operating Advisor that agree in writing to be bound by the same confidentiality
provisions applicable to the Operating Advisor.


 


(g)         
Subject to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect
of Privileged Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to time
in accordance with the terms of Section 4.07(a).


 


(h)         
As compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on
each Master Servicer Remittance Date with respect to each Mortgage Loan (including the Serviced Mortgage Loans and the Non-Serviced
Mortgage Loans but not any Companion Loan other than the Trust Subordinate Companion Loans), each REO Loan and the Trust Subordinate
Companion Loans. As to each Mortgage Loan, each REO Loan and the Trust Subordinate Companion Loans, the Operating Advisor Fee
shall accrue from time to time at the Operating Advisor Fee Rate and shall be computed on the basis of the Stated Principal Balance
of such Mortgage Loan, REO Loan or Trust Subordinate Companion, as the case may be, and in the same manner as interest is calculated
on the related Mortgage Loan, REO Loan or Trust Subordinate Companion, as the case may be, and, in connection with any partial
month interest payment, for the same period respecting which any related interest payment due on the related Mortgage Loan or
Trust Subordinate Companion Loan or deemed to be due on such REO Loan is computed. The Operating Advisor Fee shall be payable
from funds on deposit in the Collection Account as provided in Section 3.05 of this Agreement.


 


The
Operating Advisor shall be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a)
and/or 6.04(b) hereof, such amounts to be reimbursed from amounts on deposit in the Collection Account as provided
by Section 3.05(a). Each successor Operating Advisor shall be required to acknowledge and agree to the terms of the
preceding sentence.


 


In
addition, the Operating Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for
which the Operating Advisor has consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from
funds on deposit in the Collection Account as provided in Section 3.05(a)(ii) of this Agreement, but only to the extent
such Operating Advisor Consulting Fee is actually received from the related Mortgagor. When the Operating Advisor has consultation
obligations with respect to a Major Decision under this Agreement, the Master Servicer or the applicable Special Servicer processing
the Major Decision shall use efforts to collect the applicable Operating Advisor Consulting Fee from the related Mortgagor in
connection with such Major Decision that are consistent with the efforts that the Master Servicer or the applicable Special Servicer
processing the Major Decision would use to collect any Mortgagor-paid fees owed to it in accordance with the Servicing Standard
(taking into account whether or not such fees are provided for in the related loan agreement), but only to the extent not prohibited
by the related Mortgage Loan documents. The Master Servicer or applicable Special Servicer, as the case may be, may waive or reduce
the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor


 



    -335-


     


    

 


if it determines that such full or partial
waiver is in accordance with the Servicing Standard, but in no event shall the Master Servicer or such Special Servicer 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 such Special Servicer, as applicable, shall consult, on a non-binding basis, with
the Operating Advisor prior to any such waiver or reduction. Notwithstanding the foregoing, the Operating Advisor shall have no
obligations or consultation rights with respect to: (i) any Non-Serviced Whole Loan or any related REO Property prior to the occurrence
and continuance of a Consultation Termination Event or (ii) with respect to any AB Mortgage Loan, prior to the occurrence and
continuance of both an AB Control Appraisal Period and an Operating Advisor Consultation Event; provided, further,
that the Operating Advisor shall not be entitled to an Operating Advisor Consulting Fee with respect to any Non-Serviced Whole
Loan.


 


(i)           
Upon (i) the written direction of Holders of Non-Reduced Interests evidencing not less than 15% of the Voting Rights of the
Non-Reduced Interests requesting a vote to terminate and replace the Operating Advisor with a proposed successor Operating Advisor
(provided that the proposed successor Operating Advisor is an Eligible Operating Advisor) and (ii) payment by such
Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator in
connection with administering such vote, the Certificate Administrator shall promptly provide written notice to all Certificateholders,
the Pooled RR Interest Owner and the Operating Advisor of such request by posting such notice on the Certificate Administrator’s
Website in accordance with Section 3.13(b), and concurrently by mail. Upon the written direction of Holders of more
than 50% of the Voting Rights of the Non-Reduced Interests that exercise their right to vote (provided that Holders of
at least 50% of the Voting Rights of the Non-Reduced Interests exercise their right to vote), the Trustee will terminate all of
the rights and obligations of the Operating Advisor under this Agreement (other than any rights or obligations that accrued prior
to the date of such termination (including accrued and unpaid compensation) and other than indemnification rights (arising out
of events occurring prior to such termination)) by written notice to the Operating Advisor, and the proposed successor operating
advisor will be appointed.


 


The
Certificate Administrator shall include on each Distribution Date Statement a statement that each Certificateholder, Pooled RR
Interest Owner and beneficial owner of Certificates may access any notices posted on the “special notices” and on
the “U.S. Risk Retention Special Notices” tabs on the Certificate Administrator’s Website, and each Certificateholder,
Pooled RR Interest Owner and beneficial owner of Certificates may register to receive email notifications when such notices are
posted on the Certificate Administrator’s Website. The Certificate Administrator will be entitled to reimbursement from
the requesting Certificateholders and Pooled RR Interest Owner for the reasonable expenses of posting notices of such requests.
In addition, in the event there are no Classes of Certificates outstanding or interests in the Trust other than the Control Eligible
Certificates, Class ST-A Certificates, Amazon Seattle Control Eligible Certificates, the VRR Interest, the Class S Certificates
and the Class R Certificates, then all of the rights and obligations of the Operating Advisor hereunder shall terminate without
payment of any penalty or termination fee (other than any rights or obligations that accrued prior to the date of such termination
(including accrued and unpaid compensation) and other than indemnification rights arising out of events occurring prior to such


 



    -336-


     


    

 



termination). If the Operating Advisor is terminated pursuant to the foregoing sentence, then no replacement Operating Advisor
shall be appointed.


 


(j)           
After the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Holders of
Certificates representing at least 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts
to notionally reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the Operating
Advisor for cause and appoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided that no such
termination shall be effective until a successor Operating Advisor has been appointed and has assumed all of the obligations of
the Operating Advisor under this Agreement. No such termination shall terminate, change, reduce or otherwise modify the rights
and obligations of the Operating Advisor that accrued prior to such termination, including the rights to receive all amounts accrued
and owing to it under this Agreement, and other than indemnification rights (arising out of events occurring prior to such termination).
The Trustee may rely on a certification by the replacement Operating Advisor that it is an Eligible Operating Advisor. If the
Trustee is unable to find a replacement Operating Advisor that is an Eligible Operating Advisor within thirty (30) days of the
termination of the Operating Advisor, the Depositor shall be permitted to find a replacement. Upon any termination of the Operating
Advisor and appointment of a successor to the Operating Advisor, the Trustee will, as soon as possible, be required to give written
notice of the termination and appointment to the applicable Special Servicer, the Master Servicer, the Certificate Administrator,
the 17g-5 Information Provider, the Depositor, the Controlling Class Representative (for any Mortgage Loan other than an applicable
Excluded Loan and only if no Consultation Termination Event is continuing), the Risk Retention Consultation Parties, the Pooled
RR Interest Owner and the Certificateholders.


 


(k)            The Holders of Certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event
hereunder may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the Certificate
Administrator of the occurrence of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination
Event, such Operating Advisor Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose
hereunder. Upon any such waiver of an Operating Advisor Termination Event, the Trustee and the Certificate Administrator shall
be entitled to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to such
Operating Advisor Termination Event prior to such waiver from the Trust.


 


(l)           
Prior to the occurrence and continuance of a Control Termination Event, the Controlling Class Representative shall have the right
to consent, such consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating
Advisor appointed pursuant to this Section 3.26; provided, further, that such consent will be deemed
to have been granted if no objection is made within ten (10) Business Days following the Controlling Class Representative’s
receipt of the request for consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


 


(m)           The Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior written
notice to the Depositor, the Master Servicer,


 



    -337-


     


    

 


the Special Servicers, the Trustee, the Certificate Administrator, the Asset Representations
Reviewer and the Controlling Class Representative and the Risk Retention Consultation Parties, if applicable, if the Operating
Advisor has secured a replacement that is an Eligible Operating Advisor and (b) upon the appointment of, and the acceptance
of such appointment by, a successor Operating Advisor that is an Eligible Operating Advisor and receipt by the Trustee of Rating
Agency Confirmation from each Rating Agency. No such resignation by the Operating Advisor shall become effective until the replacement
Operating Advisor shall have assumed the resigning Operating Advisor’s responsibilities and obligations. The resigning Operating
Advisor shall pay all costs and expenses (including costs and expenses incurred by the Trustee and the Certificate Administrator)
associated with a transfer of its duties pursuant to this Section 3.26.


 


(n)          
In the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued and
unpaid Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor
Expenses pursuant to Section 3.26(h) and shall also remain entitled to any rights of indemnification provided hereunder.


 


(o)           The parties hereto agree, and the Certificateholders and the Pooled RR Interest Owner by their acceptance of their Certificates
or Pooled RR Interest shall be deemed to have agreed, that (i) subject to Section 6.04, the Operating Advisor
shall have no liability to any Certificateholder or the Pooled RR Interest Owner for any actions taken or for refraining from
taking any actions under this Agreement, (ii) the Operating Advisor shall act solely as a contracting party to the extent
set forth in this Agreement, (iii) the Operating Advisor shall have no (A) fiduciary duty, or (B) other duty except with
respect to its specific obligations under this Agreement, and shall have no duty to any particular Class of Certificates or particular
Certificateholders or the Pooled RR Interest Owner, and (iv) the Operating Advisor does not constitute an “investment
adviser” within the meaning of the Investment Advisers Act of 1940, as amended.


 


(p)           The Operating Advisor may delegate its duties to agents or Subcontractors to the extent such agents or Subcontractors satisfy
clauses (c), (d) and (f) of the definition of “Eligible Operating Advisor” and so long as the
related agreements or arrangements with such agents or Subcontractors are consistent with the provisions of this Section 3.26.
Notwithstanding the foregoing sentence, the Operating Advisor shall remain obligated and primarily liable for any actions required
to be performed hereunder in accordance with the provisions of this Agreement without diminution of such obligation or liability
or related obligation or liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person
acting as its agents or Subcontractor to the same extent and under the same terms and conditions as if the Operating Advisor alone
were performing its obligations under this Agreement.


 


(q)           For the avoidance of doubt, while the Operating Advisor may serve in a similar capacity with respect to other securitizations
that involve the same parties or Mortgagors involved in this securitization, any experience or knowledge gained by the Operating
Advisor from such other engagements may not be imputed to the Operating Advisor or its employees for this transaction; provided,
however, the Operating Advisor may consider such experience or knowledge as pertinent information for discussion with the
applicable Special Servicer during its periodic meetings.


 






    -338-


     


    

 


Section 3.27         
Companion Paying Agent. (a)  With respect to each of the
Serviced Companion Loans (other than the Trust Subordinate Companion Loans), the Master Servicer shall be the Companion Paying
Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth
in this Agreement.


 


(b)           No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure
to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion
Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable
except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement
against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying
Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions,
certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by
any Person and which on their face do not contradict the requirements of this Agreement.


 


(c)           
In the case of each of the Serviced Companion Loans (other than the Trust Subordinate Companion Loans), upon the resignation or
removal of the Master Servicer pursuant to ARTICLE VII of this Agreement, the Master Servicer, as the Companion Paying
Agent, shall be deemed simultaneously to resign or be removed.


 


(d)           This Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying
Agent, as regards to rights accrued prior to such resignation or removal.


 


Section 3.28         
Companion Register. The Companion Paying Agent shall maintain a register (the “Companion Register”) with respect
to each Serviced Companion Loan (other than the Trust Subordinate Companion Loans) on which it will record the names and address
of, and wire transfer instructions for, the Companion Holders from time to time, to the extent such information is provided in
writing to it by each Companion Holder. The initial Companion Holders, along with their respective name and address, are listed
on Exhibit S hereto. In the event a Companion Holder transfers a Companion Loan without notice to the Companion Paying
Agent, the Companion Paying Agent shall have no liability for any misdirected payment in such Companion Loan and shall have no
obligation to recover and redirect such payment.


 


The
Companion Paying Agent shall promptly provide the name and address of the Companion Holder to any party hereto or any successor
Companion Holder upon written request and any such Person may, without further investigation, conclusively rely upon such information.
The Companion Paying Agent shall have no liability to any Person for the provision of any such name and address.


 


For
the avoidance of doubt, any notices or information required to be delivered pursuant to this Agreement by any party hereto to
a Companion Holder with respect to a Companion Loan that has been included in an Other Securitization shall be provided to the
Other Servicer (which, unless required by the related Co-Lender Agreement to be sent to additional


 



    -339-


     


    

 


 parties, shall be satisfied
by the delivery to the “master servicer” under the related Other Pooling and Servicing Agreement) under the Other
Pooling and Servicing Agreement.


 


Section 3.29         
Certain Matters Relating to the Non-Serviced Mortgage Loans. (a)  In
the event that any of the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable
Non-Serviced Special Servicer shall be replaced in accordance with the terms of the applicable Non-Serviced Pooling Agreement,
the Master Servicer and the applicable Special Servicer shall acknowledge its successor as the successor to the applicable Non-Serviced
Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer, as the case may
be.


 


(b)           If any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the Master
Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then the
Trustee, the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer
of the same.


 


(c)           
In connection with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only 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 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.


 


(d)           In connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or
materials required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan
pursuant to the related Co-Lender Agreement, the applicable Special Servicer shall, prior to the occurrence and continuance of
a Control Termination Event, forward such materials to the Controlling Class Representative for its consent, if such consent is
required. The applicable Special Servicer may (with the consent of the Controlling Class Representative prior to the occurrence
and continuance of a Control Termination Event) waive any timing or delivery requirements related to such sale to the extent set
forth in the related Co-Lender Agreement.


 


(e)           
With respect to any Non-Serviced Mortgage Loan, the Controlling Class Representative, prior to the occurrence and continuance
of a Consultation Termination Event, or the applicable Special Servicer (consistent with the Servicing Standard), following the
occurrence and during the continuance of a Consultation Termination Event, shall be entitled to exercise any consultation rights
held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling Note Holder” (or similar term identified
in the related Co-Lender Agreement) under the related Co-Lender Agreement.


 


(f)          
  With respect to the servicing of each Non-Serviced Mortgage Loan, this Agreement is subject to the related Co-Lender Agreement
and incorporates by reference all provisions required to be included herein pursuant to such Co-Lender Agreement.


 






    -340-


     


    

 


(g)          
On a Servicing Shift Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release transfer the related
Mortgage File (other than the note(s) designating the related Servicing Shift Mortgage Loan, the original of which shall be retained
by the Custodian) for the related Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related Non-Serviced
Pooling Agreement and retain a copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice from the
Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift
Securitization Date, transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File
for the related Servicing Shift Whole Loan, and any Escrow Payments, reserve funds and originals of items specified in clauses
(9), (12), (14) and (18) of the definition of Mortgage File for the related Servicing Shift Whole Loan,
to the related Non-Serviced Master Servicer on the related Servicing Shift Securitization Date.


 


Upon
receipt of notice from the Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized
on the related Servicing Shift Securitization Date, the Master Servicer shall provide the Custodian with a Request for Release
of the Mortgage File on the related Servicing Shift Securitization Date and transfer (and cooperate with reasonable requests in
connection with such transfer of) the Servicing File to the related Non-Serviced Master Servicer identified to it pursuant to
the related notice from the related Mortgage Loan Seller on the related Servicing Shift Securitization Date.


 


Promptly
upon any change in the identity of the Master Servicer, the successor master servicer shall deliver notice of such change (together
with the contact information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate Administrator,
Non-Serviced Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.


 


Section 3.30         
Delivery of Excluded Information to the Certificate Administrator. (a)  Any
Excluded Information that the Master Servicer, a Special Servicer or the Operating Advisor identifies and delivers to the Certificate
Administrator for posting to the Certificate Administrator’s Website shall be delivered to the Certificate Administrator
via e-mail (or such other electronic means as is mutually acceptable to the parties) in one or more separate files labeled “Excluded
Information” followed by the applicable loan name and loan file to cmbsexcludedinformation@wellsfargo.com. For the avoidance
of doubt, any information that is not appropriately labeled and delivered in accordance with this Section 3.30(a)
shall not be separately posted as Excluded Information on the Certificate Administrator’s Website, and any information appropriately
labeled and delivered to the Certificate Administrator pursuant to this Section 3.30(a) shall be posted on the Certificate
Administrator’s Website under the “Excluded Information” section, as provided under Section 3.13.
When so posted, the Excluded Controlling Class Holders shall be prohibited from the access of Excluded Information with respect
to any Excluded Controlling Class Loans on 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 Loans). None of the Master Servicer, the applicable Special Servicer or the Operating Advisor shall
have any obligations to separately label and deliver any Excluded Information in accordance with this Section 3.30(a)
until such party has received written notice with respect to the related Excluded Controlling Class Loan in the form of Exhibit P-1E
to this Agreement. Nothing set forth in this


 



    -341-


     


    

 


Agreement shall prohibit the Directing Holder or any Controlling Class Certificateholder
from receiving, requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect
to which the Directing Holder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information
is not available to such Excluded Controlling Class Holder on the Certificate Administrator’s Website on account of it constituting
Excluded Information, such Directing Holder or Controlling Class Certificateholder that is not a Borrower Party with respect to
the related Excluded Controlling Class Loan shall be permitted to reasonably request and obtain such information in accordance
with Section 3.13(a).


 


(b)              
Nothing set forth in this Agreement shall prohibit the Directing Holder, any Controlling Class Certificateholder, any SOMA Teleco
Office Controlling Class Certificateholder or any Amazon Seattle Controlling Class Certificateholder from receiving, requesting
or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to which the Directing Holder
or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available to such
Excluded Controlling Class Holder via the Certificate Administrator’s Website on account of it constituting Excluded Information,
such Directing Holder or Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded
Controlling Class Loan shall be permitted to reasonably request and obtain such information in accordance with Section 4.02(f)
of this Agreement.


 


Section 3.31         
Litigation Control. (a)  Each Special Servicer (with respect to each Mortgage Loan and Serviced Whole Loan) shall
in accordance with the Servicing Standard, direct, manage, prosecute and/or defend any action brought by a Mortgagor, guarantor,
other obligor on the related Note or any Affiliates thereof (each a “Borrower-Related Party”) against the Trust,
the Master Servicer and/or the applicable Special Servicer, or any predecessor master servicer or special servicer, and represent
the interests of the Trust in any litigation relating to the rights and obligations of the Trust, or of the Mortgagor or other
Borrower-Related Party, under the related Mortgage Loan or Whole Loan, as applicable, the related Mortgaged Property or other
collateral securing such Mortgage Loan or Whole Loan, or the enforcement of the obligations of a Borrower-Related Party under
the related Mortgage Loan documents (“Loan-Related Litigation”). In the event that the Master Servicer is named
in any Loan-Related Litigation but the applicable Special Servicer is not named in such Loan-Related Litigation (and regardless
of whether the Trust is named), the Master Servicer shall notify the Directing Holder (for so long as no Consultation Termination
Event has occurred and is continuing) and the applicable Special Servicer of such litigation as soon as practicable but in any
event no later than within ten (10) Business Days of the Master Servicer receiving service of such Loan-Related Litigation.


 


(b)              
To the extent the Master Servicer is named in Loan-Related Litigation, and neither the Trust nor the applicable Special Servicer
is named, in order to effectuate the role of the applicable Special Servicer as contemplated by the immediately preceding paragraph,
the Master Servicer shall (i) provide quarterly status reports to the applicable Special Servicer, regarding such Loan-Related
Litigation; (ii) use reasonable efforts to have the Trust replace the Master Servicer as the appropriate party to the lawsuit;
and (iii) so long as the Master Servicer remains a party to the lawsuit, consult with and act at the direction of the applicable
Special


 



    -342-


     


    

 


Servicer with respect to material decisions and material monetary settlements related to the interests of the Trust in
such Loan-Related Litigation, including but not limited to the selection of counsel; if and/or once the Trust and/or the applicable
Special Servicer are named, the applicable Special Servicer shall assume control of the Loan-Related Litigation as provided in
Section 3.31(a) above provided that, the Master Servicer shall no longer have the reporting obligation set
forth above and the applicable Special Servicer's selection of counsel shall be subject to the consent of the Master Servicer
which consent shall not be unreasonably withheld, delayed or conditioned. Further, if there are claims against the Master Servicer,
the Trust and either Special Servicer, each party at the request of the other shall enter into a joint defense agreement in accordance
with Section 3.31(h) below.


 


(c)         
The applicable Special Servicer shall not (i) undertake (or direct the Master Servicer to undertake) any material settlement of
any Loan-Related Litigation or (ii) initiate any material Loan-Related Litigation unless and until it has notified in writing
the Directing Holder (only if the related Mortgage Loan is not an Excluded Loan and for so long as no Consultation Termination
Event has occurred and is continuing and to the extent the identity of the Directing Holder is actually known to the applicable
Special Servicer; provided that such Special Servicer shall make due inquiry of the Certificate Administrator as to the
identity of the Directing Holder), and the related holder of any Companion Loan (if such matter affects a Companion Loan and to
the extent the identity of the holder of such Companion Loan is actually known to the applicable Special Servicer), and the Directing
Holder (only if the related Mortgage Loan is not an Excluded Loan and for so long as no Control Termination Event has occurred
and is continuing) has not objected in writing within five (5) Business Days of having been notified thereof and having been provided
with all information that the Directing Holder has reasonably requested with respect thereto promptly following its receipt of
the subject notice (it being understood and agreed that if such written objection has not been received by the applicable Special
Servicer within such five (5) Business Day period, then the Directing Holder shall be deemed to have approved the taking of such
action); provided that, if the applicable Special Servicer determines (consistent with the Servicing Standard) that immediate
action is necessary to protect the interests of the Certificateholders and the Pooled RR Interest Owners and, with respect to
a Serviced Whole Loan, the related Companion Loan Holders, the applicable Special Servicer may take such action without waiting
for the Directing Holder’s response.


 


(d)         Notwithstanding anything to the contrary in this Section 3.31, neither of the applicable Special Servicer nor the
Master Servicer shall follow any advice, direction or consultation provided by the Directing Holder or the Risk Retention Consultation
Parties that would require or cause the applicable Special Servicer or the Master Servicer, as applicable, to violate any applicable
law, be inconsistent with the Servicing Standard, require or cause the applicable Special Servicer or the Master Servicer, as
applicable, to violate provisions of this Agreement, require or cause the applicable Special Servicer or the Master Servicer,
as applicable, to violate the terms of any Mortgage Loan or Whole Loan, expose any Certificateholder or Pooled RR Interest Owner
or any party to this Agreement or their Affiliates, officers, directors or agents to any claim, suit or liability, cause any Trust
REMIC created hereunder to fail to qualify as a REMIC, for federal income tax purposes or result in the imposition of a “prohibited
transaction” or “prohibited contribution” tax under the REMIC Provisions, or materially expand the scope of
the applicable Special Servicer’s, the Master 


 



    -343-


     


    

 


Servicer’s, the Certificate Administrator’s or the Trustee’s,
as applicable, responsibilities under this Agreement.


 


(e)          
Notwithstanding the right of the applicable Special Servicer provided in this Section 3.31 to represent the interests
of the Trust in Loan-Related Litigation, the Master Servicer shall retain the right at all times to make final decisions in the
Master Servicer's reasonable discretion, relating to claims against the Master Servicer where a settlement by the applicable Special
Servicer does not meet the conditions set forth in subclauses (i) through (v) of the first sentence of clause (g) below, including
but not limited to the right to engage separate counsel, to make settlement decisions with respect to claims asserted against
the Master Servicer and to appear in any proceeding on its own behalf. The cost related to or incurred in connection with exercising
such rights shall be subject to indemnification as and to the extent provided in this Agreement. For the sake of clarity, the
Master Servicer’s rights do not include the right to settle any claims against the Master Servicer without the applicable
Special Servicer’s consent if such settlement would (i) contain any admission of liability or wrongdoing on the part of
the Master Servicer, the Trust, the applicable Special Servicer or any other party to this Agreement, (ii) provide for the payment
of damages or any sums for which the Master Servicer will seek indemnification from the Trust or any party to this Agreement or
(iii) prejudice or impair the defense or counterclaims of the Trust or any party to this Agreement with respect to such Loan-Related
Litigation.


 


(f)          
Further, nothing in this Section shall require the Master Servicer, the applicable Special Servicer or any other party to this
Agreement to take or fail to take any action which, in such party’s reasonable judgment, may result in a violation of the
REMIC Provisions subject the Master Servicer, the applicable Special Servicer or other such party to liability, or materially
expand the scope of the Master Servicer’s, the applicable Special Servicer or such other party’s obligations under
this Agreement.


 


(g)          
Notwithstanding the Master Servicer’s right to make determinations relating to claims against the Master Servicer, the applicable
Special Servicer may not direct the Master Servicer to settle any claims asserted against the Master Servicer (whether or not
the Trust or the applicable Special Servicer is named in any such claims or Loan-Related Litigation) without the consent of the
Master Servicer unless (A) such settlement or other direction does not contain or require any admission of liability, wrongdoing
or consent to injunctive relief on the part of the Master Servicer and the Master Servicer is fully released, (B) the cost of
such settlement or any resulting judgment is and shall be paid by the Trust pursuant to the terms of this Agreement, and payment
of such cost or judgment is provided for in this Agreement, (C) the Master Servicer is and shall be indemnified as and to the
extent provided in this Agreement for all costs and expenses of the Master Servicer incurred in defending and settling the Loan-Related
Litigation and for any related judgment, (D) any action taken by the Master Servicer at the direction of the applicable Special
Servicer shall be deemed (as to the Master Servicer) to be in compliance with the Servicing Standard, and (E) the applicable Special
Servicer provides the Master Servicer with assurance reasonably satisfactory to the Master Servicer as to the items in clauses
(A), (B) and (C); and provided, further, that, with respect to any material settlements with respect to any Mortgage
Loan other than an Excluded Loan, the applicable Special Servicer shall be required to obtain the consent or consultation of the
Directing Holder prior to the


 



    -344-


     


    

 


occurrence and continuance of a Control Termination Event or Consultation Termination Event, respectively.


 


(h)          
In the event both the Master Servicer and the applicable Special Servicer or Trust are named in Loan-Related Litigation, the Master
Servicer and the applicable Special Servicer shall (i) to the extent that the Master Servicer and the applicable Special Servicer
deem it appropriate, use reasonable efforts to enter into a joint defense agreement and (ii) cooperate with each other to afford
the Master Servicer and the applicable Special Servicer the rights afforded to such party in this Section 3.31.


 


(i)          This Section shall not apply in the event, and to the extent, that the applicable Special Servicer authorizes the Master Servicer,
and the Master Servicer agrees (both authority and agreement to be in writing), to make certain decisions or control certain Loan-Related
Litigation on behalf of the Trust in accordance with the Servicing Standard.


 


(j)          
Notwithstanding the foregoing, (x) in the event that any action, suit, litigation or proceeding names the Trustee, Certificate
Administrator, Custodian, Asset Representations Reviewer or Operating Advisor, in its respective individual capacity, or in the
event that any judgment is rendered against the Trustee, Certificate Administrator, Custodian, Asset Representations Reviewer
or Operating Advisor, as applicable, in its individual capacity, the Trustee, Certificate Administrator, Custodian, Asset Representations
Reviewer or Operating Advisor, as applicable, upon prior written notice to the Master Servicer or the applicable Special Servicer,
as applicable, may retain separate counsel and appear in any such proceeding on its own behalf in order to protect and represent
its interests (but not to otherwise direct, manage or prosecute such litigation or claim); (y) in the event of any action, suit,
litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations
of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise relating to one or more Mortgage
Loans, Trust Subordinate Companion Loan or Mortgaged Properties, neither the Master Servicer nor the applicable Special Servicer
shall, without the prior written consent of the Trustee, Certificate Administrator, Custodian, Asset Representations Reviewer
or Operating Advisor, as applicable, (i) initiate an action, suit, litigation or proceeding in the name of the Trustee, Certificate
Administrator, Custodian, Asset Representations Reviewer or Operating Advisor, as applicable, whether in such capacity or individually,
(ii) engage counsel to represent the Trustee, Certificate Administrator, Custodian, Asset Representations Reviewer or Operating
Advisor, as applicable, (iii) settle any claim giving rise to liability to the Trustee, Certificate Administrator, Custodian,
Asset Representations Reviewer or Operating Advisor, as applicable, in its individual capacity, or (iv) prepare, execute or deliver
any government filings, forms, permits, registrations or other documents or take any other similar actions with the intent to
cause, and that actually causes, the Trustee, Certificate Administrator, Custodian, Asset Representations Reviewer or Operating
Advisor, as applicable, to be registered to do business in any state (provided that neither the Master Servicer nor the
applicable Special Servicer shall be responsible for any delay due to the unwillingness of the Trustee, Certificate Administrator,
Custodian, Asset Representations Reviewer or Operating Advisor to grant such consent); and (z) in the event that any court finds
that the Trustee, Certificate Administrator, Custodian, Asset Representations Reviewer or Operating Advisor, as applicable, is
a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage
Loan, the Trust


 



    -345-


     


    

 


Subordinate Companion Loan, the Trustee, the Certificate Administrator, the Custodian, the Asset Representations
Reviewer or the Operating Advisor, as applicable, shall have the right to retain counsel and appear in any such proceeding on
its own behalf in order to protect and represent its interests, whether as Trustee, Certificate Administrator, Custodian, Asset
Representations Reviewer or Operating Advisor, as applicable, or individually (but not to otherwise direct, manage or prosecute
such litigation or claim); provided, however, nothing in this subsection shall be interpreted to preclude the applicable
Special Servicer (with respect to any material Loan-Related Litigation and with respect to any Mortgage Loan other than an Excluded
Loan, with the consent or consultation of the Directing Holder prior to the occurrence and continuance of a Control Termination
Event or Consultation Termination Event, respectively) from initiating any action, suit, litigation or proceeding in its name
as representative of the Trust. For the avoidance of doubt, nothing in this Section shall impact the indemnification rights of
the parties as set forth in Section 6.04.


 


Notwithstanding
the foregoing or anything to the contrary in this Section, this Section shall not apply to any Loan-Related Litigation and shall
have no force and effect with respect thereto, in the event that either (i) at the time such Loan-Related Litigation is commenced
or at any time during the continuance of such Loan-Related Litigation, Rialto Capital Advisors, LLC is not the applicable Special
Servicer with respect to the related Mortgage Loan or related Whole Loan or has received notice of its replacement as applicable
Special Servicer with respect to the related Mortgage Loan or related Whole Loan whether or not such replacement is effective
or (ii) the Depositor, any Sponsor, any Mortgage Loan Seller, any Initial Purchaser, and Loan-Specific Initial Purchaser or any
of their respective Affiliates is an adverse party (with respect to the Trust or the applicable Special Servicer) to such Loan-Related
Litigation or holds any interest that is adverse to the Trust or the applicable Special Servicer in the related Mortgage Loan
or related Whole Loan (or any portion thereof) or the related Mortgaged Property to which Loan-Related Litigation relates, unless
otherwise agreed to in writing by each of the Depositor, Mortgage Loan Seller, Initial Purchaser, or Affiliate that is such a
party or holds such interest. In each case under clauses (i) and (ii) above, the applicable party listed above shall
use reasonable efforts to provide notice of such occurrence to the Master Servicer pursuant to this Agreement. For the avoidance
of doubt, the rights and obligations of the Master Servicer and the applicable Special Servicer relating to any Loan-Related Litigation
shall be limited solely to the representation of the Trust and itself, separate and apart from the interests of any other party
thereto. For the further avoidance of doubt, this Section shall not apply to any Loan-Related Litigation with respect to the Amazon
Seattle Whole Loan and shall have no force and effect with respect thereto for so long as Situs Holdings, LLC is the Amazon Seattle
Special Servicer. For the further avoidance of doubt, in such circumstance described in this paragraph, the rights and obligations
of the Master Servicer and the applicable Special Servicer relating to litigation shall be as otherwise set forth with respect
to servicing in this Agreement.


 


Section 3.32         
Credit Risk Retention. (a) (i) CREFI, prior to its acquisition
of the Class RR Certificates, will be required to enter into an agreement with the Pooled Retaining Sponsor, JPMCB and GACC,
(ii) the Loan-Specific retaining Sponsor, prior to its (or its “majority-owned affiliates”) acquisition of the
Class ST-VR Certificates, will be required to enter into an agreement with the Depositor, (iii) the Amazon Seattle Retaining
Third-Party Purchaser, prior to its acquisition of Certificates that constitute the Required Amazon Seattle Third-Party Purchaser
Retention Amount, will be required to enter into an agreement with the


 



    -346-


     


    

 


Depositor and the Amazon Seattle Loan-Specific Retaining
Sponsor, (iv) the Loan-Specific Retaining Sponsor, prior to the acquisition by the Amazon Seattle Retaining Third Party Purchaser
of the Class 300P-RR Certificates, will be required to enter into an agreement with the Depositor and (v) the Loan-Specific Retaining
Sponsor and the Amazon Seattle Retaining Third Party Purchaser, prior to the acquisition by the Amazon Retaining Third-Party Purchaser
of the Class 300P-RR Certificates, will be required to enter into an agreement with the Depositor (collectively, the “Credit
Risk Retention Compliance Agreements”).


 


(b)           None of the Master Servicer, Trustee, the Certificate Administrator or the Custodian shall be obligated to monitor, supervise
or enforce the performance of any party under the Credit Risk Retention Compliance Agreements.


 


Section 3.33         
Resignation Upon Prohibited Risk Retention Affiliation. Under the Risk Retention Rule, any Amazon Seattle Retaining Third-Party
Purchaser is prohibited from being Risk Retention Affiliated with, among other persons, the Master Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer. As long as the prohibition exists, upon
the occurrence of (i) a Servicing Officer of the Master Servicer or a Responsible Officer of the Certificate Administrator
or the Trustee, as applicable, obtaining actual knowledge that the Master Servicer, the Certificate Administrator or the Trustee,
as applicable, is or has become Risk Retention Affiliated with or a Risk Retention Affiliate of the Amazon Seattle Retaining Third-Party
Purchaser (in such case, an “Impermissible TPP Affiliate”), (ii) the Master Servicer, the Certificate
Administrator or the Trustee receiving written notice by any other party to this Agreement, the Amazon Seattle Retaining Third-Party
Purchaser, a Sponsor or any Underwriter or Initial Purchaser that the Master Servicer, the Certificate Administrator or the Trustee,
as applicable, is or has become an Impermissible TPP Affiliate, or (iii) the Operating Advisor or the Asset Representations
Reviewer obtaining actual knowledge that it is or has become a Risk Retention Affiliate of the Amazon Seattle Retaining Third-Party
Purchaser or any other party to this Agreement (in such case, an “Impermissible Operating Advisor Affiliate”
and “Impermissible Asset Representations Reviewer Affiliate”, respectively; and either of an Impermissible
TPP Affiliate, an Impermissible Operating Advisor Affiliate and an Impermissible Asset Representations Reviewer Affiliate being
an “Impermissible Risk Retention Affiliate”), such Impermissible Risk Retention Affiliate shall be required
to promptly notify the Amazon Seattle Loan-Specific Retaining Sponsor and the parties to this Agreement and resign in accordance
with Section 3.26, Section 6.05, Section 8.07 or Section 12.03, as applicable.
The resigning Impermissible Risk Retention Affiliate shall bear all reasonable out-of-pocket costs and expenses of each other
party to this Agreement, the Trust and each Rating Agency in connection with such resignation as and to the extent required under
this Agreement; provided, however, if the affiliation causing an Impermissible Risk Retention Affiliate is the result
of the Amazon Seattle Retaining Third-Party Purchaser acquiring an interest in such Impermissible Risk Retention Affiliate or
an Affiliate of such Impermissible Risk Retention Affiliate, then such costs and expenses will be an expense of the Trust.


 


Section 3.34         
SOMA Teleco Office Trust Subordinate Companion Loan. (a) With
respect to the SOMA Teleco Office Trust Subordinate Companion Loan, references to actions being taken for the benefit of the SOMA
Teleco Office Trust Subordinate Companion Loan or in the best interests of the holders of the SOMA Teleco Office Loan-Specific
Certificates in this Agreement shall be deemed to be taken (and subject to the same


 



    -347-


     


    

 


considerations) also for the benefit of, or
to be taken in the best interests of, the Holders of such SOMA Teleco Office Loan-Specific Certificates, as beneficial owners
of the SOMA Teleco Office Trust Subordinate Companion Loan.


 


(b)           Any notices, reports or other information related to the SOMA Teleco Office Trust Subordinate Companion Loan required to be delivered
by a party under this Agreement or the related Co-Lender Agreement to the Holders of the SOMA Teleco Office Loan-Specific Certificates
or the holders of the SOMA Teleco Office Trust Subordinate Companion Loan shall be delivered (in lieu of delivery to such holders)
to the SOMA Teleco Office Loan-Specific Directing Holder by such party within the same time periods as such notices, reports or
other information are required to be delivered to the holder of the SOMA Teleco Office Trust Subordinate Companion Loan.


 


(c)         
  Any consents required to be obtained from the holder of the SOMA Teleco Office Trust Subordinate Companion Loan under this Agreement
or the related Co-Lender Agreement or any obligation under this Agreement or the related Co-Lender Agreement of the Master Servicer
or the applicable Special Servicer or other party to this Agreement to consult with or obtain the consent of or follow the direction
of the holder of the SOMA Teleco Office Trust Subordinate Companion Loan shall instead be deemed to require such Person to consult
with, obtain the consent of or follow the direction of the SOMA Teleco Office Loan-Specific Directing Holder.


 


(d)           With respect to the SOMA Teleco Office Whole Loan, subject to the foregoing and applicable REMIC Provisions, the SOMA Teleco Office
Loan-Specific Directing Holder may direct the Master Servicer or the applicable Special Servicer, on behalf of the Trustee and
the holders of the SOMA Teleco Office Loan-Specific Certificates, to implement the holder of the SOMA Teleco Office Trust Subordinate
Companion Loan’s exercise of any rights, to the extent that such holder is entitled to such rights under the related Co-Lender
Agreement.


 


(e)          
Prior to the applicable Special Servicer obtaining the consent of, or consulting with the SOMA Teleco Office Loan-Specific
Directing Holder to the extent provided for under the related Co-Lender Agreement, the SOMA Teleco Office Loan-Specific Directing
Holder shall have delivered to the applicable Special Servicer an officer’s certificate in form and substance acceptable
to the applicable Special Servicer (with a copy to the Master Servicer), as applicable, stating such party is not the related
Mortgagor or an affiliate of the related Mortgagor or acting on behalf of the related Mortgagor or one or more of its Affiliates.


 


(f)            
At any time the SOMA Teleco Office Mortgage Loan is not part of the Trust, the Master Servicer or applicable Special Servicer
shall have no obligation to service such Mortgage Loan and shall solely service the SOMA Teleco Office Trust Subordinate Companion
Loan until the SOMA Teleco Office Trust Subordinate Companion Loan is removed from the Trust pursuant to Section 3.34(g)
and shall have no obligation to make any Advance with respect to the SOMA Teleco Office Trust Subordinate Companion Loan,
the related Mortgage Loan or the related AB Whole Loan.


 


(g)           
Within two (2) Business Days following the removal of the SOMA Teleco Office Mortgage Loan from the Trust as a result of a repurchase
of such Mortgage Loan by the


 



    -348-


     


    

 


related Mortgage Loan Seller, the applicable Special Servicer shall provide written notice (a “SOMA
Teleco Office Exchange Election Notice”) to the Certificate Administrator who shall upon receipt thereof notify the
SOMA Teleco Office Loan-Specific Directing Holder and the Holders of the SOMA Teleco Office Loan-Specific Certificates (by posting
such SOMA Teleco Office Exchange Election Notice to the Certificate Administrator’s Website) that the Holders of all of
the SOMA Teleco Office Loan-Specific Certificates may unanimously elect to exchange their Certificates for the SOMA Teleco Office
Trust Subordinate Companion Loan (a “SOMA Teleco Office Exchange”) by delivery of written notice (a “SOMA
Teleco Office Acceptance Notice”) to the Depositor, Master Servicer, applicable Special Servicer, Certificate Administrator
and Trustee within five (5) Business Days of receipt of the SOMA Teleco Office Exchange Election Notice. In the event a SOMA Teleco
Office Acceptance Notice is not delivered within such five (5) Business Days, the applicable Special Servicer shall use commercially
reasonable efforts to sell the SOMA Teleco Office Trust Subordinate Companion Loan for the fair value of such asset. The Holders
of such Class of Certificates shall pay (from their own funds and not from amounts allocable from any portion of the Trust to
such Class of Certificates) all costs and expenses of the Master Servicer, the applicable Special Servicer, the Certificate Administrator
and Trustee incurred in connection with the SOMA Teleco Office Exchange. The SOMA Teleco Office Exchange shall be subject to the
reasonable procedures established by the applicable Special Servicer, Trustee and Certificate Registrar in connection with the
SOMA Teleco Office Exchange.


 


Section 3.35         
Amazon Seattle Trust Subordinate Companion Loan. (a) With respect to the Amazon Seattle Trust Subordinate Companion
Loan, references to actions being taken for the benefit of the Amazon Seattle Trust Subordinate Companion Loan or in the best
interests of the holders of the Amazon Seattle Loan-Specific Certificates in this Agreement shall be deemed to be taken (and subject
to the same considerations) also for the benefit of, or to be taken in the best interests of, the Holders of such Amazon Seattle
Loan-Specific Certificates, as beneficial owners of the Amazon Seattle Trust Subordinate Companion Loan.


 


(b)           Any notices, reports or other information related to the Amazon Seattle Trust Subordinate Companion Loan required to be delivered
by a party under this Agreement or the related Co-Lender Agreement to the Holders of the Amazon Seattle Loan-Specific Certificates
or the holders of the Amazon Seattle Trust Subordinate Companion Loan shall be delivered (in lieu of delivery to such holders)
to the Amazon Seattle Loan-Specific Directing Holder by such party within the same time periods as such notices, reports or other
information are required to be delivered to the holder of the Amazon Seattle Trust Subordinate Companion Loan.


 


(c)         
  Any consents required to be obtained from the holder of the Amazon Seattle Trust Subordinate Companion Loan under this Agreement
or the related Co-Lender Agreement or any obligation under this Agreement or the related Co-Lender Agreement of the Master Servicer
or the applicable Special Servicer or other party to this Agreement to consult with or obtain the consent of or follow the direction
of the holder of the Amazon Seattle Trust Subordinate Companion Loan shall instead be deemed to require such Person to consult
with, obtain the consent of or follow the direction of the Amazon Seattle Loan-Specific Directing Holder.


 






    -349-


     


    

 


(d)           With respect to the Amazon Seattle Whole Loan, subject to the foregoing and applicable REMIC Provisions, the Amazon Seattle Loan-Specific
Directing Holder may direct the Master Servicer or the applicable Special Servicer, on behalf of the Trustee and the holders of
the Amazon Seattle Loan-Specific Certificates, to implement the holder of the Amazon Seattle Trust Subordinate Companion Loan’s
exercise of any rights, to the extent that such holder is entitled to such rights under the related Co-Lender Agreement.


 


(e)           
Prior to the applicable Special Servicer obtaining the consent of, or consulting with the Amazon Seattle Loan-Specific Directing
Holder to the extent provided for under the related Co-Lender Agreement, the Amazon Seattle Loan-Specific Directing Holder shall
have delivered to the applicable Special Servicer an officer’s certificate in form and substance acceptable to the applicable
Special Servicer (with a copy to the Master Servicer), as applicable, stating such party is not the related Mortgagor or an affiliate
of the related Mortgagor or acting on behalf of the related Mortgagor or one or more of its Affiliates.


 


(f)          
 At any time the Amazon Seattle Mortgage Loan is not part of the Trust, the Master Servicer or applicable Special Servicer shall
have no obligation to service such Mortgage Loan and shall solely service the Amazon Seattle Trust Subordinate Companion Loan
until the Amazon Seattle Trust Subordinate Companion Loan is removed from the Trust pursuant to Section 3.34(g) and
shall have no obligation to make any Advance with respect to the Amazon Seattle Trust Subordinate Companion Loan, the related
Mortgage Loan or the related AB Whole Loan.


 


(g)         
Within two (2) Business Days following the removal of the Amazon Seattle Mortgage Loan from the Trust as a result of a repurchase
of such Mortgage Loan by the related Mortgage Loan Seller, the applicable Special Servicer shall provide written notice (an “Amazon
Seattle Exchange Election Notice”) to the Certificate Administrator who shall upon receipt thereof notify the Amazon
Seattle Loan-Specific Directing Holder and the Holders of the Amazon Seattle Loan-Specific Certificates (by posting such Amazon
Seattle Exchange Election Notice to the Certificate Administrator’s Website) that the Holders of all of the Amazon Seattle
Loan-Specific Certificates may unanimously elect to exchange their Certificates for the Amazon Seattle Trust Subordinate Companion
Loan (an “Amazon Seattle Exchange”) by delivery of written notice (an “Amazon Seattle Acceptance Notice”)
to the Depositor, Master Servicer, applicable Special Servicer, Certificate Administrator and Trustee within five (5) Business
Days of receipt of the Amazon Seattle Exchange Election Notice. In the event an Amazon Seattle Acceptance Notice is not delivered
within such five (5) Business Days, the applicable Special Servicer shall use commercially reasonable efforts to sell the Amazon
Seattle Trust Subordinate Companion Loan for the fair value of such asset. The Holders of such Class of Certificates shall pay
(from their own funds and not from amounts allocable from any portion of the Trust to such Class of Certificates) all costs and
expenses of the Master Servicer, the applicable Special Servicer, the Certificate Administrator and Trustee incurred in connection
with the Amazon Seattle Exchange. The Amazon Seattle Exchange shall be subject to the reasonable procedures established by the
applicable Special Servicer, Trustee and Certificate Registrar in connection with the Exchange.


 


Section 3.36         
SOMA Teleco Office Loan-Specific Directing Holder. (a)  The
Certificateholder(s) holding more than fifty percent (50%) of the Certificate Balance of the


 



    -350-


     


    

 


SOMA Teleco Office Controlling Class,
shall have the right to appoint and replace (for any reason) the SOMA Teleco Office Controlling Class Representative.


 


(b)              
No SOMA Teleco Office Loan-Specific Directing Holder shall have any liability to the Holders of the SOMA Teleco Office Loan-Specific
Certificates or any other Certificateholders for any action taken, or for refraining from the taking of any action or the giving
of any consent or failure to give any consent in good faith pursuant to this Agreement or errors in judgment. By its acceptance
of a SOMA Teleco Office Loan-Specific Certificate or other Certificate, each holder of a SOMA Teleco Office Loan-Specific Certificate
or other Certificate will be deemed to have confirmed its agreement that the SOMA Teleco Office Loan-Specific Directing Holder
may take or refrain from taking actions, or give or refrain from giving any consents, that favor the interests of the appointing
Certificateholder(s) over any other holder of such Class of Certificates or other Certificate, and that the SOMA Teleco Office
Loan-Specific Directing Holder may have special relationships and interests that conflict with the interests of other Holders
of such Class of Certificates or any other Certificates, will be deemed to have agreed to take no action against the SOMA Teleco
Office Loan-Specific Directing Holder or any of its officers, directors, employees, principals or agents as a result of such special
relationships or interests, and that no SOMA Teleco Office Loan-Specific Directing Holder will be deemed to have been grossly
negligent or reckless, or to have acted in bad faith or engaged in willful misconduct or to have recklessly disregarded any exercise
of its rights by reason of its having acted or refrained from acting, or having given any consent or having failed to give any
consent, solely in the interests of the Holders of the SOMA Teleco Office Loan-Specific Certificates.


 


(c)         
Each Holder of a SOMA Teleco Office Loan-Specific Certificate is hereby deemed to have agreed by virtue of its purchase of such
a Certificate to provide its name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate
Administrator, the Special Servicer and the Operating Advisor of the transfer of any such Certificate, the selection of the SOMA
Teleco Office Loan-Specific Directing Holder or the resignation or removal thereof, by delivering a notice to each such Person
substantially in the form of Exhibit MM, attached hereto (which notice shall include the contact information of the
selected SOMA Teleco Office Loan-Specific Directing Holder, if applicable).


 


Section 3.37         
Amazon Seattle Loan-Specific Directing Holder. (a)  The Certificateholder(s) holding more than fifty percent
(50%) of the Certificate Balance of the Amazon Seattle Controlling Class, shall have the right to appoint and replace (for any
reason) the Amazon Seattle Controlling Class Representative.


 


(b)              
No Amazon Seattle Loan-Specific Directing Holder shall have any liability to the Holders of the Amazon Seattle Loan-Specific Certificates
or any other Certificateholders for any action taken, or for refraining from the taking of any action or the giving of any consent
or failure to give any consent in good faith pursuant to this Agreement or errors in judgment. By its acceptance of an Amazon
Seattle Loan-Specific Certificate or other Certificate, each holder of an Amazon Seattle Loan-Specific Certificate or other Certificate
will be deemed to have confirmed its agreement that the S Amazon Seattle Loan-Specific Directing Holder may take or refrain from
taking actions, or give or refrain from giving any consents, that favor the interests of the appointing Certificateholder(s) over
any other holder of such Class of


 



    -351-


     


    

 


Certificates or other Certificate, and that the Amazon Seattle Loan-Specific Directing Holder
may have special relationships and interests that conflict with the interests of other Holders of such Class of Certificates or
any other Certificates, will be deemed to have agreed to take no action against the Amazon Seattle Loan-Specific Directing Holder
or any of its officers, directors, employees, principals or agents as a result of such special relationships or interests, and
that no Amazon Seattle Loan-Specific Directing Holder will be deemed to have been grossly negligent or reckless, or to have acted
in bad faith or engaged in willful misconduct or to have recklessly disregarded any exercise of its rights by reason of its having
acted or refrained from acting, or having given any consent or having failed to give any consent, solely in the interests of the
Holders of the Amazon Seattle Loan-Specific Certificates.


 


(c)         
Each Holder of an Amazon Seattle Loan-Specific Certificate is hereby deemed to have agreed by virtue of its purchase of such a
Certificate to provide its name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate
Administrator, the Special Servicer and the Operating Advisor of the transfer of any such Certificate, the selection of the Amazon
Seattle Loan-Specific Directing Holder or the resignation or removal thereof, by delivering a notice to each such Person substantially
in the form of Exhibit MM, attached hereto (which notice shall include the contact information of the selected Amazon
Seattle Loan-Specific Directing Holder, if applicable).


 


Section 3.38         
Certain Matters with Respect to Joint Mortgage Loans. (a) If a Mortgage
Loan Seller with respect to a Joint Mortgage Loan (a “Repurchasing Mortgage Loan Seller”) repurchases the Mortgage
Note(s) (as such term is defined in this Section 3.38(a)) (a “Repurchased Note”) related to such Joint
Mortgage Loan that it sold to the Depositor, but the other Mortgage Loan Seller with respect to such Joint Mortgage Loan does
not repurchase the Mortgage Note(s) related to such Joint Mortgage Loan that it sold to the Depositor, the provisions of this
Section 3.38 shall apply prior to the adoption, pursuant to Section 13.01(l), of any amendment to this
Agreement that provides otherwise. Each Mortgage Loan Seller of a Joint Mortgage Loan has agreed pursuant to the terms of the
related Mortgage Loan Purchase Agreement that the terms set forth in this Section 3.38 with respect to the servicing
and administration of such Joint Mortgage Loan shall apply if one or more of the Mortgage Notes related to such Joint Mortgage
Loan has been repurchased from the Trust and at least one other Mortgage Note related to such Joint Mortgage Loan is included
in the Trust until such time as all of the Mortgage Notes related to such Joint Mortgage Loan are no longer included in the Trust.
For purposes of this Section 3.38, Section 13.01(l) and Section 13.08(a) only, “Mortgage
Note” shall mean with respect to any Joint Mortgage Loan, each original promissory note that collectively represents the
Mortgage Note (as defined in Article I) with respect to such Joint Mortgage Loan and shall not be a collective reference to such
promissory notes. With respect to any Joint Mortgage Loan that is part of a Whole Loan, clauses (b)–(j) below
shall not apply, and the terms of the related Co-Lender Agreement shall continue to govern the relationship between the related
Mortgage Notes as if each related Repurchased Note were a Serviced Pari Passu Companion Loan or Non-Serviced Pari Passu Companion
Loan, as applicable. With respect to any other Joint Mortgage Loan, clauses (b)–(j) below shall apply to such
Joint Mortgage Loan.


 


(b)              
Custody of and record title under the Mortgage Loan documents with respect to the applicable Joint Mortgage Loan shall be held
exclusively by the Custodian as provided under this Agreement or, with respect to a Non-Serviced Mortgage Loan, the Non-


 



    -352-


     


    

 


Serviced
Custodian as provided under the related Non-Serviced PSA, except that the Repurchasing Mortgage Loan Seller shall hold and retain
title to its original Repurchased Note(s) and any related endorsements thereof.


 


(i)         
All of the Mortgage Notes with respect to any Joint Mortgage Loan shall be of equal priority with each other, and no portion of
any Mortgage Note shall have priority or preference over any other portion of the other Mortgage Notes or security therefor. Payments
from the related Mortgagor (including, without limitation, any Penalty Charges) or any other amounts received with respect to
each Mortgage Note shall be collected as provided in this Agreement by the applicable Master Servicer and shall be applied upon
receipt by such Master Servicer pro rata to each related Mortgage Note based on its respective Mortgage Loan Seller Percentage
Interest, subject to Section 3.38(b)(ii). Payments or any other amounts received with respect to the related Repurchased
Note shall be held in trust for the benefit of the applicable Repurchasing Mortgage Loan Seller and remitted (net of its pro
rata share of amounts payable at the Administrative Cost Rate and any other amounts due to the applicable Master Servicer
or the applicable Special Servicer) to the applicable Repurchasing Mortgage Loan Seller or its designee by the applicable Master
Servicer on each Distribution Date pursuant to instructions provided by the applicable Repurchasing Mortgage Loan Seller and deposited
and applied in accordance with this Agreement, subject to Section 3.38(b)(ii). If any Joint Mortgage Loan to which
this Section 3.38 applies becomes an REO Loan, payments or any other amounts received with respect to any such Joint
Mortgage Loan shall be collected and shall be applied upon receipt by the applicable Master Servicer pro rata to each related
Mortgage Note based on its respective Mortgage Loan Seller Percentage Interest, subject to Section 3.38(b)(ii). Any
Appraisal Reduction Amounts calculated with respect to any Joint Mortgage Loan subject to this Section 3.38 shall
be allocated to each related Mortgage Note pro rata based upon the respective unpaid principal balances thereof.


 


(ii)         
If the applicable Master Servicer or the applicable Special Servicer, as applicable, receives an aggregate payment of less than
the aggregate amount due under any such Joint Mortgage Loan at any particular time, the applicable Repurchasing Mortgage Loan
Seller shall receive from such Master Servicer an amount equal to its Mortgage Loan Seller Percentage Interest of such payment.
All expenses, losses and shortfalls relating solely to such Joint Mortgage Loan including, without limitation, losses of principal
or interest, Nonrecoverable Advances, interest on Servicing Advances, Special Servicing Fees, Workout Fees and Liquidation Fees
(including any such fees related to the applicable Mortgage Notes), shall be allocated between the holders of the related Mortgage
Notes pro rata based upon the respective unpaid principal balances thereof. In no event shall any costs, expenses, fees
or any other amounts related to any Mortgage Loan or Joint Mortgage Loan other than the applicable Joint Mortgage Loan be deducted
from payments or any other amounts received with respect to such Joint Mortgage Loan and payable to the applicable Repurchasing
Mortgage Loan Seller.


 


(iii)         
A Joint Mortgage Loan that is not a Non-Serviced Mortgage Loan and to which this Section 3.38 applies shall be serviced
for the benefit of the applicable Repurchasing Mortgage Loan Seller and the Certificateholders pursuant to the terms and


 



    -353-


     


    

 


conditions
of this Agreement in accordance with the Servicing Standard and in accordance with the provisions herein as if (A) such Joint
Mortgage Loan were a Serviced Whole Loan, (B) the related Mortgage Note(s) not repurchased were (1) a Serviced Pari Passu
Mortgage Loan and (2) the only Mortgage Loan that is part of such Joint Mortgage Loan (or related Serviced Whole Loan), and (C)
the related Repurchased Note were a Serviced Pari Passu Companion Loan. No Repurchasing Mortgage Loan Seller shall be permitted
to terminate the applicable Master Servicer, the applicable Special Servicer or the Operating Advisor as servicer, special servicer
or operating advisor, respectively, of the related Repurchased Note. All rights of the mortgagee under each such Joint Mortgage
Loan shall be exercised by the applicable Master Servicer or the applicable Special Servicer, as applicable, on behalf of the
Trust to the extent of its interest therein and the applicable Repurchasing Mortgage Loan Seller in accordance with this Agreement.


 


(iv)       With respect to a Joint Mortgage Loan that is not a Non-Serviced Mortgage Loan and to which this Section 3.38 applies,
the related Repurchasing Mortgage Loan Seller shall be treated hereunder as if it were a Serviced Pari Passu Companion Loan Holder
on a pari passu basis. Funds collected by the applicable Master Servicer or the applicable Special Servicer, as applicable,
and applied to the applicable Mortgage Notes shall be deposited and disbursed in accordance with the provisions hereof relating
to holders of promissory notes comprising Serviced Whole Loans that are pari passu in right of payment. Compensation shall
be paid to the applicable Master Servicer, the applicable Special Servicer and the Operating Advisor with respect to each Repurchased
Note as provided in this Agreement as if each such Repurchased Note were a Serviced Pari Passu Companion Loan. None of the Trustee,
the Certificate Administrator, the Custodian, the applicable Master Servicer, the applicable Special Servicer or the Operating
Advisor shall have any obligation to make P&I Advances with respect to any Repurchased Note or, if no related Mortgage Note
is part of the Trust, a Servicing Advance with respect to any Repurchased Note. Except as otherwise specified herein, the applicable
Master Servicer and the applicable Special Servicer shall have no reporting requirement with respect to any Repurchased Note other
than to deliver to the related Repurchasing Mortgage Loan Seller any document as is required to be delivered to a holder of a
Serviced Pari Passu Companion Loan hereunder.


 


(c)             
If any non-repurchased Mortgage Note relating to a Joint Mortgage Loan to which this Section 3.38 applies is a Specially
Serviced Loan, then any related Repurchased Note shall also be a Specially Serviced Loan under this Agreement. The applicable
Special Servicer shall cause such related Repurchased Note to be specially serviced for the benefit of the applicable Repurchasing
Mortgage Loan Seller in accordance with the terms and provisions set forth in this Agreement and shall be entitled to any Special
Servicing Fee, Workout Fee or Liquidation Fee payable to the Special Servicer under this Agreement as with respect to a Serviced
Pari Passu Companion Loan.


 


(d)              
If (A) the applicable Master Servicer shall pay any amount to any Repurchasing Mortgage Loan Seller pursuant to the terms hereof
in the belief or expectation that a related payment has been made or will be received or collected in connection with any or all
of the applicable Mortgage Notes and (B) such related payment is not received or collected by such


 



    -354-


     


    

 


Master Servicer, then the applicable
Repurchasing Mortgage Loan Seller shall promptly on demand by such Master Servicer return such amount to such Master Servicer.
If such Master Servicer determines at any time that any amount received or collected by such Master Servicer in respect of any
Joint Mortgage Loan to which this Section 3.38 applies must be returned to the related Mortgagor or paid to any other
person or entity pursuant to any insolvency law or otherwise, notwithstanding any other provision of this Agreement, such Master
Servicer shall not be required to distribute any portion thereof to the related Repurchasing Mortgage Loan Seller, and such Repurchasing
Mortgage Loan Seller shall promptly on demand by such Master Servicer repay (which obligation shall survive the termination of
this Agreement) any portion thereof that such Master Servicer shall have distributed to such Repurchasing Mortgage Loan Seller,
together with interest thereon at such rate, if any, as such Master Servicer may pay to the related Mortgagor or such other person
or entity with respect thereto.


 


(e)         
With respect to a Joint Mortgage Loan that is not a Non-Serviced Mortgage Loan and to which this Section 3.38 applies,
subject to this Agreement (including, without limitation, the consent and consultation rights of the Directing Certificateholder
and any consultation rights of the Operating Advisor), the applicable Master Servicer or the applicable Special Servicer, as applicable,
on behalf of the holders of any of the Repurchased Notes, shall have the exclusive right and obligation to (i) administer, service
and make all decisions and determinations regarding the related Joint Mortgage Loan and (ii) enforce the applicable Mortgage Loan
documents as provided hereunder. Without limiting the generality of the preceding sentence, the applicable Master Servicer or
the applicable Special Servicer, as applicable, may agree to any modification, waiver or amendment of any term of, forgive interest
on and principal of, capitalize interest on, permit the release, addition or substitution of collateral securing, and/or permit
the release of the related Mortgagor on or any guarantor of any Joint Mortgage Loan it is required to service and administer as
contemplated by this Section 3.38, without the consent of the related Repurchasing Mortgage Loan Seller, subject,
however, to the terms of this Agreement as they pertain to a Serviced Pari Passu Companion Loan.


 


(f)          
In taking or refraining from taking any action permitted hereunder, the applicable Master Servicer and the applicable Special
Servicer shall each be subject to the same degree of care with respect to the administration and servicing of the Joint Mortgage
Loans that are not Non-Serviced Mortgage Loans and to which this Section 3.38 applies as is consistent with this Agreement
and shall be liable to any Repurchasing Mortgage Loan Seller only to the same extent as set forth herein with respect to any holder
of a Serviced Pari Passu Companion Loan.


 


(g)         
If the Trustee, the applicable Master Servicer or the applicable Special Servicer has made a Servicing Advance with respect to
any Repurchased Note which would otherwise be reimbursable to such advancing party under this Agreement, and such Advance is determined
to be a Nonrecoverable Advance, the applicable Repurchasing Mortgage Loan Seller shall reimburse the Trust in an amount equal
to such Repurchasing Mortgage Loan Seller’s Mortgage Loan Seller Percentage Interest of such Nonrecoverable Advance with
interest thereon. Notwithstanding the foregoing, the applicable Repurchasing Mortgage Loan Seller shall not be obligated to reimburse
the Trustee, the applicable Master Servicer or the applicable Special Servicer (and amounts due to the applicable Repurchasing
Mortgage Loan Seller shall not be offset) for Advances or interest thereon or any amounts related to any Mortgage Loans or any


 



    -355-


     


    

 



other Joint Mortgage Loan other than such amounts relating to the applicable Repurchased Note. To the extent that the applicable
Repurchasing Mortgage Loan Seller reimburses any such Nonrecoverable Advances and such amounts are subsequently recovered, the
applicable Repurchasing Mortgage Loan Seller shall receive a reimbursement from such recovery based on its Mortgage Loan Seller
Percentage Interest of such recovery. This reimbursement right shall not limit the Trustee’s, the applicable Master Servicer’s
or the applicable Special Servicer’s rights to reimbursement under this Agreement. Notwithstanding anything to the contrary
contained herein, the total liability of each Repurchasing Mortgage Loan Seller shall not exceed an amount equal to its Mortgage
Loan Seller Percentage Interest of the amount to be reimbursed.


 


(h)         
Each Repurchasing Mortgage Loan Seller shall have the right to assign the related Repurchased Note; provided that, with
respect to a Joint Mortgage Loan that is not a Non-Serviced Mortgage Loan and to which this Section 3.38 applies,
the assignee of the related Repurchased Note shall agree in writing to be bound by the terms of this Agreement.


 


(i)           
With respect to a Joint Mortgage Loan that is not a Non-Serviced Mortgage Loan and to which this Section 3.38 applies,
the applicable Master Servicer and the applicable Special Servicer shall, in connection with their servicing and administrative
duties under this Agreement, exercise efforts consistent with the Servicing Standard to execute and deliver, on behalf of each
Repurchasing Mortgage Loan Seller as a holder of a pari passu interest in the applicable Joint Mortgage Loan, any and all
financing statements, continuation statements and other documents and instruments necessary to maintain the lien created by any
Mortgage or other security document related to the applicable Joint Mortgage Loan on the related Mortgaged Property and related
collateral, any and all modifications, waivers, amendments or consents to or with respect to the related Joint Mortgage Loan documents,
and any and all instruments of satisfaction or cancellation, or of full release or discharge, and all other comparable instruments
with respect to the related Repurchased Note or related Repurchased Notes and the related Mortgaged Property all in accordance
with, and subject to, the terms of this Agreement. Each Repurchasing Mortgage Loan Seller agrees to furnish, or cause to be furnished,
to the applicable Master Servicer and the applicable Special Servicer any powers of attorney or other documents necessary or appropriate
to enable such Master Servicer or such Special Servicer, as the case may be, to carry out its servicing and administrative duties
under this Agreement related to the applicable Joint Mortgage Loan; provided that such Repurchasing Mortgage Loan Seller
shall not be liable, and shall be indemnified by the applicable Master Servicer or the applicable Special Servicer, as applicable,
for any negligence with respect to, or misuse of, any such power of attorney by such Master Servicer or such Special Servicer,
as the case may be; provided, further, that the applicable Master Servicer or the applicable Special Servicer, without
the written consent of the applicable Repurchasing Mortgage Loan Seller, shall not initiate any action in the name of such Repurchasing
Mortgage Loan Seller without indicating its representative capacity or take any action with the intent to cause and that actually
causes, such Repurchasing Mortgage Loan Seller to be registered to do business in any state.


 


(j)          
Pursuant to the related Mortgage Loan Purchase Agreement, the applicable Repurchasing Mortgage Loan Seller is required to deliver
to the applicable Master Servicer or the applicable Special Servicer, as applicable, the Mortgage Loan documents related to the
applicable Repurchased Note, any requests for release and any court pleadings, requests for trustee’s sale or other documents
necessary to the foreclosure or trustee’s sale in respect of 


 



    -356-


     


    

 


the related Mortgaged Property or to any legal action or to
enforce any other remedies or rights provided by the Mortgage Note(s) or the Mortgage(s) or otherwise available at law or equity
with respect to the related Repurchased Note.


 


ARTICLE
IV



distributions TO CERTIFICATEHOLDERS

AND POOLED RR INTEREST OWNER


 


Section 4.01         
Distributions.


 


(a)         
Distributions of Pooled VRR Available Funds. On each Distribution Date, the Certificate Administrator shall be deemed to
transfer the Lower-Tier Distribution Amount from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC
Distribution Account with respect to the Class LRR Uncertificated Interest and the LRI Uncertificated Interest in the amount
of the Pooled VRR Available Funds, in the amounts and priorities set forth below, and immediately thereafter, for so long as the
aggregate Pooled VRR Interest Balance has not been reduced to zero, shall make a distribution thereof from the Upper-Tier
REMIC Distribution Account, satisfying in full, to the extent required and possible, each priority before making any distribution
with respect to any succeeding priority:


 


(i)         
first, to the Pooled RR Interest Owner and the Holders of the Class RR Certificates, pro rata based on their
respective Pooled VRR Interest Balances, in respect of interest, up to an amount equal to the Pooled VRR Interest Distribution
Amount for such Distribution Date;


 


(ii)         
second, to the Pooled RR Interest Owner and the Holders of the Class RR Certificates, pro rata based on their
respective Pooled VRR Interest Balances, in reduction of their respective Pooled VRR Interest Balances, up to an amount equal
to the Pooled VRR Principal Distribution Amount for such Distribution Date until the outstanding Pooled VRR Interest Balance has
been reduced to zero;


 


(iii)         
third, to the Pooled RR Interest Owner and the Holders of the Class RR Certificates, pro rata based on their
respective Pooled VRR Interest Balances, up to an amount equal to the unreimbursed Pooled VRR Realized Losses previously allocated
to the Pooled VRR Interest, plus interest on that amount equal to the Pooled VRR Realized Loss Interest Distribution Amount for
such Distribution Date;


 


provided,
however, that to the extent the Pooled VRR Available Funds remain in the Upper-Tier REMIC Distribution Account after applying
amounts set forth in clauses (i)-(iii) above, any such amounts so remaining shall be disbursed to the Holders of the
Class R Certificates in respect of the Class UR Interest.


 


(b)              
Distributions of Pooled Non-VRR Available Funds. On each Distribution Date, to the extent of the Pooled Non-VRR Available
Funds for such Distribution Date, the Certificate Administrator shall be deemed to transfer the Lower-Tier Distribution Amount
from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account in


 



    -357-


     


    

 


the amounts and priorities
set forth in Section 4.01(f) with respect to each Class of Lower-Tier Regular Interests (other than the Class LRR
Uncertificated Interest and the LRI Uncertificated Interest), and immediately thereafter, shall make distributions thereof from
the Upper-Tier REMIC Distribution Account in the following order of priority, satisfying in full, to the extent required and
possible, each priority before making any distribution with respect to any succeeding priority:


 


(i)            
first, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates,
the Class A-4 Certificates, the Class A-5 Certificates, the Class A-SB Certificates, the Class X-A Certificates,
the Class X-B Certificates, the Class X-D Certificates, the Class X-F Certificates, the Class X-G Certificates and the Class
X-H Certificates, in respect of interest, up to an amount equal to, and pro rata in accordance with, the respective Interest
Distribution Amounts in respect of such Class of Certificates for such Distribution Date;


 


(ii)           
second, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates,
the Class A-4 Certificates, the Class A-5 Certificates and the Class A-SB Certificates in reduction of the Certificate
Balances thereof: (I) prior to the Cross-Over Date (1) first, to the Holders of the Class A-SB Certificates,
in an amount up to the Pooled Non-VRR Principal Distribution Amount, until the outstanding Certificate Balance of the Class A-SB
Certificates has been reduced to the Class A-SB Scheduled Principal Balance for such Distribution Date; (2) second,
to the Holders of the Class A-1 Certificates, in an amount up to the Pooled Non-VRR Principal Distribution Amount (or the
portion thereof remaining after any distributions specified in subclause (1) above have been made on such Distribution
Date), until the outstanding Certificate Balance of the Class A-1 Certificates has been reduced to zero; (3) third,
to the Holders of the Class A-2 Certificates in an amount up to the Pooled Non-VRR Principal Distribution Amount (or the
portion thereof remaining after any distributions specified in subclauses (1) and (2) above have been made
on such Distribution Date), until the outstanding Certificate Balance of the Class A-2 Certificates has been reduced to zero;
(4) fourth, to the Holders of the Class A-3 Certificates, in an amount up to the Pooled Non-VRR Principal Distribution
Amount (or the portion thereof remaining after any distributions specified in subclauses (1), (2) and (3)
above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-3 Certificates
has been reduced to zero; (5) fifth, to the Holders of the Class A-4 Certificates, in an amount up to the Pooled
Non-VRR Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses (1),
(2), (3) and (4) above have been made on such Distribution Date), until the outstanding Certificate Balances
of the Class A-4 Certificates has been reduced to zero; (6) sixth, to the Holders of the Class A-5 Certificates,
in an amount up to the Pooled Non-VRR Principal Distribution Amount (or the portion thereof remaining after any distributions
specified in subclauses (1), (2), (3), (4) and (5) above have been made on such Distribution
Date), until the outstanding Certificate Balances of the Class A-5 Certificates has been reduced to zero; and (7) seventh,
to the Holders of the Class A-SB Certificates, in an amount up to the Pooled Certificate Principal Distribution Amount (or the
portion thereof remaining after any distributions specified in subclauses (1), (2), (3), (4), (5)
and (6) above have been made on such Distribution Date), until the outstanding Certificate


 



    -358-


     


    

 


 Balances of the Class A-SB
Certificates, without regard to the Class A-SB Scheduled Principal Balance, has been reduced to zero; and (II) on or
after the Cross-Over Date, to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB
Certificates, pro rata (based on their respective Certificate Balances) in an amount equal to the Pooled Non-VRR Principal
Distribution Amount for such Distribution Date, until the Certificate Balance of each of the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5 and Class A-SB Certificates is reduced to zero;


 


(iii)          
third, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates,
the Class A-4 Certificates, the Class A-5 Certificates and the Class A-SB Certificates, first (a) up to an amount
equal to the aggregate of unreimbursed Pooled Non-VRR Realized Losses previously allocated to such Classes pro rata (based
upon the aggregate unreimbursed Pooled Non-VRR Realized Losses previously allocated to each such Class), then (b) up to an amount
equal to, and pro rata based upon, all accrued and unpaid interest on the amount set forth in clause (a) at the
Pass-Through Rate for such Class compounded monthly from the date the related Pooled Non-VRR Realized Loss was allocated to such
Class until the date such Pooled Non-VRR Realized Loss is reimbursed;


 


(iv)          
fourth, to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(v)           
fifth, after the Certificate Balances of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3
Certificates, the Class A-4 Certificates, the Class A-5 Certificates and the Class A-SB Certificates have been
reduced to zero, to the Holders of the Class A-S Certificates in reduction of the Certificate Balance thereof, up to an amount
equal to the Pooled Non-VRR Principal Distribution Amount, less the portion of such Pooled Non-VRR Principal Distribution Amount
distributed pursuant to all prior clauses, until the outstanding Certificate Balance of the Class A-S Certificates has been
reduced to zero;


 


(vi)         
sixth, to the Holders of the Class A-S Certificates, first (a) up to an amount equal to the aggregate of unreimbursed
Pooled Non-VRR Realized Losses previously allocated to such Class, then (b) up to an amount equal to all accrued and unpaid interest
on the amount set forth in clause (a) at the Pass-Through Rate for such Class compounded monthly from the date the related
Pooled Non-VRR Realized Loss was allocated to such Class until the date such Pooled Non-VRR Realized Loss is reimbursed;


 


(vii)         
seventh, to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(viii)       
eighth, after the Certificate Balances of the Class A Certificates have been reduced to zero, to the Holders of the
Class B Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Pooled Non-VRR Principal
Distribution Amount, less the portion of such Pooled Non-VRR Principal Distribution Amount


 



    -359-


     


    

 


distributed pursuant to all prior clauses,
until the Certificate Balance of the Class B Certificates has been reduced to zero;


 


(ix)         
ninth, to the Holders of the Class B Certificates, first (a) up to an amount equal to the aggregate of unreimbursed
Pooled Non-VRR Realized Losses previously allocated to such Class, then (b) up to an amount equal to all accrued and unpaid interest
on the amount set forth in clause (a) at the Pass-Through Rate for such Class compounded monthly from the date the related
Pooled Non-VRR Realized Loss was allocated to such Class until the date such Pooled Non-VRR Realized Loss is reimbursed;


 


(x)           
tenth, to the Holders of the Class C Certificates, in respect of interest, up to an amount equal to the Interest Distribution
Amount in respect of such Class of Certificates for such Distribution Date;


 


(xi)         
eleventh, after the Certificate Balances of the Class A Certificates and the Class B Certificates have been reduced
to zero, to the Holders of the Class C Certificates in reduction of the Certificate Balance thereof, up to an amount equal
to the Pooled Non-VRR Principal Distribution Amount, less the portion of such Pooled Non-VRR Principal Distribution Amount distributed
pursuant to all prior clauses, until the Certificate Balance of the Class C Certificates has been reduced to zero;


 


(xii)         
twelfth, to the Holders of the Class C Certificates, first (a) up to an amount equal to the aggregate of unreimbursed
Pooled Non-VRR Realized Losses previously allocated to such Class, then (b) up to an amount equal to all accrued and unpaid interest
on the amount set forth in clause (a) at the Pass-Through Rate for such Class compounded monthly from the date the related
Pooled Non-VRR Realized Loss was allocated to such Class until the date such Pooled Non-VRR Realized Loss is reimbursed;


 


(xiii)         
thirteenth, to the Holders of the Class D Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amounts in respect of such Class of Certificates for such Distribution Date;


 


(xiv)         
fourteenth, after the Certificate Balances of the Class A Certificates, the Class B Certificates and the Class C
Certificates have been reduced to zero, to the Holders of the Class D Certificates, in reduction of the Certificate Balance
thereof, an amount equal to the Pooled Non-VRR Principal Distribution Amount, less the portion of such Pooled Non-VRR Principal
Distribution Amount distributed pursuant to all prior clauses, until the outstanding Certificate Balance of the Class D Certificates
has been reduced to zero;


 


(xv)         
fifteenth, to the Holders of the Class D Certificates, first (a) up to an amount equal to the aggregate of unreimbursed
Pooled Non-VRR Realized Losses previously allocated to such Class, then (b) up to an amount equal to all accrued and unpaid
interest on the amount set forth in clause (a) at the Pass-Through Rate for such Class compounded monthly from the
date the related Pooled Non-VRR Realized Loss was allocated to such Class until the date such Pooled Non-VRR Realized Loss is
reimbursed;


 






    -360-


     


    

 


(xvi)         sixteenth,
to the Holders of the Class E Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xvii)        seventeenth, after the Certificate Balances of the Class A Certificates, the Class B Certificates, the Class C
Certificates and the Class D Certificates have been reduced to zero, to the Holders of the Class E Certificates, in
reduction of the Certificate Balance thereof, up to an amount equal to the Pooled Non-VRR Principal Distribution Amount, less
the portion of such Pooled Non-VRR Principal Distribution Amount distributed pursuant to all prior clauses, until the outstanding
Certificate Balance of the Class E Certificates has been reduced to zero;


 


(xviii)        eighteenth, to the Holders of the Class E Certificates, first (a) up to an amount equal to the aggregate of unreimbursed
Pooled Non-VRR Realized Losses previously allocated to such Class, then (b) up to an amount equal to all accrued and unpaid
interest on the amount set forth in clause (a) at the Pass-Through Rate for such Class compounded monthly from the
date the related Pooled Non-VRR Realized Loss was allocated to such Class until the date such Pooled Non-VRR Realized Loss is
reimbursed;


 


(xix)         
nineteenth, to the Holders of the Class F Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xx)         
twentieth, after the Certificate Balances of the Class A Certificates, the Class B Certificates, the Class C
Certificates, the Class D Certificates and the Class E Certificates have been reduced to zero, to the Holders of the
Class F Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Pooled Non-VRR Principal
Distribution Amount, less the portion of such Pooled Non-VRR Principal Distribution Amount distributed pursuant to all prior clauses,
until the outstanding Certificate Balance of the Class F Certificates has been reduced to zero;


 


(xxi)         
twenty-first, to the Holders of the Class F Certificates, first (a) up to an amount equal to the aggregate of
unreimbursed Pooled Non-VRR Realized Losses previously allocated to such Class, then (b) up to an amount equal to all accrued
and unpaid interest on the amount set forth in clause (a) at the Pass-Through Rate for such Class compounded monthly
from the date the related Pooled Non-VRR Realized Loss was allocated to such Class until the date such Pooled Non-VRR Realized
Loss is reimbursed;


 


(xxii)        
twenty-second, to the Holders of the Class G Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xxiii)       
twenty-third, after the Certificate Balances of the Class A Certificates, the Class B Certificates, the Class C
Certificates, the Class D Certificates, the Class E Certificates and the Class F Certificates have been reduced
to zero, to the Holders of the


 



    -361-


     


    

 


 Class G Certificates, in reduction of the Certificate Balance thereof, up to an amount equal
to the Pooled Non-VRR Principal Distribution Amount, less the portion of such Pooled Non-VRR Principal Distribution Amount distributed
pursuant to all prior clauses, until the outstanding Certificate Balance of the Class G Certificates has been reduced to
zero;


 


(xxiv)       twenty-fourth, to the Holders of the Class G Certificates, first (a) up to an amount equal to the aggregate of
unreimbursed Pooled Non-VRR Realized Losses previously allocated to such Class, then (b) up to an amount equal to all accrued
and unpaid interest on the amount set forth in clause (a) at the Pass-Through Rate for such Class compounded monthly
from the date the related Pooled Non-VRR Realized Loss was allocated to such Class until the date such Pooled Non-VRR Realized
Loss is reimbursed;


 


(xxv)        twenty-fifth, to the Holders of the Class H Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xxvi)       twenty-sixth, after the Certificate Balances of the Class A Certificates, the Class B Certificates, the Class C
Certificates, the Class D Certificates, the Class E Certificates, the Class F Certificates and the Class G
Certificates have been reduced to zero, to the Holders of the Class H Certificates, in reduction of the Certificate Balance
thereof, up to an amount equal to the Pooled Non-VRR Principal Distribution Amount, less the portion of such Pooled Non-VRR Principal
Distribution Amount distributed pursuant to all prior clauses, until the outstanding Certificate Balance of the Class H Certificates
has been reduced to zero;


 


(xxvii)      twenty-seventh, to the Holders of the Class H Certificates, first (a) up to an amount equal to the aggregate
of unreimbursed Pooled Non-VRR Realized Losses previously allocated to such Class, then (b) up to an amount equal to all
accrued and unpaid interest on the amount set forth in clause (a) at the Pass-Through Rate for such Class compounded
monthly from the date the related Pooled Non-VRR Realized Loss was allocated to such Class until the date such Pooled Non-VRR
Realized Loss is reimbursed; and


 


(xxviii)     twenty-eighth, to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if
any, of the Non-VRR Available Funds remaining in the Upper-Tier REMIC Distribution Account with respect to such Distribution
Date.


 


If,
in connection with any Distribution Date, the Certificate Administrator has reported the amount of an anticipated distribution
to DTC based on the receipt of payments as of the Determination Date and additional Periodic Payments, Balloon Payments or unscheduled
principal payments are subsequently received by the Master Servicer and required to be part of the Pooled Non-VRR Available Funds
for such Distribution Date, the Master Servicer shall promptly notify the Certificate Administrator and the Certificate Administrator
will use commercially reasonable efforts to cause DTC to make the revised distribution on a timely basis on such Distribution
Date. None of the Master Servicer, the applicable Special Servicer or the


 



    -362-


     


    

 


Certificate Administrator shall be liable or held responsible
for any resulting delay in the making of such distribution to Certificateholders solely on the basis of the actions described
in the preceding sentence.


 


(c)         
Distributions of SOMA Teleco Office RR Available Funds. On each Distribution Date, the Certificate Administrator shall
be deemed to transfer the Lower-Tier Distribution Amount from the SOMA Teleco Office Trust Subordinate Companion Loan REMIC Distribution
Account to the Upper-Tier REMIC Distribution Account with respect to the Class LSTVR Uncertificated Interest in the amount
of the SOMA Teleco Office RR Available Funds, in the amounts and priorities set forth below, and immediately thereafter, or so
long as the Certificate Balance of the Class ST-VR Certificates has not been reduced to zero, shall make a distribution
thereof from the Upper-Tier REMIC Distribution Account, satisfying in full, to the extent required and possible, each priority
before making any distribution with respect to any succeeding priority:


 


(i)             
first, to the Holder of the Class ST-VR Certificates, in respect of interest, up to an amount equal to the SOMA Teleco
Office RR Interest Distribution Amount for such Distribution Date;


 


(ii)         
 second, to the Holder of the Class ST-VR Certificates, in reduction of the Certificate Balance of the Class ST-VR
Certificates, up to an amount equal to the SOMA Teleco Office RR Principal Distribution Amount for such Distribution Date until
the outstanding Certificate Balance of the Class ST-VR Certificates has been reduced to zero;


 


(iii)         
third, to the Holder of the Class ST-VR Certificates, up to an amount equal to the unreimbursed SOMA Teleco Office
RR Realized Losses previously allocated to the Class ST-VR Certificates, plus interest on that amount equal to the SOMA Teleco
Office RR Realized Loss Interest Distribution Amount on such Distribution Date;


 


provided,
however, that to the extent any SOMA Teleco Office RR Available Funds remain in the Upper-Tier REMIC Distribution Account
after applying amounts set forth in clauses (i)-(iii) above, any such amounts so remaining shall be disbursed to the
Holders of the Class R Certificates in respect of the Class UR Interest and the Class LR Interest.


 


(d)                
Distributions of SOMA Teleco Office Non-RR Available Funds. On each Distribution Date, to the extent of the SOMA Teleco
Office Non-RR Available Funds for such Distribution Date, the Certificate Administrator shall be deemed to transfer the SOMA Teleco
Office Non-RR Interest Distribution Amount and the SOMA Teleco Office Non-RR Principal Distribution Amount from the SOMA Teleco
Office Trust Subordinate Companion Loan REMIC Distribution Account to the Upper-Tier REMIC Distribution Account in the amounts
and priorities set forth below with respect to each Class of SOMA Teleco Office Trust Subordinate Companion Loan REMIC Regular
Interests, and immediately thereafter, for so long as the Certificate Balances of the SOMA Teleco Office Loan-Specific Non-RR
Certificates have not been reduced to zero, shall make distributions thereof from the Upper-Tier REMIC Distribution Account in
the following order of priority, satisfying in full, to the extent required and possible, each priority before making any distribution
with respect to any succeeding priority:


 






    -363-


     


    

 


(i)             
first, to the Holders of the Class ST-A Certificates, in respect of interest, up to an amount equal to the SOMA Teleco
Office Non-RR Interest Distribution Amounts of such Class for such Distribution Date;


 


(ii)           
second, to the Holders of the Class ST-A Certificates, in reduction of their Certificate Balance, up to an amount
equal to the SOMA Teleco Office Non-RR Principal Distribution Amount, until the Certificate Balance of the Class ST-A Certificates
is reduced to zero;


 


(iii)         
third, to the Holders of the Class ST-A Certificates, first (a) up to an amount equal to the aggregate of unreimbursed
SOMA Teleco Office Non-RR Realized Losses previously allocated to such Class, then (b) up to an amount equal to all accrued
and unpaid interest on the amount set forth in clause (a) at the Pass-Through Rate for such Class compounded monthly
from the date the related SOMA Teleco Office Non-RR Realized Loss was allocated to such Class until the date such SOMA Teleco
Office Non-RR Realized Loss is reimbursed; and


 


(iv)           
fourth, to the Holders of the Class R Certificates in respect of the Class ST-R Interest, any remaining amounts.


 


On
each Distribution Date, each SOMA Teleco Office Trust Subordinate Companion Loan REMIC Regular Interest shall be deemed to receive
distributions in respect of principal or reimbursement of SOMA Teleco Office Non-RR Realized Loss in an amount equal to the amount
of principal or reimbursement of SOMA Teleco Office Non-RR Realized Loss actually distributable to the Holders of the respective
Related Certificates as provided in Section 4.01(c), Section 4.01(d), Section 4.01(i) and
Section 4.01(l) such that at all times the Lower-Tier Principal Amount of each Class of SOMA Teleco Office Trust Subordinate
Companion Loan REMIC Regular Interests is equal to the Certificate Balance of the Class of Related Certificates. On each Distribution
Date, each SOMA Teleco Office Trust Subordinate Companion Loan REMIC Regular Interest shall be deemed to receive distributions
in respect of interest in an amount equal to the SOMA Teleco Office Non-RR Interest Distribution Amount in respect of its Related
Certificates, computed based on an interest rate equal to the excess of the Net Mortgage Rate of the SOMA Teleco Office Trust
Subordinate Companion Loan over the Pass-Through Rate of the Related Certificates and a notional amount equal to its related Lower-Tier
Principal Amount, in each case to the extent actually distributable thereon as provided in Section 4.01(c) and Section 4.01(d).
Amounts distributable pursuant to this paragraph are referred to herein collectively as the “SOMA Teleco Office Trust Subordinate
Companion Loan REMIC Distribution Amounts” and shall be made by the Certificate Administrator by deeming such SOMA Teleco
Office Trust Subordinate Companion Loan REMIC Distribution Amount to be withdrawn from the SOMA Teleco Office Trust Subordinate
Companion Loan REMIC Distribution Account to be deposited in the Upper-Tier REMIC Distribution Account.


 


As
of any date, the principal balance of each SOMA Teleco Office Trust Subordinate Companion Loan REMIC Regular Interest shall equal
the Certificate Balance of the Related Certificates with respect thereto, as adjusted for the allocation of SOMA Teleco Office
Non-RR Realized Losses, as provided in Section 4.04. The initial principal balance of each SOMA Teleco Office Trust
Subordinate Companion Loan REMIC Regular Interest shall equal


 



    -364-


     


    

 


the respective Original Lower-Tier Principal Amount. The pass-through
rate with respect to each SOMA Teleco Office Trust Subordinate Companion Loan REMIC Regular Interest shall be the rate per
annum set forth in the Preliminary Statement hereto.


 


Any
amount that remains in the SOMA Teleco Office Trust Subordinate Companion Loan REMIC Distribution Account on each Distribution
Date after distribution of the SOMA Teleco Office Trust Subordinate Companion Loan REMIC Distribution Amount, and distribution
of Yield Maintenance Charges pursuant to Section 4.01(h)(iv) shall be distributed to Holders of the Class R Certificates
in respect of the Class ST-R Interest (but only to the extent of SOMA Teleco Office Non-RR Available Funds for such Distribution
Date remaining in the SOMA Teleco Office Trust Subordinate Companion Loan REMIC Distribution Account, if any).


 


(e)                 
Distributions of Amazon Seattle Available Funds. On each Distribution Date, to the extent of the Amazon Seattle Available
Funds for such Distribution Date, the Certificate Administrator shall be deemed to transfer the Amazon Seattle Interest Distribution
Amount and the Amazon Seattle Principal Distribution Amount from the Amazon Seattle Trust Subordinate Companion Loan REMIC Distribution
Account to the Upper-Tier REMIC Distribution Account in the amounts and priorities set forth below with respect to each Class
of Amazon Seattle Trust Subordinate Companion Loan REMIC Regular Interests, and immediately thereafter, for so long as the Certificate
Balances of the Amazon Seattle Loan-Specific Certificates have not been reduced to zero, shall make distributions thereof from
the Upper-Tier REMIC Distribution Account in the following order of priority, satisfying in full, to the extent required and possible,
each priority before making any distribution with respect to any succeeding priority:


 


(i)             
first, to the Holders of the Class 300P-A Certificates, in respect of interest, up to an amount equal to the Amazon
Seattle Interest Distribution Amounts of such Class for such Distribution Date;


 


(ii)           
second, to the Holders of the Class 300P-A Certificates, in reduction of their Certificate Balance, up to an amount
equal to the Amazon Seattle Principal Distribution Amount, until the Certificate Balance of the Class 300P-A Certificates
is reduced to zero;


 


(iii)          
third, to the Holders of the Class 300P-A Certificates, first (a) up to an amount equal to the aggregate of unreimbursed
Amazon Seattle Realized Losses previously allocated to such Class, then (b) up to an amount equal to all accrued and unpaid
interest on the amount set forth in clause (a) at the Pass-Through Rate for such Class compounded monthly from
the date the related Amazon Seattle Realized Loss was allocated to such Class until the date such Amazon Seattle Realized Loss
is reimbursed;


 


(iv)           
fourth, to the Holders of the Class 300P-B Certificates, in respect of interest, up to an amount equal to the Amazon
Seattle Interest Distribution Amount for that Class;


 


(v)           
fifth, after the Certificate Balances of the Class 300P-A Certificates have been reduced to zero, to the Holders of
the Class 300P-B Certificates, in reduction of the


 



    -365-


     


    

 


 Certificate Balance thereof, up to an amount equal to the Amazon Seattle
Principal Distribution Amount for such Distribution Date, less the portion of such Amazon Seattle Principal Distribution Amount
distributed pursuant to all prior clauses of this subsection (e), until the Certificate Balance of the Class 300P-B
Certificates has been reduced to zero;


 


(vi)         
sixth, to the Class 300P-B Certificates, first (a) up to an amount equal to the aggregate of unreimbursed Amazon
Seattle Realized Losses previously allocated to such Class, then (b) up to an amount equal to all accrued and unpaid interest
on the amount set forth in clause (a) at the Pass-Through Rate for such Class compounded monthly from the date the
related Amazon Seattle Realized Loss was allocated to such Class until the date such Amazon Seattle Realized Loss is reimbursed;


 


(vii)         
seventh, to the Class 300P-C Certificates, in respect of interest, up to an amount equal to the Amazon Seattle Interest
Distribution Amount for that Class;


 


(viii)        
eighth, after the Certificate Balances of the Class 300P-A Certificates and Class 300P-B Certificates have been
reduced to zero, to the Holders of the Class 300P-C Certificates, in reduction of their Certificate Balance, up to an amount
equal to the Amazon Seattle Principal Distribution Amount for such Distribution Date, less the portion of such Amazon Seattle
Principal Distribution Amount distributed pursuant to all prior clauses of this subsection (e), until the Certificate
Balance of the Class 300P-C Certificates has been reduced to zero;


 


(ix)           
ninth, to the Holders of the Class 300P-C Certificates, first (a) up to an amount equal to the aggregate of unreimbursed
Amazon Seattle Realized Losses previously allocated to such Class, then (b) up to an amount equal to all accrued and unpaid
interest on the amount set forth in clause (a) at the Pass-Through Rate for such Class compounded monthly from the
date the related Amazon Seattle Realized Loss was allocated to such Class until the date such Amazon Seattle Realized Loss is
reimbursed;


 


(x)           
tenth, to the Holders of the Class 300P-D Certificates, in respect of interest, up to an amount equal to the Amazon
Seattle Interest Distribution Amount for that Class;


 


(xi)          
eleventh, after the Certificate Balances of the Class 300P-A Certificates, Class 300P-B Certificates and Class 300P-C
Certificates have been reduced to zero, to the Holders of the Class 300P-D Certificates, in reduction of their Certificate
Balance, up to an amount equal to the Amazon Seattle Principal Distribution Amount for such Distribution Date, less the portion
of such Amazon Seattle Principal Distribution Amount distributed pursuant to all prior clauses of this subsection (e),
until the Certificate Balance of the Class 300P-D Certificates has been reduced to zero;


 


(xii)         
twelfth, to the Holders of the Class 300P-D Certificates, first (a) up to an amount equal to the aggregate of
unreimbursed Amazon Seattle Realized Losses previously allocated to such Class, then (b) up to an amount equal to all accrued
and unpaid interest on the amount set forth in clause (a) at the Pass-Through Rate for such


 



    -366-


     


    

 


Class compounded monthly
from the date the related Amazon Seattle Realized Loss was allocated to such Class until the date such Amazon Seattle Realized
Loss is reimbursed;


 


(xiii)         
thirteenth, to the Holders of the Class 300P-E Certificates, in respect of interest, up to an amount equal to the
Amazon Seattle Interest Distribution Amount for that Class;


 


(xiv)         
fourteenth, after the Certificate Balances of the Class 300P-A Certificates, Class 300P-B Certificates, Class 300P-C
Certificates and Class 300P-D Certificates have been reduced to zero, to the Holders of the Class 300P-E Certificates, in
reduction of their Certificate Balance, up to an amount equal to the Amazon Seattle Principal Distribution Amount for such Distribution
Date, less the portion of such Amazon Seattle Principal Distribution Amount distributed pursuant to all prior clauses of this
subsection (e), until the Certificate Balance of the Class 300P-E Certificates has been reduced to zero;


 


(xv)         
fifteenth, to the Holders of the Class 300P-E Certificates, first (a) up to an amount equal to the aggregate
of unreimbursed Amazon Seattle Realized Losses previously allocated to such Class, then (b) up to an amount equal to all
accrued and unpaid interest on the amount set forth in clause (a) at the Pass-Through Rate for such Class compounded
monthly from the date the related Amazon Seattle Realized Loss was allocated to such Class until the date such Amazon Seattle
Realized Loss is reimbursed;


 


(xvi)        
sixteenth, to the Holders of the Class 300P-RR Certificates, in respect of interest, up to an amount equal to the
Amazon Seattle Interest Distribution Amount for that Class;


 


(xvii)        seventeenth,
after the Certificate Balances of the Class 300P-A Certificates, Class 300P-B Certificates, Class 300P-C Certificates,
Class 300P-D Certificates and Class 300P-E Certificates have been reduced to zero, to the Holders of the Class 300P-RR Certificates,
in reduction of their Certificate Balance, up to an amount equal to the Amazon Seattle Principal Distribution Amount for such
Distribution Date, less the portion of such Amazon Seattle Principal Distribution Amount distributed pursuant to all prior clauses
of this subsection (e), until the Certificate Balance of the Class 300P-RR Certificates has been reduced to zero;


 


(xviii)       eighteenth,
to the Holders of the Class 300P-RR Certificates, first (a) up to an amount equal to the aggregate of unreimbursed Amazon
Seattle Realized Losses previously allocated to such Class, then (b) up to an amount equal to all accrued and unpaid interest
on the amount set forth in clause (a) at the Pass-Through Rate for such Class compounded monthly from the date the
related Amazon Seattle Realized Loss was allocated to such Class until the date such Amazon Seattle Realized Loss is reimbursed;


 


(xix)         
nineteenth, to the Holders of the Class R Certificates in respect of the Class 300P-R Interest, any remaining
amounts.


 


On
each Distribution Date, each Amazon Seattle Trust Subordinate Companion Loan REMIC Regular Interest shall be deemed to receive
distributions in respect of principal or


 



    -367-


     


    

 


reimbursement of Amazon Seattle Realized Loss in an amount equal to the amount of principal
or reimbursement of Amazon Seattle Loss actually distributable to the Holders of the respective Related Certificates as provided
in Section 4.01(e), Section 4.01(i) and Section 4.01(l) such that at all times the Lower-Tier
Principal Amount of each Class of Amazon Seattle Trust Subordinate Companion Loan REMIC Regular Interests is equal to the Certificate
Balance of the Class of Related Certificates. On each Distribution Date, each Amazon Seattle Trust Subordinate Companion Loan
REMIC Regular Interest shall be deemed to receive distributions in respect of interest in an amount equal to the Amazon Seattle
Interest Distribution Amount in respect of its Related Certificates, computed based on an interest rate equal to the excess of
the Net Mortgage Rate of the Amazon Seattle Trust Subordinate Companion Loan over the Pass-Through Rate of the Related Certificates
and a notional amount equal to its related Lower-Tier Principal Amount, in each case to the extent actually distributable thereon
as provided in this Section 4.01(e). Amounts distributable pursuant to this paragraph are referred to herein collectively
as the “Amazon Seattle Trust Subordinate Companion Loan REMIC Distribution Amounts” and shall be made by the Certificate
Administrator by deeming such Amazon Seattle Trust Subordinate Companion Loan REMIC Distribution Amount to be withdrawn from the
Amazon Seattle Trust Subordinate Companion Loan REMIC Distribution Account to be deposited in the Upper-Tier REMIC Distribution
Account.


 


As
of any date, the principal balance of each Amazon Seattle Trust Subordinate Companion Loan REMIC Regular Interest shall equal
the Certificate Balance of the Related Certificates with respect thereto, as adjusted for the allocation of Amazon Seattle Realized
Losses, as provided in Section 4.04. The initial principal balance of each Amazon Seattle Trust Subordinate Companion
Loan REMIC Regular Interest shall equal the respective Original Lower-Tier Principal Amount. The pass-through rate with respect
to each Amazon Seattle Trust Subordinate Companion Loan REMIC Regular Interest shall be the rate per annum set forth in
the Preliminary Statement hereto.


 


Any
amount that remains in the Amazon Seattle Trust Subordinate Companion Loan REMIC Distribution Account on each Distribution Date
after distribution of the Amazon Seattle Trust Subordinate Companion Loan REMIC Distribution Amount, and distribution of Yield
Maintenance Charges pursuant to Section 4.01(h)(v) shall be distributed to Holders of the Class R Certificates
in respect of the Class 300P-R Interest (but only to the extent of Amazon Seattle Available Funds for such Distribution Date
remaining in the Amazon Seattle Trust Subordinate Companion Loan REMIC Distribution Account, if any).


 


(f)          
On each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal or
reimbursement of Pooled Non-VRR Realized Loss or Pooled VRR Realized Loss in an amount equal to the amount of principal or reimbursement
of Pooled Non-VRR Realized Losses or Pooled VRR Realized Losses actually distributable to the Holders of the respective Related
Certificates or the Pooled RR Interest Owner as provided in Section 4.01(a), Section 4.01(b), Section 4.01(f),
Section 4.01(g), Section 4.01(i) and Section 4.01(l) such that at all times the Lower-Tier
Principal Amount of each Class of Lower-Tier Regular Interests is equal to the Certificate Balance of the Class of Related Certificates
or the Pooled RR Interest Balance of the Pooled RR Interest, as applicable. On each Distribution Date, each Lower-Tier Regular
Interest shall be deemed to receive distributions in respect of interest in an amount equal to the Interest Distribution Amount
or


 



    -368-


     


    

 


Pooled VRR Interest Distribution Amount, as applicable, in respect of its Related Certificates or Pooled VRR Interest, plus
a pro rata portion of the Interest Distribution Amount in respect of (i) in the case of the Class LA1 Uncertificated
Interest, Class LA2 Uncertificated Interest, Class LA3 Uncertificated Interest, Class LA4 Uncertificated Interest,
Class LA5 Uncertificated Interest, Class LASB Uncertificated Interest and Class LAS Uncertificated Interest, the
Class X-A Certificates, (ii) in the case of the Class LB Uncertificated Interest and LC Uncertificated Interest,
the Class X-B Certificates, (iii) in the case of the Class LD Uncertificated Interest and Class LE Uncertificated
Interest, the Class X-D Certificates, (iv) in the case of the Class LF Uncertificated Interest, to the Class X-F Certificates,
(v) in the case of the Class LG Uncertificated Interest, to the Class X-G Certificates, and (vi) in the case of the Class LH Uncertificated
Interest, to the Class X-H Certificates in each case, computed based on an interest rate equal to the excess of the Pooled Weighted
Average Net Mortgage Rate over the Pass-Through Rate of the Related Certificates and a Notional Amount equal to its related
Lower-Tier Principal Amount, in each case to the extent actually distributable thereon as provided in Section 4.01(b).
Amounts distributable pursuant to this paragraph are referred to herein collectively as the “Lower-Tier Distribution
Amount”, and shall be made by the Certificate Administrator by deeming such Lower-Tier Distribution Amount to be
withdrawn from the Lower-Tier REMIC Distribution Account to be deposited in the Upper-Tier REMIC Distribution Account.


 


As
of any date, the principal balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related Certificates
or the Pooled RR Interest Balance of the Pooled RR Interest with respect thereto, as adjusted for the allocation of Realized Losses,
as provided in Section 4.04. The initial principal balance of each Lower-Tier Regular Interest shall equal the respective
Original Lower-Tier Principal Amount. The pass-through rate with respect to each Lower-Tier Regular Interest shall be the
rate per annum set forth in the Preliminary Statement hereto.


 


Any
amount that remains in the Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier
Distribution Amount, and distribution of Yield Maintenance Charges pursuant to Section 4.01(h)(iii) shall be distributed
to the Holders of the Class R Certificates in respect of the Class LR Interest (but only to the extent of the Available
Funds for such Distribution Date remaining in the Lower-Tier REMIC Distribution Account, if any).


 


(g)         
On and after the Distribution Date on which the Certificate Balances of the Subordinate Certificates have all been reduced to
zero, any amounts representing reimbursements of Pooled Non-VRR Realized Losses previously allocated to such Classes, if available,
will be distributed to the Holders of the Class A Certificates (other than the Class A-S Certificates) pro rata
based on their respective Certificate Balances. Any amounts representing reimbursements of SOMA Teleco Office Non-RR Realized
Losses, if available, will be distributed to the Holders of the Class ST-A Certificates. On and after the Distribution Date
on which the Certificate Balances of the Class 300P-B, Class 300P-C, Class 300P-D, Class 300P-E and Class 300P-RR
Certificates have all been reduced to zero, any amounts representing reimbursements of Amazon Seattle Realized Losses previously
allocated to such Classes, if available, will be distributed to the Holders of the Class 300P-A Certificates.


 






    -369-


     


    

 


(h)         
(i) On any Distribution Date, the Pooled VRR Percentage of any Yield Maintenance Charge collected on the Mortgage Loans as
of the related Determination Date shall be distributed to the Pooled VRR Interest Owners, pro rata based upon the aggregate
amount of principal distributed in respect of the Class RR Certificates and the Pooled RR Interest, and the Pooled Non-VRR
Percentage of any Yield Maintenance Charge collected on the Mortgage Loans as of the related Determination Date shall be distributed
to Holders of the Classes of Pooled Non-VRR Certificates as follows: (a) pro rata, between (i) the group (“YM
Group A”) of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 Class A-SB,
Class X-A and Class A-S Certificates, (ii) the group (the “YM Group B”) of the Class X-B,
Class B and Class C Certificates and (iii) the group (together with YM Group A and YM Group B, the “YM
Groups”) of the Class X-D, Class D and Class E Certificates based upon the aggregate amount of principal
distributed to the Holders of the Classes of Pooled Principal Balance Certificates in each YM Group on such Distribution Date;
and (b) as among the respective Classes of Pooled Principal Balance Certificates in each YM Group in the following manner:
(1) the Holders of each Class of Pooled Principal Balance Certificates in such YM Group will be entitled to receive on each Distribution
Date an amount of such Yield Maintenance Charge equal to the product of (x) a fraction, the numerator of which is the amount
distributed as principal to such Class of Pooled Principal Balance Certificates on such Distribution Date, and the denominator
of which is the total amount of principal distributed to all of the Pooled Principal Balance Certificates in such YM Group on
such Distribution Date, (y) the Pooled Base Interest Fraction for the related Principal Prepayment and such Class of Certificates
and (z) the aggregate amount of such Yield Maintenance Charge allocated to such YM Group, and (2) the portion of such
Yield Maintenance Charge allocated to such YM Group remaining after such distributions to the applicable classes of Pooled Principal
Balance Certificates will be distributed to the Holders of the Class of Class X Certificates in such YM Group. If there is
more than one Class of Pooled Principal Balance Certificates in either YM Group entitled to distributions of principal on any
particular Distribution Date on which Yield Maintenance Charges are distributable to such Class(es) of Certificates, the aggregate
amount of such Yield Maintenance Charges will be allocated among all such Classes of Pooled Principal Balance Certificates up
to, and on a pro rata basis in accordance with, their respective entitlements in those Yield Maintenance Charges in accordance
with the first sentence of this paragraph.


 


(ii)         
No Yield Maintenance Charges shall be distributed to the Holders of the Class X-F, Class X-G, Class X-H, Class F, Class G,
Class H, Class S or Class R Certificates. After the Distribution Date on which the Notional Amounts of the Class X-A,
Class X-B and Class X-D Certificates and the Certificate Balances 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 and Class E
Certificates have been reduced to zero, the Pooled Non-VRR Percentage of all Yield Maintenance Charges collected with respect
to the Mortgage Loans will be distributed pro rata to the Holders of the Class X-D Certificates and the Pooled VRR
Percentage of all Yield Maintenance Charges with respect to the Mortgage Loans shall be distributed pro rata to the Pooled
VRR Interest Owners.


 


(iii)         
All distributions of Yield Maintenance Charges made (i) in respect of the respective Classes of Pooled Certificates or the
Pooled VRR Interest on each Distribution Date pursuant to Section 4.01(h)(i) or Section 4.01(h)(ii) shall
first be deemed to be distributed from the related Loan REMIC to the Lower-Tier REMIC in respect of the


 



    -370-


     


    

 


related Loan
REMIC Regular Interest, if applicable, and then from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the
Lower-Tier Regular Interests, pro rata based upon the amount of principal distributed in respect of each such Class of
Lower-Tier Regular Interests for such Distribution Date pursuant to Section 4.01(f) above, (ii) in respect of
the SOMA Teleco Office Loan-Specific Certificates on each Distribution Date pursuant to Section 4.01(h)(iv) below
shall first be deemed to be distributed from the SOMA Teleco Office Trust Subordinate Companion Loan REMIC Distribution
Account to the Upper-Tier REMIC in respect of the SOMA Teleco Office Trust Subordinate Companion Loan REMIC Regular Interests,
pro rata based on the amount of principal distributed in respect of each such Class of SOMA Teleco Office Trust Subordinate
Companion Loan REMIC Regular Interests for such Distribution Date pursuant to Section 4.01(f) above, and (iii)  in
respect of the Amazon Seattle Loan-Specific Certificates on each Distribution Date pursuant to Section 4.01(h)(v)
below shall first be deemed to be distributed from the Amazon Seattle Trust Subordinate Companion Loan REMIC Distribution
Account to the Upper-Tier REMIC in respect of the Amazon Seattle Trust Subordinate Companion Loan REMIC Regular Interests, pro
rata based on the amount of principal distributed in respect of each such Class of Amazon Seattle Trust Subordinate Companion
Loan REMIC Regular Interests for such Distribution Date pursuant to Section 4.01(f) above.


 


(iv)         
On any Distribution Date, the SOMA Teleco Office RR Percentage of any Yield Maintenance Charge collected on the Trust Subordinate
Companion Loan as of the related Determination Date shall be distributed to the Holder of the Class ST-VR Certificates, and
the SOMA Teleco Office Non-RR Percentage of any Yield Maintenance Charge collected on the Trust Subordinate Companion Loan as
of the related Determination Date shall be distributed to the Holders of the Class ST-A Certificates. If a prepayment premium
is imposed in connection with a prepayment rather than a Yield Maintenance Charge, then the prepayment premium so collected will
be allocated as described above.


 


(v)         
On any Distribution Date, any Yield Maintenance Charge collected on the Amazon Seattle Trust Subordinate Companion Loan as of
the related Determination Date shall be distributed to the Holders of the Class 300P-A, Class 300P-B, Class 300P-C, Class 300P-D,
Class 300P-E and Class 300P-RR Certificates in an amount equal to the product of (x) a fraction whose numerator is the amount
of principal distributed to such Class of the Class 300P-A, Class 300P-B, Class 300P-C, Class 300P-D, Class 300P-E and Class 300P-RR
Certificates on such Distribution Date and whose denominator is the total amount of principal distributed to the Holders of the
Amazon Seattle Loan-Specific Certificates on such Distribution Date and (y) the aggregate amount of Yield Maintenance Charges
allocated to the Amazon Seattle Trust Subordinate Companion Loan. If there is more than one Class of Amazon Seattle Loan-Specific
Certificates entitled to distributions of principal on any particular Distribution Date on which any Yield Maintenance Charge
are distributable to such Classes, the aggregate amount of such Yield Maintenance Charge shall be allocated among all such Classes
of Amazon Seattle Loan-Specific Certificates up to, and on a pro rata basis in accordance with, their respective entitlements
in those Yield Maintenance Charges in accordance with the first sentence of this paragraph.


 






    -371-


     


    

 


(i)           
On each Distribution Date, the Certificate Administrator shall withdraw (i) amounts from the Pooled Non-VRR Gain-on-Sale
Reserve Account (other than amounts with respect to a Non-Serviced Mortgage Loan) and shall distribute such amounts to reimburse
the Holders of the Pooled Non-VRR Certificates (in order of distribution priority) (first deeming such amounts to be distributed
with respect to the Related Lower-Tier Regular Interests) up to an amount equal to all Pooled Non-VRR Realized Losses, if any,
previously deemed allocated to them and unreimbursed after application of the Pooled Non-VRR Available Funds for such Distribution
Date, and (ii) from the Pooled VRR Gain-on-Sale Reserve Account (other than amounts with respect to a Non-Serviced Mortgage
Loan) and shall distribute such amounts to reimburse the Pooled VRR Interest Owners (first deeming such amounts to be distributed
with respect to the Related Lower-Tier Regular Interests) up to an amount equal to all Pooled VRR Realized Losses, if any, previously
deemed allocated to the Pooled VRR Interest and unreimbursed after application of the Pooled VRR Available Funds for such Distribution
Date. Amounts paid from the Pooled Non-VRR Gain-on-Sale Reserve Account or the Pooled VRR Gain-on-Sale Reserve Account will not
reduce the Certificate Balances of the Classes of Certificates receiving such distributions or the Pooled RR Interest Balance,
as applicable. Any amounts remaining (1) in the Pooled Non-VRR Gain-on-Sale Reserve Account after such distributions shall
be held and applied to offset future Pooled Non-VRR Realized Losses with respect to the Pooled Principal Balance Certificates
and related Pooled Non-VRR Realized Losses in each case allocable to the Pooled Non-VRR Certificates and (2) in the Pooled
VRR Gain-on-Sale Reserve Account after such distributions shall be held and applied to offset future Pooled VRR Realized Losses
with respect to the Pooled VRR Interest. Upon termination of the Trust, any amounts remaining in the Pooled Non-VRR Gain-on-Sale
Reserve Account and the Pooled VRR Gain-on-Sale Reserve Account shall be distributed to the Class R Certificateholders from
the Lower-Tier REMIC in respect of the Class LR Interest.


 


On
each Distribution Date, the Certificate Administrator shall withdraw amounts (i) from the SOMA Teleco Office Non-RR Gain-on-Sale
Reserve Account and shall distribute such amounts to reimburse the Holders of the SOMA Teleco Office Loan-Specific Non-RR Certificates
(first deeming such amounts to be distributed with respect to the SOMA Teleco Office Related Trust Subordinate Companion Loan
REMIC Regular Interests) up to an amount equal to all SOMA Teleco Office Non-RR Realized Losses, if any, previously deemed allocated
to them and unreimbursed after application of the SOMA Teleco Office Non-RR Available Funds for such Distribution Date, and (ii) from
the SOMA Teleco Office RR Gain-on-Sale Reserve Account and shall distribute such amounts to reimburse the Class ST-VR Certificateholder
(first deeming such amounts to be distributed with respect to the Related SOMA Teleco Office Trust Subordinate Companion Loan
REMIC Regular Interests) up to an amount equal to all SOMA Teleco Office RR Realized Losses, if any, previously deemed allocated
to the Class ST-VR Certificates and unreimbursed after application of the SOMA Teleco Office RR Available Funds for such
Distribution Date. Any amounts remaining (1) in the SOMA Teleco Office Non-RR Gain-on-Sale Reserve Account after such distributions
shall be held and applied to offset future SOMA Teleco Office Non-RR Realized Losses with respect to the SOMA Teleco Office Loan-Specific
Principal Balance Certificates and related SOMA Teleco Office Non-RR Realized Losses in each case allocable to the SOMA Teleco
Office Loan-Specific Non-RR Certificates and (2) in the SOMA Teleco Office RR Gain-on-Sale Reserve Account after such distributions
shall be held and applied to offset future SOMA Teleco Office RR Realized Losses with respect to the Class ST-VR Certificates.
Upon termination of the Trust,


 



    -372-


     


    

 


any amounts remaining in the SOMA Teleco Office Non-RR Gain-on-Sale Reserve Account and the SOMA
Teleco Office RR Interest Gain-on-Sale Reserve Account shall be distributed to the Class R Certificateholders from the SOMA
Teleco Office Trust Subordinate Companion Loan REMIC in respect of the Class ST-R Interest.


 


On
each Distribution Date, the Certificate Administrator shall withdraw amounts from the Amazon Seattle Gain-on-Sale Reserve Account
and shall distribute such amounts to reimburse the Holders of the Amazon Seattle Loan-Specific Certificates (in order of distribution
priority) (first deeming such amounts to be distributed with respect to the Amazon Seattle Related Trust Subordinate Companion
Loan REMIC Regular Interests) up to an amount equal to all Amazon Seattle Realized Losses, if any, previously deemed allocated
to them and unreimbursed after application of the Amazon Seattle Available Funds for such Distribution Date. Any amounts remaining
in the Amazon Seattle Gain-on-Sale Reserve Account after such distributions shall be held and applied to offset future Amazon
Seattle Realized Losses with respect to the Amazon Seattle Loan-Specific Certificates and related Amazon Seattle Realized Losses
in each case allocable to the Amazon Seattle Loan-Specific Certificates. Upon termination of the Trust, any amounts remaining
in the Amazon Seattle Gain-on-Sale Reserve Account shall be distributed to the Class R Certificateholders from the Amazon
Seattle Trust Subordinate Companion Loan REMIC in respect of the Class 300P-R Interest.


 


(j)          
All distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata
among the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically
provided in Sections 4.01(k), 4.01(l) and 9.01, all such distributions with respect to each Class on
each Distribution Date shall be made to the Certificateholders of the respective Class of record at the close of business on the
related Record Date and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder
at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate
Administrator with wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions
may be in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to such
Certificateholder at its address in the Certificate Register. The final distribution on each Certificate or the Pooled RR Interest
(determined without regard to any possible future reimbursement of Pooled Non-VRR Realized Losses or Pooled VRR Realized Losses
previously allocated to such Certificate or the Pooled RR Interest, as applicable) will be made in like manner, but, in the case
of the Certificates, only upon presentation and surrender of such Certificate at the offices of the Certificate Registrar or such
other location specified in the notice to Certificateholders of such final distribution.


 


Each
distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository
shall be responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance
with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate
Owners that it represents and to each indirect participating brokerage firm (a “brokerage firm” or “indirect
participating firm”) for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate
Owners that it represents. None of the Trustee, the Certificate Administrator, the Certificate Registrar, the Depositor, the Master


 



    -373-


     


    

 



Servicer, the Special Servicers or the Underwriters shall have any responsibility therefor except as otherwise provided by this
Agreement or applicable law.


 


(k)             
Except as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the final distribution
with respect to any Class of Certificates (determined without regard to any possible future reimbursement of any amount of Realized
Losses previously allocated to such Class of Certificates) or Pooled RR Interest (determined without regard to any possible future
reimbursement of any amount of Pooled VRR Realized Losses previously allocated to the Pooled RR Interest) will be made on the
next Distribution Date, the Certificate Administrator shall, no later than the related P&I Advance Determination Date, post
on the Certificate Administrator’s Website pursuant to Section 3.13(b) a notice in electronic format to the
effect that:


 


(i)         
the Certificate Administrator expects that the final distribution with respect to such Class of Certificates or the Pooled RR
Interest will be made on such Distribution Date but, in the case of the Certificates, only upon presentation and surrender of
such Certificates at the offices of the Certificate Registrar or such other location therein specified; and


 


(ii)        
no interest shall accrue on such Certificates or the Pooled RR Interest from and after such Distribution Date.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has
been given pursuant to this Section 4.01(k) shall not have been surrendered for cancellation within six (6) months
after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto.
If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate
Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.
The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest
shall accrue or be payable to any Certificateholder on any amount held in trust hereunder by the Certificate Administrator as
a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
this Section 4.01(k).


 


(l)             
Distributions in reimbursement of Pooled Non-VRR Realized Losses or Pooled VRR Realized Losses previously allocated to the Pooled
Non-VRR Certificates or the Pooled RR Interest shall be made in the amounts and manner specified in Section 4.01(a),
Section 4.01(b), Section 4.01(f) or Section 4.01(g) as applicable, to the Holders of the respective
Class or the Pooled RR Interest Owner otherwise entitled to distributions of interest and principal on such Class or the Pooled
RR Interest on the relevant Distribution Date; provided that all 


 



    -374-


     


    

 


distributions in reimbursement of Pooled Non-VRR Realized
Losses previously allocated to a Class of Certificates which has since been retired shall be to the prior Holders that surrendered
the Certificates of such Class upon retirement thereof and shall be made by check mailed to the address of each such prior Holder
last shown in the Certificate Register. Notice of any such distribution to a prior Holder shall be made in accordance with Section 13.05
at such last address. The amount of the distribution to each such prior Holder shall be based upon the aggregate Percentage
Interest evidenced by the Certificates surrendered thereby. If the check mailed to any such prior Holder is returned uncashed,
then the amount thereof shall be set aside and held uninvested in trust for the benefit of such prior Holder, and the Certificate
Administrator shall attempt to contact such prior Holder in the manner contemplated by Section 4.01(j) as if such
Holder had failed to surrender its Certificates.


 


(m)            
On each Distribution Date, with respect to any Excess Interest received during the related Collection Period with respect to the
Mortgage Loans, (i) the Pooled Non-VRR Percentage of such Excess Interest shall be distributed from the Excess Interest Distribution
Account solely to the Holders of the Class S Certificates and (ii) the Pooled VRR Percentage of such Excess Interest
shall be distributed from the Excess Interest Distribution Account solely to the Pooled VRR Interest Owners, pro rata based
on their respective outstanding Pooled VRR Interest Balances. Excess Interest will not be available to pay any other amounts except
for distributions on the Class S Certificates and the Pooled VRR Interest set forth in the prior sentence. The Class S
Certificates and the Pooled VRR Interest shall be entitled to such distributions of Excess Interest notwithstanding any reduction
of their related Certificate Balance or Pooled VRR Interest Balance, as applicable, to zero.


 


(n)             
Each Loan REMIC Regular Interest’s share of all payments made on the related Mortgage Loan (other than any Excess Interest,
Default Interest and amounts distributable to the related Loan REMIC Residual Interest in accordance with the related REMIC Declaration)
shall be deemed to be paid at the time payments are made under the related Mortgage Loan (in the case of interest, at the Mortgage
Rate of such Mortgage Loan) and then deposited in the Lower-Tier REMIC by the Certificate Administrator before payments are made
to the Trustee as Holder of the Lower-Tier Regular Interests, and shall be treated as principal, interest and Yield Maintenance
Charges, as the case may be, based on these characterizations with respect to such Mortgage Loan (or related REO Property), except
where expressly noted and, in addition, any payment of principal on or reduction in the Stated Principal Balance of such Mortgage
Loan shall reduce the principal balance of the related Loan REMIC Regular Interest. Any portion of the Pooled Available Funds
attributable to such Mortgage Loans on deposit in the Collection Account after giving effect to withdrawals of funds pursuant
to Section 3.05(a)(i) through Section 3.05(a)(xxiii) shall be distributable to the Class R Certificates
in respect of amounts distributed on the Loan REMIC Residual Interest from the Loan REMIC Residual Distribution Account. Servicing
Fees, Trustee Fees and Operating Advisor Fees with respect to these Mortgage Loans shall be deemed paid by the Lower-Tier REMIC
in determining the Net Mortgage Rate of the related Loan REMIC Regular Interest, and all other servicing compensation or unanticipated
expenses with respect to such Mortgage Loans payable to the Master Servicer, the Special Servicer, the Certificate Administrator,
the Trustee or the Operating Advisor shall be deemed payable by the related Loan REMIC.


 






    -375-


     


    

 


(o)              
On the Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall make
withdrawals and payments from the Serviced Whole Loan Custodial Account for each Companion Loan in the following order of priority:


 


(i)         
to pay to the Master Servicer any amounts transferred to the Companion Paying Agent for deposit into the Serviced Whole Loan Custodial
Account not required to be deposited therein;


 


(ii)        to the extent permitted under the related Co-Lender Agreement and not otherwise previously reimbursed, to pay the Trustee or the
Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable or
reimbursable to any such Person pursuant to Section 8.05, to the extent any such amounts relate solely to a Serviced
Whole Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related
Co-Lender Agreement;


 


(iii)       to pay all amounts remaining in the Serviced Whole Loan Custodial Account related to such Serviced Companion Loan to the related
Companion Holder, in accordance with the related Co-Lender Agreement; and


 


(iv)       to clear and terminate the Serviced Whole Loan Custodial Account at the termination of this Agreement pursuant to Section 9.01.


 


All
distributions from the Serviced Whole Loan Custodial Account required hereunder shall be made by the Companion Paying Agent to
the related Companion Holder by wire transfer in immediately available funds on the Serviced Whole Loan Remittance Date to the
account of such Companion Holder or an agent therefor appearing on the Companion Register on the related Record Date (or, if no
such account so appears or information relating thereto is not provided at least five (5) Business Days prior to the related Record
Date, by check sent by first class mail to the address of such Companion Holder or its agent appearing on the Companion Register).
Any such account shall be located at a commercial bank in the United States.


 


On
the final Master Servicer Remittance Date, the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate
Administrator who shall distribute to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans and
the Trust Subordinate Companion Loans that it is servicing and that were transferred from the Loss of Value Reserve Fund to the
Collection Account on the immediately preceding Master Servicer Remittance Date.


 


Section 4.02         
Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney. (a)  On
each Distribution Date, the Certificate Administrator shall make available pursuant to Section 3.13(b) on the Certificate
Administrator’s Website to any Privileged Person a statement (substantially in the form set forth as Exhibit G hereto
and based in part upon information supplied to the Certificate Administrator in the related CREFC® Investor Reporting
Package in accordance with CREFC® guidelines) as to the 


 



    -376-


     


    

 


distributions made on such Distribution Date (each, a “Distribution
Date Statement”) which shall include:


 


(i)         
the amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the Certificate
Balance thereof and to the Pooled RR Interest in reduction of the Pooled RR Interest Balance;


 


(ii)        the aggregate amount of Advances made, with respect to the pool of Mortgage Loans and the Trust Subordinate Companion Loans, during
the period from but not including the previous Distribution Date to and including such Distribution Date and details of P&I
Advances as of the Master Servicer Remittance Date;


 


(iii)        the aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid to the
Master Servicer and the applicable Special Servicer, compensation paid to the Operating Advisor and CREFC® Intellectual
Property Royalty License Fees paid to CREFC®, in each case, with respect to the Collection Period for such Determination
Date together with detailed calculations of servicing compensation paid to the Master Servicer and such Special Servicer;


 


(iv)       the aggregate Stated Principal Balance of the Mortgage Loans, the Trust Subordinate Companion Loans and any REO Loans, with respect
to the pool of Mortgage Loans and the Trust Subordinate Companion Loans, outstanding immediately before and immediately after
such Distribution Date;


 


(v)        the aggregate amount of unscheduled payments received;


 


(vi)       the number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage
Rate of the Mortgage Loans and the Trust Subordinate Companion Loans, with respect to the pool of Mortgage Loans and the Trust
Subordinate Companion Loans, as of the end of the related Collection Period for such Distribution Date;


 


(vii)      the number and aggregate principal balance of the Mortgage Loans and the Trust Subordinate Companion Loans (A) delinquent
30-59 days, (B) delinquent 60-89 days, (C) delinquent 90 days to 119 days (and for each thirty (30) day period
thereafter until liquidation), (D) current but specially serviced or in foreclosure but not an REO Property and (E) for
which the related Mortgagor is subject to oversight by a bankruptcy court;


 


(viii)     the value of any REO Property (and, with respect to any Serviced Whole Loan, the Trust’s interest therein) included in the
Trust Fund as of the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis, based
on the most recent Appraisal or valuation;


 


(ix)        the Pooled Non-VRR Available Funds, the Pooled VRR Available Funds, the SOMA Teleco Office Non-RR Available Funds, the SOMA Teleco
Office RR Available Funds and the Amazon Seattle Available Funds for such Distribution Date;


 






    -377-


     


    

 


(x)         the Interest Accrual Amount, in respect of such Class of Certificates for such Distribution Date, separately identifying any Interest
Accrual Amount for such Distribution Date allocated to such Class of Certificates;


 


(xi)        the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates and the Pooled RR Interest
allocable (A) to Yield Maintenance Charges and (B) in the case of the Class S Certificates and the Pooled VRR Interest,
Excess Interest;


 


(xii)       the Pass-Through Rate for such Class of Certificates, the SOMA Teleco Office Class ST-VR Interest Rate for the Class ST-VR
Certificates and the Pooled VRR Interest Rate for the Pooled VRR Interest for such Distribution Date and the next succeeding Distribution
Date;


 


(xiii)      the Pooled Aggregate Principal Distribution Amount, the Pooled Non-VRR Principal Distribution Amount, the Pooled VRR Principal
Distribution Amount, the Pooled Scheduled Principal Distribution Amount, the Pooled Unscheduled Principal Distribution Amount,
the SOMA Teleco Office Aggregate Principal Distribution Amount, the SOMA Teleco Office Non-RR Principal Distribution Amount, the
SOMA Teleco Office RR Principal Distribution Amount, the SOMA Teleco Office Scheduled Principal Distribution Amount, the SOMA
Teleco Office Unscheduled Principal Distribution Amount the Amazon Seattle Aggregate Principal Distribution Amount, the Amazon
Seattle Principal Distribution Amount, the Amazon Seattle Scheduled Principal Distribution Amount and the Amazon Seattle Unscheduled
Principal Distribution Amount for such Distribution Date;


 


(xiv)      the Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates and the Pooled RR Interest Balance
of the Pooled RR Interest immediately before and immediately after such Distribution Date, separately identifying any reduction
therein as a result of the allocation of any Realized Losses on such Distribution Date and the aggregate amount of all reductions
as a result of allocations of Realized Losses in respect of the Principal Balance Certificates or the Pooled VRR Interest, as
applicable, to date;


 


(xv)       the Certificate Factor for each Class of Certificates (other than the Class R and Class S Certificates) immediately
following such Distribution Date;


 


(xvi)      the amount of any Cumulative Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the amount
allocable to the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan
basis;


 


(xvii)     the current Controlling Class;


 


(xviii)    the number and related Stated Principal Balance of any Mortgage Loans or Trust Subordinate Companion Loan extended or modified
since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan
basis;


 






    -378-


     


    

 


(xix)      a loan-by-loan listing of each Mortgage Loan or Trust Subordinate Companion Loan which was the subject of a Principal
Prepayment since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date) and
the amount and the type of Principal Prepayment occurring;


 


(xx)       a loan-by-loan listing of each Mortgage Loan or Trust Subordinate Companion Loan which was defeased since the previous
Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);


 


(xxi)      all deposits into, withdrawals from, and the balance of the Interest Reserve Account on the Master Servicer Remittance Date;


 


(xxii)     in the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Section 4.01(a),
Section 4.01(b), Section 4.01(d), Section 4.01(f) and Section 4.01(g);


 


(xxiii)    the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates or the Pooled RR Interest
Owner in reimbursement of previously allocated Pooled Non-VRR Realized Losses or Pooled VRR Realized Losses, as applicable;


 


(xxiv)    the aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination
Date, with respect to the pool of Mortgage Loans;


 


(xxv)     with respect to any Mortgage Loan or Trust Subordinate Companion Loan as to which a Liquidation Event occurred since the previous
Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date) or prior to the related Determination
Date (other than a payment in full), (A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds and
other amounts received in connection with such Liquidation Event (separately identifying the portion thereof allocable to distributions
on the Certificates), and (C) the amount of any Realized Loss allocated to the Principal Balance Certificates or the Pooled VRR
Interest in connection with such Liquidation Event;


 


(xxvi)    with respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest therein)
included in the Trust as to which the applicable Special Servicer determined, in accordance with the Servicing Standard, that
all payments or recoveries with respect to the Mortgaged Property have been ultimately recovered since the previous Determination
Date, (A) the loan number of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts
received in connection with that determination (separately identifying the portion thereof allocable to distributions on the Certificates),
and (C) the amount of any Realized Loss allocated to the Principal Balance Certificates and the Pooled VRR Interest in respect
of the related REO Loan in connection with that determination;


 


(xxvii)   the aggregate amount of interest on P&I Advances paid to the Master Servicer and the Trustee since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


 






    -379-


     


    

 


(xxviii)  the then-current credit support levels for each Class of Certificates;


 


(xxix)     the aggregate amount of Yield Maintenance Charges on the Mortgage Loans and Trust Subordinate Companion Loans (each separately
identified) collected since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off
Date);


 


(xxx)      a loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


 


(xxxi)     a loan-by-loan listing of any Material Breach of the representations and warranties given with respect to a Mortgage Loan
or Trust Subordinate Companion Loan by the applicable Mortgage Loan Seller;


 


(xxxii)    an itemized listing of any Disclosable Special Servicer Fees received by the applicable Special Servicer or any of its Affiliates
with respect to the related Distribution Date, which information will be provided to the Certificate Administrator by the Master
Servicer;


 


(xxxiii)   the amount of any Excess Interest actually received; and


 


(xxxiv)   such other information as mutually agreed between the Certificate Administrator and the Sponsors.


 


In
the case of information furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii)
and (xxiv) above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each
applicable Class and per Definitive Certificate.


 


The
Certificate Administrator has not obtained and shall not be deemed to have obtained actual knowledge of any information only by
virtue of its receipt and posting of such information to the Certificate Administrator’s Website nor by its filing of such
information, including, but not limited to, with EDGAR, pursuant to this Agreement.


 


Within
a reasonable period of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who
at any time during the calendar year was a Holder of a Certificate or an Pooled RR Interest Owner, a statement containing the
information set forth in clauses (i) and (ii) above as to the applicable Class, aggregated for such calendar
year or applicable portion thereof during which Person was a Certificateholder, together with such other information as the Certificate
Administrator deems necessary or desirable, or that a Certificateholder, Certificate Owner or Pooled RR Interest Owner reasonably
requests, to enable Certificateholders and the Pooled RR Interest Owner to prepare their tax returns for such calendar year. Such
obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the


 



    -380-


     


    

 


Certificate Administrator pursuant to any requirements of the Code as from time to time are
in force.


 


Upon
receipt of an Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b),
the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D in accordance
with Section 11.04 for such period in which such Asset Review Report Summary was delivered, and (ii) post such
Asset Review Report Summary to the Certificate Administrator’s Website not later than two (2) Business Days after receipt
of such Asset Review Report Summary from the Asset Representations Reviewer.


 


(b)            
[Reserved].


 


(c)             
Each of the Master Servicer and the Special Servicers may, at its sole cost and expense, make available by electronic media, bulletin
board service or Internet website (in addition to making information available as provided herein) any reports or other information
the Master Servicer or such Special Servicer, as applicable, is required or permitted to provide to any party to this Agreement,
the Rating Agencies or any Certificateholder or Pooled RR Interest Owner or any prospective Certificateholder or prospective Pooled
RR Interest Owner that has provided the Certificate Administrator, the Master Servicer or such Special Servicer, as applicable,
with an Investor Certification or has executed a “click-through” confidentiality agreement in accordance with
Section 3.13 hereof (which may be a licensed or registered investment advisor) to the extent such action does not
conflict with the terms of this Agreement (including without limitation, any requirements to keep Privileged Information confidential),
the terms of the Mortgage Loans or applicable law. Notwithstanding this paragraph, the availability of such information or reports
on the Internet or similar electronic media shall not be deemed to satisfy any specific delivery requirements in this Agreement
except as set forth herein. In connection with providing access to the Master Servicer’s or applicable Special Servicer’s
Internet website, the Master Servicer or such Special Servicer, as applicable, shall take reasonable measures to ensure that only
such parties listed above may access such information including, without limitation, requiring registration, a confidentiality
agreement and acceptance of a disclaimer. The Master Servicer or applicable Special Servicer, as applicable, shall not be liable
for dissemination of this information in accordance with this Agreement, and neither the Master Servicer nor the applicable Special
Servicer shall be responsible for any information delivered, produced, or made available pursuant to Sections 3.13
and 4.02(c), other than information produced by the Master Servicer or such Special Servicer, as applicable; provided
that such information otherwise meets the requirements set forth herein with respect to the form and substance of such information
or reports. The Master Servicer shall be entitled to attach to any report provided pursuant to this subsection, any reasonable
disclaimer with respect to information provided, or any assumptions required to be made by such report.


 


Each
Special Servicer shall from time to time (and, in any event, as may be reasonably required by the Master Servicer) provide the
Master Servicer with such information in its possession regarding the Specially Serviced Mortgage Loans and REO Properties as
may be necessary for the Master Servicer to prepare each report and any supplemental information to be provided by the Master
Servicer to the Certificate Administrator. Neither the Certificate Administrator nor the Depositor shall have any obligation to
recompute, verify or recalculate the


 



    -381-


     


    

 


information provided thereto by the Master Servicer. Unless the Certificate Administrator
has actual knowledge that any report or file received from the Master Servicer contains erroneous information, the Certificate
Administrator is authorized to rely thereon in calculating and making distributions to Certificateholders and the Pooled RR Interest
Owner in accordance with Section 4.01, preparing the Distribution Date Statement required by Section 4.02(a)
and allocating Pooled Non-VRR Realized Losses to the Pooled Principal Balance Certificates in accordance with Section 4.04
and Pooled VRR Realized Losses to the Pooled VRR Interest in accordance with Section 4.04.


 


Notwithstanding
the foregoing, the failure of the Master Servicer or a Special Servicer to disclose any information otherwise required to be disclosed
pursuant to this Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c)
or of Section 4.02(d) to the extent the Master Servicer or such Special Servicer so fails because such disclosure,
in the reasonable belief of the Master Servicer or such Special Servicer, as the case may be, would violate any applicable law
or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged
Properties. The Master Servicer or the applicable Special Servicer may affix to any information provided by it any disclaimer
it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(d)             
Upon the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of a Certificate
that is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate as such
and, in any case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as reasonably
practicable, at the expense of the requesting party, the Certificate Administrator shall make available to the requesting party
such information that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate
Administrator as is requested by such Person, for purposes of satisfying applicable reporting requirements under Rule 144A
under the Securities Act. Neither the Certificate Registrar, nor the Certificate Administrator shall have any responsibility for
the sufficiency under Rule 144A or any other securities laws of any available information so furnished to any person including
any prospective purchaser of a Certificate or any interest therein, nor for the content or accuracy of any information so furnished
which was prepared or delivered to them by another.


 


(e)             
The information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except
as specifically provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


 


(f)             
Upon the reasonable request of any Excluded Controlling Class Holder identified to the Master Servicer (in the case of a Non-Specially
Serviced Mortgage Loan) or the applicable Special Servicer (in the case of a Specially Serviced Mortgage Loan) to the Master Servicer’s
or the applicable Special Servicer’s reasonable satisfaction (at the expense of such Excluded Controlling Class Holder)
and if such information is in the Master Servicer’s or such Special Servicer’s possession, the Master Servicer or
such Special Servicer, as applicable, shall provide or make available (or forward electronically) to such Excluded Controlling
Class Holder


 



    -382-


     


    

 


(at the expense of such Excluded Controlling Class Holder) any Excluded Information (available to Privileged Persons
through the Certificate Administrator’s Website but not accessible to such Excluded Controlling Class Holder through the
Certificate Administrator’s Website on account of it constituting Excluded Information) relating to any Excluded Controlling
Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party; provided that, in
connection therewith, the Master Servicer or the applicable Special Servicer may require a written confirmation executed by the
requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or such Special Servicer,
generally to the effect that such Person is the Directing Holder, a Controlling Class Certificateholder, a SOMA Teleco Office
Controlling Class Certificateholder or an Amazon Seattle Controlling Class Certificateholder, will keep such Excluded Information
confidential and is not a Borrower Party, upon which the Master Servicer or such Special Servicer may conclusively rely. In addition,
the Master Servicer and the applicable Special Servicer shall be entitled to conclusively rely on delivery from the Directing
Holder or a Controlling Class Certificateholder, as applicable, of an Investor Certification substantially in the form of Exhibit
P-1B that such Directing Holder, Controlling Class Certificateholder, SOMA Teleco Office Controlling Class Certificateholder
or Amazon Seattle Controlling Class Certificateholder is not an Excluded Controlling Class Holder with respect to a particular
Mortgage Loan. For the avoidance of doubt, the applicable Special Servicer referenced in this Section 4.02(f) shall
include any applicable Excluded Special Servicer with respect to the related Excluded Special Servicer Loan(s).


 


Section 4.03         
P&I Advances. (a)  On or before 4:00 p.m., New York
City time, on each Master Servicer Remittance Date, the Master Servicer shall either (i) remit to the Certificate Administrator
for deposit from its own funds into the (A) Lower-Tier REMIC Distribution Account, an amount equal to the aggregate amount
of P&I Advances, if any, with respect to the Mortgage Loans to be made in respect of the related Distribution Date, (B) SOMA
Teleco Office Trust Subordinate Companion Loan REMIC Distribution Account, an amount equal to the aggregate amount of P&I
Advances, if any, with respect to the SOMA Teleco Office Trust Subordinate Companion Loan to be made in respect of the related
Distribution Date or (C) Amazon Seattle Trust Subordinate Companion Loan REMIC Distribution Account, an amount equal to the aggregate
amount of P&I Advances, if any, with respect to the Amazon Seattle Trust Subordinate Companion Loan to be made in respect
of the related Distribution Date or (ii) apply amounts held in the Collection Account, for future distribution to Certificateholders
in subsequent months in discharge of any such obligation to make P&I Advances with respect to the Mortgage Loans or Trust
Subordinate Companion Loans, or (iii) make P&I Advances in the form of any combination of clauses (i) and (ii),
aggregating the total amount of P&I Advances to be made. Any amounts held in the Collection Account for future distribution
and so used to make P&I Advances with respect to the Mortgage Loans or Trust Subordinate Companion Loan shall be appropriately
reflected in the Master Servicer’s records and replaced by the Master Servicer by deposit in the Collection Account on or
before the next succeeding Master Servicer Remittance Date (to the extent not previously replaced through the deposit of Late
Collections of the delinquent principal and/or interest in respect of which P&I Advances were made). The Master Servicer shall
notify the Certificate Administrator of (i) the aggregate amount of P&I Advances with respect to the Mortgage Loans
or Trust Subordinate Companion Loans for a Distribution Date and (ii) the amount of any Nonrecoverable P&I Advances with
respect to the Mortgage Loans or Trust Subordinate Companion Loans for such Distribution Date, on or before two (2) Business Days
prior to such Distribution Date. If the Master Servicer fails to make a


 



    -383-


     


    

 


 required P&I Advance by 4:00 p.m., New York City time,
on any Master Servicer Remittance Date, the Trustee shall make such P&I Advance pursuant to Section 7.05 by noon,
New York City time, on the related Distribution Date, unless the Master Servicer shall have cured such failure (and provided written
notice of such cure to the Trustee and the Certificate Administrator) by 11:00 a.m., New York City time, on such Distribution
Date. In the event that the Master Servicer fails to make a required P&I Advance hereunder, the Certificate Administrator
shall notify the Trustee of such circumstances by 4:30 p.m., New York City time, on the related Master Servicer Remittance
Date. Notwithstanding the foregoing, the portion of any P&I Advance equal to the CREFC® Intellectual Property
Royalty License Fee for the related Mortgage Loans or the Trust Subordinate Companion Loans shall not be remitted to the Certificate
Administrator for deposit into the Lower-Tier REMIC Distribution Account but shall be deposited into the Collection Account
for payment to CREFC® on such Distribution Date. If the Master Servicer or the Trustee make a P&I Advance with
respect to any Mortgage Loan that is part of a Whole Loan, then it shall provide written notice to the related Other Servicer,
Other Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer or Non-Serviced Trustee, as applicable, of the amount
of such P&I Advance with respect to such Mortgage Loan within two (2) Business Days of making such P&I Advance.


 


(b)            
Subject to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made by the
Master Servicer with respect to any Distribution Date and each Mortgage Loan or Trust Subordinate Companion Loan, shall be equal
to: (i) the Periodic Payments (net of related Servicing Fees and, in the case of any Non-Serviced Mortgage Loan, a fee accruing
at the related Non-Serviced Primary Servicing Fee Rate) other than Balloon Payments, that were due on the Mortgage Loans (including
any Non-Serviced Mortgage Loan), the Trust Subordinate Companion Loans and any REO Loan (including any portion of a REO Loan related
to the Trust Subordinate Companion Loans, but excluding any portion of an REO Loan related to a Companion Loan) during the related
Collection Period and delinquent as of the close of business on the Business Day preceding the related Master Servicer Remittance
Date (or not advanced by any Sub-Servicer on behalf of the Master Servicer) and (ii) with respect to each Mortgage Loan
and Trust Subordinate Companion Loan delinquent in respect of its Balloon Payment as of the Master Servicer Remittance Date (including
any REO Loan (including any portion of a REO Loan related to the Trust Subordinate Companion Loans, but excluding any portion
of an REO Loan related to any other Companion Loan) as to which the related Balloon Payment would have been past due), an amount
equal to the Pooled Assumed Scheduled Payment or SOMA Teleco Office Assumed Scheduled Payment, as applicable, therefor. Subject
to subsection (c) below, the obligation of the Master Servicer to make such P&I Advances is mandatory, and with
respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan), Trust Subordinate Companion Loan or REO Loan (including
any portion of a REO Loan related to the Trust Subordinate Companion Loans, but excluding any portion of an REO Loan related to
any other Companion Loan), shall continue until the Distribution Date on which the proceeds, if any, received in connection with
a Liquidation Event or the disposition of the REO Property, as the case may be, with respect thereto are to be distributed. No
P&I Advances shall be made with respect to any Companion Loan other than the Trust Subordinate Companion Loans.


 


(c)             
Notwithstanding anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I Advance
would, if made, constitute a Nonrecoverable


 



    -384-


     


    

 


P&I Advance. With respect to each Non-Serviced Mortgage Loan, the Master Servicer
or the applicable Special Servicer shall make its determination (based on information provided by the applicable Non-Serviced
Master Servicer and Non-Serviced Special Servicer) that it has made a P&I Advance on such Non-Serviced Mortgage Loan that
is a Nonrecoverable Advance or that any proposed P&I Advance would, if made, constitute a Nonrecoverable Advance with respect
to such Non-Serviced Mortgage Loan independently of any determination made by the applicable Non-Serviced Master Servicer
or the applicable Non-Serviced Special Servicer, as the case may be, under the applicable Non-Serviced Pooling Agreement
in respect of the related Non-Serviced Companion Loan. If the Master Servicer or the applicable Special Servicer determines
that a proposed P&I Advance with respect to a Non-Serviced Mortgage Loan, if made, or any outstanding P&I Advance
with respect to a Non-Serviced Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance, the
Master Servicer or the applicable Special Servicer shall provide the applicable Non-Serviced Master Servicer and Non-Serviced
Special Servicer written notice of such determination within two (2) Business Days of the date of such determination. If the Master
Servicer receives written notice from the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer,
as the case may be, that either has determined in accordance with the applicable Non-Serviced Pooling Agreement with respect
to a Non-Serviced Companion Loan, that any proposed advance under the applicable Non-Serviced Pooling Agreement that is
similar to a P&I Advance would be, or any outstanding advance under such Non-Serviced Pooling Agreement that is similar
to a P&I Advance is, a nonrecoverable advance, then the Master Servicer, the applicable Special Servicer or the Trustee may,
based upon such determination, determine that any P&I Advance previously made or proposed to be made with respect to the related
Non-Serviced Mortgage Loan, will be a Nonrecoverable P&I Advance. Thereafter, in either case, the Master Servicer and
the Trustee shall not be required to make any additional P&I Advances with respect to the related Non-Serviced Mortgage
Loan unless and until the Master Servicer, the applicable Special Servicer or the Trustee, as the case may be, determines that
any such additional P&I Advances with respect to the related Non-Serviced Mortgage Loan would not be a Nonrecoverable
P&I Advance, which determination may be as a result of consultation with the related Non-Serviced Master Servicer or the
related Non-Serviced Special Servicer, as the case may be, or otherwise. For the avoidance of doubt, the Master Servicer,
the applicable Special Servicer or the Trustee, as the case may be, shall have the sole discretion provided in this Agreement
to determine that any future P&I Advance or outstanding P&I Advance would be, or is, as applicable, a Nonrecoverable Advance.


 


(d)             
In connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a),
the Master Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any
amounts then on deposit in the Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder
(unless related thereto), except to the extent permitted pursuant to the terms of the related Co-Lender Agreement), interest at
the Reimbursement Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but not
including the date of reimbursement; provided, however, that no interest will accrue on any P&I Advance (i) made
with respect to a Mortgage Loan or Trust Subordinate Companion Loan unless the related Periodic Payment is received after the
related Due Date has passed and any applicable Grace Period has expired or (ii) if the related Periodic Payment is received
after the Determination Date but on or prior to the related Master Servicer Remittance Date. The Master Servicer shall


 



    -385-


     


    

 


 reimburse
itself and/or the Trustee, as the case may be, for any outstanding P&I Advance, subject to Section 3.17 of this
Agreement, as soon as practicably possible after funds available for such purpose are deposited in the Collection Account.


 


(e)             
Notwithstanding the foregoing, (i) neither the Master Servicer nor the Trustee shall make an advance for Yield Maintenance
Charges, Default Interest, late payment charges, Excess Interest, Balloon Payments or any advance with respect to a Periodic Payment
with respect to any Companion Loan (other than the Trust Subordinate Companion Loans) and (ii) if an Appraisal Reduction
Amount has been assessed with respect to any Mortgage Loan (or, in the case of a Non-Serviced Whole Loan, an Appraisal Reduction
Amount has been made in accordance with the related Non-Serviced Pooling Agreement and the Master Servicer has notice of such
Appraisal Reduction Amount) or the Trust Subordinate Companion Loans, the interest portion of the P&I Advance in respect of
such Mortgage Loan or Trust Subordinate Companion Loan for the related Distribution Date shall be reduced (it being herein acknowledged
that there shall be no reduction in the principal portion, if any, of such P&I Advance) to equal the product of (x) the
amount of the interest portion of such P&I Advance for such Mortgage Loan or Trust Subordinate Companion Loan for such Distribution
Date without regard to this clause (ii), and (y) a fraction, expressed as a percentage, the numerator of which
is equal to the Stated Principal Balance of such Mortgage Loan or Trust Subordinate Companion Loan immediately prior to such Distribution
Date, net of the related Appraisal Reduction Amount (or, in the case of a Whole Loan, the portion of such Appraisal Reduction
Amount allocated to the related Mortgage Loan or Trust Subordinate Companion Loan), if any, and the denominator of which is equal
to the Stated Principal Balance of such Mortgage Loan or Trust Subordinate Companion Loan immediately prior to such Distribution
Date. For purposes of the immediately preceding sentence, (a) the Periodic Payment due on the Maturity Date for a Mortgage Loan
that is a Balloon Mortgage Loan will be the Pooled Assumed Scheduled Payment for the related Distribution Date, and (b) the Periodic
Payment due on the Maturity Date for a Trust Subordinate Companion Loan that is a Balloon Mortgage Loan will be the SOMA Teleco
Office Assumed Scheduled Payment or the Amazon Seattle Assumed Scheduled Payment, as applicable, for the related Distribution
Date.


 


(f)              
In no event shall either the Master Servicer or the Trustee be required to make a P&I Advance with respect to any Companion
Loan other than the Trust Subordinate Companion Loans.


 


Section 4.04         
Allocation of Realized Losses. (a)  On each Distribution
Date, immediately following the distributions to be made on such date pursuant to Section 4.01, the Certificate Administrator
shall calculate the amount of any Realized Loss.


 


On
each Distribution Date, the Certificate Balances of the Pooled Principal Balance Certificates, the SOMA Teleco Office Loan-Specific
Principal Balance Certificates and the Amazon Seattle Loan-Specific Certificates will be reduced without distribution, as a write-off
to the extent of any Pooled Non-VRR Realized Losses, SOMA Teleco Office Non-RR Realized Losses or Amazon Seattle Realized Losses,
as applicable, if any, allocable to such Certificates with respect to such Distribution Date.


 






    -386-


     


    

 


On
each Distribution Date, immediately following the distributions to be made on such date pursuant to Section 4.01,
the Certificate Administrator shall calculate the amount of any Pooled Non-VRR Realized Losses and shall allocate such Pooled
Non-VRR Realized Losses first, to the Class H Certificates, then, to the Class G Certificates, then,
to the Class F Certificates, then, to the Class E Certificates, then, to the Class D Certificates,
then, to the Class C Certificates, then, to the Class B Certificates, then, to the Class A-S
Certificates and then, pro rata (based on their respective Certificate Balances), to the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5 and Class A-SB Certificates, in each case until the remaining Certificate
Balances of such Classes of Certificates have been reduced to zero.


 


On
each Distribution Date, immediately following the distributions to be made on such date pursuant to Section 4.01,
the Certificate Administrator shall calculate the amount of any SOMA Teleco Office Non-RR Realized Losses and shall allocate such
SOMA Teleco Office Non-RR Realized Losses to the Class ST-A Certificates until the remaining Certificate Balances of such
Classes of Certificates have been reduced to zero.


 


On
each Distribution Date, immediately following the distributions to be made on such date pursuant to Section 4.01,
the Certificate Administrator shall calculate the amount of any Amazon Seattle Realized Losses and shall allocate such Amazon
Seattle Realized Losses first, to the Class 300P-RR Certificates, then, to the Class 300P-E Certificates, then,
to the Class 300P-D Certificates, then, to the Class 300P-C Certificates, then, to the Class 300P-B
Certificates and then, to the Class 300P-A Certificates, in each case until the remaining Certificate Balances of
such Classes of Certificates have been reduced to zero.


 


Any
allocation of Pooled Non-VRR Realized Losses, SOMA Teleco Office Non-RR Realized Losses or Amazon Seattle Realized Losses, as
applicable, to a Class of Principal Balance Certificates shall be made by reducing the Certificate Balance thereof by the amount
so allocated. Any Pooled Non-VRR Realized Losses, SOMA Teleco Office Non-RR Realized Losses or Amazon Seattle Realized Losses,
as applicable, so allocated to a Class of Principal Balance Certificates shall be allocated among the respective Certificates
of such Class in proportion to the Percentage Interests evidenced thereby. The allocation of Realized Losses shall constitute
an allocation of losses and other shortfalls experienced by the Trust. Reimbursement of previously allocated Realized Losses will
not constitute distributions of principal for any purpose and will not result in an additional reduction in the Certificate Balance
of the Class of Certificates in respect of which any such reimbursement is made. With respect to any Class of Principal Balance
Certificates, to the extent any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections
on the Mortgage Loans or Trust Subordinate Companion Loans and previously 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, are subsequently recovered on the related Mortgage Loan or Trust Subordinate Companion Loan,
the amount of such recovery will be added to the Certificate Balance of the Class or Classes of Principal Balance Certificates
that previously were allocated Realized Losses, in the same sequential order as distributions pursuant to Section 4.01(b),
Section 4.01(c), Section 4.01(d) or Section 4.01(e) in each case up to the amount of the unreimbursed
Pooled Non-VRR Realized Losses, SOMA Teleco Office Non-RR Realized Losses or Amazon Seattle Realized Losses, as applicable, allocated
to such Class of Principal Balance Certificates. In the event that the amount of any


 



    -387-


     


    

 


subsequent recovery of Nonrecoverable Advances
is added to the Pooled Aggregate Principal Distribution Amount, SOMA Teleco Office Aggregate Principal Distribution Amount or
Amazon Seattle Aggregate Principal Distribution Amount, as applicable, and the Certificate Balance of any Class of Certificates,
the amount of any Pooled Non-VRR Realized Losses, SOMA Teleco Office Non-RR Realized Losses or Amazon Seattle Realized Losses,
as applicable, allocated to such Class will be reduced by the amount of such recovery that was added to the Certificate Balance
of such Class.


 


On
each Distribution Date, immediately following the distributions to be made on such date pursuant to Section 4.01,
the Certificate Administrator shall calculate the amount of any Pooled VRR Realized Losses and shall allocate (i) the Pooled RRI
Percentage of such Pooled VRR Realized Losses to the Pooled RR Interest by reducing the Pooled RR Interest Balance by the amount
so allocated and (ii) the remainder of such Pooled VRR Realized Losses to the Class RR Certificates by reducing the Pooled
VRR Interest Balance of such Class. On each Distribution Date, to the extent any Nonrecoverable Advances (plus interest thereon)
that were reimbursed from principal collections on the Mortgage Loans and previously resulted in a reduction of the Pooled VRR
Principal Distribution Amount are subsequently recovered on the related Mortgage Loan, the amount of such recovery will be added
to the Pooled VRR Interest Balance of the Class RR Certificates and the Pooled RR Interest that previously were allocated Pooled
VRR Realized Losses, up to the amount of the unreimbursed Pooled VRR Realized Losses allocated to the Pooled VRR Interest. Any
such allocations or recoveries will be deemed allocated to the Class LRR Uncertificated Interest and the LRI Uncertificated
Interest such that, at all times, the Lower-Tier Principal Amount of the Class RR Certificates will equal the Pooled VRR
Interest Balance of the Class RR Certificates and the Lower-Tier Principal Amount of the LRI Uncertificated Interest will
equal the Pooled VRR Interest Balance of the Pooled RR Interest.


 


On
each Distribution Date, immediately following the distributions to be made on such date pursuant to Section 4.01,
the Certificate Administrator shall calculate the amount of SOMA Teleco Office RR Realized Losses and shall allocate such SOMA
Teleco Office RR Realized Losses to the Class ST-VR Certificates by reducing the Certificate Balance of the Class ST-VR
Certificates by the amount so allocated. On each Distribution Date, to the extent any Nonrecoverable Advances (plus interest thereon)
that were reimbursed from principal collections on the SOMA Teleco Office Trust Subordinate Companion Loan and previously resulted
in a reduction of the SOMA Teleco Office RR Principal Distribution Amount are subsequently recovered on the SOMA Teleco Office
Trust Subordinate Companion Loan, the amount of such recovery will be added to the Certificate Balance of the Class ST-VR
Certificates that previously were allocated SOMA Teleco Office RR Realized Losses, up to the amount of the unreimbursed SOMA Teleco
Office RR Realized Losses allocated to the Class ST-VR Certificates. Any such allocations or recoveries will be deemed allocated
to the Class LSTVR Uncertificated Interest such that, at all times, the Lower-Tier Principal Amount of the Class LSTVR Uncertificated
Interest will equal the Class ST-VR Certificates Balance of the Class ST-VR Certificates.


 


(b)              
With respect to any Distribution Date, any Realized Losses allocated to a Class of Principal Balance Certificates or the Pooled
VRR Interest pursuant to Section 4.04(a)


 



    -388-


     


    

 


 with respect to such Distribution Date shall reduce the Lower-Tier Principal
Amount of the Related Lower-Tier Regular Interest with respect thereto as a write-off.


 


Section 4.05         
Appraisal Reduction Amounts; Collateral Deficiency Amounts.

(a)  For purposes of (x) determining the Controlling Class
(and whether a Control Termination Event is continuing) and (y) determining the Voting Rights of the related Classes for
purposes of removal of the applicable Special Servicer or the Operating Advisor, Appraisal Reduction Amounts (with respect to
a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan or Trust Subordinate Companion Loan) will be allocated
to each Class of Principal Balance Certificates and the VRR Interest as described below in this Section 4.05(a). Following
receipt from the applicable Special Servicer, the Master Servicer shall notify the Certificate Administrator of the amount of
any Appraisal Reduction Amount with respect to each Mortgage Loan and Trust Subordinate Companion Loan (which notification may
be satisfied through delivery of such information included in the CREFC® Loan Periodic Update File or the CREFC®
Appraisal Reduction Amount Template included in the CREFC® Investor Reporting Package or such report mutually
agreed upon between the Master Servicer and the Certificate Administrator). Based on information in its possession, the Certificate
Administrator shall determine from time to time which Class of Certificates is the Controlling Class. The Certificate Administrator
shall provide notice of the identity of the Controlling Class as set forth in Section 3.23(l). With respect to any
Appraisal Reduction Amount calculated for purposes of determining the Controlling Class, the Appraised Value of the related Mortgaged
Property will be determined on an “as-is” basis.


 


As
of the first Determination Date following a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Trust Subordinate Companion
Loan becoming an AB Modified Loan, the applicable Special Servicer shall calculate whether a Collateral Deficiency Amount exists
with respect to such AB Modified Loan, taking into account the most recent Appraisal obtained by the applicable Special Servicer
with respect to such Mortgage Loan or Trust Subordinate Companion Loan, as applicable, and all other information relevant to a
Collateral Deficiency Amount determination. The Master Servicer shall provide (via electronic delivery) the applicable Special
Servicer with information in its possession that is reasonably required to determine, redetermine, calculate or recalculate any
Collateral Deficiency Amount for any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any Serviced Companion Loan
using reasonable efforts to deliver such information within four (4) Business Days of the applicable Special Servicer’s
reasonable request. Upon reasonable prior written request, the Master Servicer shall use reasonable efforts to assist the applicable
Special Servicer in obtaining information reasonably required to calculate or recalculate any Collateral Deficiency Amount with
respect to a Non-Serviced Mortgage Loan in the event that the applicable Special Servicer is unsuccessful in obtaining such information
from the related Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee. Upon obtaining knowledge
or receipt of notice by the applicable Special Servicer that a Non-Serviced Mortgage Loan has become an AB Modified Loan, the
applicable Special Servicer shall (i) promptly request from the related Non-Serviced Master Servicer, Non-Serviced Special Servicer
and Non-Serviced Trustee the most recent appraisal with respect to such AB Modified Loan, in addition to all other information
reasonably required by the applicable Special Servicer to calculate whether a Collateral Deficiency Amount exists with respect
to such AB Modified Loan, and (ii) as of the first Determination Date following receipt by the applicable Special Servicer of
the appraisal and any


 



    -389-


     


    

 


other information set forth in the immediately preceding clause (i) that the applicable Special Servicer
reasonably expects to receive, calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan,
taking into account the most recent appraisal obtained by the Non-Serviced Special Servicer with respect to such Non-Serviced
Mortgage Loan, and all other information relevant to a Collateral Deficiency Amount determination. Upon obtaining knowledge or
receipt of notice by any other party to this Agreement that a Non-Serviced Mortgage Loan has become an AB Modified Loan, such
party shall promptly notify the applicable Special Servicer thereof. None of the Master Servicer (with respect to Mortgage Loans
other than any Non-Serviced Mortgage Loan), the applicable Special Servicer (with respect to Non-Serviced Mortgage Loans), the
Trustee, the Operating Advisor or the Certificate Administrator shall calculate or verify any Collateral Deficiency Amount.


 


For
purposes of determining the Pooled Non-Reduced Interests, the Controlling Class, the occurrence of a Control Termination Event,
and the Voting Rights of the related Classes for purposes of removal of the General Special Servicer or the Operating Advisor,
Appraisal Reduction Amounts allocated to a Mortgage Loan shall be allocated as follows: (i) the Pooled Non-VRR Percentage
of any such Appraisal Reduction Amounts shall be allocated to the Pooled Principal Balance Certificates in reverse sequential
order to notionally reduce the Certificate Balance thereof until the related Certificate Balance of each such Class is reduced
to zero, and (ii) the Pooled VRR Percentage of the Appraisal Reduction Amounts shall be allocated to the Pooled VRR Interest,
pro rata based on their respective Pooled VRR Interest Balances. In addition, for purposes of determining the Controlling
Class and the occurrence of a Control Termination Event, the Pooled Non-VRR Percentage of any Collateral Deficiency Amounts allocated
to a Mortgage Loan that is an AB Modified Loan shall be allocated to each Class of Control Eligible Certificates in reverse sequential
order to notionally reduce the Certificate Balance thereof until the related Certificate Balance of each such Class is reduced
to zero (i.e., first, to the Class H Certificates, then, to the Class G Certificates, then, to the
Class F Certificates, and finally, to the Class E Certificates). For the avoidance of doubt, for purposes of
determining the Controlling Class and the occurrence of a Control Termination Event, any Class of Control Eligible Certificates
will be allocated the Pooled Non-VRR Percentage of both applicable Appraisal Reduction Amounts and applicable Collateral Deficiency
Amounts, as described in this paragraph.


 


For
purposes of determining the Non-Reduced Interests, the SOMA Teleco Office Controlling Class, the occurrence of a SOMA Teleco Office
Control Appraisal Period and the Voting Rights of the related Classes for purposes of removal of the applicable Special Servicer
or the Operating Advisor with respect to the SOMA Teleco Office Whole Loan, Appraisal Reduction Amounts allocated to the SOMA
Teleco Office Trust Subordinate Companion Loan shall be allocated as follows: (i) the SOMA Teleco Office Non-RR Percentage
of any such Appraisal Reduction Amounts shall be allocated to the SOMA Teleco Office Loan-Specific Non-VRR Certificates to notionally
reduce the Certificate Balance thereof until the related Certificate Balance of such Class is reduced to zero, and (ii) the
SOMA Teleco Office RR Percentage of any such Appraisal Reduction Amounts shall be allocated to the Class ST-VR Certificates.
In addition, for purposes of determining the SOMA Teleco Office Controlling Class and the occurrence of a SOMA Teleco Office Control
Appraisal Period, the SOMA Teleco Office Non-RR Percentage of any Collateral Deficiency Amounts allocated to the SOMA Teleco Office
Trust Subordinate Companion Loan that is an AB Modified Loan shall be allocated to the Class


 



    -390-


     


    

 


ST-A Certificates. For the avoidance
of doubt, for purposes of determining the SOMA Teleco Office Controlling Class and the occurrence of a SOMA Teleco Office Control
Appraisal Period, the Class ST-A Certificates will be allocated the SOMA Teleco Office Non-RR Percentage of both applicable Appraisal
Reduction Amounts and applicable Collateral Deficiency Amounts, as described in this paragraph.


 


For
purposes of determining the Non-Reduced Interests, the Amazon Seattle Controlling Class, the occurrence of an Amazon Seattle Control
Appraisal Period and the Voting Rights of the related Classes for purposes of removal of the applicable Special Servicer or the
Operating Advisor with respect to the Amazon Seattle Whole Loan, Appraisal Reduction Amounts allocated to the Amazon Seattle Trust
Subordinate Companion Loan shall be allocated to the Amazon Seattle Loan-Specific Certificates in reverse sequential order to
notionally reduce the Certificate Balance thereof until the related Certificate Balance of each such Class is reduced to zero,
and. In addition, for purposes of determining the Amazon Seattle Controlling Class and the occurrence of an Amazon Seattle Control
Appraisal Period, any Collateral Deficiency Amounts allocated to the Amazon Seattle Trust Subordinate Companion Loan that is an
AB Modified Loan shall be allocated to each Class of Amazon Seattle Control Eligible Certificates in reverse sequential order
to notionally reduce the Certificate Balance thereof until the related Certificate Balance of each such Class is reduced to zero
(i.e., first, to the Class 300P-RR Certificates, then, to the Class 300P-E Certificates, then, to
the Class 300P-D Certificates, then, to the Class 300P-C Certificates, then, to the Class 300P-B Certificates, then,
to the Class 300P-A Certificates).


 


The
Appraised Value of any applicable Mortgaged Property is required to be determined on an “as-is” basis for purposes
of determining all Appraisal Reduction Amounts. The applicable Special Servicer (including in the case of a Trust Subordinate
Companion Loan) shall promptly notify the Master Servicer and the Certificate Administrator of (i) any Appraisal Reduction Amount
and (ii) any Collateral Deficiency Amount and any resulting Cumulative Appraisal Reduction Amount (which notification shall be
satisfied through delivery of such information included in the CREFC® Loan Periodic Update File, as to the Appraisal
Reduction Amounts, and the CREFC® Appraisal Reduction Amount Template, as to the Collateral Deficiency Amount,
included in the CREFC® Investor Reporting Package, which shall be delivered simultaneously with the CREFC®
Loan Periodic Update File in accordance with Section 3.12(d)), and the Certificate Administrator shall promptly
post notice of such Appraisal Reduction Amount, Collateral Deficiency Amount and any resulting Cumulative Appraisal Reduction
Amount, as applicable, to the Certificate Administrator’s Website.


 


(b)              
(i)  The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates, the Class ST-A Certificates
or any Class of Amazon Seattle Control Eligible Certificates, that is determined at any time of determination to no longer be
the Controlling Class (any such Class, an “Appraised-Out Class”) as a result of an Appraisal Reduction
Amount or Collateral Deficiency Amount in respect of such Class shall have the right, at their sole expense, to require the applicable
Special Servicer to order (or, with respect to a Collateral Deficiency Amount calculation for a Non-Serviced Mortgage Loan, require
the Master Servicer to request from the applicable Non-Serviced Special Servicer) a second Appraisal with respect to any Mortgage
Loan or Serviced Whole Loan for which an Appraisal Reduction Event has occurred or as to which there exists a Collateral Deficiency
Amount (such Holders, the


 



    -391-


     


    

 


 “Requesting Holders”). With respect to any such Mortgage Loan (other than with respect
to a Non-Serviced Mortgage Loan) or Serviced Whole Loan, such Special Servicer shall use its reasonable efforts to cause such
second Appraisal to be (i) delivered within thirty (30) days from receipt of the Requesting Holders’ written request and
(ii) prepared on an “as-is” basis by an MAI appraiser (provided that such MAI appraiser may not be the
same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the applicable Special
Servicer to obtain an additional Appraisal). With respect to any such Non-Serviced Mortgage Loan, the Master Servicer shall use
commercially reasonable efforts to obtain such second appraisal from the applicable Non-Serviced Special Servicer.


 


(ii)         
Upon receipt of any supplemental Appraisal pursuant to clause (i) above, the Master Servicer (for Collateral Deficiency
Amounts on Non-Serviced Mortgage Loans), the applicable Non-Serviced Special Servicer (for Appraisal Reduction Amounts on Non-Serviced
Mortgage Loans to the extent provided for in the applicable Non-Serviced Pooling Agreement and applicable Co-Lender Agreement)
and the applicable Special Servicer (for Mortgage Loans other than Non-Serviced Mortgage Loans) shall determine, in accordance
with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal
Reduction Amount or the Collateral Deficiency Amount, as applicable, is warranted, and if so warranted, such Person shall recalculate
the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based on such supplemental Appraisal and (for Mortgage
Loans (other than Non-Serviced Mortgage Loans) or Serviced Whole Loans) receipt of information reasonably requested by the applicable
Special Servicer from the Master Servicer pursuant to Section 4.05(a) or Section 4.05(c). If required
by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class, the SOMA Teleco Office Controlling
Class or the Amazon Seattle Controlling Class, as applicable, and each other Appraised-Out Class shall, if applicable, have
its related Certificate Balance notionally restored to the extent required by such recalculation of the Appraisal Reduction Amount
or Collateral Deficiency Amount, if applicable. In addition, the Holders of Certificates representing the majority of the Certificate
Balance of any Appraised-Out Class shall have the right, at their sole expense, to require the applicable Special Servicer to
order an additional Appraisal of any Mortgage Loan or Serviced Whole Loan for which an Appraisal Reduction Event has occurred
or as to which there exists a Collateral Deficiency Amount if an event has occurred at or with regard to the related Mortgaged
Property or Mortgaged Properties that would have a material effect on its Appraised Value, and the applicable Special Servicer
shall use its reasonable efforts to cause such Appraisal to be (i) delivered within thirty (30) days from receipt of the Requesting
Holders’ written request and (ii) prepared on an “as-is” basis by an MAI appraiser; provided that the
applicable Special Servicer shall not be required to obtain such Appraisal if it determines in accordance with the Servicing Standard
that no events at or with regard to the related Mortgaged Property or Mortgaged Properties have occurred that would have a material
effect on the Appraised Value of the related Mortgaged Property or Mortgaged Properties. The Holders of an Appraised-Out Class
requesting any supplemental Appraisal pursuant to clause (i) above shall refrain from exercising any direction, control,
consent and/or similar rights of the Controlling Class, the SOMA Teleco Office Controlling Class or the Amazon Seattle Controlling
Class, until such time, if any, as the Class is reinstated as the Controlling Class, the SOMA


 



    -392-


     


    

 


Teleco Office Controlling Class
or the Amazon Seattle Controlling Class, (such period beginning upon receipt by the applicable Special Servicer of any request
to obtain a supplemental Appraisal pursuant to clause (i) above to but excluding the date on which either (A) such
Special Servicer determines that no recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount is warranted
or (B) such Special Servicer recalculates the Appraisal Reduction Amount or Collateral Deficiency Amount based on the supplemental
Appraisal, the “Appraisal Review Period”). The rights of the Controlling Class during each Appraisal Review
Period shall be exercised by the next most senior Control Eligible Certificates, if any. The rights of the SOMA Teleco Office
Controlling Class during each Appraisal Review Period shall be exercised by the Class ST-A Certificates, for so long as no SOMA
Teleco Office Control Appraisal Period is continuing. The rights of the Amazon Seattle Controlling Class during each Appraisal
Review Period shall be exercised by the next most senior Amazon Seattle Control Eligible Certificates, if any.


 


(c)         
With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and each Serviced Whole Loan as to which an Appraisal
Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Loan (for such purposes
taking into account any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced Whole Loan)),
the applicable Special Servicer shall (1) within thirty (30) days of the end each 9-month period following the related Appraisal
Reduction Event, and (2) upon its determination that the value of the related Mortgaged Property has materially changed,
notify the Master Servicer of the occurrence of such 9-month period or determination and order an Appraisal (which may be an update
of a prior Appraisal), the cost of which shall be paid by the Master Servicer as a Property Protection Advance or to the extent
it would be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal valuation, as applicable and, promptly following
receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal obtained in accordance with Section 4.05(b)
above), shall deliver a copy thereof to the Master Servicer, the Certificate Administrator, the Trustee, the Operating Advisor
and ((i) prior to the occurrence of any Consultation Termination Event and (ii) other than with respect to any applicable Excluded
Loan) the Directing Holder. Based upon such Appraisal or internal valuation (or any Appraisal obtained in accordance with Section 4.05(b)
above) and (for Mortgage Loans (other than Non-Serviced Mortgage Loans) or Serviced Whole Loans) receipt of information reasonably
requested by the applicable Special Servicer from the Master Servicer necessary to calculate the Appraisal Reduction Amount that
is either in the Master Servicer’s possession or reasonably obtainable by the Master Servicer, such Special Servicer shall
determine or redetermine, as applicable, and report to the Master Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor and ((i) prior to the occurrence of any Consultation Termination Event and (ii) other than with respect to any applicable
Excluded Loan) the Directing Holder, the amount and calculation or recalculation of the Appraisal Reduction Amount with respect
to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable, and such report shall be delivered in the CREFC®
Appraisal Reduction Amount Template format; provided, however, that the applicable Special Servicer shall
not be liable for failure to comply with such duties insofar as such failure results from a failure of the Master Servicer to
provide sufficient information to such Special Servicer to comply with such duties or failure by the Master Servicer to otherwise
comply with its obligations hereunder. Such report shall also be forwarded by the Master Servicer (or such


 



    -393-


     


    

 


Special Servicer if
the related Mortgage Loan is a Specially Serviced Mortgage Loan), to the extent the related Serviced Companion Loan has been included
in an Other Securitization, to the Other Servicer of such Other Securitization into which the related Serviced Companion Loan
has been sold, or to the holder of any related Serviced Companion Loan by the Master Servicer (or the Special Servicer if the
related Mortgage Loan is a Specially Serviced Mortgage Loan). If the applicable Special Servicer is required to redetermine the
Appraisal Reduction Amount, such redetermined Appraisal Reduction Amount shall replace the prior Appraisal Reduction Amount with
respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable. Prior to the occurrence of a Consultation
Termination Event and other than with respect to any applicable Excluded Loan, the applicable Special Servicer shall consult with
the Directing Holder with respect to any Appraisal, valuation or downward adjustment in connection with an Appraisal Reduction
Amount. Notwithstanding the foregoing but subject to Section 4.05(b), the applicable Special Servicer will not be
required to obtain an Appraisal or conduct an internal valuation, as applicable, with respect to a Mortgage Loan or related Companion
Loan or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred to the extent the applicable Special Servicer
has obtained an Appraisal or conducted such a valuation (in accordance with requirements of this Agreement), as applicable, with
respect to the related Mortgaged Property within the nine-month period immediately prior to the occurrence of such Appraisal
Reduction Event. Instead, the applicable Special Servicer may use such prior Appraisal or valuation, as applicable, in calculating
any Appraisal Reduction Amount with respect to such Mortgage Loan or related Companion Loan or Serviced Whole Loan; provided
that the applicable Special Servicer has no knowledge of any material change to the related Mortgaged Property having occurred
and affecting the validity of such Appraisal or valuation.


 


The
Master Servicer shall deliver electronically to the applicable Special Servicer any information in its possession that is reasonably
required to determine, calculate, redetermine or recalculate any Appraisal Reduction Amount, using reasonable efforts to deliver
such information, within four (4) Business Days following the applicable Special Servicer’s reasonable request therefor;
provided, the applicable Special Servicer’s failure to timely make such request shall not relieve the Master Servicer
of its obligation to use reasonable efforts to provide such information to the applicable Special Servicer within four (4) Business
Days following the applicable Special Servicer’s reasonable request.


 


(d)             
Any Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole Loan,
as applicable, previously subject to an Appraisal Reduction Amount, has become a Corrected Loan (for such purposes taking into
account any amendment or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan,
as applicable), and with respect to which no other Appraisal Reduction Event is continuing, such Mortgage Loan or Serviced Whole
Loan will no longer be subject to an Appraisal Reduction Amount and the related Appraisal Reduction Event shall cease to exist.
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.


 


(e)             
Each Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction Amount with
respect to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount


 



    -394-


     


    

 


 in respect
of a Serviced AB Whole Loan will be allocated in accordance with the related Co-Lender Agreement or, if no allocation is specified
in the related Co-Lender Agreement, then, first, to the related AB Subordinate Companion Loan (until its principal balance is
notionally reduced to zero by such Appraisal Reduction Amounts) and second, pro rata to the related AB Mortgage Loan and
any related Pari Passu Companion Loan. Any Appraisal Reduction Amount in respect of any Serviced Pari Passu Whole Loan will be
allocated in accordance with the related Co-Lender Agreement or, if no allocation is specified in the related Co-Lender Agreement,
then, pro rata, between the related Serviced Pari Passu Mortgage Loan and the related Serviced Pari Passu Companion Loan,
based upon their respective Stated Principal Balances.


 


Section 4.06         
Grantor Trust Reporting. (a)  The parties intend that the
portion of the Trust Fund constituting the Grantor Trust, shall constitute, and that the affairs of the Grantor Trust shall be
conducted so as to qualify such portion as, a “grantor trust” under subpart E, part I of subchapter J of
the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, neither
the Trustee nor the Certificate Administrator shall have the power to vary the investment of the Holders of the Class S Certificates
or the Pooled VRR Interest Owners in the Grantor Trust so as to improve their rate of return. The Certificate Administrator shall
prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute and timely return to
the Certificate Administrator) and timely file all Tax Returns in respect of the Grantor Trust. In addition, the Certificate Administrator
shall (A) file, or cause to be filed, Internal Revenue Service Form 1099, Form 1041 or such other form as may be
applicable with the Internal Revenue Service with copies of the statements in the following clause, and (B) furnish, or cause
to be furnished, to the Holders of the Class S Certificates or the Pooled VRR Interest Owners, their allocable share of income
and expense with respect to Class S Certificates or the Pooled VRR Interest, as applicable, the Excess Interest and the Excess
Interest Distribution Account, in the time or times and in the manner required by the Code.


 


(b)            
The Grantor Trust will not be treated as a WHFIT that is a WHMT so long as the Class S Certificates, Class R Certificates and
Class RR Certificates are not treated as held through a “middleman” for federal income tax purposes. If the Grantor
Trust is treated as a WHFIT that is a WHMT, the Certificate Administrator shall report as required under the WHFIT Regulations
to the extent such information as is reasonably necessary to enable the Certificate Administrator to do so is provided to the
Certificate Administrator on a timely basis. The Certificate Administrator is hereby directed to assume that DTC, “Embassy
& Co.” and “Hare & Co.” are the only “middleman” as defined by the WHFIT Regulations unless
the Depositor provides the Certificate Administrator with the identities of other “middlemen” that are Certificateholders.
The Certificate Administrator shall be entitled to rely on the first sentence of this paragraph, and shall be entitled to indemnification
in accordance with the terms of this Agreement in the event that the IRS makes a determination that the first sentence of this
paragraph notice is incorrect.


 


(c)             
The Certificate Administrator shall report required WHFIT information using the accrual method, except to the extent the WHFIT
Regulations specifically require a different method. The Certificate Administrator shall be under no obligation to determine whether
any Certificateholder uses the cash or accrual method. The Certificate Administrator


 



    -395-


     


    

 


shall make available (via its website) WHFIT
information to Certificateholders annually. In addition, the Certificate Administrator shall not be responsible or liable for
providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder.


 


(d)              
The Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor
for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to
the Certificate Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator.
Each Holder of a Class S Certificate and a Class RR Certificate, by acceptance of its interest in such Class of securities,
will be deemed to have agreed to provide the Certificate Administrator with information regarding any sale of such securities,
including the price, amount of proceeds and date of sale. Absent receipt of information regarding any sale of a Class S Certificate
or a Class RR Certificate, including the price, amount of proceeds and date of sale from the beneficial owner thereof or
the Depositor, the Certificate Administrator shall assume there is no secondary market trading of WHFIT interests.


 


Section 4.07         
Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool. (a)  The
Certificate Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor Q&A
Forum” shall be a service available on the Certificate Administrator’s Website, where (i) Certificateholders,
the Pooled RR Interest Owner and beneficial owners of Certificates that are Privileged Persons may submit questions to (A) the
Certificate Administrator relating to the Distribution Date Statement, (B) the Master Servicer or the applicable Special
Servicer, as the case may be, relating to the reports being made available pursuant to Section 3.13(b), the Mortgage
Loans (excluding any Non-Serviced Mortgage Loan), the Trust Subordinate Companion Loans or the related Mortgaged Properties or
(C) the Operating Advisor relating to the Operating Advisor Annual Report or other reports prepared by the Operating Advisor
or actions by the applicable Special Servicer referenced in any Operating Advisor Annual Report (each, an “Inquiry”),
and (ii) Privileged Persons may view Inquiries that have been previously submitted and answered, together with the answers
thereto. Upon receipt of an Inquiry for the Master Servicer, the applicable Special Servicer, Certificate Administrator or the
Operating Advisor, as applicable, and in the case of any Inquiry relating to a Non-Serviced Mortgage Loan, to the related Non-Serviced
Master Servicer or related Non-Serviced Special Servicer, as applicable, the Certificate Administrator shall forward the Inquiry
to the appropriate Person (in the case of the Master Servicer to the following: AskMidland@Midlandls.com), in each case
within a commercially reasonable period of time following receipt thereof. Following receipt of an Inquiry, the Master Servicer,
the applicable Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable, unless such party determines
not to answer such Inquiry as provided below, shall reply to the Inquiry, which reply of the Master Servicer, such Special Servicer
or the Operating Advisor, as applicable, shall be delivered to the Certificate Administrator by electronic mail. In the case of
an Inquiry relating to a Non-Serviced Mortgage Loan, the Certificate Administrator shall make reasonable efforts to obtain an
answer from the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as applicable; provided that
the Certificate Administrator shall not be responsible for the content of such answer or any delay or failure to obtain such answer.
The Certificate Administrator shall post (within a commercially reasonable period of time following preparation or receipt of
such answer, as the case may be) such Inquiry


 



    -396-


     


    

 


and the related answer to the Certificate Administrator’s Website. If the
Certificate Administrator, the Master Servicer, the applicable Special Servicer or the Operating Advisor determines, in its respective
sole discretion, that (i) any Inquiry is beyond the scope of the topics described above, (ii) answering any Inquiry
would not be in the best interests of the Trust and/or the Certificateholders and/or the Pooled RR Interest Owner, (iii) answering
any Inquiry would be in violation of applicable law, the applicable Mortgage Loan documents or this Agreement, (iv) answering
any Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Master Servicer,
the applicable Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable, (v) answering any
Inquiry would require the disclosure of Privileged Information (subject to the Privileged Information Exception), or (vi) answering
any Inquiry is otherwise, for any reason, not advisable, it shall not be required to answer such Inquiry and, in the case of the
Master Servicer, the applicable Special Servicer or the Operating Advisor, shall promptly notify the Certificate Administrator
of such determination. In addition, no party shall post or otherwise disclose any direct communications with the Directing Holder
or a Risk Retention Consultation Party (in its capacity as Risk Retention Consultation Party) as part of its response to any Inquiries.
The Certificate Administrator shall notify the Person who submitted such Inquiry in the event that the Inquiry will not be answered.
Any notice by the Certificate Administrator to the Person who submitted an Inquiry that will not be answered shall include the
following statement: “Because the Pooling and Servicing Agreement provides that the Master Servicer, a Special Servicer,
the Certificate Administrator and the Operating Advisor shall not answer an Inquiry if it determines, in its respective sole discretion,
that (i) any Inquiry is beyond the scope of the topics described in the Pooling and Servicing Agreement, (ii) answering
any Inquiry would not be in the best interests of the Trust and/or the Certificateholders and the Pooled RR Interest Owner, (iii) answering
any Inquiry would be in violation of applicable law or the applicable Mortgage Loan documents, (iv) answering any Inquiry
would materially increase the duties of, or result in significant additional costs or expenses to the Trustee, the Master Servicer,
a Special Servicer, the Certificate Administrator or Operating Advisor, as applicable, (v) answering any Inquiry would require
the disclosure of Privileged Information, or (vi) answering any Inquiry is otherwise, for any reason, not advisable, no inference
should or may be drawn from the fact that the Master Servicer, the applicable Special Servicer, the Certificate Administrator
or the Operating Advisor has declined to answer the Inquiry.” Answers posted on the Investor Q&A Forum will be attributable
only to the respondent, and shall not be deemed to be answers from any of the Depositor, the Underwriters or any of their respective
Affiliates. None of the Underwriters, Depositor, the Master Servicer, the Special Servicers, the Certificate Administrator, the
Trustee or the Operating Advisor or any of their respective Affiliates will certify to any of the information posted in the Investor
Q&A Forum and no such party shall have any responsibility or liability for the content of any such information. The Certificate
Administrator shall not be required to post to the Certificate Administrator’s Website any Inquiry or answer thereto that
the Certificate Administrator determines, in its sole discretion, is administrative or ministerial in nature. The Investor Q&A
Forum will not reflect questions, answers and other communications that are not submitted via the Certificate Administrator’s
Website. Notwithstanding the foregoing, the Operating Advisor shall not be required to respond to any Inquiries from Certificateholders
or the Pooled RR Interest Owner for which its response would require the Operating Advisor to provide information to such inquiring
Certificateholders or the Pooled RR Interest Owner that they are otherwise not entitled to receive under the terms of this Agreement.


 






    -397-


     


    

 


(b)              
The Certificate Administrator shall make available to any Certificateholder, the Pooled RR Interest Owner and any Certificate
Owner that is a Privileged Person, the Investor Registry. The “Investor Registry” shall be a voluntary service
available on the Certificate Administrator’s Website, where Certificateholders, the Pooled RR Interest Owner and Certificate
Owners that are Privileged Persons can register and thereafter obtain information with respect to any other Certificateholder,
an Pooled RR Interest Owner or Certificate Owner that has so registered. Any person registering to use the Investor Registry will
be required to certify that (a) it is a Certificateholder, a Pooled RR Interest Owner or a Certificate Owner and a Privileged
Person and (b) it grants authorization to the Certificate Administrator to make its name and contact information available on
the Investor Registry for at least forty-five (45) days from the date of such certification to Persons entitled to access
to the Investor Registry. Such Person shall then be asked to enter certain mandatory fields such as the individual’s name,
the company name and e-mail address, as well as certain optional fields such as address, phone, and Class(es) of Certificates
owned. If any Certificateholder, the Pooled RR Interest Owner or Certificate Owner notifies the Certificate Administrator that
it wishes to be removed from the Investor Registry (which notice may not be within forty-five (45) days of its registration),
the Certificate Administrator shall promptly remove it from the Investor Registry. The Certificate Administrator will not be responsible
for verifying or validating any information submitted on the Investor Registry, or for monitoring or otherwise maintaining the
accuracy of any information thereon. The Certificate Administrator may require acceptance of a waiver and disclaimer for access
to the Investor Registry.


 


(c)         
The 17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request
Tool. The “Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5
Information Provider’s Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to
any Distribution Date Statements, or submit questions to the Master Servicer or the applicable Special Servicer, as the case may
be, relating to the reports prepared by such parties (each such submission, a “Rating Agency Inquiry”), and
(ii) view Rating Agency Inquiries that have been previously submitted and answered, together with the responses thereto.
In addition, NRSROs may use the forum to submit requests (each such submission also, a “Rating Agency Inquiry”)
to the Master Servicer for loan-level reports and other related information. Upon receipt of a Rating Agency Inquiry for the
Master Servicer or the applicable Special Servicer, the 17g-5 Information Provider shall forward the Rating Agency Inquiry
to the appropriate Person (in the case of the Master Servicer to the following: AskMidland@Midlandls.com),
in each case within a commercially reasonable period of time following receipt thereof. Following receipt of a Rating Agency Inquiry
from the 17g-5 Information Provider, the Master Servicer or the applicable Special Servicer, as the case may be, unless it
determines not to answer such Rating Agency Inquiry as provided below, shall reply by e-mail to the Certificate Administrator.
The 17g-5 Information Provider shall post (within a commercially reasonable period of time following receipt of such response)
such Rating Agency Inquiry with the related response thereto (or such reports, as applicable) to the Rating Agency Q&A Forum
and Document Request Tool. Any reports posted by the 17g-5 Information Provider in response to a Rating Agency Inquiry may
be posted on a separate website or web page accessible by a link on the 17g-5 Information Provider’s Website. If the
Certificate Administrator, the Master Servicer or the applicable Special Servicer determines, in its respective sole discretion,
that (i) answering any Rating Agency Inquiry would be in violation of applicable law, the Servicing Standard, this Agreement


 



    -398-


     


    

 



or any Mortgage Loan documents, (ii) answering any Rating Agency Inquiry would or is reasonably expected to result in a waiver
of an attorney-client privilege with, or the disclosure of attorney work product, or (iii) (A) answering any Rating
Agency Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Certificate
Administrator, the Master Servicer or such Special Servicer, as applicable, and (B) the Certificate Administrator, the Master
Servicer or such Special Servicer, as applicable, determines in accordance with the Servicing Standard (or in good faith, in the
case of the Certificate Administrator) that the performance of such duties or the payment of such costs and expenses is beyond
the scope of its duties in its capacity as Certificate Administrator, Master Servicer or the applicable Special Servicer, as applicable,
under this Agreement, it shall not be required to answer such Rating Agency Inquiry and shall promptly notify the 17g-5 Information
Provider by e-mail of such determination. The 17g-5 Information Provider shall promptly thereafter post the Rating Agency
Inquiry with the reason it was not answered to the Rating Agency Q&A Forum and Document Request Tool. The 17g-5 Information
Provider will not be liable for the failure by any other such Person to so answer. Questions posted on the Rating Agency Q&A
Forum and Document Request Tool shall not be attributed to the submitting NRSRO. Answers posted on the Rating Agency Q&A Forum
and Document Request Tool will be attributable only to the respondent, and shall not be deemed to be answers from any other person.
None of the Underwriters, the Depositor, or any of their respective Affiliates will certify to any of the information posted in
the Rating Agency Q&A Forum and Document Request Tool and no such party shall have any responsibility or liability for the
content of any such information. The 17g-5 Information Provider shall not be required to post to the 17g-5 Information
Provider’s Website any Rating Agency Inquiry or answer thereto that the 17g-5 Information Provider determines, in its
sole discretion, is administrative or ministerial in nature. The Rating Agency Q&A Forum and Document Request Tool will not
reflect questions, answers and other communications that are not submitted via the 17g-5 Information Provider’s Website.


 


Section 4.08         
Secure Data Room. (a)  The Certificate Administrator shall
create a Secure Data Room and the Depositor shall, upon the receipt of each Mortgage Loan Seller’s Diligence File Certification
and within one hundred twenty (120) days following the Closing Date, deliver to the Certificate Administrator an electronic copy
of the Diligence Files for the Mortgage Loans that have been uploaded by the Mortgage Loan Sellers to the Intralinks Site. Upon
receipt thereof, the Certificate Administrator shall promptly upload the contents of each Diligence File actually received by
it to the Secure Data Room. Access to the Secure Data Room shall be granted by the Certificate Administrator to (i) the Asset
Representations Reviewer and (ii) any other Person at the direction of the Depositor, in each case, upon the occurrence of
an Affirmative Asset Review Vote and receipt by the Certificate Administrator of a certification substantially in the form of
Exhibit QQ hereto (which shall be sent via e-mail to trustadministrationgroup@wellsfargo.com
or submitted electronically via the Certificate Administrator’s website). In no case whatsoever shall Certificateholders
be permitted to access the Secure Data Room. For the avoidance of doubt, the Certificate Administrator shall be under no obligation
to post any documents or information to the Secure Data Room other than the contents of the Diligence Files initially delivered
to it by the Depositor.


 


(b)              
The Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether
the type, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates
to the


 



    -399-


     


    

 


transaction or confirm that all documents and information constituting any Diligence File have actually been delivered
to the Certificate Administrator. In no case shall the Certificate Administrator be deemed to have obtained actual or constructive
knowledge of the contents of, or information contained in, any Diligence File by virtue of posting such Diligence File to the
Secure Data Room. In the event that any document or information is posted in error, the Certificate Administrator may remove such
document or information from the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical
or electronic copies of any document or information provided to it for posting to the Secure Data Room. The Certificate Administrator
shall not be responsible or held liable for any other Person’s use or dissemination of the documents or information contained
on the Secure Data Room; provided that such event or occurrence is not also a result of its own negligence, bad faith or
willful misconduct. The Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan
basis and any Person with access to the Secure Data Room shall covenant to access only the information necessary to perform its
duties and responsibilities under this Agreement.


 


(c)         
Upon the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator
shall transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the
Depositor and all costs and expenses associated with the transfer of the Diligence Files shall be payable as part of the costs
and expenses associated with the transfer of its responsibilities upon the resignation or removal of the Certificate Administrator
pursuant to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated, repurchased or
otherwise removed from the Trust or the applicable Special Servicer may direct the Certificate Administrator in writing to delete
the Diligence File related to such Mortgage Loan from the Secure Data Room; provided that absent such direction, the Certificate
Administrator shall not be obligated to delete any Diligence File from the Secure Data Room. Following the termination of the
Trust pursuant to Section 9.01, the Certificate Administrator shall be permitted to delete all files from the Secure
Data Room. Upon deletion, in no event shall the Certificate Administrator be obligated to reproduce or retrieve such deleted files.


 


ARTICLE
V



THE CERTIFICATES


 


Section 5.01         
The Certificates. (a)  The Certificates will be substantially
in the respective forms annexed hereto as Exhibit A-1 through and including Exhibit A-31, with such appropriate
insertions, omissions, substitutions and other variations as are required or permitted by this Agreement or as may, in the reasonable
judgment of the Certificate Registrar, be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable
laws, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may
be required by law, or as may, consistently herewith, be determined by the officers executing such Certificates, as evidenced
by their execution thereof. The Class X Certificates will be issuable only in minimum Denominations of authorized initial
Notional Amount of not less than $1,000,000 and in integral multiples of $1.00 in excess of $1,000,000. The Offered Certificates
(other than the Class X-A Certificates and Class X-B


 



    -400-


     


    

 


Certificates) will be issuable only in minimum Denominations of
authorized initial Certificate Balance of not less than $10,000, and in integral multiples of $1.00 in excess thereof. The Non-Registered
Certificates (other than the Class X-D, Class X-F, Class X-G, Class X-H, Class S and the Class R Certificates)
will be issuable in minimum Denominations of authorized initial Certificate Balance of not less than $100,000, and in integral
multiples of $1.00 in excess thereof; provided that the Class RR Certificates retained by CREFI and the Class ST-VR Certificates
retained by DBNY will be issuable in fractions of $1.00 in order to satisfy the Risk Retention Rule percentage requirements. If
the Original Certificate Balance or initial Notional Amount, as applicable, of any Class does not equal an integral multiple of
$1.00, then a single additional Certificate of such Class may be issued in a minimum denomination of authorized initial Certificate
Balance or initial Notional Amount, as applicable, that includes the excess of (i) the Original Certificate Balance or initial
Notional Amount, as applicable, of such Class over (ii) the largest integral multiple of $1.00 that does not exceed such
amount. The Class R Certificates shall be issued, maintained and transferred in minimum Percentage Interests of 10% of such
Class R Certificates and in integral multiples of 1% in excess thereof. The Class S Certificates shall be issued, maintained
and transferred in minimum Percentage Interests of 10% of such Class S Certificates and in integral multiples of 1% in excess
thereof.


 


(b)              
One authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized
signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the
Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the
Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature
shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


(c)         
Until the expiration of the applicable Transfer Restriction Period, each Retained Certificate shall only be held as Definitive
Certificates in the Third Party Purchaser Safekeeping Account (in the case of the Class 300P-RR Certificates) and in the Retained
Interest Safekeeping Account (in the case of the Class RR Certificates and the Class ST-VR Certificates) by the Certificate Administrator
(and the Holders of the Retained Certificates shall be registered on the Certificate Register), unless otherwise consented to
by the applicable Retaining Sponsor. The Certificate Administrator shall hold the Retained Certificates in safekeeping and shall
release the same only upon receipt of written instructions of the termination of the applicable Transfer Restriction Period or
of the Holder of such Retained Certificates’ intent to Transfer pursuant to Section 5.03(p), in each case in
accordance with this Agreement, from the Holder of the applicable Retained Certificates and the applicable Retaining Sponsor’s
consent (subject to Section 5.01(d)), and in accordance with any authentication procedures as may be utilized by the
Certificate Administrator. There shall be, and hereby is, established by the Certificate Administrator an account which will be
designated the “Third Party Purchaser Safekeeping Account” and in which the Class 300P-RR Certificates shall be held
and which shall be governed by and subject to this Agreement. In addition, there shall be, and hereby is, established by the Certificate
Administrator an account which will be designated the “Retained Interest Safekeeping Account” and into which the Class RR
Certificates and the Class ST-VR Certificates shall be held and which shall be governed by and subject to this Agreement.
In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Third
Party Purchaser Safekeeping Account for the Holder of the Class 300P


 



    -401-


     


    

 


-RR Certificates or to the Retained Interest Safekeeping Account
for the Holders of the Class RR Certificates and the Class ST-VR Certificates. The Retained Certificates to be delivered
in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the Retained
Certificates shall be remitted to the Third Party Purchaser Safekeeping Account or the Retained Interest Safekeeping Account,
but shall be remitted directly to the Holder of the applicable Retained Certificates in accordance with written instructions (which
shall be in the form of Exhibit C to this Agreement) provided separately by the Holder of the applicable Retained
Certificates to the Certificate Administrator. Under no circumstances by virtue of safekeeping the Retained Certificates shall
the Certificate Administrator (i) be obligated to bring legal action or institute proceedings against any person on behalf of
a Holder of Retained Certificates or (ii) have any obligation to monitor, supervise or enforce the performance of any party under
the Credit Risk Retention Compliance Agreements. The Certificate Administrator shall be entitled to conclusively rely with no
obligation to verify, confirm or otherwise monitor the accuracy of any information included in any written instructions provided
in connection with this Third Party Purchaser Safekeeping Account or this Retained Interest Safekeeping Account and shall have
no liability in connection therewith, other than with respect to the Certificate Administrator’s obligation to obtain the
applicable Retaining Sponsor’s consent prior to any release of the Retained Certificates. The Certificate Administrator
shall hold the Definitive Certificates representing the Retained Certificates at the below location, or any other location; provided
the Certificate Administrator has given notice to the Holders of the applicable Retained Certificates of such new location:


 


Wells
Fargo Bank, National Association

Attention: Security Control and Transfer (SCAT)

MAC: N9345-010

425 E. Hennepin Avenue

Minneapolis, Minnesota 55414


 


On
the Closing Date, the Certificate Administrator shall deliver (i) written confirmation to the Depositor, the Pooled Retaining
Sponsor and CREFI substantially in the form of Exhibit UU evidencing its receipt of the Class RR Certificates, (iii) written
confirmation to the Depositor and the Loan-Specific Retaining Sponsor substantially in the form of Exhibit UU evidencing
its receipt of the Class ST-VR Certificates and (iii) the Depositor, the Amazon Seattle Loan-Specific Retaining Sponsor and
the Amazon Seattle Retaining Third-Party Purchaser substantially in the form of Exhibit SS to this Agreement evidencing
its receipt of the Class 300P-RR Certificates.


 


The
Certificate Administrator shall make available to each Holder of the Retained Certificates a statement of Third Party Purchaser
Safekeeping Account or a statement of Retained Interest Safekeeping Account, as applicable, as mutually agreed upon by the Certificate
Administrator and the Holder of the applicable Retained Certificates, and in accordance with the Certificate Administrator’s
policies and procedures. Any transfer of the Retained Certificates shall be subject to ARTICLE V of this Agreement.


 


(d)              
In the event a Holder of Retained Certificates seeks to cause the release of any Retained Certificates from the Third Party Purchaser
Safekeeping Account or the Retained Interest Safekeeping Account, as applicable, the Holder of such Retained Certificates shall


 



    -402-


     


    

 



deliver to the Certificate Administrator (i) a written request for such release in connection with a Transfer pursuant to Section 5.03(p)
or in connection with the termination of the applicable Transfer Restriction Period and (ii) a written request for the
applicable Retaining Sponsor’s consent to such release substantially in the form attached hereto as Exhibit D-7.
Promptly upon receipt of such request for the applicable Retaining Sponsor’s consent, the Certificate Administrator shall
forward such request to such Retaining Sponsor, the Depositor and counsel via electronic mail to the addresses listed on such
form (or such other method and/or address(es) as may hereafter be furnished by such Retaining Sponsor to the Certificate Administrator
in writing). The Certificate Administrator may not consent to, or otherwise permit, any such release without obtaining the applicable
Retaining Sponsor’s countersigned request for consent; provided that if the applicable Retaining Sponsor fails to
respond (which response, for the avoidance of doubt, may include an acknowledgement of such request) in writing to the Certificate
Administrator within ten (10) Business Days after the applicable Retaining Sponsor’s receipt of any such written request
for the applicable Retaining Sponsor’s consent, such release will be deemed to have been approved by the applicable Retaining
Sponsor; provided, further, that such deemed consent shall not apply in connection with a determination of whether
the applicable Transfer Restriction Period has ended. Notwithstanding the foregoing, if the release of any Retained Certificates
pursuant to this Section 5.01(d) occurs in connection with the termination of the Risk Retention Rule and the Amazon
Seattle Retaining Third-Party Purchaser or the Holder of the Retained Certificates desires to exchange its Retained Certificates
for Book-Entry Certificates, such party must also comply with the Transfer provisions in Section 5.03(g) and obtain
the consent of the applicable Retaining Sponsor pursuant to this Section 5.01(d). Upon the release of such Retained
Certificates from the Third Party Purchaser Safekeeping Account or the Retained Interest Safekeeping Account, as applicable, the
Certificate Administrator’s obligations with respect thereto shall cease and terminate and the Certificate Administrator
shall be released therefrom. The Certificate Administrator shall be indemnified and held harmless for any release in connection
with the preceding, in accordance with the terms set forth in Section 8.03.


 


Section 5.02         
Form and Registration. No Transfer of any Non-Registered Certificate shall be made unless that Transfer is made pursuant
to an effective registration statement under the Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such registration or qualification. If a Transfer (other
than one by the Depositor to an Affiliate thereof or by the Amazon Seattle Loan-Specific Initial Purchasers to CPPIB Credit Structured
North America III, Inc.) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities
laws, then either:


 


(a)         
Each Class of the Non-Registered Certificates (other than the Class S and Class R Certificates and the Retained
Certificates) sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S
under the Act shall initially be represented by a temporary Book-Entry Certificate in definitive, fully registered form without
interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S
Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered
Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository,
and registered in the name of the Depository or the nominee of the Depository for the account of designated


 



    -403-


     


    

 


agents holding on
behalf of Euroclear and/or Clearstream. Prior to the expiration of the Restricted Period, beneficial interests in each Temporary
Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted
Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in
the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with
the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial
interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar
by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the
Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate
shall not be made to the Holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S
Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary
Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased
or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter
provided.


 


On
the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate
Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held
by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Wells Fargo Bank,
National Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf,
in the authentication and delivery of the Certificates in connection with Transfers and exchanges as herein provided. If Wells
Fargo Bank, National Association is removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be
terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating
agent, which may be the Trustee or an Affiliate thereof.


 


(b)              
Certificates of each Class of Non-Registered Certificates (other than the Class S and Class R Certificates and the
Retained Certificates) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A shall be represented by
Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate
Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate
Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments
made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided. The Loan-Specific
Certificates may only be offered and sold to Qualified Institutional Buyers in reliance on Rule 144A.


 


(c)             
Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional
Accredited Investors that are not Qualified Institutional Buyers and the Retained Certificates (until the expiration of the applicable
Transfer Restriction Period) (the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates,
substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or
their nominees by the Certificate Registrar who shall deliver the Certificates for such Non-Book Entry Certificates to the
respective beneficial owners


 



    -404-


     


    

 


or owners. The Loan-Specific Certificates shall not be offered, sold or transferred to investors
that are Institutional Accredited Investors who are not also Qualified Institutional Buyers. For the avoidance of doubt, the Class R
Certificates and Class S Certificates shall only be in the form of Definitive Certificates.


 


(d)              
Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery
of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository
is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates
of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified
successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any
judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection
with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of
such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be
issued to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any
of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in
the form of Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and
receipt from the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such
Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry
Certificate, the same legends regarding Transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate
Registrar shall recognize the Holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until
Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial Ownership Interests in such
Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants,
and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions
received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s
procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders
of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the
registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants
in accordance with the Depository’s procedures.


 


Section 5.03         
Registration of Transfer and Exchange of Certificates. (a)  The
Certificate Administrator shall keep or cause to be kept at the Corporate Trust Office books (the “Certificate Register”)
in which, subject to such reasonable regulations as it may prescribe, the Certificate Administrator shall provide for the registration
of Certificates and of Transfers and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity,
being the “Certificate Registrar”). In such capacities, the Certificate Administrator shall be responsible for, among
other things, (i) maintaining the Certificate Register and a record of the aggregate holdings of Certificates of each Class
of Non-Registered Certificates represented by a Temporary Regulation S Book-Entry Certificate, a Regulation S
Book-Entry Certificate and a Rule 144A Book-Entry Certificate and accepting Certificates for exchange and registration
of


 



    -405-


     


    

 


Transfer and (ii) transmitting to the Depositor, the Master Servicer and the applicable Special Servicer any notices from
the Certificateholders.


 


(b)              
Subject to the restrictions on Transfer set forth in this ARTICLE V, upon surrender for registration of Transfer of any
Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated Transferee or Transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)             
Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a Holder of a beneficial
interest in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository
wishes at any time during the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for
an interest in the Temporary Regulation S Book-Entry Certificate of the same Class, or to Transfer its interest in such
Rule 144A Book-Entry Certificate to a Person who is required to take delivery thereof in the form of an interest in the
Temporary Regulation S Book-Entry Certificate of the same Class, such Holder may, subject to the rules and procedures
of the Depository, exchange or cause the exchange of such interest for an equivalent beneficial interest in such Temporary Regulation S
Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07
hereof, of (1) instructions given in accordance with the Depository’s procedures from a Depository Participant
directing the Certificate Registrar to credit, or cause to be credited, a beneficial interest in the Temporary Regulation S
Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry Certificate to be
exchanged, (2) a written order given in accordance with the Depository’s procedures containing information regarding
the Euroclear or Clearstream account to be credited with such increase and the name of such account and (3) a certificate
in the form of Exhibit I hereto given by the Holder of such beneficial interest stating that the Transfer of such
interest has been made in compliance with the Transfer restrictions applicable to the Book-Entry Certificates and pursuant
to and in accordance with Regulation S, then the Certificate Registrar shall instruct the Depository to reduce, or cause
to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased,
the Certificate Balance of the Temporary Regulation S Book-Entry Certificate by the aggregate Certificate Balance of
the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited to
the account of the Person specified in such instructions (who shall be the agent member of Euroclear or Clearstream, or both)
a beneficial interest in the Temporary Regulation S Book-Entry Certificate equal to the reduction in the Certificate
Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from the account of the Person
making such exchange or Transfer the beneficial interest in the Rule 144A Book-Entry Certificate that is being exchanged
or transferred.


 


(d)             
Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a Holder of a beneficial
interest in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository
wishes at any time following the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate
for an interest in the Regulation S Book-Entry Certificate of the same Class, or to Transfer its interest in such Rule 144A
Book-Entry Certificate to a Person who is required to take delivery thereof in the form of an interest in a Regulation S
Book-Entry Certificate, such Holder may, subject to the rules and procedures of the Depository, exchange, or cause the exchange
of, such interest for an


 



    -406-


     


    

 


equivalent beneficial interest in such Regulation S Book-Entry Certificate. Upon receipt by
the Certificate Registrar, as registrar, at its office designated in Section 5.07 hereof, of (1) instructions
given in accordance with the Depository’s procedures from a Depository Participant directing the Certificate Registrar to
credit or cause to be credited a beneficial interest in the Regulation S Book-Entry Certificate in an amount equal to
the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, (2) a written order given in accordance
with the Depository’s procedures containing information regarding the participant account of the Depository to be credited
with such increase and (3) a certificate in the form of Exhibit J hereto given by the Holder of such beneficial interest
stating (A) that the Transfer of such interest has been made in compliance with the Transfer restrictions applicable to the
Book-Entry Certificates and pursuant to and in accordance with Regulation S, or (B) that the Transferee is otherwise
entitled to hold its interest in the applicable Certificates in the form of an interest in the Regulation S Book-Entry
Certificate, without any registration of such Certificates under the Act (in which case such certificate shall enclose an Opinion
of Counsel to such effect and such other documents as the Certificate Registrar may reasonably require), then the Certificate
Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry
Certificate and to increase, or cause to be increased, the Certificate Balance of the Regulation S Book-Entry Certificate
by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged,
to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S
Book-Entry Certificate equal to the reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate,
and to debit, or cause to be debited, from the account of the Person making such exchange or Transfer the beneficial interest
in the Rule 144A Book-Entry Certificate that is being exchanged or transferred.


 


(e)         
Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry
Certificate. If a Holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange
its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate for
an interest in the Rule 144A Book-Entry Certificate of the same Class, or to Transfer its interest in such Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to a Person who is required to take
delivery thereof in the form of an interest in the Rule 144A Book-Entry Certificate, such Holder may, subject to the
rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange or cause the exchange of such
interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate of the same Class. Upon receipt
by the Certificate Registrar, as registrar, at its office designated in Section 5.07 hereof, of (1) instructions
from Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as registrar, to credit
or cause to be credited a beneficial interest in the Rule 144A Book-Entry Certificate equal to the beneficial interest
in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged,
such instructions to contain information regarding the participant account with the Depository to be credited with such increase,
(2) with respect to a Transfer of an interest in the Regulation S Book-Entry Certificate, information regarding
the participant account of the Depository to be debited with such decrease and (3) with respect to a Transfer of an interest
in the Temporary Regulation S Book-Entry Certificate for an interest in the Rule 144A Book-Entry Certificate
(i) during the Restricted Period, a certificate in the form of


 



    -407-


     


    

 


Exhibit K hereto given by the Holder of such beneficial
interest and stating that the Person transferring such interest in the Temporary Regulation S Book-Entry Certificate
reasonably believes that the Person acquiring such interest in the Rule 144A Book-Entry Certificate is a Qualified Institutional
Buyer or (ii) after the Restricted Period, an Investment Representation Letter in the form of Exhibit C attached
hereto from the Transferee to the effect that such Transferee is a Qualified Institutional Buyer (an “Investment Representation
Letter”) and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A, then
the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to increase, or cause to be increased,
the Certificate Balance of the Rule 144A Book-Entry Certificate by the aggregate Certificate Balance of the beneficial
interest in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged,
and the Certificate Registrar shall instruct the Depository, concurrently with such reduction, to credit, or cause to be credited,
to the account of the Person specified in such instructions, a beneficial interest in the Rule 144A Book-Entry Certificate
equal to the reduction in the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate and to debit, or cause to be debited, from the account of the Person making such Transfer the beneficial
interest in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate that is
being transferred.


 


(f)          
Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a
Temporary Regulation S Book-Entry Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream,
as the case may be, a certificate (a “Non-U.S. Beneficial Ownership Certification”) to the effect that
Euroclear or Clearstream, as applicable, has received a certificate substantially in the form of Exhibit L hereto
from the Holder of a beneficial interest in such Temporary Regulation S Book-Entry Certificate, shall be exchanged after
the Restricted Period, for interests in the Regulation S Book-Entry Certificate of the same Class. The Certificate Registrar
shall effect such exchange by delivering to the Depository for credit to the respective accounts of such Holders, a duly executed
and authenticated Regulation S Book-Entry Certificate, representing the aggregate Certificate Balance of interests in
the Temporary Regulation S Book-Entry Certificate initially exchanged for interests in the Regulation S Book-Entry
Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream of the certificate or certificates referred
to above may be relied upon by the Depositor and the Certificate Registrar as conclusive evidence that the certificate or certificates
referred to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms of this Agreement and the Temporary
Regulation S Book-Entry Certificate. Upon any exchange of interests in the Temporary Regulation S Book-Entry
Certificate for interests in the Regulation S Book-Entry Certificate, the Certificate Registrar shall endorse the Temporary
Regulation S Book-Entry Certificate to reflect the reduction in the Certificate Balance represented thereby by the amount
so exchanged and shall endorse the Regulation S Book-Entry Certificate to reflect the corresponding increase in the amount
represented thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S Book-Entry
Certificate, and the Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement
as the Regulation S Book-Entry Certificate and Rule 144A Book-Entry Certificate authenticated and delivered
hereunder.


 






    -408-


     


    

 


(g)         
Non-Book Entry Certificate to Book-Entry Certificate. If a Holder of a Non-Book Entry Certificate (other than
a Class RR, Class R or a Class S Certificate) wishes at any time, or an Amazon Seattle Retaining Third-Party Purchaser
wishes, pursuant to Section 5.01(d), to exchange its interest in such Non-Book Entry Certificate for an interest
in a Book-Entry Certificate of the same Class, or to Transfer all or part of such Non-Book Entry Certificate to a Person
who is entitled to take delivery thereof in the form of an interest in a Book-Entry Certificate, such Holder may, subject
to the rules and procedures of Euroclear or Clearstream, if applicable, and the Depository, cause the exchange of all or part
of such Non-Book Entry Certificate for an equivalent beneficial interest in the appropriate Book-Entry Certificate of
the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07
hereof, of (1) such Non-Book Entry Certificate, duly endorsed as provided herein, (2) instructions from such Holder
directing the Certificate Registrar, as registrar, to credit, or cause to be credited, a beneficial interest in the applicable
Book-Entry Certificate equal to the portion of the Certificate Balance of the Non-Book Entry Certificate to be exchanged,
such instructions to contain information regarding the participant account with the Depository to be credited with such increase
and (3) a certificate in the form of Exhibit M hereto (in the event that the applicable Book-Entry Certificate
is the Temporary Regulation S Book-Entry Certificate), in the form of Exhibit N hereto (in the event that
the applicable Book-Entry Certificate is the Regulation S Book-Entry Certificate) or in the form of Exhibit O
hereto (in the event that the applicable Book-Entry Certificate is the Rule 144A Book-Entry Certificate), then
the Certificate Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate,
shall, if applicable, execute, authenticate and deliver to the Transferor a new Non-Book Entry Certificate equal to the aggregate
Certificate Balance of the portion retained by such Transferor and shall instruct the Depository to increase, or cause to be increased,
such Book-Entry Certificate by the aggregate Certificate Balance of the portion of the Non-Book Entry Certificate to be
exchanged and to credit, or cause to be credited, to the account of the Person specified in such instructions a beneficial interest
in the applicable Book-Entry Certificate equal to the Certificate Balance of the portion of the Non-Book Entry Certificate
so canceled. Upon the written direction of the Depositor (which may be by e-mail to cts.cmbs.bond.admin@wellsfargo.com) or its
Affiliate, the Certificate Registrar shall execute any instrument as may be reasonably required by the Depository to effect such
exchange.


 


(h)         
Non-Book Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when
permitted by Section 5.02(d), no Non-Book Entry Certificate shall be issued to a Transferee of an interest in
any Rule 144A Book-Entry Certificate, Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry
Certificate or to a Transferee of a Non-Book Entry Certificate (or any portion thereof).


 


(i)          
Other Exchanges. In the event that a Book-Entry Certificate is exchanged for a Definitive Certificate, such Certificates
may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of subsections (c)
through (f) above (including the certification requirements intended to ensure that such Transfers comply with Rule 144A
or Regulation S under the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate
Registrar.


 


(j)          
Restricted Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates,
Transfers of interests in the Temporary Regulation S 


 



    -409-


     


    

 


Book-Entry Certificate to U.S. persons (as defined in Regulation S)
shall be limited to Transfers made pursuant to the provisions of subsection (e) above.


 


(k)         
If Non-Registered Certificates are issued upon the Transfer, exchange or replacement of Certificates bearing a restrictive
legend relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered
Certificates so issued shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there
is delivered to the Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such
legend nor the restrictions on Transfer set forth therein are required to ensure that Transfers thereof comply with the provisions
of Rule 144A or Regulation S under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar
shall authenticate and deliver Certificates that do not bear such legend.


 


(l)           
All Certificates surrendered for registration of Transfer and exchange shall be canceled and subsequently destroyed by the Certificate
Registrar in accordance with the Certificate Registrar’s customary procedures.


 


(m)         With respect to the ERISA Restricted Certificates, no sale, Transfer, pledge or other disposition (other than any initial Transfer
to the Initial Purchasers) of any such Certificate shall be made unless the Trustee and Certificate Administrator shall have received a
representation letter from the proposed purchaser or Transferee of such Certificate substantially in the form of Exhibit F-1
attached hereto, to the effect that such proposed purchaser or Transferee is not and will not be (A) an employee benefit
plan subject to the fiduciary responsibility provisions of ERISA or a plan subject to Section 4975 of the Code, or a governmental
plan (as defined in Section 3(32) of ERISA) or other plan subject to any federal, state or local law (“Similar Law”)
which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (each, a “Plan”) or
(B) a person acting on behalf of or using the assets of any such Plan (including within the meaning of Department of Labor
Regulation § 2510.3-101, as modified by Section 3(42) of ERISA), other than an insurance company using the
assets of its general account under circumstances whereby the purchase and holding of such Certificates by such insurance company
will be exempt from the prohibited transaction provisions of ERISA and the Code under Sections I and III of Prohibited Transaction
Class Exemption 95-60 (or, in the case of a Plan subject to Similar Law, where the acquisition, holding and disposition
of such Certificate will not constitute or result in a non-exempt violation of Similar Law). The Trustee and Certificate Administrator
shall not register the sale, Transfer, pledge or other disposition of any ERISA Restricted Certificate unless the Trustee and
Certificate Administrator have received either the representation letter described above. The costs of any of the foregoing representation
letters shall not be borne by any of the Depositor, the Master Servicer, the Special Servicers, the Trustee, the Certificate Administrator,
the Initial Purchasers, the Underwriters, the Operating Advisor, the Asset Representations Reviewer or the Trust. Each Certificate
Owner of an ERISA Restricted Certificate shall be deemed to represent that it is not a Person specified in clause (A) or
(B) of the first sentence of this Section 5.03(m). Any transfer, sale, pledge or other disposition of any ERISA
Restricted Certificates that would constitute or result in a prohibited transaction under ERISA, Section 4975 of the Code
or any Similar Law, or would otherwise violate the provisions of this Section 5.03(m) shall be deemed absolutely null
and void ab initio, to the extent permitted under applicable law.


 






    -410-


     


    

 


(n)              
No Class R Certificate, Class S Certificate or any VRR Interest may be purchased by or transferred to any prospective
purchaser or Transferee that is or will be a Plan, or any person acting on behalf of a Plan or using the assets of a Plan (including
within the meaning of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA) to purchase
such Class R Certificate, Class S Certificate or any VRR Interest. Each prospective Transferee of a Class R Certificate,
Class S Certificate or any VRR Interest shall deliver to the Transferor and the Certificate Administrator a representation
letter, substantially in the form of Exhibit F-2, stating that the prospective Transferee is not a Plan or a person
acting on behalf of or using the assets of a Plan. Any attempted or purported Transfer in violation of these Transfer restrictions
shall be null and void ab initio and shall vest no rights in any purported Transferee and shall not relieve the Transferor
of any obligations with respect to the applicable Certificates or any VRR Interest.


 


Each
Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership
Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership
Interest are expressly subject to the following provisions:


 


(i)         
Each Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold
such Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not
a Permitted Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its
status (or the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition
described in the first sentence of this Section 5.03(n) by a Person who is not a Permitted Transferee or by a Person
who is acting as an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect, and the
immediately preceding owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual
Ownership Interest as soon and as fully as possible.


 


(ii)         
No Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without
the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and
such proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer
of any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed
Transferee to deliver, and the proposed Transferee shall deliver to the Certificate Registrar and to the proposed Transferor,
an affidavit in substantially the form attached as Exhibit D-1 (a “Transferee Affidavit”) of
the proposed Transferee (A) that such proposed Transferee is a Permitted Transferee and (B) stating that (1) the
proposed Transferee historically has paid its debts as they have come due and intends to do so in the future, (2) the proposed
Transferee understands that, as the holder of a Residual Ownership Interest, it may incur liabilities in excess of cash flows
generated by the residual interest, (3) the proposed Transferee intends to pay taxes associated with holding the Residual
Ownership Interest as they become due, (4) the proposed Transferee will not cause income with respect to the Residual Ownership
Interest to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax


 



    -411-


     


    

 



treaty, of such proposed Transferee or any other U.S. Tax Person, (5) the proposed Transferee will not Transfer the Residual
Ownership Interest to any Person that does not provide a Transferee Affidavit or as to which the proposed Transferee has actual
knowledge that such Person is not a Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman)
for a Person that is not a Permitted Transferee, and (6) the proposed Transferee expressly agrees to be bound by and to abide
by the provisions of this Section 5.03(n) and (y) other than in connection with the initial issuance of a Class R
Certificate, require a statement from the proposed Transferor substantially in the form attached as Exhibit D-2
(the “Transferor Letter”), that the proposed Transferor has no actual knowledge that the proposed Transferee
is not a Permitted Transferee and has no actual knowledge or reason to know that the proposed Transferee’s statements therein
are false.


 


(iii)         
Notwithstanding the delivery of a Transferee Affidavit by a proposed Transferee under clause (ii) above, if a Responsible
Officer of the Certificate Registrar has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer
to such proposed Transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register;
provided, however, the Certificate Registrar shall not be required to conduct any independent investigation to determine
whether a proposed Transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer
to any Person that is a Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention
of the foregoing restrictions, and in any event not later than sixty (60) days after a request for information from the Transferor
of such Residual Ownership Interest or such agent, the Certificate Registrar agrees to furnish to the Internal Revenue Service
and the Transferor of such Residual Ownership Interest or such agent such information necessary to the application of Section 860E(e)
of the Code as may be required by the Code, including, but not limited to, the present value of the total anticipated excess inclusions
with respect to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate
Registrar, the Certificate Registrar may charge a reasonable fee for computing and furnishing such information to the Transferor
or to such agent referred to above; provided, however, that such Persons shall in no event be excused from furnishing
such information.


 


(o)              
The Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


 


(p)              
(i) At all times during the applicable Transfer Restriction Period, if a Transfer of Retained Certificates is to be made, then
the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely
upon) each of the following, sent to the Certificate Registrar and with a copy to each of the applicable Retaining Sponsor and
counsel at the addresses provided in Section 13.05: (A) Exhibit D-7 from the Holder of the applicable Retained
Certificates instructing the Certificate Registrar of its intentions to release its Retained Certificates from the Third Party
Purchaser Safekeeping Account or the Retained Interest Safekeeping Account, as applicable, and to Transfer such Retained Certificate,
(B) a certification from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit
D-5, (C) a certification from the


 



    -412-


     


    

 


Certificateholder desiring to effect such Transfer substantially in the form attached hereto
as Exhibit D-6, (D) a W-9 completed by the Transferee and (E) wire instructions and contact information of the Transferee.
Upon receipt of the foregoing certifications, the Certificate Registrar shall, subject to Section 5.01(c) and Section 5.03,
facilitate the Transfer of the Retained Certificate and reflect the Retained Certificates in the name of the prospective Transferee
and shall deliver written confirmation to the Transferee with a copy via email to each of the applicable Retaining Sponsor and
Transferor, of such Transfer and the safekeeping of such Retained Certificate substantially in the form of Exhibit TT attached
hereto.


 


(ii)         
After the termination of the applicable Transfer Restriction Period, if a Transfer of Retained Certificates is to be made, then
the Certificate Registrar shall refuse to register such Transfer unless it receives (and upon receipt may conclusively rely upon)
each of the following: (A) a certification from such Certificateholder’s prospective Transferee substantially in the form
attached hereto as Exhibit D-5 and (B) a certification from the Certificateholder desiring to effect such Transfer substantially
in the form attached hereto as Exhibit D-6. For the avoidance of doubt, in no event shall any Retained Certificate be held
as a Book-Entry Certificate with a balance in excess of $0 at any time prior to the expiration of the applicable Transfer Restriction
Period.


 


(q)              
Notwithstanding any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding
requirements respecting payments to Certificateholders and the Pooled RR Interest Owner and other payees of interest or original
issue discount that the Certificate Administrator reasonably believes are applicable under the Code. The consent of Certificateholders
and the Pooled RR Interest Owner or payees shall not be required for such withholding, and the Certificateholders and the Pooled
RR Interest Owner shall be required to provide the Certificate Administrator with such forms and such other information reasonably
required by the Certificate Administrator. If the Certificate Administrator does withhold any amount from interest or original
issue discount payments or advances thereof to any Certificateholder or Pooled RR Interest Owner or payee pursuant to federal
withholding requirements, the Certificate Administrator shall indicate the amount withheld to such Person. Such amounts shall
be deemed to have been distributed to such Persons for all purposes of this Agreement.


 


(r)               
No Person shall be permitted to own, directly or indirectly, any interest in a Pooled RR Interest other than (i) the Pooled
Retaining Sponsor or one of its Majority Owned Affiliates that is not a Non-Exempt Person or (ii) a Person that provides
financing permitted under the Risk Retention Rule (a “Permitted Lender”) to the Pooled Retaining Sponsor or
such Majority Owned Affiliate; provided, further, that if such financing is provided by the Permitted Lender in
a repurchase transaction, the Pooled Retaining Sponsor or such Majority-Owned Affiliate of the Pooled Retaining Sponsor may transfer
its interest in the Pooled RR Interest to the Permitted Lender so long as such Sponsor or such Majority-Owned Affiliate is obligated
to repurchase such interest in the Pooled RR Interest pursuant to the terms of the related financing documents. A Pooled RR Interest
Owner, if it wishes to transfer the Pooled RR Interest, shall notify the Certificate Administrator in writing of such transfer
and identify the new Pooled RR Interest Owner. The Certificate Administrator shall register the ownership of the Pooled RR Interest
on a registry of ownership maintained by the Certificate Administrator. Any transfer of a Pooled RR Interest (including to a Majority
Owned Affiliate) shall be null and void ab initio to


 



    -413-


     


    

 


the extent permitted under applicable law unless all of the following
is provided to the Certificate Administrator (i) the transferor of a Pooled RR Interest has executed and delivered to the
Certificate Administrator a certification in the form of Exhibit D-4 hereto and (ii) the transferee of a Pooled RR Interest
has executed and delivered to the Certificate Administrator a certification in the form of Exhibit D-3 hereto, which certification
shall include wiring instructions and contact information for such transferee. Notwithstanding anything else in this Agreement
to the contrary, no Person shall have any rights hereunder with respect to the Pooled RR Interest unless (i) in the case
of the Sponsor or its Majority Owned Affiliate, such Person is identified in writing to the Certificate Administrator as being
a Pooled RR Interest Owner, or (ii) in the case of any subsequent transferee, such Person is identified as being a Pooled
RR Interest Owner on the ownership registry. The Certificate Administrator, the other parties to this Agreement and the Certificateholders
shall be entitled to treat the Pooled RR Interest Owner (in the case of any subsequent Pooled RR Interest Owner, as recorded on
such ownership registry) as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other
claim to or interest in the Pooled RR Interest on the part of any other Person. Any transfer of an interest in the Pooled RR Interest
that is not in compliance with this Section 5.03(r) or Section 5.03(n) shall be null and void ab initio
to the extent permitted under applicable law.


 


(s)         
The Sponsors represent, and any subsequent Pooled RR Interest Owner shall be deemed by virtue of its acceptance of the Pooled
RR Interest to represent, to the Trust and the Certificate Administrator (for the benefit of the borrowers) that it is not a Non-Exempt
Person. Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of the Agreement,
the Pooled RR Interest Owner shall deliver to the Certificate Administrator evidence satisfactory to the Certificate Administrator
substantiating that it is not a Non-Exempt Person and that the Certificate Administrator is not obligated under applicable law
to withhold taxes on sums paid to it with respect to the Mortgage Loans or otherwise under this Agreement. Without limiting the
effect of the foregoing, (a) if a Pooled RR Interest Owner is created or organized under the laws of the United States, any
state thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the Certificate
Administrator an Internal Revenue Service Form W-9 and (b) if a Pooled RR Interest Owner is not created or organized
under the laws of the United States, any state thereof or the District of Columbia, and if the payment of interest or other amounts
by the borrowers is treated for United States income tax purposes as derived in whole or part from sources within the United States,
the Pooled RR Interest Owner shall satisfy the requirements of the preceding sentence by furnishing to the Certificate Administrator
an Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments) or Form W-8BEN, or successor forms,
as may be required from time to time, duly executed by the Pooled RR Interest Owner, as evidence of the Pooled RR Interest Owner’s
exemption from the withholding of United States tax with respect thereto. The Certificate Administrator shall not be obligated
to make any payment hereunder to a Pooled RR Interest Owner in respect of the Pooled RR Interest or otherwise until the Pooled
RR Interest Owner shall have furnished to the Certificate Administrator the forms, certificates, statements or documents required
by this Section 5.03(s).


 


(t)          
Each purchaser of Certificates that is a Plan subject to ERISA or Section 4975 of the Code (an “ERISA Plan”)
or is acting on behalf of or using the assets of an ERISA Plan will be deemed to have represented and warranted that (i) none
of the Depositor, the issuing entity, the Sponsors, the Underwriters, the Initial Purchasers, the Trustee, the Certificate


 



    -414-


     


    

 


Administrator,
the Master Servicer, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer or any of their respective
affiliated entities, has provided any investment recommendation or investment advice on which the ERISA Plan or the fiduciary
making the investment decision for the ERISA Plan has relied in connection with the decision to acquire Certificates, and they
are not otherwise acting as a fiduciary (within the meaning of Section 3(21) of ERISA or Section 4975(e)(3) of the Code)
to the ERISA Plan in connection with the ERISA Plan’s acquisition of Certificates (except where an exemption is available
(all of the conditions of which are satisfied) to cover the purchase and holding of the Certificates or the transaction is not
otherwise prohibited) and (ii) the fiduciary making the decision to acquire the Certificates is exercising its own independent
judgment in evaluating the investment in the Certificates.


 


Section 5.04         
Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate
and (b) there is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it harmless,
then, in the absence of actual notice to the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser,
the Certificate Registrar shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed,
lost or stolen Certificate, a new Certificate of like tenor and interest in the Trust. In connection with the issuance of any
new Certificate under this Section 5.04, the Certificate Registrar may require the payment of a sum sufficient to
cover any expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate
issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the Trust,
as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


 


Section 5.05         
Persons Deemed Owners. The Master Servicer, the Special Servicers, the Certificate Administrator, the Trustee and the Certificate
Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions as provided in this Agreement and for all other purposes whatsoever, and
neither the Master Servicer, the Special Servicers, the Certificate Administrator, the Trustee, the Certificate Registrar, nor
any agent of any of them shall be affected by any notice to the contrary; provided, however, that to the extent that a party to
this Agreement responsible for distributing any report, statement or other information required to be distributed to Certificateholders
or the Pooled RR Interest Owner has been provided an Investor Certification, such party to this Agreement shall distribute such
report, statement or other information to such beneficial owner (or prospective Transferee).


 


Section 5.06         
Access to List of Certificateholders’ Names and Addresses; Special Notices. (a)  The
Certificate Registrar shall maintain in as current form as is reasonably practicable the most recent list available to it of the
names and addresses of the Certificateholders. If any Certificateholder that has provided an Investor Certification (i) requests
in writing from the Certificate Registrar a list of the names and addresses of Certificateholders, (ii) states that such
Certificateholder desires to communicate with other Certificateholders with respect to its rights under this Agreement or under
the Certificates and (iii) provides a copy of the communication which Certificateholder proposes to transmit, then the Certificate
Registrar


 



    -415-


     


    

 


 shall, within ten (10) Business Days after the receipt of such request, afford such Certificateholder (at such Certificateholder’s
sole cost and expense) access during normal business hours to a current list of the Certificateholders related to the Class of
Certificates held by such Certificateholder. Every Certificateholder, by receiving and holding a Certificate, agrees that the
Certificate Registrar shall not be held accountable by reason of the disclosure of any such information as to the list of the
Certificateholders hereunder, regardless of the source from which information was derived. The Master Servicer, the Special Servicers,
the Trustee, the Certificate Administrator, the Operating Advisor and the Depositor shall be entitled to a list of the names and
addresses of Certificateholders from time to time upon request therefor.


 


(b)              
(i)  The Certificate Administrator shall include in any Form 10-D any written request received in accordance with
Section 11.04(a) prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution
Date preceding such Distribution Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders
or Certificate Owners related to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement.
Any Form 10-D containing such disclosure (a “Special Notice”) regarding the request to communicate shall
include the following and no more than the following (a) the name of the Certificateholder or Certificate Owner making the
request, (b) the date the request was received, (c) a statement to the effect that the Certificate Administrator has
received such request, stating that such Certificateholder or Certificate Owner is interested in communicating with other Certificateholders
or Certificate Owners with regard to the possible exercise of rights under this Agreement, and (d) a description of the method
other Certificateholders or Certificate Owners may use to contact the requesting Certificateholder or Certificate Owner.


 


(ii)         
In verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if
the Certificateholder or Certificate Owner is the Holder of record with respect to any Certificate, the Certificate Administrator
shall not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the Holder of record
with respect to any Certificate, the Certificate Administrator shall require no more than (x) a written certification from
such Certificateholder or Certificate Owner that it is the beneficial owner of a Certificate and (y) another document confirming
ownership of such Certificate (e.g., trade confirmation, account statement, or a letter from a broker-dealer). The Certificate
Administrator shall not have any obligation to verify the information provided by any Certificateholder or Certificate Owner in
any request to communicate and may rely on such information conclusively. Additionally, any expenses the Certificate Administrator
incurs in connection with any request to communicate shall be paid by the Trust.


 


Section 5.07         
Maintenance of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or offices
or agency or agencies where Certificates may be surrendered for registration of Transfer or exchange and where notices and demands
to or upon the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate Registrar
initially designates its office at 600 South 4th Street, 7th Floor, MAC: N9300-070, Minneapolis, Minnesota
55415 as its office for such purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders, the
Pooled RR Interest


 



    -416-


     


    

 


Owner and the Mortgagors of any change in the location of the Certificate Register or any such office or agency.


 


Section 5.08         
Appointment of Certificate Administrator. (a)  Wells Fargo
Bank, National Association, is hereby initially appointed Certificate Administrator in accordance with the terms of this Agreement.
If the Certificate Administrator resigns or is terminated, a successor certificate administrator will be appointed pursuant to
Section 8.07, which successor may be the Trustee or an Affiliate thereof to fulfill the obligations of the Certificate
Administrator hereunder which must satisfy the eligibility requirements set forth in Section 8.06.


 


(b)          The Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s
Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent,
order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented
by the proper party or parties.


 


(c)         
The Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses
incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with
counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect
of any action taken or suffered or omitted by it hereunder in good faith and in accordance therewith.


 


(d)          The Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


 


(e)         
The Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly
or by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys shall
not relieve the Certificate Administrator of its duties or obligations hereunder.


 


(f)          
The Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicer, the Special
Servicers or the Depositor.


 


Section 5.09         
Voting Procedures for Certificates. (a)  With respect to
any matters submitted to Certificateholders for a vote, the Certificate Administrator shall administer such vote through the Depository
with respect to Book-Entry Certificates and directly with registered Holders by mail with respect to Definitive Certificates.
In each case, such vote shall be administered in accordance with the following procedures, unless different procedures are otherwise
described herein with respect to a specific vote:


 


(b)          Any matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator.
Such notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed. The
notice and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered
Holders of Definitive Certificates. In


 



    -417-


     


    

 


addition, the notice and related ballot shall be posted to the Certificate Administrator’s
Website. Notices delivered in this manner shall be considered delivered to all Holders regardless of whether any Holder actually
receives the notice and ballot.


 


(c)         
In connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings
in the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate
Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes of Certificates
with an outstanding Certificate Balance greater than zero as of the record date of the vote shall be permitted to vote. Once a
Holder has cast its vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions shall
be communicated by the Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has
passed, votes may not be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient
portion of the Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a vote
without taking into consideration the votes cast by any other Holder. Transferees or purchasers of any Class of Certificates are
subject to and shall be bound by all votes of Holders of Certificates initiated or conducted prior to its acquisition of such
Certificate.


 


(d)          The Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate Administrator
shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline. Illegible
or incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall not be
counted. Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results of
the vote. Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the proposition
and the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by Certificateholders.
The notice shall be distributed in accordance with the methods described in Section 5.09(b) above. The Certificate
Administrator shall also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds
with the date such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent
manifest error, re-tabulate the votes or conduct a new vote for the same proposition.


 


(e)         
Any and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall be borne
by the Trust. The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or answer
questions other than process-related questions regarding the administration of the vote.


 


(f)          
If any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration of
the Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote
and the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided
herein, all such votes require a majority of Certificateholders to carry a proposition.


 






    -418-


     


    

 


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 6.01         
Representations, Warranties and Covenants of the Master Servicer, Special Servicers, the Operating Advisor and the Asset Representations
Reviewer. (a)  The Master Servicer hereby represents, warrants
and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders, the Pooled RR Interest Owner, the
Risk Retention Consultation Parties, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Special
Servicers, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)           
The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of
the United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)         
The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this
Agreement by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets
or (C) violate any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the
Master Servicer to perform its obligations under this Agreement or its financial condition;


 


(iii)         
The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)         
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and
binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject
to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law;


 


(v)         
The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any


 



    -419-


     


    

 



order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master
Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master
Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer;


 


(vi)        
No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer which
would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Master Servicer to perform its obligations under this
Agreement;


 


(vii)        The Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07 hereof;


 


(viii)       No consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court
is required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance by
the Master Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby,
other than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have
been obtained, made or given prior to the actual performance by the Master Servicer of its obligations under this Agreement or
(B) where the lack of such consent, approval, authorization, order, qualification, registration, filing or notice would not have
a material adverse effect on the performance by the Master Servicer under this Agreement; and


 


(ix)         
to its actual knowledge, the Master Servicer is not Risk Retention Affiliated with the Amazon Seattle Retaining Third-Party Purchaser.


 


(b)              
Each of the Special Servicers, for itself only, hereby represents, warrants and covenants to the Trustee, for its own benefit
and the benefit of the Certificateholders, the Pooled RR Interest Owner, the Risk Retention Consultation Parties, each Serviced
Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer and
the Operating Advisor, as of the Closing Date, that:


 


(i)          
The Special Servicer is (A) in the case of the General Special Servicer, a limited liability company duly organized, validly existing
and in good standing under the laws of the State of Delaware, and (B) in the case of the Amazon Seattle Special Servicer, a limited
liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and in each case,
the applicable Special Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to the
extent necessary to perform its obligations under this Agreement;


 


(ii)         
The execution and delivery of this Agreement by the applicable Special Servicer and the performance and compliance with the terms
of this Agreement by the applicable Special Servicer do not (A) violate the Special Servicer’s organizational 


 



    -420-


     


    

 


documents,
(B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or
result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it
or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the applicable Special
Servicer or its property is subject, which, in the case of either (B) or (C), is likely to materially and adversely
affect either the ability of the applicable Special Servicer to perform its obligations under this Agreement or its financial
condition;


 


(iii)        
The applicable Special Servicer has the full power and authority to enter into and consummate all transactions to be performed
by it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement;


 


(iv)        
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and
binding obligation of the applicable Special Servicer enforceable against the applicable Special Servicer in accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting
the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law;


 


(v)         
The applicable Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter,
or any order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the
applicable Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the
ability of the applicable Special Servicer to perform its obligations under this Agreement or the financial condition of the applicable
Special Servicer;


 


(vi)        
No litigation is pending or, to the best of the applicable Special Servicer’s knowledge, threatened against the applicable
Special Servicer which would prohibit the applicable Special Servicer from entering into this Agreement or, in the applicable
Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the applicable
Special Servicer to perform its obligations under this Agreement;


 


(vii)        
The applicable Special Servicer has errors and omissions coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07 hereof; and


 


(viii)      
No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law
for the execution, delivery and performance by the applicable Special Servicer of, or compliance by the applicable Special Servicer
with, this Agreement or the consummation of the transactions of the applicable Special Servicer contemplated by this Agreement,
except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the


 



    -421-


     


    

 


actual performance
by the applicable Special Servicer of its obligations under this Agreement, or which, if not obtained would not have a materially
adverse effect on the ability of the applicable Special Servicer to perform its obligations hereunder.


 


(c)               
The Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
the Pooled RR Interest Owner, the Risk Retention Consultation Parties, each Serviced Companion Noteholder, the Depositor, the
Certificate Administrator, the Master Servicer, the Special Servicers and the Asset Representations Reviewer, as of the Closing
Date, that:


 


(i)         
The Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of
the State of Delaware, and the Operating Advisor is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)         
The execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this
Agreement by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets,
or (C) violate any law, rule, regulation, order, judgment or decree to which the Operating Advisor or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the
Operating Advisor to perform its obligations under this Agreement or its financial condition;


 


(iii)         
The Operating Advisor has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)        
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and
binding obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof, subject
to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law;


 


(v)         
The Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any
order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Operating
Advisor’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the


 



    -422-


     


    

 


Operating
Advisor to perform its obligations under this Agreement or the financial condition of the Operating Advisor;


 


(vi)         
The Operating Advisor has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07 hereof;


 


(vii)       
No litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor,
which would prohibit the Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith and
reasonable judgment, is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations
under this Agreement;


 


(viii)      
No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law
for the execution, delivery and performance by the Operating Advisor of, or compliance by the Operating Advisor with, this Agreement
or the consummation of the transactions of the Operating Advisor contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Operating Advisor of
its obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the
Operating Advisor to perform its obligations hereunder;


 


(ix)         
The Operating Advisor possesses sufficient financial strength to fulfill its duties and responsibilities pursuant to this Agreement
over the life of the Trust Fund; and


 


(x)         
The Operating Advisor is an Eligible Operating Advisor.


 


(d)              
The Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders,
the Pooled RR Interest Owner, the Risk Retention Consultation Parties and to the Depositor, the Master Servicer, the Special Servicers
and the Certificate Administrator, as of the Closing Date, that:


 


(i)          
The Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing under
the laws of the State of Delaware, and the Asset Representations Reviewer is in compliance with the laws of each State in which
any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)         
The execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with the
terms of this Agreement by the Asset Representations Reviewer, do not (A) violate the Asset Representations Reviewer’s
organizational documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute
a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that
is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the
Asset Representations Reviewer or its property is subject, which, in the case of either (B) or (C), is likely to
materially and 


 



    -423-


     


    

 


adversely affect either the ability of the Asset Representations Reviewer to perform its obligations under this
Agreement or its financial condition;


 


(iii)        
The Asset Representations Reviewer has the full power and authority to enter into and consummate all transactions to be performed
by it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement;


 


(iv)        
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and
binding obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance
with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other
laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of
whether such enforcement is considered in a proceeding in equity or at law;


 


(v)         
The Asset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance
and compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter,
or any order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the
Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect either
the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or the financial condition of
the Asset Representations Reviewer;


 


(vi)        
No litigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the Asset
Representations Reviewer, which would prohibit the Asset Representations Reviewer from entering into this Agreement or, in the
Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability
of the Asset Representations Reviewer to perform its obligations under this Agreement;


 


(vii)        
The Asset Representations Reviewer has errors and omissions coverage that is in full force and effect or is self-insuring with
respect to such risks, which in either case complies with the requirements of Section 3.07 hereof;


 


(viii)       No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law
for the execution, delivery and performance by the Asset Representations Reviewer of, or compliance by the Asset Representations
Reviewer with, this Agreement or the consummation of the transactions of the Asset Representations Reviewer contemplated by this
Agreement, except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual
performance by the Asset Representations Reviewer of its obligations under this Agreement, or which, if not obtained would not
have a materially adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


 






    -424-


     


    

 


(ix)         
The Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


 


(e)               
The representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery of this
Agreement. Upon discovery by any party to this Agreement (or upon written notice thereof from any Certificateholder, the Pooled
RR Interest Owner or any Companion Holder) of a breach of any of the representations and warranties set forth in this Section
which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or the Pooled RR Interest
Owner, the party discovering such breach shall give prompt written notice to the other parties hereto, each certifying Certificateholder,
the Pooled RR Interest Owner and, prior to the occurrence and continuance of a Control Termination Event, the Directing Holder.


 


Section 6.02         
Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicers and the Asset Representations
Reviewer. The Depositor, the Master Servicer, the Operating Advisor, each Special Servicer and the Asset Representations Reviewer
shall be liable in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken
by, and no implied duties or obligations may be asserted against, the Depositor, the Master Servicer, the Operating Advisor, such
Special Servicer and the Asset Representations Reviewer herein.


 


Section 6.03         
Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicers or
the Asset Representations Reviewer. (a)  Subject to subsection (b)
below, the Depositor, the Master Servicer, the Special Servicers, the Operating Advisor and the Asset Representations Reviewer
each will keep in full effect its existence, rights and franchises as an entity under the laws of the jurisdiction of its incorporation
or organization, and each will obtain and preserve its qualification to do business as a foreign entity in each jurisdiction in
which qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates, the
Pooled RR Interest or any of the Mortgage Loans or Companion Loans and to perform its respective duties under this Agreement.


 


(b)              
The Depositor, the Master Servicer, the Special Servicers, the Operating Advisor and the Asset Representations Reviewer each may
be merged or consolidated with or into any Person, or Transfer all or substantially all of its assets (which may be limited to
all or substantially all of its assets related to commercial mortgage loan servicing or commercial mortgage surveillance, as the
case may be) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Master
Servicer, a Special Servicer, the Operating Advisor or the Asset Representations Reviewer shall be a party, or any Person succeeding
to the business of the Depositor, the Master Servicer, a Special Servicer, the Operating Advisor or the Asset Representations
Reviewer, shall be the successor of the Depositor, the Master Servicer, such Special Servicer, the Operating Advisor or the Asset
Representations Reviewer (such Person, in the case of the Master Servicer or the applicable Special Servicer in each of the foregoing
cases, the “Surviving Entity”), as the case may be, hereunder, without the execution or filing of any paper
(other than an assumption agreement wherein the successor shall agree to perform the obligations of and serve as the Depositor,
the Master Servicer, a Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as the case may be, in accordance
with the terms of this Agreement) or any further act


 



    -425-


     


    

 


 on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that with respect to such merger, consolidation or succession, Rating Agency
Confirmation is received from each Rating Agency with respect to the Classes of Certificates and, with respect to a Serviced Whole
Loan, Companion Loan Rating Agency Confirmation is received from each Companion Loan Rating Agency; provided, further,
that if the Master Servicer, a Special Servicer, the Operating Advisor or the Asset Representations Reviewer enters into a merger
and the Master Servicer, such Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, is
the Surviving Entity under applicable law, the Master Servicer, such Special Servicer, the Operating Advisor or the Asset Representations
Reviewer, as applicable, shall not, as a result of the merger, be required to provide a Rating Agency Confirmation with respect
to ratings of the Classes of Certificates or, with respect to any class of Serviced Companion Loan Securities, a Companion Loan
Rating Agency Confirmation; provided, further, that for so long as the Trust, and, with respect to any Companion
Loan included as part of the trust in a related Other Securitization, is subject to the reporting requirements of the Exchange
Act, if the Master Servicer, such Special Servicer, the Operating Advisor or the Asset Representations Reviewer notifies the Depositor
in writing (a “Merger Notice”) of any such merger, consolidation, conversion or other change in form, and the
Depositor or the depositor in such Other Securitization, as the case may be, notifies the Master Servicer, the Special Servicer,
the Operating Advisor or the Asset Representations Reviewer, as applicable, in writing that the Depositor or the depositor in
such Other Securitization, as the case may be, has discovered that such successor entity has not complied with its Exchange Act
reporting obligations under any other commercial mortgage loan securitization (and specifically identifying the instance of noncompliance),
then it shall be an additional condition to such succession that the Depositor or the depositor in such Other Securitization,
as the case may be, shall have consented (which consent shall not be unreasonably withheld or delayed) to such successor entity.
Notwithstanding the foregoing, no Master Servicer, Special Servicer or Operating Advisor may remain the Master Servicer, a Special
Servicer or Operating Advisor, as applicable, under this Agreement after (x) being merged or consolidated with or into any Person
that is a Prohibited Party, or (y) transferring all or substantially all of its assets to any Person if such Person is a Prohibited
Party, except to the extent (i) the Master Servicer, such Special Servicer or Operating Advisor, as applicable, is the Surviving
Entity of such merger, consolidation or transfer and has been and continues to be in compliance with its Regulation AB reporting
obligations hereunder or (ii) the Depositor consents to such merger, consolidation or transfer, which consent shall not be unreasonably
withheld. If, within sixty (60) days following the date of delivery of the Merger Notice to the Depositor or the depositor in
such Other Securitization, as the case may be, the Depositor or depositor in such Other Securitization, as the case may be, shall
have failed to notify the Master Servicer or such Special Servicer, as applicable, in writing of the Depositor’s determination,
or depositor’s determination, in the case of an Other Securitization, to grant or withhold such consent, such failure shall
be deemed to constitute a grant of such consent. If the conditions to the provisions in the second preceding sentence are not
met, the Trustee may terminate, and if the conditions set forth in the third proviso of the second preceding sentence are not
met the Trustee shall terminate, the applicable Surviving Entity’s servicing of the Mortgage Loans and the Trust Subordinate
Companion Loan pursuant hereto, such termination to be effected in the manner set forth in Section 13.01.


 


Section 6.04         
Limitation on Liability of the Depositor, the Master Servicer, the Special Servicers, the Operating Advisor, the Asset Representations
Reviewer and Others.


 



    -426-


     


    

 







(a)  None of the Depositor, the Master Servicer (including in its
capacity as Companion Paying Agent), the Special Servicers, the Operating Advisor, the Asset Representations Reviewer or any of
the partners, directors, officers, shareholders, members, managers, employees or agents of any of the foregoing shall be under
any liability to the Trust, the Certificateholders, the Pooled RR Interest Owner or the Companion Holders for any action taken
or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided,
however, that (i) this provision shall not protect the Depositor, the Master Servicer (including in its capacity as Companion
Paying Agent), any Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any such Person against any
breach of warranties or representations made by it herein or any liability which would otherwise be imposed by reason of willful
misconduct, bad faith or negligence in the performance of such party’s obligations or duties or by reason of negligent disregard
of such party’s obligations and duties hereunder. The Depositor, the Master Servicer (including in its capacity as Companion
Paying Agent), the Special Servicers, the Operating Advisor, the Asset Representations Reviewer and any partner, director, officer,
shareholder, member, manager, employee or agent of the Depositor, the Master Servicer (including in its capacity as Companion
Paying Agent), the Special Servicers, the Operating Advisor or the Asset Representations Reviewer may rely on any document of
any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor,
the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicers, the Asset Representations Reviewer
and the Operating Advisor and any partner, director, officer, shareholder, member, manager, employee or agent of any of the foregoing
shall be indemnified and held harmless by the Trust against any and all claims, losses, penalties, fines, forfeitures, reasonable
legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with any legal
or administrative action (whether in equity or at law) or claim relating to this Agreement, the Mortgage Loans, the Companion
Loans or the Certificates, other than any loss, liability or expense: (i) specifically required to be borne thereby pursuant
to the terms hereof; (ii) incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred
by reason of bad faith, willful misconduct or negligence in the performance of its obligations or duties hereunder, or by reason
of negligent disregard of such obligations or duties; or (iv) in the case of the Depositor and any of its partners, directors,
officers, shareholders, members, managers, employees and agents, incurred in connection with any violation by any of them of any
state or federal securities law. In addition, absent actual fraud (as determined by a final non-appealable court order), neither
the Trustee nor the Certificate Administrator (including in its capacity as Custodian) shall be liable for special, punitive,
indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee
or the Certificate Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.
Each of the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicers, the Asset Representations
Reviewer and the Operating Advisor conclusively may rely on, and shall be protected in acting or refraining from acting upon,
any resolution, officer’s certificate, certificate of auditors or any other certificate, statement, instrument, opinion,
report, notice, request, consent, order, financial statement, agreement, Appraisal, bond or other document (in electronic or paper
format) as contemplated by and in accordance with this Agreement and reasonably believed or in good faith believed by the Master
Servicer (including in its capacity as Companion Paying Agent), the Special Servicers, the Asset Representations Reviewer or the
Operating Advisor to be genuine and to have been signed or presented by the


 



    -427-


     


    

 


proper party or parties and each of them may consult
with counsel, in which case any written advice of counsel or Opinion of Counsel shall be full and complete authorization and protection
with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion
of Counsel.


 


(b)          None of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicers, the Operating
Advisor and the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any legal or administrative
action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its respective duties under
this Agreement or which in its opinion may involve it in any expense or liability not recoverable from the Trust; provided,
however, that each of the Depositor, the Master Servicer, the Special Servicers, the Operating Advisor or the Asset Representations
Reviewer may in its discretion undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable
in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders and the
Pooled RR Interest Owner (and, in the case of any Serviced Whole Loan, the rights of the Certificateholders, the Pooled RR Interest
Owner and the holders of a Serviced Companion Loan (as a collective whole) taking into account the subordinate or pari passu
nature of such Serviced Companion Loan); provided, however, that if a Serviced Whole Loan and/or the holder
of any related Companion Loan are involved, such expenses, costs and liabilities will be payable out of funds related to the applicable
Serviced Whole Loan in accordance with the related Co-Lender Agreement and will also be payable out of the other funds in the
Collection Account if amounts on deposit with respect to such Serviced Whole Loan are insufficient therefor. If any such expenses,
costs or liabilities relate to a Mortgage Loan or Companion Loan, then any subsequent recovery on that Mortgage Loan or Companion
Loan, as applicable, will be used to reimburse the Trust for any amounts advanced for the payment of such expenses, costs or liabilities.
In such event, the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom
shall be expenses, costs and liabilities of the Trust, and the Depositor, the Master Servicer (including in its capacity as Companion
Paying Agent), the Special Servicers, the Asset Representations Reviewer and the Operating Advisor shall be entitled to be reimbursed
therefor out of amounts attributable to the Mortgage Loans or the Companion Loan on deposit in the Collection Account (including,
without duplication, any subaccount thereof), as provided by Section 3.05(a)(xii).


 


(c)         
Each of the Master Servicer and the Special Servicers, as applicable, agrees to indemnify the Depositor, the Trustee, the related
Serviced Companion Noteholder, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master
Servicer (including in its capacity as Companion Paying Agent) (in the case of the applicable Special Servicer), the applicable
Special Servicer (in the case of the Master Servicer) and the Trust and any partner, director, officer, shareholder, member, manager,
employee or agent thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that any of them may sustain
arising from or as a result of any willful misconduct, bad faith or negligence of the indemnifying party in the performance of
its obligations and duties under this Agreement or by reason of negligent disregard by the indemnifying party of its duties and
obligations hereunder or by reason of breach of any representations or warranties made herein by the indemnifying party. The Trustee,
the Certificate


 



    -428-


     


    

 


 Administrator, the Depositor, the Asset Representations Reviewer or the Operating Advisor, as the case may be,
shall immediately notify the Master Servicer or the applicable Special Servicer as applicable, if a claim is made by a third party
with respect to this Agreement or the Mortgage Loans or Trust Subordinate Companion Loan entitling the Trust to indemnification
hereunder, whereupon the Master Servicer or the applicable Special Servicer, as the case may be, shall assume the defense of such
claim (with counsel reasonably satisfactory to the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the
Master Servicer or the applicable Special Servicer, as the case may be, shall not affect any rights any of the foregoing Persons
may have to indemnification under this Agreement or otherwise, unless the Master Servicer’s or the applicable Special Servicer’s,
as the case may be, defense of such claim is materially prejudiced thereby.


 


(d)         
Each of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify the
Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), each Special Servicer, the Certificate Administrator
(in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating Advisor, the Asset Representations
Reviewer, the Sponsors (but only in the case of the Certificate Administrator and with respect to ARTICLE V) and the Trust
and any partner, director, officer, shareholder, member, manager employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or
negligence of the Trustee or the Certificate Administrator, respectively, in the performance of its obligations and duties under
this Agreement or by reason of negligent disregard by the Trustee or the Certificate Administrator, respectively, of its duties
and obligations hereunder or by reason of breach of any representations or warranties made herein; provided that such indemnity
shall not cover indirect or consequential damages. The Depositor, the Master Servicer, the applicable Special Servicer, the Asset
Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify the Trustee and the Certificate
Administrator, respectively, if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling
the Trust to indemnification hereunder, whereupon the Trustee or the Certificate Administrator shall assume the defense of such
claim (with counsel reasonably satisfactory to the Depositor, such Master Servicer (including in its capacity as Companion Paying
Agent), such Special Servicer, the Asset Representations Reviewer or the Operating Advisor) and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against
it or them in respect of such claim. Any failure to so notify the Trustee or the Certificate Administrator shall not affect any
rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Trustee’s
or the Certificate Administrator’s defense of such claim is materially prejudiced thereby.


 


(e)         
The Depositor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), each Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trust and any


 



    -429-


     


    

 


partner,
director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all
claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence
of the Depositor, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by
the Depositor of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein;
provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the applicable Special
Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Operating Advisor, as the case
may be, shall immediately notify the Depositor if a claim is made by a third party with respect to this Agreement, whereupon the
Depositor shall assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its
capacity as Companion Paying Agent) or such Special Servicer) and pay all expenses in connection therewith, including counsel
fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such
claim. Any failure to so notify the Depositor shall not affect any rights any of the foregoing Persons may have to indemnification
under this Agreement or otherwise, unless the Depositor’s defense of such claim is materially prejudiced thereby.


 


(f)          
The Operating Advisor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), each Special
Servicer, the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer and the Trust and any
partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or
negligence of the Operating Advisor, in the performance of its obligations and duties under this Agreement or by reason of negligent
disregard by the Operating Advisor of its duties and obligations hereunder or by reason of breach of any representations or warranties
made herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the applicable
Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor, as the case
may be, shall immediately notify the Operating Advisor if a claim is made by a third party with respect to this Agreement or the
Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Operating Advisor shall assume the defense of such
claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent), such
Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor) and pay all
expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which
may be entered against it or them in respect of such claim. Any failure to so notify the Operating Advisor shall not affect any
rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Operating Advisor’s
defense of such claim is materially prejudiced thereby.


 


(g)         
Neither the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers,
employees or agents of the Operating Advisor shall be under any liability to any Certificateholder or the Pooled RR Interest Owner
for any action taken or for refraining from the taking of any action in good faith pursuant to this


 



    -430-


     


    

 


Agreement, or for errors in
judgment; provided, however, that this provision shall not protect the Operating Advisor against any liability which
would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of duties or by reason
of negligent disregard of obligations and duties hereunder.


 


(h)         
The Asset Representations Reviewer agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent),
each Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and the Trust and any
partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or
negligence of the Asset Representations Reviewer, in the performance of its obligations and duties under this Agreement or by
reason of negligent disregard by the Asset Representations Reviewer of its duties and obligations hereunder or by reason of breach
of any representations or warranties made herein; provided that such indemnity shall not cover indirect or consequential
damages. The Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor
or the Depositor, as the case may be, shall immediately notify the Asset Representations Reviewer if a claim is made by a third
party with respect to this Agreement or the Mortgage Loans or the Trust Subordinate Companion Loan entitling the Trust to indemnification
hereunder, whereupon the Asset Representations Reviewer shall assume the defense of such claim (with counsel reasonably satisfactory
to the Master Servicer (including in its capacity as Companion Paying Agent), such Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor or the Depositor) and pay all expenses in connection therewith, including counsel fees, and
promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any
failure to so notify the Asset Representations Reviewer shall not affect any rights any of the foregoing Persons may have to indemnification
under this Agreement or otherwise, unless the Asset Representations Reviewer’s defense of such claim is materially prejudiced
thereby.


 


(i)           
The applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Certificate Administrator,
Non-Serviced Operating Advisor, Non-Serviced Asset Representations Reviewer, Non-Serviced Depositor and Non-Serviced Trustee,
and any of their respective partners, directors, officers, shareholders, members, managers, employees or agents and the applicable
Non-Serviced Trust, shall be indemnified by the Trust and held harmless against the Trust’s pro rata share (subject
to the applicable Non-Serviced Co-Lender Agreement) of any and all claims, losses, penalties, fines, forfeitures, legal fees and
related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with the servicing and administration
of a Non-Serviced Mortgage Loan and the related Non-Serviced Mortgaged Property (or with respect to the Non-Serviced Operating
Advisor and/or Non-Serviced Asset Representations Reviewer, incurred in connection with the provision of services for such Non-Serviced
Mortgage Loan) under the applicable Non-Serviced Pooling Agreement (as and to the same extent the applicable Non-Serviced Trust
is required to indemnify such parties in respect of other mortgage loans in the applicable Non-Serviced Trust pursuant to the
terms of the related Non-Serviced Pooling Agreement).


 






    -431-


     


    

 


The
indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Master
Servicer (including in its capacity as Companion Paying Agent), the Special Servicers, the Trustee, the Certificate Administrator,
the Operating Advisor or the Asset Representations Reviewer.


 


For
the avoidance of doubt, with respect to any indemnification provisions in this Agreement providing that the Trust or a party to
this Agreement is required to indemnify another party to this Agreement for costs, fees and expenses, such costs, fees and expenses
are intended to include costs (including, but not limited to, reasonable attorney’s fees and expenses) of the enforcement
of such indemnity.


 


Section 6.05         
Depositor, Master Servicer and Special Servicers Not to Resign. Subject to the provisions of Section 6.03,
neither the Master Servicer nor the Special Servicers shall resign from their respective obligations and duties hereby imposed
on each of them except upon (a) determination that such party’s duties hereunder are no longer permissible under applicable
law or (b) in the case of the Master Servicer or a Special Servicer, upon the appointment of, and the acceptance of such appointment
by, a successor master servicer or special servicer, as applicable, and receipt by the Certificate Administrator and the Trustee
of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan, receipt of a Companion Loan
Rating Agency Confirmation from each Companion Loan Rating Agency. Any such determination permitting the resignation of the Master
Servicer or such Special Servicer pursuant to clause (a) above shall be evidenced by an Opinion of Counsel (at the expense
of the resigning party) to such effect delivered to the Trustee and (prior to the occurrence of a Consultation Termination Event)
the Controlling Class Representative. No such resignation by the Master Servicer or the applicable Special Servicer shall become
effective until the Trustee or a successor master servicer or successor special servicer, as applicable, shall have assumed the
Master Servicer’s or such Special Servicer’s, as applicable, responsibilities and obligations in accordance with Section 7.02
and no such resignation by the Master Servicer or such Special Servicer shall become effective until the Certificate Administrator
shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings
have been completed with respect to any related Companion Loan. Upon any termination (as described in Section 7.01(c))
or resignation of the Master Servicer or such Special Servicer, pursuant to this Section 6.05, the Master Servicer
or such Special Servicer, as applicable, shall have the right and opportunity to appoint any successor master servicer or special
servicer with respect to this Section 6.05; provided that, such successor master servicer or special servicer shall
not be the Asset Representations Reviewer, the Operating Advisor or one of their respective Affiliates and (prior to the occurrence
and continuance of a Control Termination Event) such successor special servicer is approved by the Directing Holder, such approval
not to be unreasonably withheld. The resigning party shall pay all costs and expenses (including costs and expenses incurred by
the Trustee and the Certificate Administrator) associated with a transfer of its duties pursuant to this Section 6.05;
provided, however, that rights in respect of indemnification, entitlement to be paid any outstanding servicing or special servicing
compensation and entitlement to reimbursement of amounts due, including Advances and interest thereon, will survive such resignation
under this Agreement. Except as provided in Section 7.01(c), in no event shall the Master Servicer or such Special
Servicer have the right to appoint any successor master servicer or special servicer if such Master Servicer or Special Servicer,
as applicable, is terminated or removed pursuant to Section 7.01.


 






    -432-


     


    

 


Section 6.06         
Rights of the Depositor in Respect of the Master Servicer and the Special Servicers. The Depositor may, but is not obligated
to, enforce the obligations of the Master Servicer and any Special Servicer hereunder and may, but is not obligated to, perform,
or cause a designee to perform, any defaulted obligation of the Master Servicer and any Special Servicer hereunder or exercise
the rights of the Master Servicer or any Special Servicer, as applicable, hereunder; provided, however, that the
Master Servicer and the Special Servicers shall not be relieved of any of their respective obligations hereunder by virtue of
such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action
or failure to act by the Master Servicer or any Special Servicer and is not obligated to supervise the performance of the Trustee,
the Master Servicer, the Operating Advisor or the Special Servicers under this Agreement or otherwise.


 


Section 6.07         
The Master Servicer and the Special Servicers as Certificate Owner. The Master Servicer, any Special Servicer or any Affiliate
thereof may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate
with (except as otherwise set forth in the definition of “Certificateholder”) the same rights it would have if it
were not the Master Servicer, a Special Servicer or an Affiliate thereof.


 


Section 6.08         
The Directing Holder and the Risk Retention Consultation Parties. (a)  For
so long as no Control Termination Event is continuing, the Directing Holder shall be entitled to advise (1) the applicable
Special Servicer with respect to all Specially Serviced Mortgage Loans (other than any Excluded Loan), (2) the applicable
Special Servicer with respect to Non-Specially Serviced Mortgage Loans (other than any Excluded Loan) as to all Special Servicer
Major Decisions, and (3) the Master Servicer with respect to Non-Specially Serviced Mortgage Loans (other than any Excluded Loan)
as to all Master Servicer Major Decisions. Notwithstanding, anything herein to the contrary, except as set forth in, and in any
event subject to the second and third paragraphs of this Section 6.08, with respect to any Mortgage Loan (other than
any Non-Serviced Mortgage Loan or any applicable Excluded Loan) or any Serviced Whole Loan, for so long as no Control Termination
Event is continuing, neither the Master Servicer nor the applicable Special Servicer shall be permitted to take any of the following
actions (each a “Major Decision”) as to which the Directing Holder has objected in writing within ten (10)
Business Days (or thirty (30) days with respect to clause (xiii) of the definition of “Major Decision” below)
after receipt of the related Major Decision Reporting Package (provided that if such written objection has not been received by
the Master Servicer or the applicable Special Servicer, as applicable, within such ten (10) Business Day (or thirty (30) day)
period, then the Directing Holder will be deemed to have approved such action):


 


(i)         
any proposed or actual foreclosure upon or comparable conversion (which may include acquisition of an REO Property) of the ownership
of properties securing such of the Mortgage Loans and/or Serviced Whole Loans as come into and continue in default;


 


(ii)        
any modification, consent to a modification or waiver of any monetary term (other than Penalty Charges (which the Master Servicer
or the applicable Special Servicer, as applicable, is permitted to waive pursuant to this Agreement)) or material non-monetary
term (including, without limitation, a COVID Modification, the timing of payments and acceptance of discounted pay-offs, but excluding
the waiver of Penalty


 



    -433-


     


    

 


Charges) of a Mortgage Loan or Serviced Whole Loan or any extension of the Maturity Date of such Mortgage
Loan or Serviced Whole Loan;


 


(iii)       
any sale of a Defaulted Loan and any related defaulted Companion Loan, as applicable, or any REO Property (other than in connection
with the termination of the Trust) for less than the applicable Purchase Price;


 


(iv)       
any determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous
Materials located at an REO Property;


 


(v)       
any release of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan or Serviced Whole Loan
or any consent to either of the foregoing, other than immaterial condemnation actions and other similar takings, or if otherwise
required pursuant to the specific terms of the related Mortgage Loan or Serviced Whole Loan and for which there is no lender discretion;


 


(vi)      
any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage
Loan or Serviced Whole Loan, if lender consent is required, any consent to such waiver or consent to a transfer of the Mortgaged
Property or interests in the Mortgagor or consent to the incurrence of additional debt, other than any such transfer or incurrence
of debt as may be effected without the consent of the lender under the related loan agreement and for which there is no lender
discretion or related to an immaterial easement, right of way or similar agreement;


 


(vii)       any approval of property management company changes or franchise changes (to the extent the lender is required to consent or approve
under the Mortgage Loan Documents); provided that with respect to property management company changes (i) the Serviced
Mortgage Loan has outstanding principal balance greater than $10,000,000, or (ii) the successor property manager is affiliated
with the related Mortgagor;


 


(viii)     
releases of amounts from any escrow accounts, reserve accounts or letters of credit held as performance or “earn-out”
escrows or reserves, other than those required pursuant to the specific terms of the related Mortgage Loan or a Serviced Whole
Loan and for which there is no lender discretion;


 


(ix)        any acceptance of an assumption agreement or any other agreement permitting transfers of interests in a Mortgagor or guarantor
or releasing a Mortgagor or guarantor from liability under a Mortgage Loan or Serviced Whole Loan other than pursuant to the specific
terms of such Mortgage Loan or Serviced Whole Loan and for which there is no lender discretion;


 


(x)         
the determination of the applicable Special Servicer pursuant to clauses (ii), (iii), or (viii) of the definition
of “Special Servicing Transfer Event”;


 


(xi)         following a default or an event of default with respect to a Mortgage Loan or Serviced Whole Loan, any exercise of remedies, including
acceleration of the


 



    -434-


     


    

 


Mortgage Loan or Serviced Whole Loan, as the case may be, or initiation of judicial, bankruptcy or similar
proceedings under the related Mortgage Loan documents or with respect to the related borrower or Mortgaged Property;


 


(xii)        any modification, waiver or amendment of an intercreditor agreement, Co-Lender Agreement or similar agreement (other than with
respect to amendments to split or re-size notes consistent with the terms of the subject Co-Lender Agreement and as to which the
consent of the Trust is not required) with any mezzanine lender, holder of a Pari Passu Companion Loan or subordinate debt holder
related to a Mortgage Loan or Serviced Whole Loan, or an action to enforce rights (or decision not to enforce rights) with respect
thereto, in each case, in a manner that materially and adversely affects the Holders of the Control Eligible Certificates, provided,
however, any such modification or amendment to any such agreement that would adversely impact the Master Servicer shall
additionally require the consent of the Master Servicer as a condition to its effectiveness;


 


(xiii)       any determination of an Acceptable Insurance Default;


 


(xiv)       any proposed modification or waiver of any material provision in the related Mortgage Loan documents governing the type, nature
or amount of insurance coverage required to be obtained and maintained by the related borrower; and


 


(xv)        any approval of any casualty insurance settlements or condemnation settlements, and any determination to apply casualty proceeds
or condemnation awards to the reduction of the debt rather than to the restoration of the Mortgaged Property, in each case, to
the extent the lender has discretion under the related Mortgage Loan documents;


 


provided
that, in the event that the applicable Special Servicer or Master Servicer (in the event the Master Servicer is otherwise
authorized by this Agreement to take such action), as applicable, determines that immediate action, with respect to the foregoing
matters, or any other matter requiring consent of the Directing Holder prior to the occurrence and continuance of a Control Termination
Event in this Agreement (or any matter requiring consultation with the Directing Holder, a Risk Retention Consultation Party or
the Operating Advisor), is necessary to protect the interests of the Certificateholders and the Pooled RR Interest Owner (or,
with respect to any Serviced Whole Loan, the interest of the Certificateholders, the Pooled RR Interest Owner and the holders
of any related Serviced Companion Loan) (as a collective whole (taking into account the subordinate or pari passu nature
of any Companion Loans)), the applicable Special Servicer or Master Servicer, as applicable may take any such action without waiting
for the Directing Holder’s response (or without waiting to consult with the Directing Holder, the Risk Retention Consultation
Parties or the Operating Advisor, as the case may be), provided that the applicable Special Servicer or Master Servicer,
as applicable provides the Directing Holder (or the Operating Advisor, if applicable) with prompt written notice following such
action including a reasonably detailed explanation of the basis therefor. Similarly, with respect to a Serviced AB Whole Loan,
following the occurrence of an extraordinary event with respect to any related Mortgaged Property, or if a failure to take any
such action at such time would be inconsistent with the Servicing Standard, the Master Servicer or the applicable Special Servicer,
as applicable, may take actions with respect to such Mortgaged Property before obtaining the consent of the Directing Holder if
the Master Servicer or the applicable Special Servicer, as


 



    -435-


     


    

 


applicable, reasonably determines in accordance with the Servicing
Standard that failure to take such actions prior to such consent would materially and adversely affect the interest of the Certificateholders
and the holders of any related Serviced Companion Loan, as a collective whole (taking into account the subordinate nature of each
Serviced Subordinate Companion Loan), and the Master Servicer or the applicable Special Servicer, as applicable, has made a reasonable
effort to contact the Directing Holder. Neither the Master Servicer nor the applicable Special Servicer is required to obtain
the consent of the Controlling Class Representative for any of the foregoing actions during the continuance of a Control Termination
Event; provided, however, with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded
Loan) or Serviced Whole Loan, if a Control Termination Event is continuing, but for so long as no Consultation Termination Event
has occurred, neither the Master Servicer nor the applicable Special Servicer will be required to obtain the consent of the Directing
Holder with respect to any of the Major Decisions or Asset Status Reports, but shall consult with the Directing Holder in connection
with any Major Decision that it is processing or, in the case of a Special Servicer, any Asset Status Report (or any other matter
for which the consent of the Directing Holder would have been required or for which the Directing Holder would have the right
to direct the Master Servicer or the applicable Special Servicer if no Control Termination Event had occurred and was continuing)
and to consider alternative actions recommended by the Directing Holder in respect of such Major Decision or Asset Status Report
(or such other matter). Such consultation will not be binding on the Master Servicer or the applicable Special Servicer. In the
event the Master Servicer or the applicable Special Servicer, as applicable, receives no response from the Directing Holder within
ten (10) days following the Master Servicer’s or the applicable Special Servicer’s written request for input (which
request is required to include the related Major Decision Reporting Package) on any required consultation, the Master Servicer
or the applicable Special Servicer, as applicable, will not be obligated to consult with the Directing Holder on the specific
matter; provided, however, that the failure of the Directing Holder to respond shall not relieve the Master Servicer
or the applicable Special Servicer, as applicable, from consulting with the Directing Holder on any future matters with respect
to the applicable Mortgage Loan or Serviced Whole Loan or any other Mortgage Loan.


 


In
addition to the above, with respect to the Amazon Seattle Whole Loan (for so long as no Amazon Seattle Control Appraisal Period
is continuing), each of the following shall also constitute a Major Decision and a Special Servicer Major Decision:


 


(i)         
the approval of or voting on any plan of reorganization, restructuring or similar plan or other material action or decision in
the bankruptcy of the borrower;


 


(ii)         any adoption or implementation of the annual budget for which lender consent is required under the related Mortgage Loan documents;
(B) any material modification, waiver or amendment of any guaranty or environmental indemnity related to the Amazon Seattle Whole
Loan; and (C) if the property securing the Amazon Seattle Whole Loan is an REO Property, approval of operating and business plans;
and


 


(iii)        any calculation of debt yield or determination of whether a “Trigger Period” (as defined in the related Loan Agreement)
is in effect when required for any purpose under the related Mortgage Loan documents, solely to the extent such calculation


 



    -436-


     


    

 


or
determination waives a requirement in any material respect or reflects a material change in the methodology of the applicable
calculation or determination.


 


For
the avoidance of doubt, the Master Servicer and the applicable Special Servicer (each in such capacity) shall not make or be obligated
to make any Major Decisions with respect to any Non-Serviced Mortgage Loans and the Directing Holder shall have no consent and/or
consultation rights regarding Major Decisions with respect to any Non-Serviced Mortgage Loans, any Servicing Shift Mortgage Loan
and any Excluded Loans related to the Directing Holder under this Agreement


 


Notwithstanding
anything herein to the contrary, with respect to any Servicing Shift Mortgage Loan, the applicable Loan-Specific Directing Holder
shall, pursuant to the related Co-Lender Agreement, exercise any consent and consultation rights, and rights to provide direction
to the Master Servicer or Special Servicer, of the “Directing Holder” with respect to such Mortgage Loan as provided
for in this Agreement until the related Servicing Shift Securitization Date.


 


Subject
to the terms and conditions of this Section 6.08(a), including, without limitation, the first proviso set forth at
the conclusion of the second preceding paragraph, (a) the applicable Special Servicer shall process all requests for any matter
that constitutes a Major Decision with respect to any Specially Serviced Mortgage Loan, (b) the applicable Special Servicer shall
process all requests for any matter that constitutes a Special Servicer Major Decision with respect to any Non-Specially Serviced
Mortgage Loan (other than a Non-Serviced Mortgage Loan) unless the Master Servicer and the applicable Special Servicer have mutually
agreed to have the Master Servicer process such request 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, (c) the Master
Servicer shall process all requests for any matter that constitutes a Master Servicer Major Decision with respect to any Non-Specially
Serviced Mortgage Loan (other than a Non-Serviced Mortgage Loan) and (d) the Master Servicer shall process all requests for any
matter that constitutes a Special Servicer Major Decision with respect to any Non-Specially Serviced Mortgage Loan (other than
a Non-Serviced Mortgage Loan) if the Master Servicer and the applicable Special Servicer have mutually agreed to have the Master
Servicer process such request 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. Upon receiving a request for any matter
that constitutes a Special Servicer Major Decision, the Master Servicer shall forward such request to the applicable Special Servicer
and, unless the Master Servicer and the applicable Special Servicer mutually agree that the Master Servicer will process such
request with respect to a Non-Specially Serviced Mortgage Loan 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, the applicable
Special Servicer shall process such request and the Master Servicer will have no further obligation with respect to such request
or the related Special Servicer Major Decision.


 


With
respect to any Mortgagor request or other action on Non-Specially Serviced Mortgage Loans that is not a Special Servicer Non-Major
Decision or a Major Decision, the Master Servicer shall not be required to obtain the consent of or consult with any Special Servicer,
any Directing Holder or the Operating Advisor.


 






    -437-


     


    

 


In
addition, with respect to any Mortgage Loan other than an applicable Excluded Loan, for so long as no Control Termination Event
is continuing, the Directing Holder (subject to any rights, if any, of the related Companion Holder to advise the applicable Special
Servicer with respect to the related Serviced Whole Loan, pursuant to the terms of the related Co-Lender Agreement) may direct
the applicable Special Servicer to take, or to refrain from taking, such other actions with respect to a Mortgage Loan as the
Directing Holder may deem advisable or as to which provision is otherwise made herein; provided that notwithstanding anything
herein to the contrary, no such direction or objection contemplated by this Section 6.08 may require or cause the
Master Servicer or applicable Special Servicer to violate any provision of any Mortgage Loan or related Co-Lender Agreement or
mezzanine intercreditor agreement, applicable law, this Agreement, or the REMIC Provisions (and, with respect to a Serviced Whole
Loan, subject to the rights of the holders of the related Companion Loan), including without limitation the obligation of the
Master Servicer and any Special Servicer to act in accordance with the Servicing Standard, or expose the Master Servicer, the
Special Servicers, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Trust or the
Trustee to liability, or materially expand the scope of the responsibilities of the Master Servicer or any Special Servicer, as
applicable, hereunder or cause the Master Servicer or any Special Servicer, as applicable, to act, or fail to act, in a manner
which in the reasonable judgment of the Master Servicer or the applicable Special Servicer, as the case may be, is not in the
best interests of the Certificateholders and the Pooled RR Interest Owner.


 


In
the event a Special Servicer or Master Servicer, as applicable, determines that a refusal to consent by the Directing Holder or
any advice from the Directing Holder, the Operating Advisor or a Risk Retention Consultation Party would cause such Special Servicer
or Master Servicer, as applicable, to violate the terms of any Mortgage Loan, applicable law or this Agreement, including without
limitation, the Servicing Standard, such Special Servicer or Master Servicer, as applicable, shall disregard such refusal to consent
or advise and notify the Directing Holder, the Operating Advisor or the Risk Retention Consultation Parties, the Trustee and the
Rating Agencies of its determination, including a reasonably detailed explanation of the basis therefor. The taking of, or refraining
from taking, any action by the Master Servicer or a Special Servicer in accordance with the direction of or approval of the Directing
Holder or the Operating Advisor or Risk Retention Consultation Party that does not violate the terms of any Mortgage Loan, applicable
law or the Servicing Standard or any other provisions of this Agreement, will not result in any liability on the part of the Master
Servicer or such Special Servicer.


 


The
Directing Holder shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the
taking of any action, or for errors in judgment; provided, however, that the Directing Holder shall not be protected
against any liability to a Controlling Class Certificateholder that would otherwise be imposed by reason of willful misconduct,
bad faith or gross negligence in the performance of duties owed to the Controlling Class Certificateholders or by reason of reckless
disregard of obligations or duties owed to the Controlling Class Certificateholders. By its acceptance of a Certificate, each
Certificateholder and the Pooled RR Interest Owner acknowledges and agrees that the Directing Holder may take actions that favor
the interests of one or more Classes of the Certificates including the Holders of the Controlling Class over other Classes of
the Certificates or the Pooled RR Interest Owner, and that the Directing Holder may have special relationships and interests that
conflict with those of Holders of some Classes of the Certificates or the Pooled RR Interest Owner, that the Directing


 



    -438-


     


    

 


Holder
may act solely in the interests of the Controlling Class Certificateholders, including the Holders of the Controlling Class, that
the Directing Holder does not have any duties or liability to the Certificateholders other than the Controlling Class, that the
Directing Holder shall not be liable to any Certificateholder or the Pooled RR Interest Owner, by reason of its having acted solely
in the interests of the Controlling Class Certificateholders, and that the Directing Holder shall have no liability whatsoever
for having so acted, and no Certificateholder or the Pooled RR Interest Owner may take any action whatsoever against the Directing
Holder or any director, officer, employee, agent or principal thereof for having so acted.


 


Each
Risk Retention Consultation Party shall have no liability to the Trust or the Certificateholders for any action taken, or for
refraining from the taking of any action, or for errors in judgment; provided, however, that each Risk Retention
Consultation Party shall not be protected against any liability to the VRR Interest Owner that appointed such Risk Retention Consultation
Party that would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in the performance of duties
owed to such VRR Interest Owner or by reason of reckless disregard of obligations or duties owed to such VRR Interest Owner. By
its acceptance of a Certificate, each Certificateholder acknowledges and agrees that each Risk Retention Consultation Party may
take actions that favor the interests of the VRR Interest over the Certificates, and that each Risk Retention Consultation Party
may have special relationships and interests that conflict with those of the Non-VRR Certificates, that each Risk Retention Consultation
Party may act solely in the interests of a VRR Interest Owner, that each Risk Retention Consultation Party does not have any duties
or liability to the Holders of Non-VRR Certificates, that each Risk Retention Consultation Party shall not be liable to any Holder
of a Non-VRR Certificate, by reason of its having acted solely in the interests of a VRR Interest Owner, and that each Risk Retention
Consultation Party shall have no liability whatsoever for having so acted, and no Holder of a Non-VRR Certificate may take any
action whatsoever against a Risk Retention Consultation Party or any director, officer, employee, agent or principal thereof for
having so acted.


 


Any
Non-Serviced Whole Loan Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust
or the Certificateholders for any action taken, or for refraining from the taking of any action, or for errors in judgment. By
its acceptance of a Certificate, each Certificateholder acknowledges and agrees that any such Non-Serviced Whole Loan Controlling
Holder, with respect to the related Non-Serviced Whole Loan, may take actions that favor the interests of one or more classes
of the certificates issued under the related Non-Serviced Pooling Agreement including the Holders of the controlling class under
such Non-Serviced Pooling Agreement over other Classes of the Certificates, and that such Non-Serviced Whole Loan Controlling
Holder, with respect to such Non-Serviced Whole Loan, may have special relationships and interests that conflict with those of
Holders of some Classes of the Certificates, that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced
Whole Loan, may act solely in the interests of the Holders of the controlling class under the related Non-Serviced Pooling Agreement,
that such Non-Serviced Whole Loan Controlling Holder, shall not be liable to any Certificateholder, by reason of its having acted
solely in the interests of the Holders of the controlling class under the related Non-Serviced Pooling Agreement, and that the
Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, shall have no liability whatsoever for
having so acted, and no Certificateholder may take any action whatsoever against such Non-Serviced Whole Loan


 



    -439-


     


    

 


Controlling Holder,
with respect to such Non-Serviced Whole Loan, or any director, officer, employee, agent or principal thereof for having so acted.


 


(b)              
Notwithstanding anything to the contrary contained herein (i) during the continuance of a Control Termination Event (and at any
time with respect to any applicable Excluded Loan), the Directing Holder shall have no right to consent to or direct any action
taken or not taken by any party to this Agreement; (ii) during the continuance of a Control Termination Event but prior to the
occurrence of a Consultation Termination Event, the Directing Holder shall remain entitled to receive any notices, reports or
information to which it is entitled pursuant to this Agreement, and the Master Servicer, the applicable Special Servicer and any
other applicable party shall consult with the Directing Holder (other than with respect to any applicable Excluded Loan) in connection
with any action to be taken or refrained from taking to the extent set forth herein; and (iii) after the occurrence of a Consultation
Termination Event and at any time with respect to any applicable Excluded Loan, the Directing Holder shall have no direction,
consultation or consent rights hereunder and no right to receive any notices, reports or information (other than notices, reports
or information required to be delivered to all Certificateholders) or any other rights as Directing Holder.


 


For
so long as no Operating Advisor Consultation Event is continuing, the applicable Special Servicer shall provide each Major Decision
Reporting Package to the Operating Advisor promptly after the applicable Special Servicer receives the Directing Holder’s
approval or deemed approval of such Major Decision Reporting Package; provided, however, that with respect to any
Non-Specially Serviced Mortgage Loan no Major Decision Reporting Package shall be required to be delivered (and the applicable
Special Servicer shall use reasonable efforts not to deliver such Major Decision Reporting Package) for so long as no Operating
Advisor Consultation Event is continuing. For so long as an Operating Advisor Consultation Event is continuing (whether or not
a Control Termination Event is continuing), the Master Servicer or the applicable Special Servicer that is processing the related
Major Decision shall provide each Major Decision Reporting Package to the Operating Advisor simultaneously with the Master Servicer’s
or the applicable Special Servicer’s written request, as applicable, for the Operating Advisor’s input regarding the
related Major Decision (which written request and Major Decision Reporting Package may be delivered in one notice), as set forth
under Section 6.08. With respect to any particular Major Decision and/or related Major Decision Reporting Package
or any Asset Status Report required to be delivered by the Master Servicer or the applicable Special Servicer to the Operating
Advisor, the Master Servicer or the applicable Special Servicer, as applicable, shall make available to the Operating Advisor
a Servicing Officer with the relevant knowledge regarding the Mortgage Loan and such Major Decision and/or Asset Status Report
in order to address reasonable questions that the Operating Advisor may have relating to, among other things, such Major Decision
and/or Asset Status Report.


 


In
addition, if an Operating Advisor Consultation Event is continuing, the Master Servicer or the applicable Special Servicer shall
consult with the Operating Advisor in connection with any proposed Major Decision that it is processing (and any other actions
which otherwise require consultation with the Operating Advisor) and consider alternative actions recommended by the Operating
Advisor, in respect thereof, provided that such consultation is on a non-binding basis. In the event that the Master Servicer
or the applicable Special Servicer receives no response from the Operating Advisor within ten (10) days following the later
of (i)


 



    -440-


     


    

 


its written request for input (which request is required to include the related Major Decision Reporting Package) on any
required consultation and (ii) delivery of all such additional information reasonably requested by the Operating Advisor that
is in possession of the Master Servicer or the applicable Special Servicer, as applicable, related to the subject matter of such
consultation, the Master Servicer or the applicable Special Servicer, as applicable, shall not be obligated to consult with the
Operating Advisor on the specific matter; provided, however, that the failure of the Operating Advisor to respond
on any specific matters shall not relieve the Master Servicer or the applicable Special Servicer, as applicable, from its obligation
to consult with the Operating Advisor on any future matter with respect to the applicable Mortgage Loan or any other Mortgage
Loan. Notwithstanding anything herein to the contrary, with respect to any applicable Excluded Loan related to the Controlling
Class Representative, SOMA Teleco Office Controlling Class Representative or Amazon Seattle Controlling Class Representative,
as applicable (regardless of whether an Operating Advisor Consultation Event is continuing), the Master Servicer, the Special
Servicers or the related Excluded Special Servicer, as applicable, shall consult with the Operating Advisor, on a non-binding
basis, in connection with the related transactions involving proposed Major Decisions that it is processing and consider alternative
actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in this Section 6.08
for consulting with the Operating Advisor.


 


In
connection with the Controlling Class Representative, SOMA Teleco Office Controlling Class Representative or Amazon Seattle Controlling
Class Representative, as applicable, or Operating Advisor’s right to consent or consult with respect to a Major Decision,
as applicable, if the Master Servicer or the applicable Special Servicer determines that action is necessary to protect the Mortgaged
Property or the interests of the Certificateholders from potential harm if such action is not taken, or if a failure to take any
such action at such time would be inconsistent with the Servicing Standard, the Master Servicer or the applicable Special Servicer
may take actions with respect to the Mortgaged Property before the expiration of the applicable period for the Operating Advisor
Controlling Class Representative, SOMA Teleco Office Controlling Class Representative or Amazon Seattle Controlling Class Representative,
as applicable, to respond as described in this section, if the Master Servicer or the applicable Special Servicer reasonably determines
in accordance with the Servicing Standard that failure to take such actions before the expiration of such period would materially
adversely affect the interest of the Certificateholders, and the Master Servicer or the applicable Special Servicer has made a
reasonable effort to contact the Operating Advisor Controlling Class Representative, SOMA Teleco Office Controlling Class Representative
or Amazon Seattle Controlling Class Representative, as applicable.


 


In
addition, (i) for so long as no Consultation Termination Event is continuing, with respect to any Specially Serviced Mortgage
Loan (other than the Servicing Shift Mortgage Loan, Non-Serviced Mortgage Loan, any applicable Excluded Loan and, for so long
as no related Control Appraisal Period is continuing, the SOMA Teleco Office Mortgage Loan, the Amazon Seattle Mortgage Loan and
any Serviced AB Mortgage Loan, as applicable), and (ii) during the continuance of a Consultation Termination Event, with
respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan, any applicable Excluded Loan and, for so long as no related
Control Appraisal Period is continuing, the SOMA Teleco Office Mortgage Loan, the Amazon Seattle Mortgage Loan and any Serviced
AB Mortgage Loan), the Master Servicer or the applicable Special Servicer will also be required to consult with the Risk


 



    -441-


     


    

 


Retention
Consultation Parties in connection with any Major Decision that it is processing (and such other matters that are subject to consultation
rights of the Risk Retention Consultation Parties pursuant to this Agreement) and to consider alternative actions recommended
by the Risk Retention Consultation Parties in respect of such Major Decision; provided that such consultation is on a non-binding
basis. Furthermore, with respect to the SOMA Teleco Office Whole Loan (for so long as no SOMA Teleco Office Control Appraisal
Period is continuing), the Master Servicer or the General Special Servicer shall also be required to consult with the SOMA Teleco
Office Risk Retention Consultation Party in connection with any Major Decision it is processing (and such other matters that are
subject to consultation rights of the SOMA Teleco Office Risk Retention Consultation Party pursuant to this Agreement) and to
consider alternative actions recommended by the SOMA Teleco Office Risk Retention Consultation Party in respect of such Major
Decision; provided that such consultation is on a non-binding basis. In the event the Master Servicer or the applicable
Special Servicer, as applicable, receives no response from a Risk Retention Consultation Party within 10 days following the later
of (i) the Master Servicer’s or such Special Servicer’s written request for input (which request is required
to include the related Major Decision Reporting Package) on any required consultation and (ii) delivery of all such additional
information reasonably requested by the Risk Retention Consultation Parties related to the subject matter of such consultation,
the Master Servicer or such Special Servicer, as applicable, will not be obligated to consult with such Risk Retention Consultation
Party on the specific matter; provided, however, that the failure of a Risk Retention Consultation Party to respond
shall not relieve the Master Servicer or such Special Servicer, as applicable, using reasonable efforts to consult with such Risk
Retention Consultation Party on any future matters with respect to the applicable Mortgage Loan or Serviced Whole Loan or any
other Mortgage Loan.


 


During
the continuance of a Consultation Termination Event, the Controlling Class Representative shall have no consultation or consent
rights hereunder and shall have no right to receive any notices, reports or information (other than notices, reports or information
required to be delivered to all Certificateholders) or any other rights as Controlling Class Representative. However, the Controlling
Class Representative shall maintain the right to exercise its Voting Rights for the same purposes as any other Certificateholder.


 


Section 6.09         
Rating Agency Surveillance Fees. The Depositor has paid or shall pay (or cause to be paid) the upfront and annual surveillance
fees of each Rating Agency relating to this securitization transaction and the Mortgage Loans.


 


ARTICLE
VII



SERVICER TERMINATION EVENTS


 


Section 7.01         
Servicer Termination Events; Master Servicer and Special Servicer Termination. (a)  “Servicer
Termination Event,” wherever used herein, means any one of the following events:


 


(i)         
(A) any failure by the Master Servicer to make any deposit required to be made by the Master Servicer to the Collection Account,
to the Companion Paying Agent for deposit into the related Serviced Whole Loan Custodial Account or to a Companion


 



    -442-


     


    

 


 Holder, on
the day and by the time such deposit or remittance is first required to be made under the terms of this Agreement, which failure
is not remedied within one (1) Business Day or (B) any failure by the Master Servicer to deposit into, or remit to the Certificate
Administrator for deposit into, any Distribution Account any amount required to be so deposited or remitted, which failure is
not remedied by 11:00 a.m. (New York City time) on the relevant Distribution Date; or


 


(ii)         
any failure by the applicable Special Servicer to deposit into the applicable REO Account, within two (2) Business Days after
such deposit is required to be made or to remit to the Master Servicer for deposit into the Collection Account or any other required
account hereunder, any amount required to be so deposited or remitted by such Special Servicer pursuant to, and at the time specified
by, the terms of this Agreement; or


 


(iii)         
any failure on the part of the Master Servicer or such Special Servicer duly to observe or perform in any material respect any
of its other covenants or obligations contained in this Agreement which continues unremedied for a period of thirty (30) days
(or (A) five (5) Business Days in the case of the Master Servicer’s or such Special Servicer’s obligations, as applicable,
contemplated by ARTICLE XI (except as otherwise provided under clause (xi) of this definition of “Servicer
Termination Event”), (B) ten (10) days in the case of the Master Servicer’s failure to make a Property Protection
Advance or (C) fifteen (15) days in the case of a failure to pay the premium for any property Insurance Policy required
to be maintained) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given
(A) to the Master Servicer or such Special Servicer, as the case may be, by any other party hereto, or (B) to the Master
Servicer or such Special Servicer, as the case may be, with a copy to each other party to this Agreement, by the Certificateholders
evidencing not less than 25% of the Voting Rights or, solely with respect to a Serviced Whole Loan if affected by such failure,
by the holder of the related Serviced Pari Passu Companion Loan, or, solely as it related to the servicing of the SOMA Teleco
Office Trust Subordinate Companion Loan if affected by such failure, the Holders of not less than 25% of the Certificate Balance
of each affected Class of the SOMA Teleco Office Loan-Specific Certificates (as holders of a beneficial interest in the SOMA Teleco
Office Trust Subordinate Companion Loan), or, solely as it related to the servicing of the Amazon Seattle Trust Subordinate Companion
Loan if affected by such failure, the Holders of not less than 25% of the Certificate Balance of each affected Class of the Amazon
Seattle Loan-Specific Certificates (as holders of a beneficial interest in the Amazon Seattle Trust Subordinate Companion Loan);
provided, however, if such failure is capable of being cured and the Master Servicer or such Special Servicer, as
applicable, is diligently pursuing such cure, such period will be extended an additional thirty (30) days; provided, further,
however, that such extended period will not apply to the obligations regarding Exchange Act reporting; or


 


(iv)         
any breach on the part of the Master Servicer or such Special Servicer of any representation or warranty contained in Section 6.01(a)
and Section 6.01(b), as applicable, which materially and adversely affects the interests of any Class of Certificateholders
or Companion Holders (excluding the holder of any Non-Serviced Companion Loan) or the Pooled RR Interest Owner and which continues
unremedied for


 



    -443-


     


    

 


a period of thirty (30) days after the date on which notice of such breach, requiring the same to be remedied,
shall have been given to the Master Servicer or such Special Servicer, as the case may be, by the Depositor, the Certificate Administrator
or the Trustee, or to the Master Servicer, such Special Servicer, the Depositor, the Certificate Administrator and the Trustee
by the Certificateholders evidencing not less than 25% of the Voting Rights or, as it relates to the servicing of a Serviced Pari
Passu Whole Loan if affected by such breach, by the related Serviced Companion Noteholder, or, solely as it relates to the servicing
of the SOMA Teleco Office Trust Subordinate Companion Loan if affected by such failure, the Holders of not less than 25% of the
Certificate Balance of each affected Class of the SOMA Teleco Office Loan-Specific Certificates (as holders of a beneficial interest
in the SOMA Teleco Office Trust Subordinate Companion Loan) or, solely as it relates to the servicing of the Amazon Seattle Trust
Subordinate Companion Loan if affected by such failure, the Holders of not less than 25% of the Certificate Balance of each affected
Class of the Amazon Seattle Loan-Specific Certificates (as holders of a beneficial interest in the Amazon Seattle Trust Subordinate
Companion Loan); provided, however, that if such breach is capable of being cured and the Master Servicer or such
Special Servicer, as applicable, is diligently pursuing such cure, such 30-day period will be extended an additional thirty
(30) days; 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 for the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer or such
Special Servicer and such decree or order shall have remained in force undischarged, undismissed or unstayed for a period of sixty
(60) days; or


 


(vi)        the Master Servicer or such Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee
or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings
of or relating to the Master Servicer or such Special Servicer or of or relating to all or substantially all of its property;
or


 


(vii)       the Master Servicer or such Special Servicer shall admit in writing its inability to pay its debts generally as they become due,
file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the
benefit of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of the foregoing;
or


 


(viii)      the Master Servicer or the Special Servicer is no longer rated at least “CMS3” or “CSS3”, respectively,
by Fitch and such Master Servicer or the Special Servicer is not reinstated to at least that rating within sixty (60) days of
the delisting;


 


(ix)         KBRA (i) has qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates in the issuing entity,
or (ii) has placed one or more classes of certificates issued by the issuing entity on “watch status” in contemplation
of a 


 



    -444-


     


    

 


ratings downgrade or withdrawal (and, in the case of clauses (i) or (ii), such action has not been withdrawn
by KBRA within 60 days of such event) and, in the case of either of clauses (i) or (ii), publicly citing servicing
concerns with the Master Servicer or the Special Servicer, as applicable, as the sole or a material factor in such rating action;


 


(x)         
the Master Servicer or the applicable Special Servicer is removed from S&P’s Select Servicer List as a U.S. Commercial
Mortgage Master Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable, and is not restored to such status on
such list within sixty (60) days;


 


(xi)         solely in the case of the Amazon Seattle Trust Subordinate Companion Loan, DBRS Morningstar (a) has qualified, downgraded or withdrawn
its ratings of any Class of the Certificates, or (b) has placed any Class of the Certificates on “watch status” in
contemplation of a rating downgrade or withdrawal and, in the case of either of clauses (a) or (b), publicly cited servicing concerns
with the Servicer or the Special Servicer, as the case may be, as the sole or material factor in such action (and such “watch
status” placement, qualification, downgrade or withdrawal has not been withdrawn by DBRS Morningstar within sixty (60) days);


 


(xii)        a Companion Loan Rating Agency has (A) qualified, downgraded or withdrawn its rating or ratings of one or more classes of Serviced
Companion Loan Securities, or (B) placed one or more classes of Serviced Companion Loan Securities on “watch status”
in contemplation of rating downgrade or withdrawal and, in the case of either of clauses (A) or (B), citing servicing
concerns with the Master Servicer or the applicable Special Servicer, as applicable, as the sole or material factor in such rating
action (and such qualification, downgrade, withdrawal or “watch status” placement has not been withdrawn by such Companion
Loan Rating Agency within sixty (60) days of such event); or


 


(xiii)       any failure by the Master Servicer or the applicable Special Servicer to deliver (a) any Exchange Act reporting items required
to be delivered by the Master Servicer or the applicable Special Servicer to the Trustee or the Certificate Administrator under
this Agreement (other than items to be delivered by a Sub-Servicer retained by a Mortgage Loan Seller) by the time required under
this Agreement after any applicable grace periods or (b) any Exchange Act reporting items that a primary servicer, Sub-Servicer
or Servicing Function Participant retained by the Master Servicer is required to deliver (any such primary servicer, Sub-Servicer
or Servicing Function Participant will be terminated if it defaults in accordance with the provision of this clause (xii))
which failure (other than in the case of Form 8-K reporting requirements) is not remedied within three (3) Business Days.


 


(b)              
If any Servicer Termination Event with respect to the Master Servicer or the applicable Special Servicer (in either case, for
purposes of this Section 7.01(b) the “Affected Party”) shall occur and be continuing, then, and
in each and every such case, so long as such Servicer Termination Event shall not have been remedied, the Trustee or the Depositor
may, and at the written direction of (A)((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other
than with respect to any applicable Excluded Loan) the 


 



    -445-


     


    

 


Directing Holder (except with respect to the At Home – Willow Grove
Whole Loan, in which case the Controlling Class Representative for so long as no Control Termination Event is continuing) (solely
with respect to the applicable Special Servicer), or (B) the holders of Voting Rights evidencing at least (a) 25% of the Voting
Rights in the case of the Master Servicer, (b) 25% of the Pooled Voting Rights in the case of the General Special Servicer, and
(c) 25% of the Voting Rights in the case of the Amazon Seattle Special Servicer, the Trustee shall, terminate (and the Depositor
may direct the Trustee to terminate each of the Master Servicer or the applicable Special Servicer as applicable, upon five (5)
Business Days’ written notice if there is a Servicer Termination Event under clause (iii)(A) above), by notice in
writing to the Affected Party, with a copy of such notice to the Depositor and the Operating Advisor, all of the rights (subject
to Section 3.11 and Section 6.04) and obligations of the Affected Party under this Agreement and in and
to the Mortgage Loans and the Trust Subordinate Companion Loans and the proceeds thereof (other than as a Certificateholder or
Companion Holder, if applicable); provided, however, that the Affected Party shall be entitled to the payment of
accrued and unpaid compensation and reimbursement through the date of such termination as provided for under this Agreement for
services rendered and expenses incurred. From and after the receipt by the Affected Party of such written notice except as otherwise
provided in this ARTICLE VII, all authority and power of the Affected Party under this Agreement, whether with respect
to the Certificates (other than as a Holder of any Certificate), the Pooled RR Interest or the Mortgage Loans and the Trust Subordinate
Companion Loans or otherwise, shall pass to and be vested in the Trustee with respect to a termination of the Master Servicer
or such Special Servicer pursuant to and under this Section 7.01, and, without limitation, the Trustee is hereby authorized
and empowered to execute and deliver, on behalf of and at the expense of the Affected Party, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans
or the Trust Subordinate Companion Loans and related documents, or otherwise. The Master Servicer and such Special Servicer each
agree that if it is terminated pursuant to this Section 7.01(b), it shall promptly (and in any event no later than
twenty (20) Business Days subsequent to its receipt of the notice of termination) provide the Trustee with all documents and records
requested by it to enable it to assume the Master Servicer’s or such Special Servicer’s, as the case may be, functions
hereunder, and shall cooperate with the Trustee in effecting the termination of the Master Servicer’s or such Special Servicer’s,
as the case may be, responsibilities and rights (subject to Section 3.11 and Section 6.04) hereunder,
including, without limitation, the transfer within five (5) Business Days to the Trustee for administration by it of all cash
amounts which shall at the time be or should have been credited by the Master Servicer to the Collection Account or any Servicing
Account (if it is the Affected Party), by such Special Servicer to the applicable REO Account (if it is the Affected Party) or
thereafter be received with respect to the Mortgage Loans, the Trust Subordinate Companion Loans or any REO Property (provided,
however, that the Master Servicer and such Special Servicer each shall, if terminated pursuant to this Section 7.01(b)
or pursuant to Section 7.01(d) (with respect to such Special Servicer), continue to be entitled to receive all
amounts accrued or owing to it under this Agreement on or prior to the date of such termination, whether in respect of Advances
(in the case of such Special Servicer or the Master Servicer) or otherwise, and it and its Affiliates and the directors, managers,
officers, members, employees and agents of it and its Affiliates shall


 



    -446-


     


    

 


continue to be entitled to the benefits of Section 3.11
and Section 6.04 notwithstanding any such termination).


 


Notwithstanding
the foregoing, with respect to a Serviced AB Whole Loan, if any Servicer Termination Event has occurred (A) with respect to the
Master Servicer that affects the holder of the Serviced Subordinate Companion Loan, and the Master Servicer is not otherwise terminated
under this Agreement, then the holder of the Serviced Subordinate Companion Loan or its designees (if the holder of the Serviced
Subordinate Companion Loan is the related Serviced AB Whole Loan Directing Holder) shall be entitled to direct the Trustee to
appoint a Sub-Servicer solely with respect to the Mortgage Loan (or if the Mortgage Loan is currently being sub-serviced, to replace
the current Sub-Servicer, but only if such original Sub-Servicer is in default under the related Sub-Servicing Agreement); and
(B) the appointment (or replacement) of a Sub-Servicer with respect to the Mortgage Loan, as contemplated in clause (A)
above, will in any event be subject to written confirmation from each Rating Agency that such appointment would not, in and
of itself, cause a downgrade, qualification or withdrawal of the then-current ratings assigned to the securities issued in connection
with any securitization.


 


(c)         
If the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination Event
under Section 7.01(a)(viii), (x) or (xii), the Master Servicer shall have a forty-five (45) day
period after such notice in which to find a successor master servicer qualified to act as Master Servicer hereunder in accordance
with Section 6.03 and Section 7.02 and to which the Master Servicer can sell its rights to service the
Mortgage Loans and the Trust Subordinate Companion Loans under this Agreement. During such forty-five (45) day period the
Master Servicer may continue to serve as Master Servicer hereunder. In the event that the Master Servicer is unable, within such
forty-five (45) day period, to cause a qualified successor master servicer to assume the duties of the Master Servicer hereunder,
then and in such event, the Trustee shall assume the obligations of the Master Servicer hereunder.


 


Notwithstanding
Section 7.01(b), if any Servicer Termination Event on the part of the General Special Servicer shall occur and be
continuing that affects the Holder of a Serviced Pari Passu Companion Loan, then, so long as the General Special Servicer is not
otherwise terminated, the Holder of such Serviced Pari Passu Companion Loan or the Other Trustee appointed under the related Other
Pooling and Servicing Agreement, as applicable, shall be entitled to direct the Trustee to terminate the General Special Servicer
with respect to the related Serviced Pari Passu Whole Loan. Any General Special Servicer appointed to replace the General Special
Servicer with respect to a Serviced Pari Passu Mortgage Loan cannot at any time be (without the prior written consent of the holder
of such Serviced Pari Passu Companion Loan) the Person (or Affiliate thereof) that was terminated at the direction of the holder
of the related Serviced Pari Passu Companion Loan. Any General Special Servicer under this paragraph shall meet the eligibility
requirements of Section 7.02 and the eligibility requirements of the related Other Pooling and Servicing Agreement,
and the appointment thereof shall comply with the provisions of Section 7.02. Any appointment of a replacement General
Special Servicer in accordance with this paragraph shall be subject to the receipt of Rating Agency Confirmation and, with respect
to a Serviced Whole Loan, Companion Loan Rating Agency Confirmations from each Companion Loan Rating Agency.


 






    -447-


     


    

 


(d)              
Subject to the right of the Operating Advisor to recommend the termination of a Special Servicer and recommend a Qualified Replacement
Special Servicer and the right of the Certificateholders to approve the replacement of a Special Servicer with such Qualified
Replacement Special Servicer pursuant to this Section 7.01(d), and subject to the rights of the holder of a related
AB Subordinate Companion Loan and the rights of the Holders of the SOMA Teleco Office Loan-Specific Certificates and the Amazon
Seattle Loan-Specific Certificates, as applicable, pursuant to the related Co-Lender Agreement at any time prior to the occurrence
and continuance of a Control Termination Event and other than with respect to any applicable Excluded Loan, the Directing Holder
(except with respect to the At Home – Willow Grove Whole Loan, in which case the Controlling Class Representative for so
long as no Control Termination Event is continuing) shall be entitled to terminate the rights (subject to Section 3.11
and Section 6.04) and obligations of such Special Servicer under this Agreement, with or without cause, upon ten
(10) Business Days’ notice to such Special Servicer, the Master Servicer, the Certificate Administrator, the Trustee and
the Operating Advisor; such termination to be effective upon the appointment of a successor special servicer meeting the requirements
of this Section 7.01(d); provided that, with respect to a Servicing Shift Whole Loan, the ten (10) Business
Days’ notice set forth in this Section 7.01(d) shall not apply, and any applicable notice period set forth in
the related Co-Lender Agreement shall apply to the related Loan-Specific Directing Holder’s right to terminate the applicable
Special Servicer’s rights and obligations under this Agreement without cause with respect to such Servicing Shift Whole
Loan pursuant to the terms of the related Co-Lender Agreement. Upon a termination of such Special Servicer, the Directing Holder
(or the Controlling Class Representative with respect to the At Home – Willow Grove Whole Loan, for so long as no Control
Termination Event is continuing), and other than with respect to any applicable Excluded Loan) shall appoint a successor special
servicer; provided, however, that (i) such successor will meet the requirements set forth in Section 7.02,
(ii) each Rating Agency delivers Rating Agency Confirmation and, with respect to a Serviced Whole Loan, each Companion Loan
Rating Agency delivers Companion Loan Rating Agency Confirmation and (iii) no replacement of such Special Servicer shall be effective
until the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07 hereof and
any other Form 8-K filings have been completed with respect to any related Companion Loan.


 


If
at any time a Control Termination Event is continuing, but no SOMA Teleco Office Control Appraisal Period or Amazon Seattle Control
Appraisal Period is continuing (and therefore the Directing Holder for the SOMA Teleco Office Whole Loan is the SOMA Teleco Office
Controlling Class Representative and the Directing Holder for the Amazon Seattle Whole Loan is the Amazon Seattle Controlling
Class Representative), and upon (a) the written direction of Holders of Pooled Principal Balance Certificates and/or the
Class RR Certificates evidencing not less than 25% of the Pooled Voting Rights (taking into account the application of any
Appraisal Reduction Amounts to notionally reduce the Certificate Balances pursuant to Section 4.05 hereof) of the
Pooled Principal Balance Certificates and the Class RR Certificates on an aggregate basis requesting a vote to replace the
applicable Special Servicer without cause (other than with respect to the SOMA Teleco Office Whole Loan and the Amazon Seattle
Whole Loan) with a new special servicer designated in such written direction, (b) payment by such Holders to the Certificate
Administrator of the reasonable fees and expenses (including any legal fees and any Rating Agency fees and expenses) to be incurred
by the Certificate Administrator in connection with administering such vote and which will not be additional expenses of the Trust


 



    -448-


     


    

 



and (c) delivery by such Holders to the Certificate Administrator and Trustee of Rating Agency Confirmation from each Rating
Agency (which Rating Agency Confirmation shall be obtained at the expense of such Holders), the Certificate Administrator shall
promptly post notice to all Certificateholders and the Pooled RR Interest Owner of such request on the Certificate Administrator’s
Website in accordance with Section 3.13(b) and concurrently by mail, and conduct the solicitation of votes of all
Pooled Certificateholders in such regard, which requisite affirmative votes shall be received within one hundred eighty (180)
days of the posting of such notice. Upon the written direction of Holders of Pooled Principal Balance Certificates and/or the
Class RR Certificates evidencing at least (a) 75% of a Pooled Quorum of Voting Rights or (b) Holders of Pooled Principal
Balance Certificates and/or the Class RR Certificates evidencing more than 50% of the aggregate Pooled Voting Rights of each
Class of Pooled Non-Reduced Interests on an aggregate basis, the Trustee shall terminate all of the rights and obligations of
the applicable Special Servicer (other than with respect to the SOMA Teleco Office Whole Loan and the Amazon Seattle Whole Loan)
under this Agreement and appoint the successor special servicer (which must be a Qualified Replacement Special Servicer) designated
by such Holders.


 


If
at any time a Control Termination Event is continuing and a SOMA Teleco Office Control Appraisal Period is continuing, but no
Amazon Seattle Control Appraisal Period is continuing (and therefore the Directing Holder for the Amazon Seattle Whole Loan is
the Amazon Seattle Controlling Class Representative), upon (a) the written direction of Holders of Pooled Principal Balance
Certificates, the Class RR Certificates and/or the SOMA Teleco Office Loan-Specific Certificates evidencing not less than
25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate
Balances pursuant to Section 4.05 hereof) of the Pooled Principal Balance Certificates, the Class RR Certificates
and/or the SOMA Teleco Office Loan-Specific Certificates on an aggregate basis requesting a vote to replace the applicable Special
Servicer without cause (other than with respect to the Amazon Seattle Whole Loan) with a new special servicer designated in such
written direction, (b) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses (including
any legal fees and any Rating Agency fees and expenses) to be incurred by the Certificate Administrator in connection with administering
such vote and which will not be additional expenses of the Trust and (c) delivery by such Holders to the Certificate Administrator
and Trustee of Rating Agency Confirmation from each Rating Agency (which Rating Agency Confirmation shall be obtained at the expense
of such Holders), the Certificate Administrator shall promptly post notice to all Certificateholders and the Pooled RR Interest
Owner of such request on the Certificate Administrator’s Website in accordance with Section 3.13(b) and concurrently
by mail, and conduct the solicitation of votes of all Certificateholders in such regard, which requisite affirmative votes shall
be received within one hundred-eighty (180) days of the posting of such notice. Upon the written direction of Holders of Pooled
Principal Balance Certificates, the Class RR Certificates and/or the SOMA Teleco Office Loan-Specific Certificates evidencing
at least (a) 75% of a Quorum of Voting Rights (for purposes of calculating such Quorum, excluding any Amazon Seattle Loan-Specific
Certificates) or (b) Holders of Pooled Principal Balance Certificates, Class RR Certificates and/or the SOMA Teleco Office Loan-Specific
Certificates evidencing more than 50% of the aggregate Voting Rights of each Class of Non-Reduced Interests (other than any Class
of Amazon Seattle Loan-Specific Certificates) on an aggregate basis, the Trustee shall terminate all of the rights and obligations
of the applicable Special Servicer (other than with respect to the Amazon Seattle


 



    -449-


     


    

 


Whole Loan) under this Agreement and appoint
the successor special servicer (which must be a Qualified Replacement Special Servicer) designated by such Holders.


 


If
at any time a Control Termination Event is continuing and an Amazon Seattle Control Appraisal Period is continuing, but no SOMA
Teleco Office Control Appraisal Period is continuing (and therefore the Directing Holder for the SOMA Teleco Office Whole Loan
is the SOMA Teleco Office Controlling Class Representative), upon (a) the written direction of Holders of Pooled Principal
Balance Certificates, the Class RR Certificates and/or the Amazon Seattle Loan-Specific Certificates evidencing not less
than 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the
Certificate Balances pursuant to Section 4.05 hereof) of the Pooled Principal Balance Certificates, the Class RR
Certificates and/or the Amazon Seattle Loan-Specific Certificates on an aggregate basis requesting a vote to replace the applicable
Special Servicer without cause (other than with respect to the SOMA Teleco Office Whole Loan) with a new special servicer designated
in such written direction, (b) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses
(including any legal fees and any Rating Agency fees and expenses) to be incurred by the Certificate Administrator in connection
with administering such vote and which will not be additional expenses of the Trust and (c) delivery by such Holders to the
Certificate Administrator and Trustee of Rating Agency Confirmation from each Rating Agency (which Rating Agency Confirmation
shall be obtained at the expense of such Holders), the Certificate Administrator shall promptly post notice to all Certificateholders
and the Pooled RR Interest Owner of such request on the Certificate Administrator’s Website in accordance with Section 3.13(b)
and concurrently by mail, and conduct the solicitation of votes of all Certificateholders in such regard, which requisite
affirmative votes shall be received within one hundred-eighty (180) days of the posting of such notice. Upon the written direction
of Holders of Pooled Principal Balance Certificates, the Class RR Certificates and/or the Amazon Seattle Loan-Specific Certificates
evidencing at least (a) 75% of a Quorum of Voting Rights (for purposes of calculating such Quorum, excluding any SOMA Teleco Office
Loan-Specific Certificates) or (b) Holders of Pooled Principal Balance Certificates, Class RR Certificates and/or the Amazon Seattle
Loan-Specific Certificates evidencing more than 50% of the aggregate Voting Rights of each Class of Non-Reduced Interests (other
than any Class of SOMA Teleco Office Loan-Specific Certificates) on an aggregate basis, the Trustee shall terminate all of the
rights and obligations of the applicable Special Servicer (other than with respect to the SOMA Teleco Office Whole Loan) under
this Agreement and appoint the successor special servicer (which must be a Qualified Replacement Special Servicer) designated
by such Holders.


 


If
at any time a Control Termination Event is continuing, a SOMA Teleco Office Control Appraisal Period and an Amazon Seattle Control
Appraisal Period is continuing, and upon (a) the written direction of Holders of Principal Balance Certificates, the Class RR
Certificates and/or Class ST-VR Certificates evidencing not less than 25% of the Voting Rights (taking into account the application
of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances pursuant to Section 4.05 hereof)
of the Principal Balance Certificates, the Class RR Certificates and/or Class ST-VR Certificates on an aggregate basis requesting
a vote to replace the applicable Special Servicer without cause (other than with respect to a Non-Serviced Whole Loan) with a
new special servicer designated in such written direction, (b) payment by such Holders to the Certificate Administrator of
the reasonable fees and expenses (including any legal fees and any Rating Agency fees and expenses) to be incurred by the


 



    -450-


     


    

 


Certificate
Administrator in connection with administering such vote and which will not be additional expenses of the Trust and (c) delivery
by such Holders to the Certificate Administrator and Trustee of Rating Agency Confirmation from each Rating Agency (which Rating
Agency Confirmation shall be obtained at the expense of such Holders), the Certificate Administrator shall promptly post notice
to all Certificateholders and the Pooled RR Interest Owner of such request on the Certificate Administrator’s Website in
accordance with Section 3.13(b) and concurrently by mail, and conduct the solicitation of votes of all Pooled Certificateholders
in such regard, which requisite affirmative votes shall be received within one hundred eighty (180) days of the posting of such
notice. Upon the written direction of Holders of Principal Balance Certificates, the Class RR Certificates and/or Class ST-VR
Certificates evidencing at least (a) 75% of a Quorum of Voting Rights or (b) Holders of Principal Balance Certificates, the Class RR
Certificates and/or Class ST-VR Certificates evidencing more than 50% of the aggregate Voting Rights of each Class of Non-Reduced
Interests on an aggregate basis, the Trustee shall terminate all of the rights and obligations of the applicable Special Servicer
(other than with respect to a Non-Serviced Whole Loan) under this Agreement and appoint the successor special servicer (which
must be a Qualified Replacement Special Servicer) designated by such Holders.


 


Other
than during the continuance of a SOMA Teleco Office Control Appraisal Period or an Amazon Seattle Control Appraisal Period, as
applicable, at no time will holders of the Certificates (other than the holders of the Class ST-A Certificates when the SOMA Teleco
Office Controlling Class Representative is the Directing Holder of the SOMA Teleco Office Whole Loan or the Holders of the Amazon
Seattle Control Eligible Certificates when the Amazon Seattle Controlling Class Representative is the Directing Holder of the
Amazon Seattle Whole Loan) be permitted to replace the applicable Special Servicer without cause with respect to the SOMA Teleco
Office Whole Loan or the Amazon Seattle Whole Loan, as applicable.


 


The
Certificate Administrator shall include on each Distribution Date Statement a statement that each Certificateholder and the Pooled
RR Interest Owner may (i) access such notices via the Certificate Administrator’s Website and (ii) register to
receive electronic mail notifications when such notices are posted thereon. Notwithstanding the foregoing, the Certificateholders’
and the Pooled RR Interest Owner’s direction to replace a Special Servicer will not apply to any Serviced AB Whole Loan
for which the holder of the related AB Subordinate Companion Loan is not subject to an AB Control Appraisal Period or, in the
case of the SOMA Teleco Office Whole Loan or the Amazon Seattle Whole Loan, will not apply to a Serviced AB Whole Loan unless
a SOMA Teleco Office Control Appraisal Period or an Amazon Seattle Control Appraisal Period, as applicable, is continuing with
respect to the Serviced AB Whole Loan under the related Co-Lender Agreement.


 


An
AB Whole Loan Controlling Holder shall have the right (other than with respect to the At Home – Willow Grove Whole Loan,
in which case such right shall be held by the Controlling Class Representative for so long as no Control Termination Event is
Continuing), for so long as no AB Control Appraisal Period, SOMA Teleco Office Control Appraisal Period or Amazon Seattle Control
Appraisal Period, as applicable is continuing, to replace the applicable Special Servicer solely with respect to the related AB
Whole Loan, so long as (A) each Rating Agency delivers a Rating Agency Confirmation; (B) the successor special servicer
has assumed in writing (from and after the date such successor special servicer becomes



    -451-


     


    

 


a Special Servicer) all of the responsibilities,
duties and liabilities of such Special Servicer under this Agreement from and after the date it becomes the applicable Special
Servicer as they relate to any AB Whole Loan pursuant to an assumption agreement reasonably satisfactory to the Certificate Administrator;
and (C) the Certificate Administrator shall have received an opinion of counsel reasonably satisfactory to the Certificate
Administrator to the effect that (x) the designation of such replacement to serve as a Special Servicer is in compliance
with this Agreement, (y) such replacement will be bound by the terms of this Agreement with respect to any AB Whole Loan,
and (z) subject to customary qualifications and exceptions, this Agreement will be enforceable against such replacement in
accordance with the terms hereof.


 


The
parties hereto acknowledge that, notwithstanding anything to the contrary contained in this section, in accordance with the related
Co-Lender Agreement, if a servicer termination event on the part of a Non-Serviced Special Servicer under a Non-Serviced Pooling
Agreement remains unremedied and affects the holder of the related Non-Serviced Mortgage Loan, and the related Non-Serviced Special
Servicer has not otherwise been terminated, the holder of the related Non-Serviced Mortgage Loan (or the Trustee, acting at the
direction of the Controlling Class Representative) will be entitled to direct the related Non-Serviced Trustee to terminate the
related Non-Serviced Special Servicer solely with respect to the related Non-Serviced Whole Loan. The appointment (or replacement)
of a special servicer with respect to a Non-Serviced Whole Loan, as applicable, will in any event be subject to Rating Agency
Confirmation from each Rating Agency. A replacement special servicer will be selected by the related Non-Serviced Trustee or,
prior to a consultation termination event under the related Non-Serviced Pooling Agreement, by the related Non-Serviced Whole
Loan Controlling Holder; provided, however, that any successor special servicer appointed to replace the Non-Serviced
Special Servicer cannot at any time be the Person (or an Affiliate thereof) that was terminated at the direction of the holder
of such Non-Serviced Mortgage Loan, without the prior written consent of the Controlling Class Representative.


 


If
at any time the Operating Advisor determines, in its sole discretion exercised in good faith, that (i) the applicable Special
Servicer is not performing its duties as required hereunder or is otherwise not acting in accordance with the Servicing Standard,
and (ii) the replacement of the applicable Special Servicer would be in the best interest of the Certificateholders, the Pooled
RR Interest Owner and the Companion Holders as a collective whole, as if such Certificateholders, Pooled RR Interest Owner and
Companion Holders constituted a single lender, then the Operating Advisor shall deliver to the Trustee and the Certificate Administrator,
with a copy to the applicable Special Servicer, a written recommendation in the form of Exhibit W attached hereto (which
form may be modified or supplemented from time to time to cure any ambiguity or error or to incorporate any additional information,
subject to compliance of such form with the terms and provisions of this Agreement; provided, further, that in no
event shall the information or any other content included in such written report contravene any provision of this Agreement) detailing
the reasons supporting its position (along with relevant information justifying its recommendation) and recommending a suggested
replacement special servicer (which shall be a Qualified Replacement Special Servicer). In such event, the Certificate Administrator
shall promptly notify each Certificateholder and the Pooled RR Interest Owner of the recommendation and post such notice and report
on the Certificate Administrator’s Website in accordance with Section 3.13(b), and by mail conduct the solicitation
of votes of all Certificates in such regard. Upon (i) the


 



    -452-


     


    

 


affirmative vote of Voting Rights of Holders of Principal Balance Certificates,
the Class RR Certificates and/or the Class ST-VR Certificates evidencing at least a majority of a Quorum (which, this
purpose is the Holders that (A) evidence at least 20% of the Voting Rights (taking into account the application of any Appraisal
Reduction Amounts to notionally reduce the respective Certificate Balances) of all Principal Balance Certificates, the Class RR
Certificates and the Class ST-VR Certificates on an aggregate basis, and (B) consist of at least three (3) Certificateholders
or the Certificate Owners that are not Risk Retention Affiliated with each other) and (ii) receipt of Rating Agency Confirmation
from each Rating Agency with respect to the termination of the applicable Special Servicer and the appointment of a successor
special servicer recommended by the Operating Advisor following satisfaction of the foregoing clause (i), the Trustee (upon receipt
of written confirmation from the Certificate Administrator, if the Certificate Administrator and the Trustee are different entities)
shall (i) terminate all of the rights and obligations of the applicable Special Servicer under this Agreement and appoint such
successor Special Servicer and (ii) promptly notify such outgoing Special Servicer of the effective date of such termination.
The reasonable out of pocket costs and expenses associated with obtaining such Rating Agency Confirmations and administering such
vote and the Operating Advisor’s identification of a Qualified Replacement Special Servicer shall be a Trust Fund expense.
In the event that the Certificate Administrator does not receive the affirmative vote of at least a majority of the quorum described
in clause (i) of the preceding sentence within one hundred eighty (180) days of after the notice is posted to the Certificate
Administrator’s Website, then the Trustee shall have no obligation to remove such Special Servicer. Prior to the appointment
of any replacement special servicer, such replacement special servicer shall have agreed to succeed to the obligations of the
applicable Special Servicer under this Agreement and to act as the applicable Special Servicer’s successor hereunder. In
the event the Special Servicer is terminated pursuant to this Section 7.01(d), the Directing Holder may not subsequently
reappoint such terminated Special Servicer or any Risk Retention Affiliate thereof. Notwithstanding the foregoing, the Operating
Advisor shall not be permitted to recommend the replacement of the applicable Special Servicer with respect to an AB Whole Loan
so long as the related Serviced Companion Noteholder, is not subject to an AB Control Appraisal Period under the related Co-Lender
Agreement.


 


No
penalty or fee shall be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 7.01(d).
All costs of any such termination made by the Controlling Class Representative without cause shall be paid by the Holders of the
Controlling Class.


 


For
the avoidance of doubt, the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the
limitations set forth in Section 6.04, any action or claim arising from, or relating to, the Operating Advisor’s
determination under this Section 7.01(d) (regarding removal of a Special Servicer), or the result of the vote (regarding
removal of a Special Servicer).


 


(e)         
The Master Servicer and each Special Servicer shall, as the case may be, from time to time, take all such reasonable actions as
are required by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed on
“watch” status or downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency.
In no event shall the remedy for a breach of the foregoing covenant extend beyond


 



    -453-


     


    

 


termination pursuant to Section 7.01(a)(viii),
(ix), (x) or (xii) and the resulting operation of Section 7.01(b) and (c). The operation
of this subsection (e) shall not be construed to limit the effect of Section 7.01(a)(viii), (ix),
(x) or (xii).


 


(f)          
Notwithstanding the foregoing, (1) if any Servicer Termination Event on the part of the Master Servicer affects a Serviced Companion
Loan, the related holder of a Serviced Companion Loan or the rating on any class of Serviced Companion Loan Securities, and if
the Master Servicer is not otherwise terminated, or (2) if a Servicer Termination Event on the part of the Master Servicer affects
only a Serviced Companion Loan, the related holder of a Serviced Companion Loan or the rating on any class of Serviced Companion
Loan Securities, then the Master Servicer may not be terminated by or at the direction of the related holder of such Serviced
Companion Loan or the holders of any certificates backed, wholly or partially, by such Serviced Companion Loan, but upon the written
direction of the related holder of such Serviced Companion Loan, the Master Servicer shall be required to appoint a Sub-Servicer
that will be responsible for servicing the related Serviced Whole Loan; provided that such Sub-Servicer meets the eligibility
requirements of a successor master servicer as described under Section 6.05 and Section 7.02.


 


(g)         
Notwithstanding anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer
Loan, if any, the related Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the
occurrence and continuance of a Control Termination Event, the Directing Holder shall be entitled to select an Excluded Special
Servicer, as successor to the resigning Special Servicer, for the related Excluded Special Servicer Loan in accordance with this
Agreement, unless such Excluded Special Servicer Loan is also an applicable Excluded Loan. During the continuance of a Control
Termination Event or if at any time the applicable Excluded Special Servicer Loan is also an applicable Excluded Loan, the resigning
Special Servicer shall use reasonable efforts to select the related Excluded Special Servicer. The applicable Special Servicer
shall not have any liability with respect to the actions or inactions of the applicable Excluded Special Servicer or with respect
to the identity of the applicable Excluded Special Servicer (as so long as, on the date of the appointment, such appointment of
such Excluded Special Servicer meets the criteria set forth hereunder). It shall be a condition to any such appointment that (i) the
Rating Agencies confirm that the appointment would not result in a qualification, downgrade or withdrawal of any of their then-current
ratings of the Certificates and the equivalent from each NRSRO hired to provide ratings with respect to any Serviced Companion
Loan Securities, (ii) the related Excluded Special Servicer is a Qualified Replacement Special Servicer and (iii) the
related Excluded Special Servicer delivers to the Depositor and the Certificate Administrator and any applicable Other Depositor
or applicable Other Certificate Administrator, the information, if any, required under Item 6.02 of Form 8-K pursuant
to the Exchange Act regarding itself in its role as Excluded Special Servicer.


 


If
at any time the applicable Special Servicer is no longer a Borrower Party (including, without limitation, as a result of the related
Mortgaged Property becoming an REO Property) with respect to an Excluded Special Servicer Loan, (1) the related Excluded Special
Servicer shall resign, (2) the related Mortgage Loan or Serviced Whole Loan shall no longer be an Excluded Special Servicer Loan,
(3) such Special Servicer shall become the applicable Special Servicer again for such related Mortgage Loan or Serviced Whole
Loan and (4) such


 



    -454-


     


    

 


Special Servicer shall be entitled to all special servicing compensation with respect to such Mortgage Loan
or Serviced Whole Loan earned during such time on and after such Mortgage Loan or Serviced Whole Loan is no longer an Excluded
Special Servicer Loan; provided, however, for so long as a Control Termination Event is not continuing, the related
Excluded Special Servicer will not be required to resign if the Directing Holder determines that such Excluded Special Servicer
may continue to serve as special servicer for the applicable Excluded Special Servicer Loan.


 


The
applicable Excluded Special Servicer shall perform all of the obligations of the applicable Special Servicer for the related Excluded
Special Servicer Loan and shall be entitled to all special servicing compensation with respect to such Excluded Special Servicer
Loan earned during such time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan (provided
that the applicable Special Servicer shall remain entitled to all other special servicing compensation with respect all Mortgage
Loans and Serviced Whole Loans that are not Excluded Special Servicer Loans during such time).


 


If
a Servicing Officer of the Master Servicer, a related Excluded Special Servicer, or the applicable Special Servicer, as the case
may be, has actual knowledge that a Mortgage Loan is no longer an applicable Excluded Loan, an Excluded Controlling Class Loan
or an Excluded Special Servicer Loan, as applicable, the Master Servicer, the related Excluded Special Servicer or the applicable
Special Servicer, as the case may be, shall provide prompt written notice thereof to each of the other parties to this Agreement.


 


Section 7.02         
Trustee to Act; Appointment of Successor. On and after the time the Master Servicer or the Special Servicer as the case
may be, either resigns pursuant to subsection (a) of the first sentence of Section 6.05 or receives a
notice of termination for cause pursuant to Section 7.01(b), and provided that no acceptable successor has been appointed
within the time period specified in Section 7.01(c), the Trustee shall be the successor to such party, until such
successor to the Master Servicer or that Special Servicer, as applicable, is appointed as provided in this Section 7.02
or by the Directing Holder as provided in Section 7.01(d), as applicable, in all respects in its capacity as Master
Servicer or such Special Servicer, as applicable, under this Agreement and the transactions set forth or provided for herein and
shall be subject to, and have the benefit of, all of the rights, (subject to Section 3.11 and Section 6.04)
benefits, responsibilities, duties, liabilities and limitations on liability relating thereto and that arise thereafter placed
on or for the benefit of the Master Servicer or the applicable Special Servicer, as applicable, by the terms and provisions hereof;
provided, however, that any failure to perform such duties or responsibilities caused by the terminated party’s failure
under Section 7.01 to provide information or moneys required hereunder shall not be considered a default by such successor
hereunder. The appointment of a successor master servicer shall not affect any liability of the predecessor Master Servicer which
may have arisen prior to its termination as Master Servicer, and the appointment of a successor special servicer shall not affect
any liability of the predecessor Special Servicer which may have arisen prior to its termination as a Special Servicer. The Trustee
in its capacity as successor to the Master Servicer or a Special Servicer, as the case may be, shall not be liable for any of
the representations and warranties of the Master Servicer or the applicable Special Servicer respectively, herein or in any related
document or agreement, for any acts or omissions of the predecessor Master Servicer or the applicable Special Servicer or for
any losses incurred by the predecessor Master Servicer


 



    -455-


     


    

 


pursuant to Section 3.06 hereunder, nor shall the Trustee be
required to purchase any Mortgage Loan or Trust Subordinate Companion Loan hereunder solely as a result of its obligations as
successor master servicer or special servicer, as the case may be. Subject to Section 3.11, as compensation therefor,
the Trustee as successor master servicer shall be entitled to the Servicing Fees and all fees relating to the Mortgage Loans or
the Companion Loans which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder,
including but not limited to any income or other benefit from any Permitted Investment pursuant to Section 3.06, and
subject to Section 3.11, and the Trustee as successor to such Special Servicer shall be entitled to the Special Servicing
Fees to which such Special Servicer would have been entitled if the applicable Special Servicer had continued to act hereunder.
Should the Trustee succeed to the capacity of the Master Servicer or such Special Servicer, as the case may be, the Trustee shall
be afforded the same standard of care and liability as the Master Servicer or such Special Servicer, as applicable, hereunder
notwithstanding anything in Section 8.01 to the contrary, but only with respect to actions taken by it in its role
as successor master servicer or successor special servicer, as the case may be, and not with respect to its role as Trustee hereunder.
Notwithstanding the above, the Trustee may, if it shall be unwilling to act as successor to the Master Servicer or the applicable
Special Servicer as applicable, or shall, if it is unable to so act, or if the Trustee is not approved as a servicer by each Rating
Agency, or if, prior to the occurrence and continuance of a Control Termination Event, the Directing Holder or the holders of
Voting Rights, as applicable, evidencing at least (a) 25% of the Voting Rights in the case of the Master Servicer, (b) 25% of
the Pooled Voting Rights in the case of the General Special Servicer and (c) 25% of the Voting Rights in the case of the Amazon
Seattle Special Servicer, so direct in writing to the Trustee, promptly appoint, or petition a court of competent jurisdiction
to appoint, any established mortgage loan servicing institution which meets the criteria set forth in Section 6.05
and otherwise herein, as the successor to the Master Servicer or that Special Servicer, as applicable, hereunder in the assumption
of all or any part of the responsibilities, duties or liabilities of the Master Servicer or such Special Servicer hereunder. No
appointment of a successor to the Master Servicer or such Special Servicer hereunder shall be effective until (i) the assumption
in writing by the successor to the Master Servicer or such Special Servicer of all its responsibilities, duties and liabilities
hereunder that arise thereafter, (ii) upon receipt of Rating Agency Confirmation from each Rating Agency and, with respect to
a Serviced Whole Loan, receipt of Companion Loan Rating Agency Confirmations from each Companion Loan Rating Agency, (iii) which
appointment has been approved (prior to the occurrence and continuance of a Control Termination Event) by the Directing Holder,
such approval not to be unreasonably withheld and (iv) the Certificate Administrator shall have filed any required Form 8-K
pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed with respect to any related
Companion Loan. Pending appointment of a successor to the Master Servicer or such Special Servicer hereunder, unless the Trustee
shall be prohibited by law from so acting, the Trustee shall act in such capacity as herein above provided. In connection with
such appointment and assumption of a successor to the Master Servicer or such Special Servicer as described herein, the Trustee
may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans and the Trust Subordinate
Companion Loans as it and such successor shall agree; provided, however, that no such compensation with respect to a successor
master servicer or successor special servicer, as the case may be, shall be in excess of that permitted the terminated Master
Servicer or Special Servicer, as the case may be, hereunder. The Trustee, the Master Servicer or the applicable


 



    -456-


     


    

 


 Special Servicer
(whichever is not the terminated party) and such successor shall take applicable action, consistent with this Agreement, as shall
be necessary to effectuate any such succession. Any costs and expenses associated with the transfer of the servicing function
(other than with respect to a termination without cause) under this Agreement shall be borne by the predecessor Master Servicer
or Special Servicer, as applicable. If such predecessor Master Servicer or Special Servicer (as the case may be) has not reimbursed
the party requesting such termination or the successor Master Servicer or Special Servicer for such expenses within ninety (90) days
after the presentation of reasonable documentation, such expense shall be reimbursed by the Trust; provided that the terminated
Master Servicer or Special Servicer shall not thereby be relieved of its liability for such expenses. If and to the extent that
the terminated Master Servicer or Special Servicer has not reimbursed such costs and expenses, the party requesting such termination
shall have an affirmative obligation to take all reasonable actions to collect such expenses on behalf of the Trust. In the event
of a termination without cause, such costs and expenses shall be borne by the party requesting such termination, or as otherwise
set forth herein; provided that the Certificate Administrator and the Trustee shall not bear any such costs and expenses. For
the avoidance of doubt, if the Trustee is terminating the Master Servicer or the applicable Special Servicer in accordance with
this Agreement at the direction of any party or parties permitted to direct the Trustee to so terminate the Master Servicer or
such Special Servicer pursuant to this Agreement, the Trustee shall not have any liability for such expenses pursuant to this
paragraph.


 


Section 7.03         
Notification to Certificateholders and Pooled RR Interest Owner. (a)  Upon
any resignation of the Master Servicer or a Special Servicer pursuant to Section 6.05, any termination of the Master
Servicer or a Special Servicer pursuant to Section 7.01 or any appointment of a successor to the Master Servicer or
a Special Servicer pursuant to Section 7.02, the Certificate Administrator shall give prompt written notice thereof
to Certificateholders and the Pooled RR Interest Owner at their respective addresses appearing in the Certificate Register (in
the case of the Certificateholders) or, in the case of the Pooled RR Interest Owner, as identified to the Certificate Administrator.


 


(b)              
Not later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice or lapse of
time or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate Administrator would be
deemed to have notice of the occurrence of such an event in accordance with Section 8.02(vii), the Certificate Administrator
shall transmit by mail to the Depositor and all Certificateholders and the Pooled RR Interest Owner (and, if a Serviced Whole
Loan is affected, the related Serviced Companion Noteholder) notice of such occurrence, unless such default shall have been cured.


 


Section 7.04         
Waiver of Servicer Termination Events. A Servicer Termination Event may be waived by Certificateholders evidencing not
less than 66-2/3% of the aggregate Voting Rights of the Certificates (and, if such Servicer Termination Event is on the part of
the applicable Special Servicer with respect to a Serviced Whole Loan only, by the related Serviced Companion Noteholder). Notwithstanding
the foregoing, (1) a Servicer Termination Event under clause (i) and clause (ii) of Section 7.01(a)
may be waived only with the consent of all of the Certificateholders of the affected Classes and any Serviced Companion Noteholder
affected by such Servicer Termination Event, and (2) a Servicer Termination Event under clause (iii) or clause (xii)
of Section 7.01(a) related to Exchange Act reporting may be waived only with the consent of the Depositor and any
Serviced Companion Noteholder affected by such Servicer


 



    -457-


     


    

 


Termination Event. Upon any such waiver of a Servicer Termination Event,
such Servicer Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon
any such waiver of a Servicer Termination Event by Certificateholders, the Trustee and the Certificate Administrator shall be
entitled to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to such Servicer
Termination Event prior to such waiver from the Trust. No such waiver shall extend to any subsequent or other Servicer Termination
Event or impair any right consequent thereon except to the extent expressly so waived. Notwithstanding any other provisions of
this Agreement, for purposes of waiving any Servicer Termination Event pursuant to this Section 7.04, any Certificates
registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect
to the matters described above as they would if any other Person held such Certificates.


 


Section 7.05         
Trustee as Maker of Advances. In the event that the Master Servicer fails to fulfill its obligations hereunder to make
any Advances and such failure remains uncured, the Trustee shall perform such obligations (x) within five (5) Business Days
following such failure by the Master Servicer with respect to Property Protection Advances resulting in a Servicer Termination
Event under Section 7.01(a)(iii) hereof to the extent a Responsible Officer of the Trustee has actual knowledge of
such failure with respect to such Property Protection Advances and (y) by noon, New York City time, on the related Distribution
Date with respect to P&I Advances pursuant to the Certificate Administrator’s notice of failure pursuant to Section 4.03(a)
unless such failure has been cured. With respect to any such Advance made by the Trustee, the Trustee shall succeed to all
of the Master Servicer’s rights with respect to Advances hereunder, including, without limitation, the Master Servicer’s
rights of reimbursement and interest on each Advance at the Reimbursement Rate, and rights to determine that a proposed Advance
is a Nonrecoverable P&I Advance or Property Protection Advance, as the case may be, (without regard to any impairment of any
such rights of reimbursement caused by such Master Servicer’s default in its obligations hereunder); provided, however,
that if Advances made by the Trustee and the Master Servicer shall at any time be outstanding, or any interest on any Advance
shall be accrued and unpaid, all amounts available to repay such Advances and the interest thereon hereunder shall be applied
entirely to the Advances outstanding to the Trustee, until such Advances shall have been repaid in full, together with all interest
accrued thereon, prior to reimbursement of the Master Servicer for such Advances. The Trustee shall be entitled to conclusively
rely on any notice given with respect to a Nonrecoverable Advance hereunder.


 


ARTICLE
VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section 8.01         
Duties of the Trustee and the Certificate Administrator. (a)  The
Trustee and the Certificate Administrator, prior to the occurrence of a Servicer Termination Event and after the curing or waiving
of all Servicer Termination Events which may have occurred, undertake to perform such duties and only such duties as are specifically
set forth in this Agreement. If a Servicer Termination Event occurs and is continuing, the Trustee shall exercise such of the
rights and powers vested in it by this Agreement, and use the same degree of


 



    -458-


     


    

 


care and skill in their exercise as a prudent person
would exercise or use under the circumstances in the conduct of his own affairs. Any permissive right of the Trustee and the Certificate
Administrator contained in this Agreement shall not be construed as a duty.


 


(b)              
The Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required to be furnished
to the Trustee or the Certificate Administrator pursuant to any provision of this Agreement (other than the Mortgage Files, the
review of which is specifically governed by the terms of ARTICLE II), shall examine them to determine whether they conform
to the requirements of this Agreement. If any such instrument is found not to conform to the requirements of this Agreement in
a material manner, the Trustee or the Certificate Administrator shall notify the party providing such instrument and requesting
the correction thereof. The Trustee or the Certificate Administrator shall not be responsible for the accuracy or content of any
resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the Master
Servicer or a Special Servicer or another Person, and accepted by the Trustee or the Certificate Administrator in good faith,
pursuant to this Agreement.


 


(c)              
No provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its
own negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however,
that:


 


(i)         
Prior to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which may
have occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the express
provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and the Certificate Administrator and, in the absence of bad faith on the part of the
Trustee and the Certificate Administrator, the Trustee and the Certificate Administrator may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee
or the Certificate Administrator and conforming to the requirements of this Agreement;


 


(ii)        
Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in good faith
by a Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it shall
be proved that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts;
and


 


(iii)       
Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken, suffered
or omitted to be taken by it in good faith in accordance with the direction of Certificateholders evidencing not less than 25%
of the Voting Rights entitled to direct the Trustee and/or Certificate Administrator pursuant to the terms of this Agreement,
relating to the time, method and place of


 



    -459-


     


    

 


conducting any proceeding for any remedy available to the Trustee or the Certificate
Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement
(unless a higher percentage of Voting Rights is required for such action).


 


(d)              
The Certificate Administrator shall make available via its internet website initially located at www.ctslink.com to the Serviced
Companion Noteholders all reports that the Certificate Administrator has made available to Certificateholders and the Pooled RR
Interest Owner under this Agreement to the extent such reports relate to the related Serviced Companion Loan and upon the submission
of an Investor Certification pursuant to this Agreement.


 


Section 8.02         
Certain Matters Affecting the Trustee and the Certificate Administrator. Except as otherwise provided in Section 8.01:


 


(i)         
The Trustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any
resolution, Officer’s Certificate, direction of the Depositor, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, Appraisal, bond or other paper or document reasonably believed by
it to be genuine and to have been signed or presented by the proper party or parties;


 


(ii)         
The Trustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of Counsel
shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder
in good faith and in accordance therewith;


 


(iii)        Neither the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested
in it by this Agreement, the Certificates or the Pooled RR Interest or to make any investigation of matters arising hereunder
or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of
the Certificateholders or the Pooled RR Interest Owner, pursuant to the provisions of this Agreement, unless such Certificateholders
or the Pooled RR Interest Owner shall have offered to the Trustee or the Certificate Administrator, as applicable, reasonable
security or indemnity satisfactory to it, against the costs, expenses and liabilities which may be incurred therein or thereby;
neither the Trustee nor the Certificate Administrator shall be required to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or reasonable indemnity satisfactory to it against such
risk or liability is not reasonably assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation,
upon the occurrence of a Servicer Termination Event which has not been cured, to exercise such of the rights and powers vested
in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use
under the circumstances in the conduct of his own affairs;


 






    -460-


     


    

 


(iv)        Neither the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted by
it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 


(v)         
Prior to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events which
may have occurred, neither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing to do so by Certificateholders entitled to more than 50% of the Voting
Rights; provided, however, that if the payment within a reasonable time to the Trustee or the Certificate Administrator
of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the
Trustee or the Certificate Administrator, respectively, not reasonably assured to the Trustee or the Certificate Administrator
by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator, respectively, may
require reasonable indemnity satisfactory to it from such requesting Holders against such expense or liability as a condition
to taking any such action. The reasonable expense of every such reasonable examination shall be paid by the requesting Holders;


 


(vi)        The Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents, affiliates or attorneys; provided, however, that the appointment of such
agents, affiliates or attorneys shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder;
provided, further, that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties
hereunder through any Person that is a Prohibited Party;


 


(vii)       For all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be deemed to have notice of
any Servicer Termination Event or Asset Representations Reviewer Termination Event or any act, failure or breach of any Person
upon the occurrence of which the Trustee or the Certificate Administrator may be required to act unless a Responsible Officer
of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or unless written notice of any event,
act, failure or breach that is in fact such a default is received by the Trustee or the Certificate Administrator at the respective
Corporate Trust Office, and such notice references the Certificates, the Pooled RR Interest or this Agreement;


 


(viii)      Neither the Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master Servicer or a
Special Servicer (unless the Trustee is acting as Master Servicer or a Special Servicer, as the case may be, in which case the
Trustee shall only be responsible for its own actions as Master Servicer or a Special Servicer), the Operating Advisor, the Asset
Representations Reviewer or of the Depositor;


 






    -461-


     


    

 


(ix)         Neither the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust Fund
unless it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s, as
applicable, negligence or willful misconduct was the primary cause of such insufficiency;


 


(x)         
In no event shall the Certificate Administrator or Trustee be liable for any failure or delay in the performance of its obligations
hereunder because of circumstances beyond the Certificate Administrator’s or Trustee’s control, including, but not
limited to force majeure or acts of God;


 


(xi)        
Except as otherwise expressly set forth in this Agreement, Wells Fargo Bank, National Association acting in any particular capacity
hereunder will not be deemed to be imputed with knowledge of (a) Wells Fargo Bank, National Association, acting in a capacity
that is unrelated to the transactions contemplated by this Agreement, or (b) Wells Fargo Bank, National Association, acting in
any other capacity hereunder, except, in the case of either clause (a) or clause (b), where some or all of the obligations
performed in such capacities are performed by one or more employees within the same group or division of Wells Fargo Bank, National
Association, or where the groups or divisions responsible for performing the obligations in such capacities have one or more of
the same Responsible Officers; provided, however, the knowledge of employees performing special servicing functions
shall not be imputed to employees performing master servicing functions, and the knowledge of employees performing master servicing
functions shall not be imputed to employees performing special servicing functions;


 


(xii)        Nothing herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable
law; and


 


(xiii)       Nothing herein shall be construed as an obligation of the parties to this Agreement to advise the Certificateholders or the Pooled
RR Interest Owner with respect to their rights and protections relative to the Trust.


 


Each
of the Trustee and the Certificate Administrator shall be entitled to all of the same rights, protections, immunities and indemnities
afforded to it as Trustee and Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (including,
without limitation, as Custodian, Certificate Registrar, 17g-5 Information Provider and Authenticating Agent).


 


Section 8.03         
Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates, Pooled RR Interest, Mortgage
Loans or the Trust Subordinate Companion Loans. The recitals contained herein and in the Certificates, other than the acknowledgments
of the Trustee or the Certificate Administrator in Sections  2.02 and 2.04 and the signature, if any, of the Certificate
Registrar and Authenticating Agent set forth on any outstanding Certificate, shall be taken as the statements of the Depositor,
the Master Servicer or the applicable Special Servicer, as the case may be, and the Trustee or the Certificate Administrator assume
no responsibility for their correctness. Neither the Trustee nor the Certificate Administrator makes any representations as to
the validity or sufficiency of this Agreement or of any Certificate (other than as to the signature, if any, of the Trustee or
the


 



    -462-


     


    

 


Certificate Administrator set forth thereon) or of the Pooled RR Interest, any Mortgage Loan or Trust Subordinate Companion
Loan or related document. Neither the Trustee nor the Certificate Administrator shall be accountable for the use or application
by the Depositor or the Sponsors of any of the Certificates issued to it or of the proceeds of such Certificates or of the Pooled
RR Interest, or for the use or application of any funds paid to the Depositor in respect of the assignment of the Mortgage Loans
and the Trust Subordinate Companion Loan to the Trust, or any funds deposited in or withdrawn from the Collection Account or any
other account by or on behalf of the Depositor, the Master Servicer, the applicable Special Servicer or in the case of the Trustee,
the Certificate Administrator. The Trustee and the Certificate Administrator shall not be responsible for the accuracy or content
of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the
Master Servicer or the Special Servicers and accepted by the Trustee or the Certificate Administrator, in good faith, pursuant
to this Agreement.


 


Section 8.04         
Trustee or Certificate Administrator May Own Certificates. The Trustee or the Certificate Administrator, each in its individual
capacity, not as Trustee or Certificate Administrator, may become the owner or pledgee of Certificates, and may deal with the
Depositor, the Master Servicer, any Special Servicer or the Underwriters in banking transactions, with the same rights it would
have if it were not Trustee or the Certificate Administrator.


 


Section 8.05         
Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator. (a)  As
compensation for the performance of their respective duties hereunder, the Trustee will be paid the Trustee Fee, which shall cover
recurring and otherwise reasonably anticipated expenses of the Trustee, and the Certificate Administrator will be paid the Certificate
Administrator/Trustee Fee equal to the Certificate Administrator’s portion of one month’s interest at the Certificate
Administrator/Trustee Fee Rate, which shall cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator.
The Trustee Fee and Certificate Administrator/Trustee Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan (or
Trust Subordinate Companion Loan-by-Trust Subordinate Companion Loan, if applicable) basis. As to each Mortgage Loan, Trust Subordinate
Companion Loan and REO Loan (other than the portion of an REO Loan related to any Companion Loan), the Certificate Administrator
shall pay to the Trustee monthly the Trustee Fee from the Certificate Administrator/Trustee Fee, which Certificate Administrator/Trustee
Fee shall accrue from time to time at the Certificate Administrator/Trustee Fee Rate and the Certificate Administrator/Trustee
Fee shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan or Trust Subordinate Companion Loan,
as applicable, and a 360-day year consisting of twelve 30-day months. The Trustee Fee (which shall not be limited to any
provision of law in regard to the compensation of a trustee of an express trust) shall constitute the Trustee’s sole form
of compensation for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance
of any of the powers, rights and duties of the Trustee hereunder, except for the reimbursement of expenses specifically provided
for herein. The Certificate Administrator/Trustee Fee shall constitute the Certificate Administrator’s sole form of compensation
for the exercise and performance of its powers and duties hereunder, except for the reimbursement of expenses specifically provided
for herein. No Trustee Fee or Certificate Administrator/Trustee Fee shall be payable with respect to any Companion Loan.


 






    -463-


     


    

 


(b)              
The Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity)
and any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall
be entitled to be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection Account or
the Lower-Tier REMIC Distribution Account, the SOMA Teleco Office Trust Subordinate Companion Loan REMIC Distribution Account
or the Amazon Seattle Trust Subordinate Companion Loan REMIC Distribution Account, as applicable, from time to time) against any
loss, liability or expense (including, without limitation, costs and expenses of litigation, and of investigation, counsel fees,
damages, judgments and amounts paid in settlement, and expenses incurred in becoming successor master servicer or successor special
servicer, to the extent not otherwise paid hereunder) arising out of, or incurred in connection with, any act or omission of the
Trustee or the Certificate Administrator, respectively, relating to the exercise and performance of any of the powers and duties
of the Trustee or the Certificate Administrator, respectively, hereunder; provided, however, that none of the Trustee
or the Certificate Administrator, nor any of the other above specified Persons shall be entitled to indemnification pursuant to
this Section 8.05(b) for (i) allocable overhead, (ii) expenses or disbursements incurred or made by or on
behalf of the Trustee or the Certificate Administrator, respectively, in the normal course of the Trustee or the Certificate Administrator,
respectively, performing its duties in accordance with any of the provisions hereof, which are not “unanticipated expenses
incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense
or liability specifically required to be borne thereby pursuant to the terms hereof or (iv) any loss, liability or expense
incurred by reason of willful misconduct, bad faith or negligence in the performance of the Trustee’s or the Certificate
Administrator’s, respectively, obligations and duties hereunder, or by reason of negligent disregard of such obligations
or duties, or as may arise from a breach of any representation or warranty of the Trustee specified in Section 8.12
or the Certificate Administrator specified in Section 8.14, respectively, made herein. The provisions of this Section 8.05(b)
shall survive the termination of this Agreement and any resignation or removal of the Trustee or the Certificate Administrator,
respectively, and appointment of a successor thereto. The foregoing indemnity shall also apply to the Certificate Administrator
in its capacities of Custodian, Certificate Registrar and Authenticating Agent.


 


(c)              
The Certificate Administrator shall indemnify and hold harmless the Depositor and the Mortgage Loan Sellers from and against any
claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and
expenses incurred by the Depositor, the Mortgage Loan Sellers or its Affiliates that arise out of or are based upon (i) a breach
by the Certificate Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate
Administrator is required to provide information to a Privileged Person that is an NRSRO, of its obligations under this Agreement
or (ii) negligence, bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity as 17g-5
Information Provider or in any other capacity in which the Certificate Administrator is required to provide information to a Privileged
Person that is an NRSRO, in the performance of such obligations or its negligent disregard of its obligations and duties under
this Agreement.


 


Section 8.06         
Eligibility Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator
hereunder shall at all times be, and shall


 



    -464-


     


    

 


resign if it fails to be, (i) a corporation, national bank, national banking association
or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under
such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital
and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of
the Trustee, shall not be an Affiliate of the Master Servicer or any Special Servicer (except during any period when the Trustee
is acting as, or has become successor to, the Master Servicer or any Special Servicer, as the case may be, pursuant to Section 7.02),
(ii) an institution insured by the Federal Deposit Insurance Corporation, (iii) an institution whose long-term senior unsecured
debt is rated at least “A” by Fitch, “A-” by S&P and, solely in the case of the Amazon Seattle Trust
Subordinate Companion Loan, “A” by DBR Morningstar; provided that the Trustee will not become ineligible to
serve based on a failure to satisfy such rating requirements as long as (a) it maintains a long-term unsecured debt rating of
no less than “A” by Fitch, “A-” by S&P and, solely in the case of the Amazon Seattle Trust Subordinate
Companion Loan, “A(low)” by DBRS Morningstar, (b) its short-term debt obligations have a short-term rating of not
less than “F1” by Fitch, “A-2” from S&P and, solely in the case of the Amazon Seattle Trust Subordinate
Companion Loan, “R-1(low)” by DBRS Morningstar (or such lower rating as is the subject of a Rating Agency Confirmation
by such Rating Agency) and (c) the Master Servicer maintains a rating of at least “A+” by Fitch, “A” by
S&P and, solely in the case of the Amazon Seattle Trust Subordinate Companion Loan, “A” by DBRS Morningstar, or
such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation; provided, further,
that if any such institution is not rated by DBRS Morningstar, it maintains an equivalent (or higher) rating by any two other
NRSROs (which may include S&P and/or Fitch) and (iv) an entity that is not a Prohibited Party.


 


If
such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06
the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be
its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business
from which the Certificate Administrator administers the Trust REMICs or in which the Trustee’s office is located is in
a state or local jurisdiction that imposes a tax on the Trust on the net income of a REMIC (other than a tax corresponding to
a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign
immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the
Trust or (iii) administer the Trust REMICs from a state and local jurisdiction that does not impose such a tax.


 


Section 8.07         
Resignation and Removal of the Trustee and Certificate Administrator. (a)  The
Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by giving thirty
(30) days’ prior written notice thereof to the Depositor, the Master Servicer, each Special Servicer, the Trustee or the
Certificate Administrator, as applicable, the Operating Advisor, the Asset Representations Reviewer, 17g-5 Information Provider
and to all Certificateholders and the Pooled RR Interest Owner. The Certificate Administrator shall post such notice to the Certificate
Administrator’s Website in accordance with Section 3.13(b) and provide notice of such event to the Master Servicer,
each Special Servicer, the Depositor and the 17g-5 Information Provider, which shall promptly post


 



    -465-


     


    

 


 such notice to the 17g-5
Information Provider’s Website in accordance with Section 3.13(c). Upon receiving such notice of resignation,
the Depositor shall use its reasonable best efforts to promptly appoint a successor trustee or certificate administrator by written
instrument, in duplicate, which instrument shall be delivered to the resigning Trustee or Certificate Administrator and to the
successor trustee or certificate administrator. A copy of such instrument shall be delivered to the Master Servicer, each Special
Servicer, the Certificateholders and the Pooled RR Interest Owner and the Trustee or Certificate Administrator, as applicable,
by the Depositor. If no successor trustee or certificate administrator shall have been so appointed and have accepted appointment
within one hundred and twenty (120) days after the giving of such notice of resignation, the resigning Trustee or Certificate
Administrator may petition any court of competent jurisdiction for the appointment of a successor trustee or certificate administrator,
as applicable, and any expenses associated with such petition shall be an expense of the Trust.


 


(b)              
If at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.06
(and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign after written request
therefor by the Depositor or the Master Servicer, or if at any time the Trustee or Certificate Administrator shall become incapable
of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of its
property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or
of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Certificate Administrator
(if different than the Trustee) shall fail (other than by reason of the failure of either the Master Servicer or the applicable
Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee’s
or Certificate Administrator’s, as applicable, reasonable control), to timely publish any report to be delivered, published
or otherwise made available by the Certificate Administrator pursuant to Section 4.02 and such failure shall continue
unremedied for a period of five (5) days, or if the Certificate Administrator fails to make distributions required pursuant to
Section 4.01 or Section 9.01, then the Depositor may remove the Trustee or Certificate Administrator,
as applicable, and appoint a successor trustee or certificate administrator reasonably acceptable to the Master Servicer, by written
instrument, in duplicate, which instrument shall be delivered to the Trustee or Certificate Administrator so removed and to the
successor trustee or certificate administrator in the case of the removal of the Trustee or Certificate Administrator. A copy
of such instrument shall be delivered to the Master Servicer, each Special Servicer and the Certificateholders and the Pooled
RR Interest Owner by the Depositor.


 


(c)              
The Certificateholders entitled to at least 50% of the Voting Rights may at any time upon thirty (30) days written notice, with
or without cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or certificate administrator
by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized,
one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee or Certificate
Administrator so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the
Depositor, each Special Servicer and the remaining Certificateholders and the Pooled RR Interest Owner by the Master Servicer.
In the event of any such termination without cause pursuant to this Section 8.07(c), the successor trustee or certificate
administrator, as applicable, shall be


 



    -466-


     


    

 


responsible for all costs and expenses necessary to effect the transfer of responsibilities
from its predecessor.


 


(d)              
Any resignation or removal of the Trustee, Custodian or Certificate Administrator and appointment of a successor trustee or certificate
administrator pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance
of appointment by the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate
Administrator shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K
filings have been completed with respect to any related Companion Loan. Except as provided in Section 8.07(a) to the
contrary, the Trustee, Custodian or Certificate Administrator shall be required to bear all reasonable out-of-pocket costs and
expenses of each other party to this Agreement, the Trust and each Rating Agency in connection with any removal for cause or resignation
of such Trustee, Custodian or Certificate Administrator.


 


If
the same party is acting as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party
in its capacity as Trustee or Certificate Administrator, as applicable, shall also result in such party’s removal in its
capacity as Trustee or Certificate Administrator, as applicable, and the Depositor shall appoint a successor certificate administrator
and a successor trustee, in each instance meeting the eligibility requirements set forth hereunder.


 


Upon
any succession of the Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator
shall be entitled to the payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for
services rendered and expenses incurred (including without limitation, unreimbursed Advances). No Trustee or Certificate Administrator
shall be personally liable for any action or omission of any successor trustee or certificate administrator.


 


(e)              
Upon the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the
termination of the Trustee, (a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note for each
Mortgage Loan (and each Trust Subordinate Companion Loan, if applicable) (to the extent that the original executed Mortgage Note
for each Mortgage Loan (and each Trust Subordinate Companion Loan, if applicable) was endorsed to the outgoing trustee), without
recourse, representation or warranty, express or implied, to the order of the successor, as trustee for 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 (ii) in the case of the other assignable Mortgage Loan documents (to the extent such other Mortgage
Loan documents were assigned to the outgoing trustee), assign such Mortgage Loan documents to such successor, and such successor
shall review the documents delivered to it or to the Custodian with respect to each Mortgage Loan (and each Trust Subordinate
Companion Loan, if applicable), and certify in writing that, as to each Mortgage Loan (and the Trust Subordinate Companion Loan,
if applicable), and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment
has been made; (b) if any original executed Mortgage Note for a Mortgage Loan (and a Trust Subordinate Companion Loan, if
applicable) was not endorsed to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver
such


 



    -467-


     


    

 


Mortgage Note to the Depositor or the successor trustee, as requested, and the Master Servicer and the Depositor shall cooperate
with any successor Trustee to ensure that such Mortgage Note is endorsed (without recourse, representation or warranty, express
or implied) to the order of the successor, as trustee for 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; provided, however,
that, notwithstanding anything to the contrary herein, to the extent any such endorsement of such Mortgage Note requires the signature
of the related Mortgage Loan Seller in order to comply with the foregoing, then the Master Servicer shall use reasonable efforts
to cause the related Mortgage Loan Seller to execute such endorsement; (c) if any other assignable Mortgage Loan or Trust
Subordinate Companion Loan document was not assigned to the outgoing trustee, the Custodian shall, upon its receipt of a Request
for Release, deliver such Mortgage Loan or Trust Subordinate Companion Loan document to the Depositor or the successor trustee,
as requested, and the Master Servicer and the Depositor shall cooperate with any successor Trustee to ensure that such Mortgage
Loan or Trust Subordinate Companion Loan document is assigned to such successor Trustee; and (d) in any case, such successor
Trustee shall review the documents delivered to it or to the Custodian with respect to each Mortgage Loan (and each Trust Subordinate
Companion Loan, if applicable), and certify in writing that, as to each Mortgage Loan (and each Trust Subordinate Companion Loan,
if applicable) then subject to this Agreement, such endorsements and assignments have been made or, in the event such endorsement
or assignment cannot be made for any reason, to note the same in such certification.


 


(f)               
Neither the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.


 


Section 8.08         
Successor Trustee or Certificate Administrator. (a)  Any
successor trustee or certificate administrator appointed as provided in Section 8.07 shall execute, acknowledge and
deliver to the Depositor, the Master Servicer, each Special Servicer and to its predecessor Trustee or Certificate Administrator
an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate
Administrator shall become effective and such successor trustee or certificate administrator without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the
like effect as if originally named as Trustee or Certificate Administrator herein. The predecessor Trustee shall deliver to the
successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files
at the time held on its behalf by a Custodian, which Custodian, at Custodian’s option shall become the agent of the successor
trustee), and the Depositor, the Master Servicer, the applicable Special Servicer and the predecessor Trustee shall execute and
deliver such instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in
the successor trustee all such rights, powers, duties and obligations, and to enable the successor trustee to perform its obligations
hereunder.


 


(b)              
No successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this Section 8.08
unless at the time of such acceptance such successor trustee or successor certificate administrator, as applicable, shall
be eligible under the provisions of Section 8.06.


 






    -468-


     


    

 


(c)              
Upon acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08,
the Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable, to the
Depositor and the Certificateholders and the Pooled RR Interest Owner. If the Master Servicer fails to deliver such notice within
ten (10) days after acceptance of appointment by the successor trustee or successor certificate administrator, as applicable,
such successor trustee or successor certificate administrator shall cause such notice to be delivered at the expense of the Master
Servicer.


 


Section 8.09         
Merger or Consolidation of Trustee or Certificate Administrator. Any Person into which the Trustee or the Certificate Administrator
may be merged or converted or with which it may be consolidated or any Person resulting from any merger, conversion or consolidation
to which the Trustee or the Certificate Administrator shall be a party, or any Person succeeding to all or substantially all of
the corporate trust business of the Trustee or the Certificate Administrator shall be the successor of the Trustee or the Certificate
Administrator, as applicable, hereunder; provided that, in the case of the Trustee, such successor Person shall be eligible under
the provisions of Section 8.06, without the execution or filing of any paper or any further act on the part of any
of the parties hereto, anything herein to the contrary notwithstanding. The Certificate Administrator shall post such notice to
the Certificate Administrator’s Website in accordance with Section 3.13(b) and shall provide notice of such
event to the Master Servicer, each Special Servicer, the Depositor and the 17g-5 Information Provider, which shall post such
notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Section 8.10         
Appointment of Co-Trustee or Separate Trustee. (a)  Notwithstanding
any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the Master Servicer and the Trustee acting jointly
shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act
as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of
the Trust Fund, and to vest in such Person or Persons, in such capacity, such title to the Trust, or any part thereof, and, subject
to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within fifteen
(15) days after the receipt by it of a request to do so, or in case a Servicer Termination Event shall have occurred and be continuing,
the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required
to meet the terms of eligibility as a successor trustee under Section 8.06 hereunder and no notice to Holders of Certificates
or the Pooled RR Interest Owner of the appointment of a co-trustee(s) or separate trustee(s) shall be required under Section 8.08
hereof. All co-trustee fees shall be payable out of the Trust Fund.


 


(b)              
In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights,
powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed
by the Trustee and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer or
a Special Servicer hereunder), the Trustee shall be


 



    -469-


     


    

 


incompetent or unqualified to perform such act or acts, in which event such
rights, powers, duties and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate trustee or co-trustee at the direction of the Trustee.


 


(c)               
Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then-separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee
shall refer to this Agreement and the conditions of this ARTICLE VIII. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either
jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically
including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to,
the Trustee. Every such instrument shall be filed with the Trustee.


 


(d)              
Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full
power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf
and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by
law, without the appointment of a new or successor trustee.


 


(e)               
The appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its
duties and responsibilities hereunder.


 


Section 8.11         
Appointment of Custodians. The Certificate Administrator is hereby appointed as the Custodian to hold all or a portion
of the Mortgage Files. The Custodian shall be a depository institution subject to supervision by federal or state authority, shall
have combined capital and surplus of at least $15,000,000 and shall be qualified to do business in the jurisdiction in which it
holds any Mortgage File. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the
Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator.
Upon termination or resignation of the Custodian, the Certificate Administrator may appoint another Custodian meeting the foregoing
requirements. The appointment of one or more Custodians by the Certificate Administrator shall not relieve the Certificate Administrator
from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of
any Custodian other than the initial Custodian. Any Custodian appointed hereunder must maintain a fidelity bond and errors and
omissions policy in an amount customary for Custodians which serve in such capacity in commercial mortgage loan securitization
transactions, or may self-insure.


 


Section 8.12         
Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Depositor, the Master
Servicer, each Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced Companion Noteholder
and the Certificate Administrator for the benefit of the Certificateholders and the Pooled RR Interest Owner, as of the Closing
Date, that:


 






    -470-


     


    

 


(i)         
The Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United
States of America;


 


(ii)        
The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement
by the Trustee, will not violate the Trustee’s charter and by-laws or constitute a default (or an event which, with
notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other
instrument to which it is a party or that is applicable to it or any of its assets;


 


(iii)        The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has
duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(iv)       
This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally
and the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless
of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)         The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the
terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order,
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee’s
good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations
under this Agreement;


 


(vi)        No litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit
the Trustee from entering into this Agreement or, in the Trustee’s good faith and reasonable judgment, is likely to materially
and adversely affect the ability of the Trustee to perform its obligations under this Agreement;


 


(vii)       No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery
and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated
by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained
prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have
a materially adverse effect on the ability of the Trustee to perform its obligations hereunder; and


 






    -471-


     


    

 


(viii)      to its actual knowledge, the Trustee is not Risk Retention Affiliated with the Amazon Seattle Retaining Third-Party Purchaser.


 


Section 8.13         
Provision of Information to Certificate Administrator, Master Servicer and Special Servicers. The Master Servicer shall
promptly, upon request, provide the applicable Special Servicer and the Certificate Administrator with notice of any change in
the identity and/or contact information of any Serviced Companion Noteholder (to the extent it receives written notice of such
change). The Certificate Administrator, Master Servicer and the Special Servicers may each conclusively rely on the information
provided to them regarding identity and/or contact information regarding any Serviced Companion Noteholder, and the Certificate
Administrator, Master Servicer and the Special Servicers, as applicable, shall have no liability for notices not sent to the correct
Serviced Companion Noteholders or any obligation to determine the identity and/or contact information of the Serviced Companion
Noteholders to the extent updated or correct information regarding the holders of any of the Serviced Companion Noteholders or
the most recent identity and/or contact information regarding any of the Serviced Companion Noteholders has not been provided
to the Certificate Administrator, Master Servicer or the Special Servicers, as applicable.


 


The
Certificate Administrator shall promptly notify the Master Servicer, the applicable Special Servicer and the Operating Advisor
of any change in the identity and/or contact information of the SOMA Teleco Office Loan-Specific Directing Holder (to the extent
it receives written notice of such change). The Master Servicer, the applicable Special Servicer and the Operating Advisor may
each conclusively rely on the information provided to them by the Certificate Administrator regarding identity and/or contact
information regarding the SOMA Teleco Office Loan-Specific Directing Holder unless the Master Servicer, the applicable Special
Servicer or the Operating Advisor, as applicable, obtains written notice of the correct identity and/or contact information for
the SOMA Teleco Office Loan-Specific Directing Holder and the Master Servicer, the applicable Special Servicer and the Operating
Advisor, as applicable, shall have no liability for notices not sent to the SOMA Teleco Office Loan-Specific Directing Holder
or any obligation to determine the identity and/or contact information of the SOMA Teleco Office Loan-Specific Directing Holder
to the extent the Certificate Administrator has not provided updated or correct information regarding the SOMA Teleco Office Loan-Specific
Directing Holder or has not provided the most recent identity and/or contact information regarding the SOMA Teleco Office Loan-Specific
Directing Holder to the Master Servicer, the applicable Special Servicer or the Operating Advisor, as applicable.


 


The
Certificate Administrator shall promptly notify the Master Servicer, the applicable Special Servicer and the Operating Advisor
of any change in the identity and/or contact information of the Amazon Seattle Loan-Specific Directing Holder (to the extent it
receives written notice of such change). The Master Servicer, the applicable Special Servicer and the Operating Advisor may each
conclusively rely on the information provided to them by the Certificate Administrator regarding identity and/or contact information
regarding the Amazon Seattle Loan-Specific Directing Holder unless the Master Servicer, the applicable Special Servicer or the
Operating Advisor, as applicable, obtains written notice of the correct identity and/or contact information for the Amazon Seattle
Loan-Specific Directing Holder and the Master Servicer, the applicable Special Servicer and the Operating Advisor, as applicable,
shall have no liability for notices not sent to the Amazon Seattle Loan-Specific Directing Holder or


 



    -472-


     


    

 


any obligation to determine
the identity and/or contact information of the Amazon Seattle Loan-Specific Directing Holder to the extent the Certificate Administrator
has not provided updated or correct information regarding the Amazon Seattle Loan-Specific Directing Holder or has not provided
the most recent identity and/or contact information regarding the Amazon Seattle Loan-Specific Directing Holder to the Master
Servicer, the applicable Special Servicer or the Operating Advisor, as applicable.


 


Section 8.14         
Representations and Warranties of the Certificate Administrator. The Certificate Administrator hereby represents and warrants
to the Depositor, the Master Servicer, each Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each
Serviced Companion Noteholder, and the Trustee, for the benefit of the Certificateholders and the Pooled RR Interest Owner, as
of the Closing Date, that:


 


(i)         
The Certificate Administrator is a national banking association duly organized under the laws of the United States of America,
duly organized, validly existing and in good standing under the laws thereof;


 


(ii)        
The execution and delivery of this Agreement by the Certificate Administrator, and the performance and compliance with the terms
of this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s charter and by-laws
or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result
in the breach of, any material agreement or other instrument to which it is a party or that is applicable to it or any of its
assets;


 


(iii)        The Certificate Administrator has the full power and authority to enter into and consummate all transactions contemplated by this
Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)        This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance with
the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors’ rights generally and the rights of creditors of national banking associations specifically and
(b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)       
The Certificate Administrator is not in violation of, and its execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter,
or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the
Certificate Administrator’s good faith and reasonable judgment, is likely to affect materially and adversely either the
ability of the Certificate Administrator to perform its obligations under this Agreement or the financial condition of the Certificate
Administrator;


 






    -473-


     


    

 


(vi)        No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate
Administrator which would prohibit the Certificate Administrator from entering into this Agreement or, in the Certificate Administrator’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Certificate Administrator
to perform its obligations under this Agreement or the financial condition of the Certificate Administrator;


 


(vii)       No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery
and performance by the Certificate Administrator, or compliance by the Certificate Administrator with, this Agreement or the consummation
of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been
obtained or cannot be obtained prior to the actual performance by the Certificate Administrator of its obligations under this
Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Certificate Administrator
to perform its obligations hereunder; and


 


(viii)      
to its actual knowledge, the Certificate Administrator is not Risk Retention Affiliated with the Amazon Seattle Retaining Third-Party
Purchaser.


 


Section 8.15         
Compliance with the PATRIOT Act. In order to comply with the laws, rules, regulations and executive orders in effect from
time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering
(“Applicable Laws”), each of the Trustee, the Certificate Administrator, the Special Servicers and the Master
Servicer is required to obtain, verify and record certain information relating to individuals and entities which maintain a business
relationship with the Trustee, the Certificate Administrator, the Special Servicers or the Master Servicer, as applicable. Accordingly,
each of the parties to this Agreement agrees to provide to the Trustee, the Certificate Administrator, each Special Servicer and
the Master Servicer, upon its respective reasonable request from time to time such identifying information and documentation as
may be available for such party in order to enable the Trustee, the Certificate Administrator, each Special Servicer and the Master
Servicer to comply with Applicable Laws.


 


ARTICLE
IX



TERMINATION


 


Section 9.01         
Termination upon Repurchase or Liquidation of All Mortgage Loans. Subject to this Section 9.01 and Section 9.02,
the Trust and the respective obligations and responsibilities under this Agreement of the Certificate Administrator (other than
the obligations of the Certificate Administrator to provide for and make payments to Certificateholders as hereafter set forth),
the Depositor, the Master Servicer, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer and the Trustee,
shall terminate upon payment (or provision for payment) to the Certificateholders of all amounts held by the Certificate Administrator
and required hereunder to be so paid on the Distribution Date following the earlier to occur of (i) the final payment (or
related Advance) or other liquidation of the last Mortgage Loan, Trust Subordinate Companion Loan and REO Property (as applicable)
subject hereto,


 



    -474-


     


    

 


(ii) the purchase or other liquidation by the Holders of the majority of the Controlling Class, the General
Special Servicer, the Master Servicer or the Holders of the Class R Certificates representing greater than 50% of the Percentage
Interest of such Class, in that order of priority, of all the Mortgage Loans, the Trust Subordinate Companion Loans and the Trust’s
portion of each REO Property, remaining in the Trust Fund at a price equal to (a) the sum of (1) the aggregate Purchase Price
of all the Mortgage Loans and the Trust Subordinate Companion Loans (exclusive of REO Loans) included in the Trust Fund, (2) the
Appraised Value of the Trust’s portion of each REO Property, if any, included in the Trust Fund (such Appraisals in clause (a)(2)
to be conducted by an Independent MAI-designated appraiser selected by the Master Servicer, and approved by more than 50%
of the Voting Rights then outstanding (other than the Controlling Class unless the Controlling Class is the only Class of Certificates
then outstanding)) (which approval shall be deemed given unless more than 50% of such Certificateholders object within twenty
(20) days of receipt of notice thereof), (3) the reasonable out-of-pocket expenses of the Master Servicer with respect
to such termination, unless the Master Servicer is the purchaser of such Mortgage Loans or Trust Subordinate Companion Loan and
(4) if a Mortgaged Property secures a Non-Serviced Mortgage Loan and is an “REO property” under the terms of the related
Non-Serviced Pooling Agreement, the pro rata portion of the fair market value of the related Mortgaged Property, as determined
by the related Non-Serviced Master Servicer in accordance with clause (2) above, minus (b) solely in the case
where the Master Servicer is exercising such purchase right, the aggregate amount of unreimbursed Advances, together with any
interest accrued and payable to the Master Servicer in respect of such Advances in accordance with Sections  3.03(d) and
4.03(d) and any unpaid Servicing Fees, remaining outstanding and payable solely to the Master Servicer (which items shall be deemed
to have been paid or reimbursed to the Master Servicer in connection with such purchase) or (iii) so long as 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 are no longer outstanding and the Notional Amounts of the Class X-A, Class X-B
and Class X-D Certificates have been reduced to zero, the voluntary exchange by the Sole Owner of all the outstanding Certificates
(other than Class S and Class R Certificates) and the Pooled RR Interest for the remaining Mortgage Loans, Trust Subordinate
Companion Loan(s) and REO Properties in the Trust Fund pursuant to the terms of the immediately succeeding paragraph; provided,
however, that in no event shall the trust created hereby continue beyond the expiration of twenty-one (21) years from the
death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St.
James’s, living on the date hereof.


 


Following
the date on which 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 are retired and the Notional Amounts of the Class X-A,
Class X-B and Class X-D Certificates have been reduced to zero (and provided that there is only one Holder (or
multiple Holders acting in unanimity) of the then outstanding Certificates (other than the Class S Certificates and Class R
Certificates) and the Pooled RR Interest), the Sole Owner shall have the right, to exchange all of its Certificates (other than
the Class S Certificates and Class R Certificates) and the Pooled RR Interest for all of the Mortgage Loans, the Trust
Subordinate Companion Loans and each REO Property remaining in the Trust Fund; provided that the Master Servicer is paid
a fee equal to (i) the product of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then outstanding Certificates
(other than the Class X Certificates, the Class S Certificates and the Class R Certificates) as of the date of
the exchange and (z) three, divided by (ii) 360, as


 



    -475-


     


    

 


contemplated by clause (iii) of the first paragraph of this Section 9.01
by giving written notice to all the parties hereto no later than sixty (60) days prior to the anticipated date of exchange.
In the event that the Sole Owner elects to exchange all of its Certificates (other than the Class S Certificates and Class R
Certificates) for all of the Mortgage Loans, the Trust Subordinate Companion Loans and the Trust’s portion of each REO Property
remaining in the Trust in accordance with the preceding sentence, such Sole Owner, not later than the Distribution Date on which
the final distribution on the Certificates is to occur, shall deposit in the Collection Account an amount in immediately available
funds equal to all amounts due and owing to the Depositor, the Master Servicer, the Special Servicers, the Trustee and the Certificate
Administrator hereunder through the date of the liquidation of the Trust that may be withdrawn from the Collection Account, or
an escrow account acceptable to the respective parties hereto, pursuant to Section 3.05(a) or that may be withdrawn
from the Distribution Account pursuant to Section 3.05(a), but only to the extent that such amounts are not already
on deposit in the Collection Account. In addition, the Master Servicer shall transfer all amounts required to be transferred to
the Lower-Tier REMIC Distribution Account and Excess Interest Distribution Account on the Master Servicer Remittance Date
related to such Distribution Date in which the final distribution on the Certificates is to occur from the Collection Account
pursuant to the first paragraph of Section 3.04(b) (provided, however, that if a Serviced Whole Loan
is secured by REO Property, the portion of the above-described purchase price allocable to such Trust’s portion of REO
Property shall initially be deposited into the related REO Account). Upon confirmation that such final deposits have been made
and following the surrender of all its Certificates (other than the Class R and Class S Certificates) on the applicable
Distribution Date, the Custodian shall, upon receipt of a Request for Release from the Master Servicer, release or cause to be
released to the Sole Owner or any designee thereof, the Mortgage Files for the remaining Mortgage Loans and Trust Subordinate
Companion Loans and shall execute all assignments, endorsements and other instruments furnished to it by the Sole Owner as shall
be necessary to effectuate transfer of the Mortgage Loans, Trust Subordinate Companion Loans and REO Properties remaining in the
Trust Fund, and the Trust shall be liquidated in accordance with Section 9.02. Solely for federal income tax purposes,
the Sole Owner shall be deemed to have purchased the assets of the Lower-Tier REMIC for an amount equal to the remaining Certificate
Balance of the Principal Balance Certificates, plus accrued, unpaid interest with respect thereto, and the Certificate Administrator
shall credit such amounts against amounts distributable in respect of such Certificates and Related Lower-Tier Regular Interests.
If the SOMA Teleco Office Whole Loan (or any related REO Loan) is an asset of the Trust, (i) if the Mortgaged Property securing
the SOMA Teleco Office Whole Loan has become an REO Property, then the Sole Owner exercising the exchange described above, as
a prerequisite, shall designate a nominee to hold title to such REO Property on behalf of the purchaser and the holders of the
SOMA Teleco Office Loan-Specific Certificates and (ii) if the Mortgaged Property securing the SOMA Teleco Office Whole Loan
is not an REO Property, then the Custodian shall, upon receipt of a Request for Release from the Master Servicer, release or cause
to be released to the Sole Owner or any designee thereof, the Mortgage Note for the SOMA Teleco Office Trust Subordinate Companion
Loan, and shall execute all assignments, endorsements and other instruments furnished to it by the Sole Owner as shall be necessary
to effectuate transfer of such Mortgage Note and the SOMA Teleco Office Trust Subordinate Companion Loan REMIC shall be liquidated
in accordance with the procedures set forth in Section 9.02 and neither of the Master Servicer nor the applicable
Special Servicer shall have any further obligation to service


 



    -476-


     


    

 


the SOMA Teleco Office Trust Subordinate Companion Loan hereunder.
If the Amazon Seattle Whole Loan (or any related REO Loan) is an asset of the Trust, (i) if the Mortgaged Property securing
the Amazon Seattle Whole Loan has become an REO Property, then the Sole Owner exercising the exchange described above, as a prerequisite,
shall designate a nominee to hold title to such REO Property on behalf of the purchaser and the holders of the Amazon Seattle
Loan-Specific Certificates and (ii) if the Mortgaged Property securing the Amazon Seattle Whole Loan is not an REO Property,
then the Custodian shall, upon receipt of a Request for Release from the Master Servicer, release or cause to be released to the
Sole Owner or any designee thereof, the Mortgage Note for the Amazon Seattle Trust Subordinate Companion Loan, and shall execute
all assignments, endorsements and other instruments furnished to it by the Sole Owner as shall be necessary to effectuate transfer
of such Mortgage Note and the Amazon Seattle Trust Subordinate Companion Loan REMIC shall be liquidated in accordance with the
procedures set forth in Section 9.02 and neither of the Master Servicer nor the applicable Special Servicer shall
have any further obligation to service the Amazon Seattle Trust Subordinate Companion Loan hereunder. Solely for federal income
tax purposes, the Sole Certificateholder shall be deemed to have purchased the assets of each Serviced Loan REMIC and the Lower-Tier
REMIC for an amount equal to the remaining Certificate Balance of the Principal Balance Certificates (other than the Loan-Specific
Certificates), plus accrued, unpaid interest with respect thereto, and the Certificate Administrator shall credit such amounts
against amounts distributable in respect of such Certificates, the related Loan REMIC Regular Interest and Related Lower-Tier
Regular Interests.


 


The
obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the applicable Special Servicer,
the Trustee, the Certificate Administrator and the Companion Paying Agent shall terminate with respect to any Companion Loan to
the extent (i) its related Serviced Mortgage Loan has been paid in full or is no longer part of the Trust Fund and (ii) no
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.


 


The
Holders of the majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class R
Certificates representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their
option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any
related Mortgage Loan), the Trust Subordinate Companion Loans and the Trust’s portion of each REO Property remaining in
the Trust Fund as contemplated by clause (ii) of the first paragraph of this Section 9.01 by giving written
notice to the Trustee, the Certificate Administrator, and the other parties hereto no later than sixty (60) days prior to the
anticipated date of purchase; provided, however, that the Holders of the Controlling Class, the General Special
Servicer, the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans,
the Trust Subordinate Companion Loans and the Trust’s portion of each REO Property remaining in the Trust Fund only on or
after the first Distribution Date on which (A) the aggregate Stated Principal Balances of the Mortgage Loans and the portion of
any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set
forth in the Preliminary Statement (solely for the purposes of this calculation, if an ARD Loan is still an asset of the Trust
Fund and such right is being exercised after its respective Anticipated Repayment Date, then such Mortgage Loan will be excluded
from the then-aggregate Stated Principal Balance of the Mortgage Loans and from


 



    -477-


     


    

 


the aggregate Cut-off Date Principal Balance of
the Mortgage Loans). This purchase shall terminate the Trust and retire the then outstanding Certificates. If the SOMA Teleco
Office Whole Loan (or any related REO Loan) is an asset of the Trust, (i) if the Mortgaged Property securing the SOMA Teleco
Office Whole Loan, has become an REO Property, then the purchaser exercising the purchase option described above, as a prerequisite,
shall designate a nominee to hold title to such REO Property on behalf of the purchaser and the holders of the SOMA Teleco Office
Loan-Specific Certificates and (ii) if the Mortgaged Property securing the SOMA Teleco Office Whole Loan is not an REO Property,
then the Custodian shall, upon receipt of a Request for Release from the Master Servicer, release or cause to be released to the
SOMA Teleco Office Controlling Class Representative or any designee thereof, the Mortgage Note for the SOMA Teleco Office Trust
Subordinate Companion Loan, and shall execute all assignments, endorsements and other instruments furnished to it by the SOMA
Teleco Office Controlling Class Representative as shall be necessary to effectuate transfer of such Mortgage Note and the SOMA
Teleco Office Trust Subordinate Companion Loan REMIC shall be liquidated in accordance with the procedures set forth in Section 9.02.
If the Amazon Seattle Office Whole Loan (or any related REO Loan) is an asset of the Trust, (i) if the Mortgaged Property
securing the Amazon Seattle Whole Loan, has become an REO Property, then the purchaser exercising the purchase option described
above, as a prerequisite, shall designate a nominee to hold title to such REO Property on behalf of the purchaser and the holders
of the Amazon Seattle Loan-Specific Certificates and (ii) if the Mortgaged Property securing the Amazon Seattle Whole Loan
is not an REO Property, then the Custodian shall, upon receipt of a Request for Release from the Master Servicer, release or cause
to be released to the Amazon Seattle Controlling Class Representative or any designee thereof, the Mortgage Note for the Amazon
Seattle Trust Subordinate Companion Loan, and shall execute all assignments, endorsements and other instruments furnished to it
by the Amazon Seattle Controlling Class Representative as shall be necessary to effectuate transfer of such Mortgage Note and
the Amazon Seattle Trust Subordinate Companion Loan REMIC shall be liquidated in accordance with the procedures set forth in Section 9.02.
In the event that the Master Servicer or the General Special Servicer purchases, or the Holders of the majority of the Controlling
Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans, the Trust Subordinate Companion Loans
and the Trust’s portion of each REO Property remaining in the Trust Fund in accordance with the preceding sentence, the
Master Servicer, the General Special Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class R
Certificates, as applicable, shall deposit in the Lower-Tier REMIC Distribution Account not later than the Master Servicer
Remittance Date relating to the Distribution Date on which the final distribution on the Certificates is to occur, an amount in
immediately available funds equal to the above-described purchase price (exclusive of any portion thereof payable to any Person
other than the Certificateholders pursuant to Section 3.05(a), which portion shall be deposited in the Collection
Account). In addition, the Master Servicer shall transfer to the Lower-Tier REMIC Distribution Account all amounts required
to be transferred thereto on such Master Servicer Remittance Date from the Collection Account pursuant to the first paragraph
of Section 3.04(b), together with any other amounts on deposit in the Collection Account that would otherwise be held
for future distribution. Upon confirmation that such final deposits and payments have been made, the Custodian shall release or
cause to be released to the Master Servicer, the General Special Servicer, the Holders of the majority of the Controlling Class
or the Holders of the Class R Certificates, as applicable, the Mortgage Files for the remaining Mortgage Loans and


 



    -478-


     


    

 


Trust
Subordinate Companion Loans and shall execute all assignments, endorsements and other instruments furnished to it by the Master
Servicer, the applicable Special Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class R
Certificates, as applicable, as shall be necessary to effectuate transfer of the Mortgage Loans, Trust Subordinate Companion Loans
and REO Properties remaining in the Trust Fund.


 


For
purposes of this Section 9.01, the Holders of the majority of the Controlling Class shall have the first option to
terminate any Loan REMIC, the Upper-Tier REMIC and Lower-Tier REMIC, then the General Special Servicer then the Master
Servicer, and then the Holders of the Class R Certificates. For purposes of this Section 9.01, the Directing
Holder with the consent of the Holders of the Controlling Class, shall act on behalf of the Holders of the Controlling Class in
purchasing the assets of the Trust and terminating the Trust.


 


Notice
of any termination pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter
to the Certificateholders, each Loan-Specific Directing Holder, each Serviced Companion Noteholder and the 17g-5 Information
Provider in accordance with the provisions of Section 3.13(c) (who shall promptly post a copy of such additional notice
on the 17g-5 Information Provider’s Website in accordance with the provisions of Section 3.13(c)) and, if
not previously notified pursuant to this Section 9.01, to the other parties hereto mailed (a) in the event such
notice is given in connection with the purchase of all of the Mortgage Loans, the Trust Subordinate Companion Loans and each REO
Property remaining in the Trust Fund, not earlier than the 15th day and not later than the 25th day of the month next preceding
the month of the final distribution on the Certificates, or (b) otherwise during the month of such final distribution on
or before the P&I Advance Determination Date in such month, in each case specifying (i) the Distribution Date upon which
the Trust will terminate and final payment of the Certificates will be made, (ii) the amount of any such final payment and
(iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon
presentation and surrender of the Certificates at the offices of the Certificate Registrar or such other location therein designated.


 


After
transferring the Lower-Tier Distribution Amount, the SOMA Teleco Office Trust Subordinate Companion Loan REMIC Distribution
Amount and the Amazon Seattle Trust Subordinate Companion Loan REMIC Distribution Amount, as applicable, and the amount of any
Yield Maintenance Charges distributable to the Regular Certificates and the VRR Interest pursuant to Section 4.01(h)
to the Upper-Tier REMIC Distribution Account, in each case pursuant to Section 3.04(b), as applicable, and upon
presentation and surrender of the Certificates by the Certificateholders on the final Distribution Date, the Certificate Administrator
shall distribute to the Pooled RR Interest Owner and to each Certificateholder so presenting and surrendering its Certificates
(i) such Certificateholder’s Percentage Interest of, and the Pooled RR Interest Owner’s portion of that portion
of the amounts then on deposit in the Upper-Tier REMIC Distribution Account that are allocable to payments on the Pooled RR
Interest and the Class of Certificates so presented, (ii) to Holders of the Class S Certificates or Pooled RR Interest
so presented, the allocable amounts remaining on deposit in the Excess Interest Distribution Account, (iii) any remaining amounts
of Yield Maintenance Charges distributable to the Class X-D or Class ST-VR Certificates or the Pooled VRR Interest
pursuant to Section 4.01(h), and (iv) any remaining amount shall be distributed to the Class R Certificates in
respect of the Class LR Interest or the Class UR Interest, as applicable. Amounts transferred


 



    -479-


     


    

 


from the SOMA Teleco Office
Trust Subordinate Companion Loan REMIC Distribution Account, Amazon Seattle Trust Subordinate Companion Loan REMIC Distribution
Account or Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account as of the final Distribution
Date, shall be distributed in termination of the SOMA Teleco Office Trust Subordinate Companion Loan REMIC Regular Interests and
the Class ST-R Interest, the Amazon Seattle Trust Subordinate Companion Loan REMIC Regular Interests and the Class 300P-R
Interest, or the Lower-Tier Regular Interests and the Class LR Interest in accordance with Section 4.01(a), Section 4.01(b),
Section 4.01(c), Section 4.01(d), Section 4.01(e), Section 4.01(f), Section 4.01(g)
and Section 4.01(h), as applicable. Any funds not distributed on such Distribution Date shall be set aside and
held uninvested in trust for the benefit of the Certificateholders not presenting and surrendering their Certificates in the aforesaid
manner and shall be disposed of in accordance with this Section 9.01 and Section 4.01(k).


 


Each
Loan REMIC shall terminate as described above or as otherwise described in the related REMIC Declaration.


 


Section 9.02         
Additional Termination Requirements. (a)  In the event the
Master Servicer or the applicable Special Servicer purchases, or the Holders of the Controlling Class or the Holders of the Class R
Certificates purchase, all of the Mortgage Loans, the Trust Subordinate Companion Loans, the Pooled RR Interest and the Trust’s
portion of each REO Property remaining in the Trust Fund as provided in Section 9.01, or in the event Holders of the
SOMA Teleco Office Loan-Specific Certificates or the Amazon Seattle Loan-Specific Certificates, as applicable, exchange their
Certificates for the SOMA Teleco Office Trust Subordinate Companion Loan or the Amazon Seattle Trust Subordinate Companion Loan,
as applicable, the Upper-Tier REMIC and Lower-Tier REMIC or the SOMA Teleco Office Trust Subordinate Companion Loan REMIC or the
Amazon Seattle Trust Subordinate Companion Loan REMIC, as applicable, shall be terminated in accordance with the following additional
requirements, which meet the definition of a “qualified liquidation” in Section 860F(a)(4) of the Code:


 


(i)         
the Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the date
of mailing of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’
final Tax Returns pursuant to Treasury Regulations Section 1.860F-1;


 


(ii)         
during the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates and
the Pooled RR Interest, the Certificate Administrator on behalf of the Trustee shall sell all of the assets of the related Trust
REMICs to the Master Servicer, the applicable Special Servicer, the Holders of the Controlling Class or the Holders of the Class R
Certificates, as applicable, for cash; and


 


(iii)        within such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular
Interests, the Certificates and the Pooled RR Interest, the Certificate Administrator shall distribute or credit, or cause to
be distributed or credited, to the Holders of the Class R Certificates in respect of the Class LR Interest (in the case
of the Lower-Tier REMIC) and in respect of the Class UR


 



    -480-


     


    

 


Interest (in the case of the Upper-Tier REMIC) and in respect
of the Class ST-R Interest (in the case of the SOMA Teleco Office Trust Subordinate Companion Loan REMIC) and the Class 300P-R
Interest (in the case of the Amazon Seattle Trust Subordinate Companion Loan REMIC) all cash on hand (other than cash retained
to meet claims), and the Trust (if applicable) or the related Trust REMIC(s) shall terminate at that time.


 


(b)              
Any Loan REMIC shall terminate upon repurchase of the related Mortgage Loan or receipt of the final payment or final liquidation
proceeds with respect to the related Mortgage Loan.


 


ARTICLE
X



ADDITIONAL REMIC PROVISIONS


 


Section 10.01      REMIC
Administration. (a)  The Certificate Administrator shall make elections or cause elections to be made to
treat each Trust REMIC as a REMIC under the Code and, if necessary, under Applicable State and Local Tax Law. Each such
election will be made on Form 1066 or other appropriate federal tax return for the taxable year ending on the last day
of the calendar year in which the Loan REMIC Regular Interests, the Trust Subordinate Companion Loan REMIC Regular Interests,
the Lower-Tier Regular Interests and the Regular Certificates are issued. For the purposes of the REMIC election in respect
of the Upper-Tier REMIC, each Class of the Regular Certificates and the VRR Interest (exclusive of Excess Interest) shall
be designated as the “regular interests” and the Class UR Interest shall be designated as the sole class
of “residual interests” in the Upper-Tier REMIC. For purposes of the REMIC election in respect of the
Lower-Tier REMIC, each Class of Lower-Tier Regular Interests shall be designated as a class of “regular
interests” and the Class LR Interest shall be designated as the sole class of “residual interests”
in the Lower-Tier REMIC. For purposes of the REMIC election in respect of the SOMA Teleco Office Trust Subordinate
Companion Loan REMIC, the SOMA Teleco Office Trust Subordinate Companion Loan REMIC Regular Interests shall be designated as
the “regular interests” and the Class ST-R Interest shall be designated as the sole class of
“residual interests” in the SOMA Teleco Office Trust Subordinate Companion Loan REMIC. For purposes of the REMIC
election in respect of the Amazon Seattle Trust Subordinate Companion Loan REMIC, the Amazon Seattle Trust Subordinate
Companion Loan REMIC Regular Interests shall be designated as the “regular interests” and the Class 300P-R
Interest shall be designated as the sole class of “residual interests” in the Amazon Seattle Trust Subordinate
Companion Loan REMIC. None of the Special Servicers, the Master Servicer or the Trustee shall permit the creation of any
“interests” (within the meaning of Section 860G of the Code) in any Trust REMIC other than the foregoing
interests and in the Serviced Loan REMIC other than the related Loan REMIC Regular Interest and the related Loan REMIC
Residual Interest. The Certificate Administrator shall obtain a taxpayer identification number for each Trust REMIC other
than a Loan REMIC on IRS Form SS-4, or by other acceptable methods.


 


(b)              
The JW Marriott Nashville Loan REMIC Declaration designates the JW Marriott Nashville Loan REMIC Regular Interest as the class
of “regular interests” in such Loan REMIC within the meaning of Section 860G(a)(1) of the Code and the JW Marriott
Nashville Loan REMIC Residual Interest as the sole class of “residual interests” in such Loan REMIC within the meaning
of Section 860G(a)(2) of the Code.


 






    -481-


     


    

 


(c)         
The Closing Date is hereby designated as the “startup day” (“Startup Day”) of each Trust REMIC
(other than the Loan REMIC), and (ii) April 5, 2021 is designated as the JW Marriott Nashville Loan REMIC Declaration as the Startup
Day of the JW Marriott Nashville Loan REMIC, in each case, within the meaning of Section 860G(a)(9) of the Code.


 


(d)          The Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving each
such REMIC and shall represent each such REMIC in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys’ or
accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust
and the Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans,
the Trust Subordinate Companion Loans and any REO Properties on deposit in the Collection Account as provided by Section 3.05(a)
unless such legal expenses and costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad
faith or negligence. The Certificate Administrator shall be the “partnership representative” (within the meaning of
Section 6223 of the Code) of each Trust REMIC.


 


(e)         
The Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax Returns
that it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the
Trustee shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall be borne
by the Certificate Administrator without any right of reimbursement therefor.


 


(f)          
The Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R
Certificate such information as is necessary for the application of any tax relating to the Transfer of such Class R
Certificate to any Person who is a Disqualified Organization, or in the case of a Transfer to an agent thereof, to such
agent, (ii) to the Certificateholders and the Pooled RR Interest Owner such information or reports as are required by
the Code or the REMIC Provisions including reports relating to interest, original issue discount and market discount or
premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service, Form 8811, within thirty
(30) days after the Closing Date for any Trust REMIC other than a Loan REMIC.


 


(g)         
The Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within
the Certificate Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary
to maintain the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate
Administrator to the extent reasonably requested by the Certificate Administrator to do so. Neither the Master Servicer nor the
Special Servicers shall knowingly or intentionally take any action, cause the Trust to take any action or fail to take (or fail
to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that,
under the REMIC Provisions, if taken or not taken, as the case may be, could (i) cause any Trust REMIC to fail to qualify
as a REMIC or (ii) result in the imposition of a tax upon any Trust REMIC or the Trust (including but not limited to the
tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions to
a REMIC set forth in Section 860G(d) of the Code, but not including the tax on “net income from foreclosure


 



    -482-


     


    

 


property”)
(either such event, an “Adverse REMIC Event”) unless the Certificate Administrator receives an Opinion of Counsel
(at the expense of the party seeking to take such action or, if such party fails to pay such expense, and the Certificate Administrator
determines that taking such action is in the best interest of the Trust and the Certificateholders and the Pooled RR Interest
Owner, at the expense of the Trust, but in no event at the expense of the Certificate Administrator or the Trustee) to the effect
that the contemplated action will not, with respect to the Trust or any Trust REMIC created hereunder, cause the loss of such
status or, unless the Certificate Administrator determines in its sole discretion to indemnify the Trust against such tax, result
in the imposition of such a tax (not including a tax on “net income from foreclosure property”). The Trustee shall
not take or fail to take any action (whether or not authorized hereunder) as to which the Certificate Administrator has advised
it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to
such action. The Certificate Administrator may consult with counsel to make such written advice, and the cost of same shall be
borne by the party seeking to take the action not expressly permitted by this Agreement, but in no event at the expense of the
Certificate Administrator or the Trustee. At all times as may be required by the Code, the Certificate Administrator will to the
extent within its control and the scope of its duties more specifically set forth herein, maintain substantially all of the assets
of each Trust REMIC as Qualified Mortgages and “permitted investments” as defined in Section 860G(a)(5) of the
Code.


 


(h)         
In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts
or additions to tax, is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders
of the Certificates and the Pooled RR Interest Owner, except as provided in the last sentence of this Section 10.01(h);
provided that with respect to the estimated amount of tax imposed on any “net income from foreclosure property”
pursuant to Section 860G(c) of the Code or any similar tax imposed by a state or local tax authority, the applicable Special
Servicer shall retain in the related REO Account a reserve for the payment of such taxes in such amounts and at such times as
it shall deem appropriate (or as advised by the Certificate Administrator in writing), and shall remit to the Master Servicer
such reserved amounts as the Master Servicer shall request in order to pay such taxes. Except as provided in the preceding sentence,
the Master Servicer shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually
pay, such tax as is estimated to be legally owed by any Trust REMIC (but such authorization shall not prevent the Certificate
Administrator from contesting, at the expense of the Trust (other than as a consequence of a breach of its obligations under this
Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome
of such proceedings). The Certificate Administrator is hereby authorized to and shall segregate, into a separate non-interest
bearing account, the net income from any “prohibited transaction” under Section 860F(a) of the Code or the amount
of any taxable contribution to any Trust REMIC after the Startup Day that is subject to tax under Section 860G(d) of the
Code and use such income or amount, to the extent necessary, to pay such prohibited transactions tax. To the extent that any such
tax (other than any such tax paid in respect of “net income from foreclosure property”) is paid to the Internal Revenue
Service or applicable state or local tax authorities, the Certificate Administrator shall retain an equal amount from future amounts
otherwise distributable to the Holders of Class R Certificates (as applicable) and shall distribute such retained amounts,
(w) in the case of the Loan REMIC Regular Interest, to the Lower-Tier REMIC to the extent they are fully reimbursed for any Pooled
Realized Losses


 



    -483-


     


    

 


arising therefrom and then to the Holders of the Class R Certificates in respect of the Loan REMIC Residual Interest
in the manner specified in Section 4.01(n), (x)(A) in the case of the SOMA Teleco Office Trust Subordinate Companion
Loan REMIC Regular Interests, to the Upper-Tier REMIC to the extent they are fully reimbursed for any SOMA Teleco Office Non-RR
Realized Losses and SOMA Teleco Office RR Realized Losses, as applicable, arising therefrom and then to the Holders of the Class R
Certificates, in the manner specified in Section 4.01(c) and Section 4.01(d) and (B) in the case of the
Amazon Seattle Trust Subordinate Companion Loan REMIC Regular Interests, to the Upper-Tier REMIC to the extent they are fully
reimbursed for any Amazon Seattle Realized Losses arising therefrom and then to the Holders of the Class R Certificates,
in the manner specified in Section 4.01(e) and, (y) in the case of the Lower-Tier Regular Interests, to the Upper-Tier
REMIC to the extent they are fully reimbursed for any Pooled Non-VRR Realized Losses or Pooled VRR Realized Losses, as applicable,
arising therefrom and then to the Holders of the Class R Certificates in respect of the Class LR Interest in the manner
specified in Section 4.01(f) and (z) in the case of the Upper-Tier REMIC, to the Holders of the Pooled Principal
Balance Certificates and the Pooled VRR Interest in the manner specified in Section 4.01(a) and Section 4.01(b),
to the extent they are fully reimbursed for any Pooled Non-VRR Realized Losses or Pooled VRR Realized Losses, as applicable, arising
therefrom and then to the Holders of the Class R Certificates in respect of the Class UR Interest. None of the Trustee,
the Certificate Administrator, the Master Servicer or the applicable Special Servicer shall be responsible for any taxes imposed
on any Trust REMIC except to the extent such taxes arise as a consequence of a breach of their respective obligations under this
Agreement which breach constitutes willful misconduct, bad faith, or negligence by such party.


 


(i)           
The Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records with
respect to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


 


(j)          
Following the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets to any
Trust REMIC unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense of
the party seeking to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause
an Adverse REMIC Event to occur.


 


(k)              
Neither the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC will
receive a fee or other compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets other
than Qualified Mortgages or “permitted investments” as defined in Section 860G(a)(5) of the Code.


 


(l)           
Solely for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date”
by which the Certificate Balance or Notional Amount of each Class of Regular Certificates, the Pooled RR Interest Balance of the
RR Interest and the Lower-Tier Principal Amount of each Class of Lower-Tier Regular Interests would be reduced to zero is
the date that is the Rated Final Distribution Date. The “latest possible maturity date” for purposes of Code Section
860G(a)(1) for each Loan REMIC Regular


 



    -484-


     


    

 


Interest is the date set forth in the related REMIC Declaration (the Maturity Date of the
related Mortgage Loan).


 


(m)          None of the Trustee, the Certificate Administrator, the Master Servicer or the applicable Special Servicer, as applicable, shall
sell, dispose of or substitute for any of the Mortgage Loans or the Trust Subordinate Companion Loans (except in connection with
(i) the default, imminent default or foreclosure of a Mortgage Loan or Trust Subordinate Companion Loan, including but not
limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure or deed in lieu of foreclosure, (ii) the
bankruptcy of the Trust, (iii) the termination of the Trust pursuant to ARTICLE IX of this Agreement or (iv) a
purchase of Mortgage Loans or the Trust Subordinate Companion Loans pursuant to ARTICLE II or ARTICLE III of this
Agreement) or acquire any assets for the Trust or any Trust REMIC or sell or dispose of any investments in the Collection Account
or the applicable REO Account for gain unless it has received an Opinion of Counsel that such sale, disposition or substitution
will not (a) affect adversely the status of any Trust REMIC as a REMIC or (b) unless the Trustee, the Certificate Administrator,
the Master Servicer or the applicable Special Servicer, as the case may be, has determined in its sole discretion to indemnify
the Trust against such tax, cause the Trust or any Trust REMIC to be subject to a tax on “prohibited transactions”
pursuant to the REMIC Provisions.


 


(n)         
The Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator
is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221 of the
Code (or successor provisions) to any Trust REMIC and (ii) to avoid payment by any Trust REMIC under Section 6225 of
the Code (or successor provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise be
imposed on any Holder of Class R Certificate, past or present. Each Holder of Class R Certificate agrees, by acquiring
such Certificate, to any such elections.


 


Section 10.02     
Use of Agents. (a)  The Trustee shall execute all of its
obligations and duties under this ARTICLE X through its Corporate Trust Office. The Trustee may execute any of its obligations
and duties under this ARTICLE X either directly or by or through agents, affiliates or attorneys. The Trustee shall not be relieved
of any of its duties or obligations under this ARTICLE X by virtue of the appointment of any such agents, affiliates or attorneys.


 


(b)           The Certificate Administrator may execute any of its obligations and duties under this ARTICLE X either directly or by
or through agents, affiliates or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations
under this ARTICLE X by virtue of the appointment of any such agents, affiliates or attorneys.


 


Section 10.03     
Depositor, Master Servicer and Special Servicers to Cooperate with Certificate Administrator. (a)  The
Depositor shall provide or cause to be provided to the Certificate Administrator within ten (10) days after the Depositor receives
a request from the Certificate Administrator, all information or data that the Certificate Administrator reasonably determines
to be relevant for tax purposes as to the valuations and issue prices of the Certificates and the Pooled RR Interest, including,
without limitation, the price, yield, Prepayment Assumptions and projected cash flow of the Certificates and the Pooled RR Interest.


 






    -485-


     


    

 


(b)           The Master Servicer and the Special Servicers shall each furnish such reports, certifications and information, and upon reasonable
notice and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates,
the Pooled RR Interest or the Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it
to perform its duties hereunder.


 


Section 10.04     
Appointment of REMIC Administrators. (a)  The Certificate
Administrator may appoint at the Certificate Administrator’s expense, one or more REMIC Administrators, which shall be authorized
to act on behalf of the Certificate Administrator in performing the functions set forth in Section 10.01 herein. The
Certificate Administrator shall cause any such REMIC Administrator to execute and deliver to the Certificate Administrator an
instrument in which REMIC Administrator shall agree to act in such capacity, with the obligations and responsibilities herein.
The appointment of a REMIC Administrator shall not relieve the Certificate Administrator from any of its obligations hereunder,
and the Certificate Administrator shall remain responsible and liable for all acts and omissions of the REMIC Administrator. Each
REMIC Administrator must be acceptable to the Certificate Administrator and must be organized and doing business under the laws
of the United States of America or of any State and be subject to supervision or examination by federal or state authorities.
In the absence of any other Person appointed in accordance herewith acting as REMIC Administrator, the Certificate Administrator
hereby agrees to act in such capacity in accordance with the terms hereof. If Wells Fargo Bank, National Association is removed
as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated as REMIC Administrator.


 


(b)           Any Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person resulting
from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding to the
corporate agency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution or filing
of any paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.


 


(c)           
Any REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of resignation
to the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicer, the Special Servicers and the Depositor.
The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written notice of termination
to such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible in accordance with the provisions
of this Section 10.04, the Certificate Administrator may appoint a successor REMIC Administrator, in which case the
Certificate Administrator shall give written notice of such appointment to the Master Servicer, the Trustee and the Depositor
and shall mail notice of such appointment to all Certificateholders and the Pooled RR Interest Owner; provided, however,
that no successor REMIC Administrator shall be appointed unless eligible under the provisions of this Section 10.04.
Any successor REMIC Administrator upon acceptance of its appointment hereunder shall become vested with all the rights, powers,
duties and responsibilities of its predecessor hereunder, with like effect as if originally named as REMIC Administrator. No REMIC
Administrator shall have responsibility or liability for any action taken by it as such at the direction of the Certificate Administrator.


 






    -486-


     


    

 


ARTICLE
XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section 11.01     
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of ARTICLE XI of
this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and the related rules and
regulations of the Commission. The Depositor shall not exercise its rights to request delivery of information or other performance
under these provisions other than in reasonable good faith, or for purposes other than compliance with the Securities Act, the
Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules and regulations of the Commission thereunder. The parties
hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, due to interpretive guidance
provided by the Commission or its staff, and agree to comply with requests made by the Depositor in good faith for delivery of
information under these provisions on the basis of such evolving interpretations of Regulation AB (to the extent such interpretations
require compliance and are not “grandfathered”). In connection with the Benchmark 2021-B25 Mortgage Trust Commercial
Mortgage Pass-Through Certificates, Series 2021-B25, each of the Master Servicer, the Special Servicers, the Operating Advisor,
the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor and the Certificate Administrator,
as applicable, to deliver or make available to the Depositor or the Certificate Administrator (including any of its assignees
or designees), any and all statements, reports, certifications, records and any other information (in its possession or reasonably
attainable) necessary in the reasonable good faith determination of the Depositor to permit the Depositor to comply with the provisions
of Regulation AB, together with such disclosures relating to the Master Servicer, the applicable Special Servicer the Operating
Advisor, the Trustee, the Custodian, the Asset Representations Reviewer and the Certificate Administrator, as applicable, and
any Sub-Servicer, or the servicing of the Mortgage Loans (and the Trust Subordinate Companion Loans, if applicable), reasonably
believed by the Depositor to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable
period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable
advance written request, provide information in sufficient time to allow the Depositor to satisfy any related filing requirements.
For purposes of this ARTICLE XI, to the extent any party has an obligation to exercise commercially reasonable efforts
to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party
in connection with such obligation.


 


Section 11.02     
Succession; Subcontractors. (a)  As a condition to the succession
to the Master Servicer and the applicable Special Servicer or to any Sub-Servicer (but only if such Sub-Servicer is a
Servicing Function Participant and a servicer as contemplated by Item 1108(a)(2)) as servicer or Sub-Servicer under this
Agreement by any Person (i) into which the Master Servicer and the applicable Special Servicer or such Sub-Servicer may
be merged or consolidated, or (ii) which may be appointed as a successor to the Master Servicer and the applicable Special
Servicer or to any such Sub-Servicer, the Person removing and replacing the Master Servicer and the applicable Special Servicer
shall provide to the Depositor and the Certificate Administrator, at least fifteen (15) calendar days prior to the effective
date of such succession or appointment (or such shorter period as is agreed to by the Depositor), (x) written notice to the
Depositor of such succession or appointment and (y) in writing and in form and


 



    -487-


     


    

 


substance reasonably satisfactory to the Depositor,
all information relating to such successor reasonably requested by the Depositor in order to comply with its reporting obligation
under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to
be filed under the Exchange Act); provided, however that if disclosing such information prior to such effective date would violate
any applicable law or confidentiality agreement, the Master Servicer, the Special Servicers, any Additional Servicer, as the case
may be, shall submit such disclosure to the Depositor no later than the first Business Day after the effective date of such succession
or appointment.


 


(b)           Each of the Master Servicer, the Special Servicers, the Sub-Servicer, the Trustee, the Operating Advisor, the Asset Representations
Reviewer and the Certificate Administrator (each of the Master Servicer, the Special Servicers, the Trustee, the Operating Advisor,
the Asset Representations Reviewer and the Certificate Administrator and each Sub-Servicer, for purposes of this Section 11.02,
a “Servicer”) is permitted to utilize one or more Subcontractors to perform certain of its obligations hereunder.
If such Subcontractor will be a Servicing Function Participant, such Servicer shall promptly upon written request provide to the
Depositor or any Mortgage Loan Seller a written description (in form and substance satisfactory to the Depositor or such Mortgage
Loan Seller, as applicable) of the role and function of each Subcontractor utilized by such Servicer, specifying (i) the
identity of such Subcontractor and (ii) the elements of the Servicing Criteria that will be addressed in assessments of compliance
provided by each such Subcontractor. As a condition to the utilization by such Servicer of any Subcontractor determined to be
a Servicing Function Participant, such Servicer shall (i) with respect to any such Subcontractor engaged by such Servicer
that is an Initial Sub-Servicer, use commercially reasonable efforts to cause, and (ii) with respect to any other Subcontractor
with which it has entered into a servicing relationship, cause such Subcontractor used by such Servicer for the benefit of the
Depositor and the Trustee to comply with the provisions of Section 11.10 and Section 11.11 of this Agreement
to the same extent as if such Subcontractor were such Servicer. With respect to any Servicing Function Participant engaged by
such Servicer that is an Initial Sub-Servicer, such Servicer shall be responsible for using commercially reasonable efforts
to obtain, and with respect to each other Servicing Function Participant engaged by such Servicer, such Servicer shall obtain
from each such Servicing Function Participant and deliver to the applicable Persons any assessment of compliance report and related
accountant’s attestation required to be delivered by such Subcontractor under Section 11.10 and Section 11.11,
in each case, as and when required to be delivered. For the avoidance of doubt, the Custodian shall not be permitted to utilize
any Subcontractor to perform any of its obligations hereunder.


 


(c)         
Notwithstanding the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with
the performance of any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor
is a “servicer” within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets
the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding
sentence, that such Subcontractor is a “servicer” within the meaning of Item 1101 of Regulation AB and meets
the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, then such Subcontractor shall be deemed to be a
Sub-Servicer for purposes of this Agreement, the engagement of such Sub-Servicer shall not be effective unless and until
notice is given to the Depositor and the Certificate Administrator of any such Sub-Servicer and


 



    -488-


     


    

 


Sub-Servicing Agreement. Other
than with respect to the Initial Sub-Servicer, no Sub-Servicing Agreement shall be effective until fifteen (15) days after
such written notice is received by the Depositor and the Certificate Administrator (or such shorter period as is agreed to by
the Depositor). Such notice shall contain all information reasonably necessary to enable the Certificate Administrator to accurately
and timely report the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the
Exchange Act are required to be filed under the Exchange Act).


 


(d)          In connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may be merged
or consolidated, or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written notice to
the Depositor, the Certificate Administrator and the 17g-5 Information Provider, which shall promptly post such notice to
the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), in each case at least thirty (30)
calendar days prior to the effective date of such succession or appointment (or if such prior notice is violative of applicable
law or any applicable confidentiality agreement, no later than one (1) Business Day after such effective date of succession) and
shall furnish to the Depositor and the Certificate Administrator, in writing and in form and substance reasonably satisfactory
to the Depositor and the Certificate Administrator, all information reasonably necessary for the Certificate Administrator to
accurately and timely report, pursuant to Section 11.07, the event under Item 6.02 of Form 8-K pursuant
to the Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


(e)         
Notwithstanding anything to the contrary contained in this ARTICLE XI, in connection with any Sub-Servicer and/or any
Mortgage Loan (and/or any Trust Subordinate Companion Loan, if applicable) that is the subject of an Initial Sub-Servicing
Agreement, with respect to all matters related to Regulation AB, the Master Servicer shall not have any obligation other
than to use commercially reasonable efforts to cause such Sub-Servicer to comply with its obligations under such Initial Sub-Servicing
Agreement.


 


(f)          
Any information furnished pursuant to this Section 11.02 shall also be provided to each Other Depositor and each Other
Certificate Administrator (to the extent the information relates to a party that services, specially services or is trustee for
a Serviced Companion Loan) in the same time frame as set forth in this Section 11.02.


 


Section 11.03     
Filing Obligations. (a)  The Master Servicer, the Special
Servicers, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee shall reasonably
cooperate with the Depositor in connection with the satisfaction of the Trust’s reporting requirements under the Exchange
Act. Pursuant to Sections 11.04, 11.05, 11.06 and 11.07 of this Agreement, the Certificate Administrator
shall prepare for execution by the Depositor any Forms 8-K, 10-D, ABS-EE and 10-K required by the Exchange Act,
in order to permit the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic
Data Gathering, Analysis and Retrieval (“EDGAR”) system) such Forms executed by the Depositor.


 


Each
party hereto shall be entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of
any “sponsor”, credit enhancer, derivative provider or “Significant Obligor” as of the Closing Date other
than with respect to itself or any


 



    -489-


     


    

 


information required to be provided by it or indemnified for by it pursuant to any separate
agreement.


 


(b)              
In the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion of any
Form 8-K, 10-D, ABS-EE or 10-K required to be filed by this Agreement because required disclosure information
was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator
shall promptly notify the Depositor. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor, the Master Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25
and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange
Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure
Information and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D
to be filed for the Trust. In the event that any previously filed Form 8-K, Form 10-D, Form ABS-EE or Form 10-K
needs to be amended, the Certificate Administrator will notify the Depositor, and such other parties as needed and the parties
hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A, Form 10-D/A, Form
ABS-EE/A or Form 10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D,
Form ABS-EE or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that
the performance by the Certificate Administrator of its duties under this Section 11.03 related to the timely preparation
and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K
is contingent upon the parties observing all applicable deadlines in the performance of their duties under Sections 11.03,
11.04, 11.05, 11.06, 11.07, 11.08, 11.09, 11.10, 11.11 and 11.15(g)
of this Agreement. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out
of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 15, Form 12b-25
or any amendments to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, where such failure results from
the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party
hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K,
Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.


 


Section 11.04     
Form 10-D and Form ABS-EE Filings. (a)  Within fifteen
(15) days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator
shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required
by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution
Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included
on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported
by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor,
and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional
Form 10-D Disclosure, absent such reporting, direction and approval.


 


For
so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto,
within five (5) calendar days after the related Distribution


 



    -490-


     


    

 


Date, (i) certain parties to this Agreement identified on Exhibit BB
hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function
Participant, with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer,
as the case may be, has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by
the Certificate Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-D
Disclosure, if applicable; provided that information relating to any REO Account to be reported under “Item 8: Other
Information” on Exhibit BB shall be reported by the applicable Special Servicer to the Master Servicer within
four (4) calendar days after the related Distribution Date on Exhibit LL; (ii) the parties listed on Exhibit BB
hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form
attached hereto as Exhibit EE (except with respect to the reporting of applicable REO Account balances which shall
be delivered in the form of Exhibit LL hereto) and (iii) the Depositor shall approve, as to form and substance,
or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information
delivered to the Certificate Administrator hereunder should be delivered by e-mail to cts.sec.notifications@wellsfargo.com or
by facsimile to 410-715-2380, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any
duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB of their duties
under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information.
The Depositor will be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection
with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.


 


The
Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a)
of the Exchange Act concerning all assets held by the Trust that were subject of a demand for the repurchase of, or the substitution
of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference
to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s
assigned “Central Index Key” for each such filer and (iii) to the extent such information is provided to the Certificate
Administrator by the Master Servicer in the form of Exhibit MM hereto for inclusion therein within the time period
described in this Section 11.04, the balances of the applicable REO Account (to the extent the related information
has been received from the applicable Special Servicer within the time period specified in Section 11.04 hereof) and
the Collection Account as of the related Distribution Date and as of the immediately preceding Distribution Date and (iv) the
balances of the Distribution Accounts, 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 and the Interest Reserve Account, in each case as of the related Distribution Date and as
of the immediately preceding Distribution Date. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b)
of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and
clause (ii) of this paragraph.


 


Form 10-D
requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such
shorter period that the registrant was required to


 



    -491-


     


    

 


file such reports), and (2) has been subject to such filing requirements
for the past ninety (90) days.” The Depositor shall notify the Certificate Administrator in writing via e-mail to cts.sec.notifications@wellsfargo.com,
no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D
if the answer to the questions should be “no”; provided that if the failure of the Depositor to have filed
such required reports arises in connection with the securitization contemplated by this Agreement then the Certificate Administrator
shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared
and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in
connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator
that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further
notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely
on such notifications in preparing, executing and/or filing any such report.


 


With
respect to any Mortgage Loan (and any Trust Subordinate Companion Loan, if applicable) that permits Additional Secured Debt or
mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it,
to the extent such information is received by the Certificate Administrator from the Master Servicer or the applicable Special
Servicer, as applicable, substantially in the form of Exhibit KK (A) the amount of any such Additional Secured
Debt or mezzanine debt, as applicable, that is incurred during the related Collection Period, (B) the total debt service coverage
ratio calculated on the basis of the Mortgage Loan (and any Trust Subordinate Companion Loan, if applicable) and such Additional
Secured Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan (and
Trust Subordinate Companion Loan, if applicable) and such Additional Secured Debt or mezzanine debt, as applicable.


 


The
Depositor hereby directs the Certificate Administrator to include the following individual’s name and phone number on the
cover of Forms 10-D and ABS-EE for each reporting period: Name: Leah Nivison, Telephone: 212-902-1000. The Certificate Administrator
may rely without further investigation that this information remains correct unless and until the Depositor provides the Certificate
Administrator with a new individual’s name and phone number in writing.


 


Upon
receipt of an Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b),
the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D for
such period in which such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to the
Certificate Administrator’s Website not later than two (2) Business Days after receipt of such Asset Review Report Summary
from the Asset Representations Reviewer.


 


To
the extent the Certificate Administrator receives a request from any Certificateholder or Certificate Owner to communicate with
other Certificateholders or Certificate Owners pursuant to Section 5.06, the Certificate Administrator shall include
under Item 1B on the Form 10-D relating to the reporting period in which such request was received a Special Notice regarding
the request to communicate, and such Special Notice is required to


 



    -492-


     


    

 


include the following and no more than the following: (a) the
name of the Certificateholder or Certificate Owner making the request, (b) the date the request was received, (c) a
statement to the effect that the Certificate Administrator has received such request, stating that such Certificateholder or Certificate
Owner is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible exercise
of rights under this Agreement, and (d) a description of the method other Certificateholders or Certificate Owners may use
to contact the requesting Certificateholder or Certificate Owner.


 


(b)              
After preparing the Form 10-D and Form ABS-EE, the Certificate Administrator shall forward electronically copies of the
Form 10-D and Form ABS-EE to the Depositor for review no later than ten (10) calendar days after the related Distribution
Date or, if the 10th calendar day after the related Distribution Date is not a Business Day, the immediately preceding Business
Day. Within two (2) Business Days after receipt of such copies, but no later than the two (2) Business Days prior to the 15th
calendar day after the Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished
electronically) of any changes to or approval of such Form 10-D and From ABS-EE, respectively, and, a duly authorized
officer of the Depositor shall sign the Form 10-D and Form ABS-EE and return an electronic or fax copy of such signed
Form 10-D and Form ABS-EE (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator.
Alternatively, if the Certificate Administrator agrees in its sole discretion, the Depositor may deliver to the Certificate Administrator
manually signed copies of a power of attorney meeting the requirements of Item 601(b)(24) of Regulation S-K under
the Securities Act, and certified copies of a resolution of the Depositor’s board of directors authorizing such power of
attorney, each to be filed with each Form 10-D and each Form ABS-EE, as applicable, in which case the Certificate Administrator
shall sign such Forms 10-D and Forms ABS-EE, as applicable, as attorney in fact for the Depositor. As provided in Section 11.04(c),
the Certificate Administrator shall file such Form ABS-EE, upon receipt of the Depositor’s signature thereof, prior to the
filing of the related Form 10-D. If a Form 10-D or From ABS-EE cannot be filed on time or if a previously filed Form 10-D
or Form ABS-EE needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator will make available on its Internet website a final executed
copy of each Form 10-D or Form ABS-EE filed by the Certificate Administrator. The signing party at the Depositor for
any Form 10-D or Form ABS-EE can be contacted at GS Mortgage Securities Corporation II, 200 West Street, New York, New York 10282,
Attention: Leah Nivison, e-mail: leah.nivison@gs.com, with copies to: Joe Osborne, e-mail: joe.osborne@gs.com
and gs-refgsecuritization@gs.com. The parties to this Agreement acknowledge that the performance by the Certificate Administrator
of its duties under this Section 11.04(b) and Section 11.04(c) related to the timely preparation and filing
of Form 10-D and Form ABS-EE, as applicable, is contingent upon such parties observing all applicable deadlines in the
performance of their duties under this Section 11.04(b) and Section 11.04(c). Neither the Trustee nor
the Certificate Administrator shall have any liability for any loss, expense, damage, or claim arising out of or with respect
to any failure to properly prepare, arrange for execution and/or timely file such Form 10-D or such Form ABS-EE, respectively,
where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any
information from any party to this Agreement needed to prepare, arrange for execution or file such Form 10-D or such
Form ABS-EE, respectively, not resulting from its own negligence, bad faith or willful misconduct.


 






    -493-


     


    

 


(c)         
Prior to the filing of each Form 10-D by the Certificate Administrator pursuant to Section 11.04(a), the Certificate
Administrator shall prepare and file on behalf of the Trust any Form ABS-EE in form and substance as required by the Exchange
Act and the rules and regulations of the Commission thereunder; provided that the foregoing shall not apply to any Form
ABS-EE required to be filed with the Commission and incorporated by reference in either the preliminary Prospectus or the final
Prospectus. The Certificate Administrator shall file each Form ABS-EE with a copy of the related CREFC® Schedule
AL File received by the Certificate Administrator pursuant to Section 3.12(d) as Exhibit 102 thereto. To the extent
the Certificate Administrator receives any Schedule AL Additional File with respect to such Form ABS-EE pursuant to Section 3.12(d),
the Certificate Administrator shall file such Schedule AL Additional File as Exhibit 103 to such Form ABS-EE. The Certificate
Administrator shall not be required to combine multiple CREFC® Schedule AL Files or Schedule AL Additional Files.
The Certificate Administrator shall not be required to review, redact, reconcile, edit or verify the content, completeness or
accuracy of the information contained in any CREFC® Schedule AL File or Schedule AL Additional File. After preparing
the Form ABS-EE, the Certificate Administrator shall forward electronically a copy of such Form ABS-EE (together with the related
CREFC® Schedule AL File and any Schedule AL Additional File received by the Certificate Administrator) concurrently
with the related Form 10-D to the Depositor for review and approval. Any questions are to be directed to ssreports@wellsfargo.com
(or such other email address or phone number provided to the Certificate Administrator and Depositor by written notice from the
Master Servicer). The Master Servicer shall reasonably cooperate with the Depositor to answer any reasonable questions that the
Depositor may pose to the Master Servicer regarding the data or information contained in any CREFC® Schedule AL
File or Schedule AL Additional File (other than questions regarding data that is in the Initial Schedule AL File, Initial Schedule
AL Additional File or the Annex A to the Prospectus) as of the time the Master Servicer delivered such CREFC® Schedule
AL File or Schedule AL Additional File, as applicable, to the Certificate Administrator. The Certificate Administrator, the Master
Servicer and the Depositor, as applicable, shall each, to the extent related to such party’s obligations hereunder, reasonably
cooperate to remedy any filing errors regarding any CREFC® Schedule AL File or any Schedule AL Additional File
promptly.


 


Section 11.05     
Form 10-K Filings. (a)  Within ninety (90) days
after the end of each fiscal year of the Trust (it being understood that the fiscal year for the Trust ends on December 31
of each year) or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”),
commencing in March 2022, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in
form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case
to the extent they have been delivered to the Certificate Administrator within the applicable time frames set forth in this Agreement:


 


(i)      an annual compliance statement for the Master Servicer, the Special Servicers, the Trustee, the Certificate Administrator and
each Additional Servicer, as described under Section 11.09;


 


(ii)     (A)  the annual reports on assessment of compliance with Servicing Criteria for the Trustee, the Master Servicer, the
Special Servicers, the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each


 



    -494-


     


    

 


other
Servicing Function Participant utilized by the Master Servicer, the Special Servicers, the Certificate Administrator, the Operating
Advisor, the Custodian or Trustee, as described under Section 11.10; and


 


(B)             
if any such report on assessment of compliance with Servicing Criteria described under Section 11.10 identifies any
material instance of noncompliance, disclosure identifying such instance of noncompliance, or if such report on assessment of
compliance with Servicing Criteria described under Section 11.10 is not included as an exhibit to such Form 10-K,
disclosure that such report is not included and an explanation why such report is not included;


 


(iii)    (A) the registered public accounting firm attestation report for the Trustee, the Master Servicer, the Special Servicers, the
Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function Participant
utilized by the Master Servicer, the Special Servicers, the Certificate Administrator, the Operating Advisor, the Custodian or
the Trustee, as described under Section 11.11; and


 


(B)             
if any registered public accounting firm attestation report described under Section 11.11 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting
firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included
and an explanation why such report is not included; and


 


(iv)    a certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate as
a result of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except
as described below, be signed by the senior officer of the Depositor in charge of securitization.


 


Any
disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional
Form 10-K Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit CC
to the Depositor and the Certificate Administrator and approved by the Depositor and the Certificate Administrator will have
no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, absent such
reporting, direction and approval. Information delivered to the Certificate Administrator hereunder should be delivered by e-mail
to cts.sec.notifications@wellsfargo.com or by facsimile to (410) 715-2380,
Attn: CTS SEC Notifications.


 


As
set forth on Exhibit CC hereto, no later than March 1st of each year that the Trust is subject to the Exchange
Act reporting requirements, commencing in 2022, (i) the parties listed on Exhibit CC shall be required to provide
to the Certificate Administrator and the Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer,
as the case may be, has actual knowledge, in EDGAR-Compatible Format or in such other format as otherwise agreed upon by the
Certificate Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-K
Disclosure, if applicable, (ii) the


 



    -495-


     


    

 


parties listed on Exhibit CC hereto shall include with such Additional Form 10-K
Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor
will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K
Disclosure on Form 10-K. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor
or enforce the performance by the parties listed on Exhibit CC of their duties under this paragraph or proactively
solicit or procure from such parties any Additional Form 10-K Disclosure information. The Depositor will be responsible
for any reasonable expenses incurred by the Trustee and the Certificate Administrator in connection with including any Additional
Form 10-K Disclosure on Form 10-K pursuant to this paragraph.


 


Form 10-K
requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past ninety (90) days.” The Depositor shall notify the Certificate Administrator in writing via e-mail to cts.sec.notifications@wellsfargo.com,
no later than March 1st with respect to the filing of a report on Form 10-K, if the answer to the questions should be
“no”; provided that if the failure of the Depositor to have filed such required reports arises in connection
with the securitization contemplated by this Agreement then the Certificate Administrator shall be deemed to have notice of such
failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator)
without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated
by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not
to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during
such specified period. The Certificate Administrator shall be entitled to rely on such notifications in preparing, executing and/or
filing any such report.


 


(b)           After preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K
to the Depositor for review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business
Days after receipt of such copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing
(which may be furnished electronically) of any changes to or approval of such Form 10-K and the senior officer in charge
of securitization for the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K
(with an original executed hard copy to follow by overnight mail) to the Certificate Administrator at such time. If a Form 10-K
cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator shall follow
the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator
will make available on its Internet website a final executed copy of each Form 10-K filed by the Certificate Administrator.
The signing party at the Depositor can be contacted at GS Mortgage Securities Corporation II, 200 West Street, New York, New York
10282, Attention: Leah Nivison, e-mail: leah.nivison@gs.com, with copies to: Joe Osborne,
e-mail: joe.osborne@gs.com and gs-refgsecuritization@gs.com. The parties
to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.05
related to the timely preparation and filing of Form 10-K is contingent upon the parties to this Agreement (and any


 



    -496-


     


    

 



Additional Servicer or Servicing Function Participant engaged or utilized, as applicable, by any such parties) observing all applicable
deadlines in the performance of their duties under this Section 11.05. Neither the Trustee nor the Certificate Administrator
shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare,
arrange for execution and/or timely file such Form 10-K, where such failure results from the Certificate Administrator’s
failure to receive, on a timely basis, any information from the parties to this Agreement (or any Sub-Servicer or Servicing
Function Participant engaged by any such parties) needed to prepare, arrange for execution or file such Form 10-K, not
resulting from its own negligence, bad faith or willful misconduct.


 


(c)          
Upon written request from any Mortgage Loan Seller, the Master Servicer or any Special Servicer, the Certificate Administrator
shall confirm to such Mortgage Loan Seller, Master Servicer or the applicable Special Servicer whether it has received notice
that any party to this Agreement has changed since the Closing Date and will provide to such Mortgage Loan Seller, the Master
Servicer or the applicable Special Servicer, if known to the Certificate Administrator, the identity of the new party.


 


Section 11.06     
Sarbanes-Oxley Certification. Each Form 10-K shall include a Sarbanes-Oxley Certification in the form
attached as Exhibit Y required to be included therewith pursuant to the Sarbanes-Oxley Act. For so long as the Trust
is subject to the reporting requirements of the Exchange Act, the Master Servicer, the Special Servicers, the Trustee, the Certificate
Administrator, the Custodian, the Asset Representations Reviewer (in the case of the Asset Representations Reviewer, solely with
respect to reporting periods in which the Asset Representations Reviewer is required to deliver an Asset Review Report) and the
Operating Advisor shall provide, and (i) with respect to each Initial Sub-Servicer engaged by the Master Servicer or
the Special Servicer, as applicable, that is a Servicing Function Participant use commercially reasonable efforts to cause such
Initial Sub-Servicer to provide, and (ii) with respect to each other Servicing Function Participant with which the Master
Servicer, the applicable Special Servicer the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor has
entered into a servicing relationship with respect to the Mortgage Loans (and the Trust Subordinate Companion Loans, if applicable),
shall cause such Servicing Function Participant to provide, to the Person who signs the Sarbanes-Oxley Certification (the
“Certifying Person”), on or before March 1st of each year commencing in March 2022, a certification in
the form attached hereto as Exhibits Z-1, Z-2, Z-3, Z-4, Z-5, Z-6 or Z-7 (each, a “Performance
Certification”), as applicable, on which the Certifying Person, the entity for which the Certifying Person acts as an
officer (if the Certifying Person is an individual), and such entity’s officers, directors and Affiliates (collectively
with the Certifying Person, “Certification Parties”) can reasonably rely. In addition, in the event that any
Companion Loan (other than a Non-Serviced Companion Loan) is deposited into a commercial mortgage securitization (an “Other
Securitization”) and the Reporting Servicer is provided with timely and complete contact information for the parties
to the other securitizations, each Reporting Servicer, upon not less than thirty (30) days prior written request, shall provide
to the Person who signs the Sarbanes-Oxley Certification with respect to such Other Securitization a certification in form
and substance similar to applicable Performance Certification (which shall address the matters contained in the applicable Performance
Certification, but solely with respect to the related Companion Loan) on which Person, the entity for which the Person acts as
an officer (if the Person is an individual), and such entity’s officers, directors and Affiliates can reasonably rely. 


 



    -497-


     


    

 


With
respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure a Sarbanes-Oxley
Certification from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee
in form and substance similar to a Performance Certification. The senior officer in charge of securitization for the Depositor
shall serve as the Certifying Person on behalf of the Trust. In addition, each Reporting Servicer shall execute a reasonable reliance
certificate (which may be included as part of such other certifications being delivered by such Reporting Servicer) to enable
the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.09,
if applicable, (ii) annual report on assessment of compliance with Servicing Criteria provided pursuant to Section 11.10
and (iii) accountant’s report provided pursuant to Section 11.11, and shall include a certification
that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public
accountants of such Reporting Servicer to enable such accountants to render the certificates provided for in Section 11.11.
In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing
Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a certification to the Certifying
Person pursuant to this Section 11.06 with respect to the period of time it was subject to this Agreement or the applicable
sub-servicing or primary servicing agreement, as the case may be. Each such Performance Certification shall be provided in
EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing
parties. Notwithstanding the foregoing, nothing in this Section 11.06 shall require any Reporting Servicer (i) to
certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (including
a Significant Obligor, but other than an Additional Servicer or a Sub-Servicer appointed pursuant to Section 3.20),
(ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting
Servicer’s responsibilities hereunder or (iii) with respect to completeness of information and reports, to certify
anything other than that all fields of information called for in written reports prepared by such Reporting Servicer have been
completed except as they have been left blank on their face.


 


Notwithstanding
anything to the contrary contained in this Section 11.06, with respect to each year in which the Trust is not subject
to the reporting requirements of the Exchange Act, none of the parties required to deliver any certification under this Section 11.06
shall be obligated to do so.


 


Section 11.07     
Form 8-K Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K
(each such event, a “Reportable Event”), and if requested by the Depositor and to the extent it receives the
Form 8-K Disclosure Information described below, the Certificate Administrator shall prepare and file on behalf of the
Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K
in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise
required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall, pursuant to
the following paragraph be reported by the parties set forth on Exhibit DD to the Depositor and the Certificate Administrator
and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine
or prepare any Form 8-K Disclosure Information or any Form 8-K, absent such reporting, direction and approval.


 






    -498-


     


    

 


As
set forth on Exhibit DD hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no
later than close of business, New York City time, on the 2nd Business Day after the occurrence of a Reportable Event (i) the
parties set forth on Exhibit DD hereto shall be required to provide to the Depositor and the Certificate Administrator,
to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible
Format or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties any Form 8-K
Disclosure Information, if applicable, (ii) the parties listed on Exhibit DD hereto shall include with such Form 8-K
Disclosure Information, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the
Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure
Information on Form 8-K. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor
or enforce the performance by the parties listed on Exhibit DD of their duties under this paragraph or proactively
solicit or procure from such parties any Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable
expenses incurred by the Trustee and the Certificate Administrator in connection with including any Form 8-K Disclosure
Information on Form 8-K pursuant to this paragraph. Information delivered to the Certificate Administrator hereunder
should be delivered by e-mail to cts.sec.notifications@wellsfargo.com or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications.


 


After
preparing the Form 8-K, the Certificate Administrator shall forward electronically a copy of the Form 8-K to
the Depositor for review no later than noon, New York City time, on the 3rd Business Day after the Reportable Event, but in no
event earlier than 24 hours after having received the Form 8-K Disclosure Information pursuant to the immediately preceding
paragraph. Promptly, but no later than the close of business on the 3rd Business Day after the Reportable Event, the Depositor
shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of
such Form 8-K. No later than noon, New York City time, on the 4th Business Day after the Reportable Event, a duly authorized
officer of the Depositor shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K
(with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. If a Form 8-K cannot
be filed on time or if a previously filed Form 8-K needs to be amended, the Certificate Administrator will follow the
procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator
will, make available on its Internet website a final executed copy of each Form 8-K filed by the Certificate Administrator.
The signing party at the Depositor can be contacted at GS Mortgage Securities Corporation II, 200 West Street, New York, New York
10282, Attention: Leah Nivison, e-mail: leah.nivison@gs.com, with copies to: Joe Osborne, e-mail: joe.osborne @gs.com and
gs-refgsecuritization@gs.com. The parties to this Agreement acknowledge that the performance by the Certificate Administrator
of its duties under this Section 11.07 related to the timely preparation and filing of Form 8-K is contingent
upon such parties observing all applicable deadlines in the performance of their duties under this Section 11.07.
Neither the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, claim arising out
of or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 8-K, where
such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information
from the parties to this


 



    -499-


     


    

 


Agreement needed to prepare, arrange for execution or file such Form 8-K, not resulting from
its own negligence, bad faith or willful misconduct.


 


The
Master Servicer, the Special Servicers, the Certificate Administrator and the Trustee shall promptly notify (and the Master Servicer
shall (i) with respect to each Initial Sub-Servicer that is an Additional Servicer engaged by such Master Servicer use
commercially reasonable efforts to cause such Additional Servicer to promptly notify and (ii) with respect to each other
Additional Servicer with which it has entered into a servicing relationship with respect to the Mortgage Loans (and the Trust
Subordinate Companion Loans, if applicable) (other than a party to this Agreement) cause such Additional Servicer to promptly
notify) the Depositor and the Certificate Administrator, but in no event later than noon, New York City time, on the 2nd Business
Day after its occurrence, of any Reportable Event applicable to such party to the extent a Regulation AB Servicing Officer
or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format.


 


Notwithstanding
anything to the contrary in this Section 11.07, with respect to each year in which the Trust is not subject to the
reporting requirements of the Exchange Act, none of the parties hereto are required to deliver Form 8-K Disclosure Information.


 


Section 11.08     
Form 15 Filing. On or prior to January 30th of the first year in which the Depositor shall provide notice to
the Certificate Administrator of its ability under applicable law to suspend its Exchange Act filings, the Certificate Administrator
shall prepare and file a notification relating to the automatic suspension of reporting in respect of the Trust under the Exchange
Act (the “Form 15 Suspension Notification”) or any form necessary to be filed with the Commission to suspend
such reporting obligations. With respect to any reporting period occurring after the filing of such form, the obligations of the
parties to this Agreement under Section 11.04, Section 11.05 and Section 11.07 shall be suspended
and reports or certifications due under Section 11.09, 11.10 and 11.11 shall not be due until April
15th of each year. The Certificate Administrator shall provide prompt notice to the Mortgage Loan Sellers and all other parties
hereto that such form has been filed. If, after the filing of a Form 15 Suspension Notification, the Depositor shall provide
notice to the Certificate Administrator that it is required to resume its Exchange Act filings, the Certificate Administrator
shall recommence preparing and filing reports on Forms 10-K, 10-D, ABS-EE and 8-K as required pursuant to Section 11.04,
Section 11.05 and Section 11.07, and all parties’ obligations under this ARTICLE XI shall
recommence.


 


Section 11.09     
Annual Compliance Statements. The Master Servicer, the applicable Special Servicer (regardless of whether the applicable
Special Servicer has commenced special servicing of a Mortgage Loan or Trust Subordinate Companion Loan), the Custodian, the Trustee
(provided, however, that the Trustee shall not be required to deliver an assessment of compliance with respect to any period during
which there was no Relevant Servicing Criteria applicable to it) and the Certificate Administrator (each, a “Certifying
Servicer”) shall (and each such party shall (i) with respect to each Additional Servicer engaged by the Certifying
Servicer that is an Initial Sub-Servicer, cause (or in the case of a Sub-Servicer that is an Additional Servicer that a Mortgage
Loan Seller requires the Master Servicer to retain, to use commercially reasonable efforts to cause) such Additional Servicer
to and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship with


 



    -500-


     


    

 


respect
to the Mortgage Loans (and the Trust Subordinate Companion Loans, if applicable), cause such Additional Servicer to), on or before
March 1st of each year, commencing in March 2022, furnish to the Trustee, the Certificate Administrator (which copy shall be deemed
furnished by the Certificate Administrator when made available on its Internet website), the Depositor and the 17g-5 Information
Provider (who shall post to the 17g-5 Information Provider’s Website), an Officer’s Certificate, in the form attached
hereto as Exhibit HH (or such other form, similar in substance, as may be reasonably acceptable to the Depositor)
stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding
calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable Sub-Servicing
Agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision
and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its
obligations under this Agreement, or the applicable Sub-Servicing Agreement or primary servicing agreement in the case of
an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill
any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof.
Such Officer’s Certificate shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the
Depositor, the Certificate Administrator and such providing parties. Each Certifying Servicer shall (i) with respect to each
Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer, cause (or, in the case of a Sub-Servicer
that is an Additional Servicer that a Mortgage Loan Seller requires the Master Servicer to retain, to use commercially reasonable
efforts to cause) such Additional Servicer, and (ii) with respect to each other Additional Servicer with which it has entered
into a servicing relationship with respect to the Mortgage Loans or the Trust Subordinate Companion Loans, cause such Additional
Servicer to forward a copy of each such statement (or, in the case of the Certificate Administrator, make a copy of each such
statement available on its Internet website) to the Directing Holder and the 17g-5 Information Provider. With respect to any
Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such Officer’s
Certificate from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee
in form and substance similar to the form attached hereto as Exhibit HH. Promptly after receipt of each such Officer’s
Certificate, the Depositor may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer
as to the nature of any failures by the Certifying Servicer or any related Additional Servicer with which the Certifying Servicer
has entered into a servicing relationship with respect to the Mortgage Loans in the fulfillment of any of the Certifying Servicer’s
or Additional Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement.
The obligations of the Certifying Servicer and each Additional Servicer under this Section 11.09 apply to the Certifying
Servicer and each Additional Servicer that serviced a Mortgage Loan or Trust Subordinate Companion Loan during the applicable
period, whether or not such Certifying Servicer or Additional Servicer is acting as the Master Servicer, a Special Servicer, the
Trustee, the Certificate Administrator or Additional Servicer at the time such Officer’s Certificate is required to be delivered.
None of the Master Servicer, Special Servicers or Additional Servicer shall be required to cause the delivery of any such statement
until April 15 in any given year so long as it has received written confirmation from the Depositor that a report on Form 10-K
is not required to be filed in respect of the Trust for the preceding calendar year.


 






    -501-


     


    

 


In
the event the Master Servicer, any Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant
to the terms of this Agreement, such party shall provide, and each of the Master Servicer and the applicable Special Servicer
shall (i) with respect to an Initial Sub-Servicer engaged by such party that is an Additional Servicer that resigns or
is terminated under any applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer to provide
and (ii) with respect to any other Additional Servicer engaged by such party that resigns or is terminated under any applicable
servicing agreement, cause such Additional Servicer to provide, an annual statement of compliance pursuant to this Section 11.09
with respect to the period of time that the Master Servicer, the applicable Special Servicer, the Trustee or the Certificate
Administrator was subject to this Agreement or the period of time that such Additional Servicer was subject to such other servicing
agreement.


 


Section 11.10     
Annual Reports on Assessment of Compliance with Servicing Criteria. (a)  On
or before March 1st of each year, commencing in March 2022, the Master Servicer, the Special Servicers (regardless of whether
the applicable Special Servicer has commenced special servicing of the Mortgage Loans or Trust Subordinate Companion Loans), the
Trustee (provided, however, that the Trustee shall not be required to deliver an assessment of compliance with respect to any
period during which there was no Relevant Servicing Criteria applicable to it), the Custodian, the Operating Advisor and the Certificate
Administrator, each at its own expense, shall furnish (and each such party shall (i) with respect to each Initial Sub-Servicer
engaged by such Master Servicer, Trustee, Operating Advisor, Custodian or Certificate Administrator that is a Servicing Function
Participant, use commercially reasonable efforts to cause such Servicing Function Participant to furnish and (ii) with respect
to each other Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage
Loans (and the Trust Subordinate Companion Loans, if applicable), cause such Servicing Function Participant to furnish) to the
Trustee, the Certificate Administrator, the Depositor (which copy shall be deemed furnished by the Certificate Administrator when
made available on its Internet website) (and, with respect to the Special Servicers, also to the Operating Advisor), and the 17g-5
Information Provider, a report substantially in the form of Exhibit II or such other form provided by such Reporting Servicer
that complies in all material respects with the requirements of Item 1122 of Regulation AB, on an assessment of compliance
with the Servicing Criteria applicable to it that contains (A) a statement by such Reporting Servicer of its responsibility
for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant
Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment
of compliance with the Relevant Servicing Criteria as of and for the period ending the end of the fiscal year covered by the Form 10-K
required to be filed pursuant to Section 11.05, including, if there has been any material instance of noncompliance
with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement
that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance
with the Relevant Servicing Criteria as of and for such period. With respect to any Non-Serviced Companion Loan, the Certificate
Administrator will use its reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced
Special Servicer and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit II.
Such report shall be provided in


 



    -502-


     


    

 


EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate
Administrator and the Reporting Servicer.


 


Each
such report shall be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address
the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit AA hereto delivered
to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor may review each such
report and, if applicable, consult with each Reporting Servicer as to the nature of any material instance of noncompliance with
the Relevant Servicing Criteria applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting
Servicer, as applicable), and (ii) the Certificate Administrator shall confirm that the assessments taken individually address
the Relevant Servicing Criteria for each party as set forth on Exhibit AA and notify the Depositor of any exceptions.
None of the Master Servicer, the Special Servicers, the Certificate Administrator, the Trustee, the Operating Advisor or any Servicing
Function Participant shall be required to cause the delivery of any such assessments until April 15th in any given year so long
as it has received written confirmation from the Depositor that a report on Form 10-K is not required to be filed in
respect of the Trust for the preceding calendar year.


 


Notwithstanding
the foregoing, at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator
and Trustee may provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect
of their combined Relevant Servicing Criteria as set forth on Exhibit AA hereto.


 


(b)          The Master Servicer, the Special Servicers, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge
and agree that the Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with respect to
such party and any Servicing Function Participant with which the Master Servicer, Special Servicers, Trustee, Operating Advisor
or Certificate Administrator has entered into a servicing relationship.


 


(c)         
No later than ten (10) Business Days after the end of each fiscal year for the Trust, the Master Servicer and any Special Servicer
shall notify the Certificate Administrator, the Depositor and each Mortgage Loan Seller as to the name of each Additional Servicer
engaged by it and each Servicing Function Participant utilized by it, in each case other than with respect to any Initial Sub-Servicer,
and the Trustee, the Operating Advisor and the Certificate Administrator shall notify the Depositor and each Mortgage Loan Seller
as to the name of each Servicing Function Participant utilized by it, in each case by providing an updated Exhibit GG,
and each such notice (except to a Mortgage Loan Seller) shall specify what specific Servicing Criteria will be addressed in the
report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicers,
the Trustee, the Certificate Administrator and the Operating Advisor submit their assessments pursuant to Section 11.10(a),
the Master Servicer, the Special Servicers, the Trustee, the Certificate Administrator and the Operating Advisor, as applicable,
shall also at such time include the assessment (and related attestation pursuant to Section 11.11) of each Servicing
Function Participant engaged by it.


 


In
the event the Master Servicer, a Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator
is terminated or resigns pursuant to the


 



    -503-


     


    

 


terms of this Agreement, such party shall provide, and each such party shall cause any
Servicing Function Participant engaged by it to provide (and each of the Master Servicer and the applicable Special Servicer shall
(i) with respect to an Initial Sub-Servicer engaged by such Master Servicer or applicable Special Servicer that is an
Additional Servicer that resigns or is terminated under any applicable servicing agreement, use its reasonable efforts to cause
such Additional Servicer and (ii) with respect to any other Additional Servicer that resigns or is terminated under any applicable
servicing agreement, cause such Additional Servicer to provide) an annual assessment of compliance pursuant to this Section 11.10,
coupled with an attestation as required in Section 11.11 with respect to the period of time that the Master Servicer,
the Special Servicers, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator was subject to this
Agreement or the period of time that the Additional Servicer was subject to such other servicing agreement.


 


(d)          The Operating Advisor may at any time request from the Certificate Administrator confirmation of whether a Control Termination
Event, Operating Advisor Consultation Event or Consultation Termination Event occurred during the previous calendar year, and
upon such request the Certificate Administrator shall deliver such confirmation to the Operating Advisor within fifteen (15) days
of such request.


 


Section 11.11     
Annual Independent Public Accountants’ Attestation Report. On or before March 1st of each year, commencing in
March 2022, the Master Servicer, the applicable Special Servicer, the Trustee, the Custodian, the Operating Advisor and the Certificate
Administrator, each at its own expense, shall cause (and each such party shall (i) with respect to each Initial Sub-Servicer
engaged by such Master Servicer, Special Servicers, Trustee, Operating Advisor or Certificate Administrator that is a Servicing
Function Participant use commercially reasonable efforts to cause such Servicing Function Participant to cause and (ii) with
respect to each other Servicing Function Participant with which it has entered into a servicing relationship with respect to the
Mortgage Loans (and the Trust Subordinate Companion Loans, if applicable), cause such Servicing Function Participant to cause)
a registered public accounting firm (which may also render other services to the Master Servicer, the Special Servicers, the Trustee,
the Certificate Administrator, the Custodian, the Operating Advisor or the applicable Servicing Function Participant, as the case
may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Trustee (who
shall promptly post such report on the Certificate Administrator’s Website pursuant to Section 3.13(b)), the
Certificate Administrator, the Depositor, the 17g-5 Information Provider and, prior to the occurrence of a Consultation Termination
Event, the Directing Holder, and, promptly, but not earlier than the second Business Day following the delivery of such report
to the 17g-5 Information Provider, to the Rating Agencies, to the effect that (i) it has obtained a representation regarding
certain matters from the management of such Reporting Servicer, which includes an assertion that such Reporting Servicer has complied
with the Relevant Servicing Criteria applicable to it and (ii) on the basis of an examination conducted by such firm in accordance
with standards for attestation engagements issued or adopted by the PCAOB, it is issuing an opinion as to whether such Reporting
Servicer’s assessment of compliance with the Relevant Servicing Criteria applicable to it was fairly stated in all material
respects. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such
report why it was unable to express such an opinion. Each such related accountant’s attestation report shall be made in
accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the


 



    -504-


     


    

 


Exchange
Act. Such report must be available for general use and not contain restricted use language. With respect to any Non-Serviced
Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report from the applicable Non-Serviced
Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee. Copies of such statement will be provided by
the Certificate Administrator in accordance with Section 3.13(b). Such report shall be provided in EDGAR-Compatible
Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and the providing parties.


 


Promptly
after receipt of such report from the Master Servicer, any Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor, the Custodian or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable,
consult with the Master Servicer, the applicable Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate
Administrator as to the nature of any defaults by the Master Servicer, the Special Servicers, the Trustee, the Operating Advisor,
the Custodian, the Certificate Administrator or any Servicing Function Participant with which it has entered into a servicing
relationship with respect to the Mortgage Loans (and the Trust Subordinate Companion Loans, if applicable), as the case may be,
in the fulfillment of any of the Master Servicer’s, the Special Servicer’s, the Trustee’s, the Certificate Administrator’s,
the Operating Advisor’s, the Custodian’s or the applicable Servicing Function Participants’ obligations hereunder
or under the applicable sub servicing or primary servicing agreement, and (ii) the Certificate Administrator shall confirm
that each accountants’ attestation report submitted pursuant to this Section 11.11 relates to an assessment
of compliance meeting the requirements of Section 11.10 and notify the Depositor of any exceptions. None of the Master
Servicer, the Special Servicers, the Trustee, the Certificate Administrator, the Operating Advisor, the Custodian nor any Additional
Servicer shall be required to deliver, or shall be required to cause the delivery of such reports until April 15th in any
given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be
filed with respect to the Trust for the preceding fiscal year.


 


Section 11.12     
Indemnification. Each of the Master Servicer, the Special Servicers, the Trustee, the Certificate Administrator, the Custodian,
the Asset Representations Reviewer and the Operating Advisor shall indemnify and hold harmless each Certification Party and each
Other Depositor (and such Other Depositor’s officers, directors and Affiliates) from and against any claims, losses, damages,
penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by such
Certification Party or Other Depositor (or such Other Depositor’s officers, directors and Affiliates), as applicable, arising
out of (i) an actual breach by the Master Servicer, such Special Servicer, the Trustee, the Operating Advisor, the Custodian,
the Asset Representations Reviewer or the Certificate Administrator, as the case may be, of its obligations under this ARTICLE
XI, (ii) negligence, bad faith or willful misconduct on the part of the Master Servicer, such Special Servicer, the Trustee,
the Operating Advisor, the Custodian, the Asset Representations Reviewer or the Certificate Administrator in the performance of
such obligations, or (iii) delivery of any Deficient Exchange Act Deliverable.


 


The
Master Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial
Sub-Servicer engaged by the Master Servicer, the Trustee or Certificate Administrator that is a Servicing Function Participant
or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each


 



    -505-


     


    

 


other Additional
Servicer and each Servicing Function Participant with which, in each case, it has entered into a servicing relationship with respect
to the Mortgage Loans (and the Trust Subordinate Companion Loans, if applicable), cause such party to, in each case, indemnify
and hold harmless each Certification Party and each Other Depositor (and such Other Depositor’s officers, directors and
Affiliates) from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related
costs, judgments and any other costs, fees and expenses incurred by such Certification Party or Other Depositor (or such Other
Depositor’s officers, directors and Affiliates), as applicable, arising out of (a) a breach of its obligations to provide
any of the annual compliance statements or annual assessment of compliance with the Servicing Criteria or attestation reports
pursuant to the applicable sub-servicing or primary servicing agreement, (b) negligence, bad faith or willful misconduct
on its part in the performance of such obligations, (c) any failure by it, as a Servicer (as defined in Section 11.02(b))
to identify a Servicing Function Participant pursuant to Section 11.02(c) or Section 11.02(d) delivery
of any Deficient Exchange Act Deliverable.


 


In
addition, each of the Master Servicer, the Special Servicers, the Operating Advisor, the Custodian, the Certificate Administrator,
the Asset Representations Reviewer and the Trustee shall cooperate (and require each Servicing Function Participant and Additional
Servicer retained by it to cooperate under the applicable Sub-Servicing Agreement) with the Depositor (and each Other Depositor)
as necessary for the Depositor (and each Other Depositor) to conduct any reasonable due diligence necessary to evaluate and assess
any material instances of non-compliance disclosed in any of the deliverables required by the applicable reporting requirements
under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder (“Reporting
Requirements”).


 


In
connection with comments provided to the Depositor from the Commission or its staff regarding information (x) delivered by the
Master Servicer, the Special Servicers, the Operating Advisor, the Custodian, the Certificate Administrator, the Trustee, a Servicing
Function Participant, the Asset Representations Reviewer or an Additional Servicer, as applicable (“Affected Reporting
Party”), (y) regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or any registered
public accounting firm, attorney or other agent retained by such Affected Reporting Party to prepare such information, which information
is contained in a report filed by the Depositor under the Reporting Requirements and which comments are received subsequent to
the Depositor’s filing of such report, the Depositor shall promptly provide to such Affected Reporting Party any such comments
which relate to such Affected Reporting Party. Such Affected Reporting Party shall be responsible for timely preparing a written
response to the Commission or its staff for inclusion in the Depositor’s response to the Commission or its staff, unless
such Affected Reporting Party elects, with the consent of the Depositor (which consent shall not be unreasonably denied, withheld
or delayed), to directly communicate with the Commission or its staff and negotiate a response and/or resolution with the Commission
or its staff; provided, however, if an Affected Reporting Party is a Servicing Function Participant or Additional
Servicer retained by the Master Servicer, the Master Servicer shall receive copies of all material communications pursuant to
this Section 11.12. If such election is made, the applicable Affected Reporting Party shall be responsible for directly
negotiating such response and/or resolution with the Commission or its staff in a timely manner; provided that (i) such
Affected Reporting Party shall use reasonable efforts to keep the Depositor informed of its progress with the Commission or its
staff and copy


 



    -506-


     


    

 


the Depositor on all correspondence with the Commission or its staff and provide the Depositor with the opportunity
to participate (at the Depositor’s expense) in any telephone conferences and meetings with the Commission or its staff and
(ii) the Depositor shall cooperate with any Affected Reporting Party in order to authorize such Affected Reporting Party and its
representatives to respond to and negotiate directly with the Commission or its staff with respect to any comments from the Commission
or its staff relating to such Affected Reporting Party and to notify the Commission or its staff of such authorization. The Depositor
and the Affected Reporting Party shall cooperate and coordinate with one another with respect to any requests made to the Commission
or its staff for extension of time for submitting a response or compliance. All respective reasonable out-of-pocket costs and
expenses incurred by the Depositor (including reasonable legal fees and expenses of outside counsel to the Depositor) in connection
with the foregoing (other than those costs and expenses required to be at the Depositor’s expense as set forth above) and
any amendments to any reports filed with the Commission or its staff related thereto shall be promptly paid by the applicable
Affected Reporting Party upon receipt of an itemized invoice from the Depositor. Each of the Master Servicer, the Special Servicers,
the Operating Advisor, the Custodian, the Certificate Administrator and the Trustee shall (i) with respect to any Initial
Sub-Servicer engaged by it that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts
to cause such party to, and (ii) with respect to each other Additional Servicer and each Servicing Function Participant with
which, in each case, it has entered into a servicing relationship with respect to the Mortgage Loans (and the Trust Subordinate
Companion Loans, if applicable), cause such party to, comply with the foregoing by inclusion of similar provisions in the related
sub-servicing or similar agreement.


 


If
the indemnification provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master
Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor
(the “Performing Party”) shall contribute to the amount paid or payable to the Certification Party as a result
of the losses, claims, damages or liabilities of the Certification Party in such proportion as is appropriate to reflect the relative
fault of the Certification Party on the one hand and the Performing Party on the other in connection with a breach of the Performing
Party’s obligations pursuant to Sections 11.06, 11.09 (if applicable), 11.10, 11.11 (or
breach of its obligations under the applicable sub-servicing or primary servicing agreement to provide any of the annual compliance
statements or annual Servicing Criteria compliance reports or attestation reports) or the Performing Party’s negligence,
bad faith or willful misconduct in connection therewith. The Master Servicer, the Trustee, the Operating Advisor and the Certificate
Administrator shall (i) with respect to any Initial Sub-Servicer engaged by the Master Servicer, the Trustee or Certificate
Administrator that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such
party to, and (ii) with respect to each other Additional Servicer or Servicing Function Participant, in each case, with which
it has entered into a servicing relationship with respect to the Mortgage Loans (and the Trust Subordinate Companion Loans, if
applicable) cause such party, in each case, to agree to the foregoing indemnification and contribution obligations. This Section 11.12
shall survive the termination of this Agreement or the earlier resignation or removal of the Master Servicer, any Special
Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator.


 






    -507-


     


    

 


In
connection with Deficient Exchange Act Deliverables, each of the Master Servicer, the Special Servicers, the Custodian and the
Trustee and each Affected Reporting Party shall cooperate (and require each Servicing Function Participant and Additional Servicer
retained by it to cooperate under the applicable Sub-Servicing Agreement), with each Other Depositor (including, without limitation,
providing all due diligence information, reports, written responses, negotiations and coordination) to the same extent as such
party is required to cooperate with the Depositor under this Section 11.12. All respective reasonable out-of-pocket
costs and expenses incurred by each Other Depositor (including reasonable legal fees and expenses of outside counsel to such depositor)
in connection with a Deficient Exchange Act Deliverable (other than those costs and expenses related to participation by such
Other Depositor in any telephone conferences and meetings with the Commission and other costs the Other Depositor must bear pursuant
to this Section 11.12) and any amendments to any reports filed with the Commission therewith shall be promptly paid
by the applicable Affected Reporting Party to the Other Depositor to the same extent as would be required to be paid to the Depositor
under this Section 11.12 upon receipt of an itemized invoice from such Other Depositor.


 


Section 11.13     
Amendments. This ARTICLE XI may be amended with the written consent of the parties hereto pursuant to Section 13.01
for purposes of complying with Regulation AB and/or to conform to standards developed within the commercial mortgage-backed
securities market and the Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s Certificates, Rating Agency
Confirmation with respect to the Certificates or, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation
or the consent of any Certificateholder, notwithstanding anything to the contrary contained in this Agreement; provided that the
reports and certificates required to be prepared pursuant to Sections 3.13, 11.09, 11.10 and 11.11
shall not be eliminated without Rating Agency Confirmation with respect to the Certificates and, with respect to a Serviced
Whole Loan, Companion Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities.


 


Section 11.14     
Regulation AB Notices. Any notice, report or certificate required to be delivered by any of the Master Servicer, the
Special Servicers, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian or
the Trustee, as the case may be, to the Depositor pursuant to this ARTICLE XI may be delivered via e-mail (and additionally
delivered via phone or telecopy), notwithstanding the provisions of Section 13.05, to GS Mortgage Securities Corporation
II, 200 West Street, New York, New York 10282, Attention: Leah Nivison, fax number: (212) 428-1439, e-mail: leah.nivison@gs.com,
with copies to: Joe Osborne, e-mail: joe.osborne@gs.com and gs-refgsecuritization@gs.com.


 


Section 11.15     
Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans. (a)  Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicers shall, and the Master Servicer and
the applicable Special Servicer shall use commercially reasonable efforts to cause any Sub-Servicer appointed with respect to
any Serviced Pari Passu Companion Loan to, upon written request or notice from a Mortgage Loan Seller (or a permitted transferee
of such Mortgage Loan Seller pursuant to the related Co-Lender Agreement), reasonably cooperate with the related Mortgage Loan
Seller (or such permitted transferee) selling any Serviced Pari Passu Companion Loan into a securitization that is required to
comply with Regulation AB (a “Regulation AB Companion Loan 


 



    -508-


     


    

 


Securitization”) and, to the extent needed in order
to comply with Regulation AB, provide to the related Mortgage Loan Seller (or such permitted transferee) information about itself
that such Mortgage Loan Seller reasonably requires to meet the requirements of Items 1117 and 1119 and paragraphs (b), (c)(3),
(c)(4) and (c)(5) of Item 1108 of Regulation AB and shall reasonably cooperate with the related Mortgage Loan Seller to provide
such other information as may be reasonably necessary to comply with the requirements of Regulation AB. Each of the Trustee, the
Certificate Administrator, the Master Servicer and any Special Servicer understands that such information may be included in the
offering material related to a Regulation AB Companion Loan Securitization and agrees to (i) negotiate in good faith an agreement
(subject to the final sentence of this subsection) to indemnify and hold the related depositor and underwriters involved in the
offering of the related Certificates harmless for any costs, liabilities, fees and expenses incurred by the depositor or such
underwriters as a result of any material misstatements or omissions or alleged material misstatements or omissions in any such
offering material to the extent that such material misstatement or omission was made in reliance upon any such information provided
by the Trustee (where such information pertains to the Trustee individually and not to any specific aspect of the Trustee’s
duties or obligations under this Agreement), the Certificate Administrator (where such information pertains to the Certificate
Administrator individually and not to any specific aspect of the Certificate Administrator’s duties or obligations under
this Agreement), the Master Servicer (where such information pertains to the Master Servicer individually and not to any specific
aspect of the Master Servicer’s duties or obligations under this Agreement) and the Special Servicers (where such information
pertains to the applicable Special Servicer individually and not to any specific aspect of the applicable Special Servicer’s
duties or obligations under this Agreement), as applicable, to such depositor, underwriters or Mortgage Loan Sellers (or permitted
transferee) as required by this clause (a) and (ii) deliver such securities law opinion(s) of counsel, certifications
and/or indemnification agreement(s) (to the extent the cost thereof is paid by the related Mortgage Loan Seller) with respect
to such information that are substantially similar to those delivered with respect to the offering material for this securitization
by the Master Servicer, the Special Servicers, Trustee or Certificate Administrator, as the case may be, or their respective counsel,
in connection with the information concerning such party in the offering material related to a Regulation AB Companion Loan Securitization.
Notwithstanding the foregoing, to the extent that the information provided by the Trustee, the Certificate Administrator the Master
Servicer or the applicable Special Servicer, as applicable, for inclusion in the offering materials related to such Regulation
AB Companion Loan Securitization is substantially and materially similar to the information provided by such party with respect
to the offering materials related to this transaction, subject to any required changes due to any amendments to Regulation AB
or any changes in the interpretation of Regulation AB, such party shall be deemed to be in compliance with this Section 11.15(a).
Any indemnification agreement executed by the Trustee, the Certificate Administrator the Master Servicer or the applicable Special
Servicer in connection with the Regulation AB Companion Loan Securitization shall be substantially similar to the related indemnification
agreement executed in connection with this Agreement. It shall be a condition precedent to any party’s obligations otherwise
set forth above and/or elsewhere in ARTICLE XI that the applicable Mortgage Loan Seller (or permitted transferee or other
party designated by such Mortgage Loan Seller, including the Other Depositor) shall have (a) provided reasonable advance
notice (and, in any event, not less than ten (10) Business Days) of the exercise of its rights hereunder and (b) paid, or
entered into reasonable agreement to cause to be


 



    -509-


     


    

 


paid, the reasonable out-of-pocket expenses (including reasonable fees and expenses
of counsel) incurred by such party in reviewing and/or causing the delivery of any disclosure, opinion of counsel or indemnification
agreement.


 


(b)          Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicers shall, and the Master Servicer
and the applicable Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed
with respect to a Serviced Securitized Companion Loan to, upon request or notice from such parties (which request or notice may
be given once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), cooperate
with the depositor, trustee, certificate administrator, master servicer or special servicer for any Regulation AB Companion Loan
Securitization in preparing each Form ABS-15G, Form 8-K, Form 10-D, Form ABS-EE and Form 10-K required to
be filed by such Regulation AB Companion Loan Securitization (until January 30 of the first year in which the trustee or other
applicable party for such Regulation AB Companion Loan Securitization files a Form 15 Suspension Notification with respect
to the related trust) and shall provide to such depositor, trustee, certificate administrator or master servicer within the time
period set forth in the Other Pooling and Servicing Agreement (so long as such time period is no earlier than the time periods
set forth herein) for such Regulation AB Companion Loan Securitization such information relating to a Serviced Securitized Companion
Loan as may be reasonably necessary for the depositor, trustee, certificate administrator and master servicer of the Regulation
AB Companion Loan Securitization to comply with the reporting requirements of Regulation AB, the Securities Act and the Exchange
Act; provided, however, that any parties to any Regulation AB Companion Loan Securitization shall consult with the
Trustee, the Certificate Administrator, the Master Servicer and the applicable Special Servicer (and Master Servicer shall consult
with any Sub-Servicer appointed with respect to the related Serviced Whole Loan), and the Trustee, the Certificate Administrator,
such Master Servicer and the applicable Special Servicer shall cooperate with such parties in respect of establishing the time
periods for preparation of the Form 10-D and Form ABS-EE reports in the documentation for such Regulation AB Companion Loan
Securitization. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or
the applicable Special Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation
requirements imposed on such party in ARTICLE XI of this Agreement (other than this Section 11.15) with respect
to the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(b) with respect
to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this
Section 11.15(b).


 


(c)         
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicers shall, and the Master Servicer
and the applicable Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed
with respect to a Serviced Securitized Companion Loan to, upon request or notice from such trustee or certificate administrator
(which request or notice may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each
time a filing is required), provide the trustee or certificate administrator, as applicable, under a Regulation AB Companion Loan
Securitization (until January 30 of the first year in which the trustee or certificate administrator, as applicable, for such
Regulation AB Companion Loan Securitization files a Form 15 Suspension Notification with respect to the related trust) information
with respect to any event


 



    -510-


     


    

 


 that is required to be disclosed under Form 8-K with respect to a Serviced Securitized Companion
Loan within two (2) Business Days after the occurrence of such event of which it has knowledge. Notwithstanding the foregoing,
to the extent the Trustee, the Certificate Administrator, the Master Servicer or any Special Servicer, as the case may be, complies
in all material respects with the timing, reporting and attestation requirements imposed on such party in ARTICLE XI of
this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting and attestation requirements
contemplated in this Section 11.15(c) with respect to such Regulation AB Companion Loan Securitization, such party
shall be deemed to be in compliance with the provisions of this Section 11.15(c).


 


(d)         
On or before March 1st of each year commencing in March 2022, during which a Regulation AB Companion Loan Securitization is required
to file an annual report on Form 10-K (and not in respect of any year in which Regulation AB Companion Loan Securitization
is not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the
related trust was filed), each of the Trustee, the Master Servicer and the Special Servicers shall, and the Master Servicer and
the applicable Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed
with respect to a Serviced Securitized Companion Loan to, upon request or notice from such trustee or certificate administrator
(which request or notice may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each
time a filing is required), provide, with respect to itself, to the trustee or certificate administrator, as applicable, under
such Regulation AB Companion Loan Securitization, to the extent required pursuant to Item 1122 of Regulation AB, (i) a report
on an assessment of compliance with the Servicing Criteria to the extent required pursuant to Item 1122(a) of Regulation AB, (ii)
a registered accounting firm’s attestation report on such Person’s assessment of compliance with the applicable Servicing
Criteria to the extent required pursuant to Item 1122(b) of Regulation AB and (iii) such other information as may be required
pursuant to Item 1122(c) of Regulation AB. Notwithstanding the foregoing, to the extent the Master Servicer or the applicable
Special Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation requirements
imposed on such party in ARTICLE XI of this Agreement (other than this Section 11.15) with respect to the comparable
timing, reporting and attestation requirements contemplated in this Section 11.15(d) with respect to such Regulation
AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(d).


 


(e)         
On or before March 1st of each year commencing in March 2022, during which a Regulation AB Companion Loan Securitization is required
to file an annual report on Form 10-K (and not in respect of any year in which Regulation AB Companion Loan Securitization
is not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the
related trust was filed), each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicers shall,
and the Master Servicer and the applicable Special Servicer shall use commercially reasonable efforts to cause any Servicing Function
Participant appointed with respect to a Serviced Securitized Companion Loan to, to the extent required pursuant to Item 1123 of
Regulation AB, deliver, with respect to itself, to the trustee or certificate administrator under such Regulation AB Companion
Loan Securitization, upon request or notice from such trustee (which request or notice may be given once at the closing of such
Regulation AB Companion Loan Securitization instead of each time a


 



    -511-


     


    

 


filing is required), under such Regulation AB Companion Loan
Securitization a servicer compliance statement signed by an authorized officer of such Person that satisfies the requirements
of Item 1123 of Regulation AB. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master
Servicer or the applicable Special Servicer, as the case may be, complies in all material respects with the timing, reporting
and attestation requirements imposed on such party in ARTICLE XI of this Agreement (other than this Section 11.15)
with respect to the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(e)
with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions
of this Section 11.15(e).


 


(f)          
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicers shall use commercially reasonable
efforts to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity limited to
each such parties respective failure described below) and hold the related Mortgage Loan Seller (or permitted transferee), depositor,
sponsor(s), trustee, certificate administrator or master servicer under a Regulation AB Companion Loan Securitization harmless
for any costs, liabilities, fees and expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s), trustee, certificate
administrator or master servicer as a result of any failure by the Servicing Function Participant to comply with the reporting
requirements to the extent applicable set forth under Sections 11.15(b), (c), (d) or (e) above.


 


Any
Sub-Servicing Agreement related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer
to provide to the Master Servicer or the applicable Special Servicer, as the case may be, information, reports, statements and
certificates with respect to itself and such Serviced Securitized Companion Loan comparable to any information, reports, statements
or certificates required to be provided by the Master Servicer or the applicable Special Servicer pursuant to this Section 11.15,
even if such Sub-Servicer is not otherwise required to provide such information, reports or certificates to any Person in order
to comply with Regulation AB. Such information, reports or certificates shall be provided to the Master Servicer or the applicable
Special Servicer, as applicable, no later than two (2) Business Days prior to the date on which the Master Servicer or the applicable
Special Servicer, as applicable, is required to deliver its comparable information, reports, statements or certificates pursuant
to this Section 11.15.


 


(g)         
With respect to any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the applicable Other Depositor has
notified the Master Servicer or the applicable Special Servicer, as applicable, in writing is a “significant obligor”
(within the meaning of Item 1101(k) of Regulation AB) (together with notification of the Relevant Distribution Date) with respect
to an Other Securitization that includes such Serviced Companion Loan, to the extent that the Master Servicer or the applicable
Special Servicer, as applicable, is in receipt of the updated financial statements of such “significant obligor” for
any calendar quarter (other than the fourth calendar quarter of any calendar year) from the Mortgagor, beginning with the first
calendar quarter following receipt of such notice from the Other Depositor, or the updated financial statements of such “significant
obligor” for any calendar year, beginning for the calendar year following such notice from the Other Depositor, as applicable,
the Master Servicer or the applicable Special Servicer, as applicable, shall deliver to


 



    -512-


     


    

 


the Other Depositor, on or prior to the
day that occurs two (2) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seven (7) Business
Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, (A) if such financial statement
receipt occurs twelve (12) or more Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seventeen
(17) or more Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial
statements of the “significant obligor”, together with the net operating income of such “significant obligor”
for the applicable period as calculated by the Master Servicer or the applicable Special Servicer, as applicable, in accordance
with CREFC® guidelines and (B) if such financial statement receipt occurs less than twelve (12) Business Days
prior to the related Significant Obligor NOI Quarterly Filing Deadline or less than seventeen (17) Business Days prior to the
related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of the “significant obligor”,
together with the net operating income of such “significant obligor” for the applicable period as reported by the
related Mortgagor in such financial statements.


 


If
the Master Servicer or the applicable Special Servicer, as applicable, does not receive financial information satisfactory to
comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case may be, of such “significant obligor”
within ten (10) Business Days after the date such financial information is required to be delivered under the related Mortgage
Loan documents, the Master Servicer or the applicable Special Servicer, as applicable, shall notify the Other Depositor with respect
to such Other Securitization that includes the related Companion Loan (and shall cause each applicable Sub-Servicing Agreement
to require any related Sub-Servicer to notify such Other Depositor) that it has not received such financial information. The Master
Servicer or the applicable Special Servicer, as applicable, shall use efforts consistent with the Servicing Standard (taking into
account, in addition, the ongoing reporting obligations of such Other Depositor under the Exchange Act) to obtain the periodic
financial statements of the related Mortgagor under the related Mortgage Loan documents.


 


The
Master Servicer or the applicable Special Servicer, as applicable, shall (and shall cause any related Sub-Servicing Agreement
entered into after receipt of written notice from the Other Depositor that such Serviced Pari Passu Companion Loan is a significant
obligor to require the related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts
to contact the related Mortgagor related to any such “significant obligor” (identified to it as such by the Other
Depositor in accordance with the second preceding paragraph) to obtain the required financial information and is unsuccessful
and, within five (5) Business Days prior to the date in which a Form 10-D or Form 10-K, as applicable, is required to be filed
by the Other Securitization, shall forward an Officer’s Certificate evidencing its attempts to obtain this information to
the certificate administrator and Other Depositor related to such Other Securitization. This Officer’s Certificate should
be addressed to the certificate administrator at its corporate trust office, as specified in the related Other Pooling and Servicing
Agreement.


 


Section 11.16     
Certain Matters Regarding Significant Obligors. For the avoidance of doubt, there is no “significant obligor”
(within the meaning of Item 1101(k) of Regulation AB) as of the Closing Date (“Significant Obligor”) related
to the Trust.


 






    -513-


     


    

 


Notwithstanding
anything contained in this Section 11.16, in the event that the Certificate Administrator files a Form 15 Suspension
Notification pursuant to Section 11.08 of this Agreement and so long as the Trust is not subject to the reporting
requirements of the Exchange Act, the Master Servicer shall not be required to fulfill its obligations under this Section 11.16.


 


Section 11.17     
Impact of Cure Period. For the avoidance of doubt, neither the Master Servicer nor the Special Servicers shall be subject
to a Servicer Termination Event pursuant to clause (iii) of the definition thereof, nor shall any such party be deemed to
not be in compliance under this Agreement, during any grace period provided for in such clause (iii); provided that
if any such party fails to comply with the requirements of this ARTICLE XI by the expiration of any applicable grace period
such failure shall constitute a Servicer Termination Event with respect to such party.


 


ARTICLE
XII



the asset representations reviewer


 


Section 12.01     
Asset Review. (a)  On or prior to each Distribution Date,
based on the CREFC® Delinquent Mortgage Loan Status Report and/or the CREFC® Loan Periodic Update File delivered
by the Master Servicer for such Distribution Date, the Certificate Administrator shall determine if an Asset Review Trigger has
occurred. If an Asset Review Trigger is determined to have occurred, the Certificate Administrator shall promptly provide notice
to all Certificateholders and the Pooled RR Interest Owner, the Controlling Class Representative and each other party to this
Agreement. Any notice required to be delivered to the Certificateholders and the Pooled RR Interest Owner pursuant to this ARTICLE
XII shall be delivered by the Certificate Administrator by posting such notice on the Certificate Administrator’s Website,
by mailing such notice to the Certificateholders’ addresses appearing in the Certificate Register in the case of Definitive
Certificates (and by delivering such notice via the Depository in the case of Book-Entry Certificates and by mailing such notice
to the Pooled RR Interest Owner’s address). The Certificate Administrator shall include in the Form 10-D relating to
the reporting period in which the Asset Review Trigger occurred the following statement describing the events that caused the
Asset Review Trigger to occur: “As of the [Date of Distribution], the following mortgage loans identified below are 60 or
more days delinquent and an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred”. On each
Distribution Date occurring after providing such notice to Certificateholders and the Pooled RR Interest Owner, the Certificate
Administrator, based on information provided to it by the Master Servicer, shall determine whether (1) any additional Mortgage
Loan has become a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether an Asset
Review Trigger has ceased to exist, and, if there is an occurrence of any of the events or circumstances identified in clauses
(1), (2) and/or (3), deliver written notice of such information (which may be via e-mail) substantially in the
form attached hereto as Exhibit RR within two (2) Business Days of such determination to the Master Servicer, the Special
Servicers, the Operating Advisor and the Asset Representations Reviewer.


 


If
Certificateholders evidencing not less than 5.0% of the Pooled Voting Rights deliver to the Certificate Administrator, within
ninety (90) days after the filing of the Form 10-D


 



    -514-


     


    

 


reporting the occurrence of an Asset Review Trigger, a written direction
requesting a vote to commence an Asset Review (such written direction, the “Asset Review Vote Election”), then
upon receipt of the Asset Review Vote Election, the Certificate Administrator shall promptly provide written notice thereof to
the Asset Representations Reviewer and all Certificateholders and the Pooled RR Interest Owner and conduct a solicitation of votes
in accordance with Section 5.09 to authorize an Asset Review. Upon the affirmative vote to authorize an Asset Review
evidencing at least a majority of the votes casts but in any event at least a majority of an Asset Review Quorum within one hundred
fifty (150) days of receipt of the Asset Review Vote Election (an “Affirmative Asset Review Vote”), the Certificate
Administrator shall promptly provide written notice thereof to all parties to this Agreement, the Underwriters, the Mortgage Loan
Sellers, the Controlling Class Representative, the Pooled Risk Retention Consultation Parties, the Pooled RR Interest Owner and
the Certificateholders (the “Asset Review Notice”). Upon receipt of an Asset Review Notice, the Asset Representations
Reviewer shall request access to the Secure Data Room by providing the Certificate Administrator with a certification substantially
in the form attached hereto as Exhibit QQ (which shall be sent via e-mail to trustadministrationgroup@wellsfargo.com or
submitted electronically via the Certificate Administrator’s Website). Upon receipt of such certification, the Certificate
Administrator shall promptly (and in any case, within two (2) Business Days after such receipt) grant the Asset Representations
Reviewer access to the Secure Data Room. In the event an Affirmative Asset Review Vote has not occurred within such 150-day period
following the receipt of the Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an Asset Review
and the Asset Representations Reviewer will not be required to review any Delinquent Loan unless and until (A) an additional
Mortgage Loan has become a Delinquent Loan after the expiration of such 150-day period, (B) an Asset Review Trigger has occurred
as a result or an Asset Review Trigger is otherwise in effect, (C) the Certificate Administrator has timely received an Asset
Review Vote Election after the occurrence of the events described in clauses (A) and (B) in this sentence and
(D) an Affirmative Asset Review Vote has occurred within one hundred fifty (150) days after the Asset Review Vote Election
described in clause (C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative Asset
Review Vote, no Certificateholder may make any additional Asset Review Vote Election except as described in the immediately preceding
sentence. Any reasonable out-of-pocket expenses incurred by the Certificate Administrator in connection with administering such
vote will be paid as an expense of the Trust from the Collection Account. The Certificate Administrator shall be entitled to administer
any vote in connection with the foregoing through an agent.


 


(b)              
(i)  Upon receipt of an Asset Review Notice, the Custodian (with respect to the following clauses (1) - (5)
for Non-Specially Serviced Mortgage Loans), the Master Servicer (with respect to the following clause (6) and (7) for
Non-Specially Serviced Mortgage Loans) and the applicable Special Servicer (with respect to Specially Serviced Mortgage Loans),
in each case to the extent in such party’s possession, shall promptly, but in no event later than ten (10) Business Days
(except with respect to the following clause (7)) after receipt of such notice from the Certificate Administrator,
provide, or make available, the following materials for each Delinquent Loan (in electronic format) to the Asset Representations
Reviewer (collectively, with the Diligence Files, any notice of a Breach of a representation or warranty relating to any Delinquent
Loan received by the Asset Representations Reviewer from any other party to this Agreement, a copy of the Prospectus, a copy of
each related Mortgage Loan Purchase Agreement and a copy of this Agreement, the “Review Materials”):


 






    -515-


     


    

 


(1)       a
copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that
is subject to an Asset Review;


 


(2)       a
copy of an assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in favor of
the Trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


(3)       
a copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not
already covered pursuant to items (1) or (2) above;


 


(4)       a
copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC Financing Statements related to each Delinquent
Loan that is subject to an Asset Review;


 


(5)       a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related
to each Delinquent Loan that is subject to an Asset Review;


 


(6)       a
copy of any notice previously delivered by the Master Servicer or the applicable Special Servicer, as applicable, of any alleged
defect or Breach with respect to any Delinquent Loan; and


 


(7)       any
other related documents that were entered into or delivered in connection with the origination of such Mortgage Loan that are
necessary in connection with the Asset Representations Reviewer’s completion of any Asset Review and that are that are reasonably
requested by the Asset Representations Reviewer in the time frame and as otherwise described below.


 


(ii)         
In addition, in the event that, as part of an Asset Review of any Delinquent Loan, the Asset Representations Reviewer determines
that the Review Materials provided to it with respect to such Delinquent Loan are missing any documents that are required to be
part of the Review Materials for such Mortgage Loan or which were entered into or delivered in connection with the origination
of such Mortgage Loan that, in either case, are necessary in connection with its completion of any Test in connection with such
Asset Review, the Asset Representations Reviewer shall promptly, but in no event later than ten (10) Business Days after receipt
of the Review Materials, notify the Master Servicer (with respect to Non-Specially Serviced Mortgage Loans) or the applicable
Special Servicer (with respect to Specially Serviced Mortgage Loans), as applicable, of such missing documents, and the Master
Servicer or the applicable Special Servicer shall promptly, but in no event later than ten (10) Business Days after receipt of
such notification from the Asset Representations Reviewer, deliver to the Asset Representations Reviewer such missing documents
to the extent they are in its possession; provided that any such notification and/or request shall be in writing, specifically
identifying the documents being requested and sent to the notice address for


 



    -516-


     


    

 


the related party set forth in Section 13.05
of this Agreement. In the event any missing documents are not provided by the Master Servicer or the applicable Special Servicer,
as applicable, within such 10-Business Day period, the Asset Representations Reviewer shall request such documents from the related
Mortgage Loan Seller; provided that such Mortgage Loan Seller shall be required under the related Mortgage Loan Purchase
Agreement to, deliver such additional documents only to the extent such documents are in the possession of such Mortgage Loan
Seller.


 


With
respect to any Delinquent Loan that is a Non-Serviced Mortgage Loan, to the extent any documents required by the Asset Representations
Reviewer to complete a Test are missing or have not been received from the related Mortgage Loan Seller, the Asset Representations
Reviewer shall request such document(s) from the related Non-Serviced Master Servicer (if such Non-Serviced Mortgage Loan is being
serviced by a Non-Serviced Master Servicer) or the related Non-Serviced Special Servicer (if such Non-Serviced Mortgage Loan is
being serviced by a Non-Serviced Special Servicer).


 


(iii)         
The Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a
Person that is not a party to this Agreement or the applicable Mortgage Loan Seller, and shall do so only if such information
can be independently verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined
by the Asset Representations Reviewer in its good faith and sole discretion to be relevant to the Asset Review (any such information,
“Unsolicited Information”) conducted pursuant to this Section 12.01 hereof.


 


(iv)         
Upon receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence Files posted to the
Secure Data Room with respect to a Delinquent Loan, the Asset Representations Reviewer, as an independent contractor, shall commence
a review of the compliance of each Delinquent Loan with the representations and warranties related to that Delinquent Loan (such
review, the “Asset Review”). The Asset Representations Reviewer shall perform an Asset Review with respect
to each representation and warranty made by the related Mortgage Loan Seller with respect to such Delinquent Loan in accordance
with the Asset Review Standard and the procedure set forth on Exhibit PP (each such procedure, a “Test”);
provided, however, the Asset Representations Reviewer may, but is under no obligation to, modify any Test and/or
associated Review Materials described in Exhibit PP if, and only to the extent, the Asset Representations Reviewer determines
pursuant to the Asset Review Standard that it is necessary to modify such Test and/or such associated Review Materials in order
to facilitate its Asset Review in accordance with the Asset Review Standard. Once an Asset Review of a Mortgage Loan is completed,
no further Asset Review shall be required in respect of, or performed on, such Mortgage Loan notwithstanding that such Mortgage
Loan may continue to be a Delinquent Loan or again become a Delinquent Loan at a time when a new Asset Review Trigger occurs and
a new Affirmative Asset Review Vote is obtained subsequent to the occurrence of such new Asset Review Trigger.


 






    -517-


     


    

 


(v)         
The Asset Representations Reviewer shall not be required to review any information other than (x) the Review Materials or (y)
if applicable, Unsolicited Information.


 


(vi)         
The Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without independent
investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively
rely on such Review Materials.


 


(vii)         
In the event that the Asset Representations Reviewer determines that the Review Materials are insufficient to complete a Test
and such missing documentation is not delivered to the Asset Representations Reviewer by the related Mortgage Loan Seller, the
Master Servicer (with respect to Non-Specially Serviced Mortgage Loans) or the Special Servicer (with respect to Specially Serviced
Mortgage Loans) to the extent in the Master Servicer’s or the applicable Special Servicer’s possession within ten
(10) Business Days upon request described above, the Asset Representations Reviewer shall list such missing documents in a preliminary
report setting forth the preliminary results of the application of the Tests and the reasons why such missing documents are necessary
to complete a Test and (if the Asset Representations Reviewer has so concluded) that the absence of such documents shall be deemed
to be a failure of such Test (“Preliminary Asset Review Report”). The Asset Representations Reviewer shall
provide such Preliminary Asset Review Report to the Master Servicer or the applicable Special Servicer, as applicable, and the
related Mortgage Loan Seller no later than sixty (60) days after the date on which access to the Diligence Files in the Secure
Data Room is made available to the Asset Representations Reviewer by the Certificate Administrator. The applicable Special Servicer,
if applicable, may review such Preliminary Asset Review Report and determine whether any information contained in such Preliminary
Asset Review Report shall be labeled as “Privileged Information” and thus be excluded from the Asset Review Report
and Asset Review Report Summary. If the Preliminary Asset Review Report indicates that any of the representations and warranties
fails or is deemed to fail any Test, the related Mortgage Loan Seller shall have ninety (90) days from receipt of the Preliminary
Asset Review Report (the “Cure/Contest Period”) to remedy or otherwise refute the failure. Any information
and documents provided or explanations given to support the related Mortgage Loan Seller’s claim that the representation
and warranty has not failed a Test or that any missing documents in the Review Materials are not required to complete a Test shall
be promptly delivered by such Mortgage Loan Seller to the Asset Representations Reviewer. For the avoidance of doubt, the Asset
Representations Reviewer will not be required to prepare a Preliminary Asset Review Report in the event the Asset Representations
Reviewer determines that there is no Test failure with respect to the related Delinquent Loan.


 


(viii)         
The Asset Representations Reviewer shall, within the later of (x) sixty (60) days after the date on which access to the Diligence
Files posted to the Secure Data Room is provided to the Asset Representations Reviewer by the Certificate Administrator or (y)
ten (10) days after the expiration of the Cure/Contest Period, complete an Asset Review with respect to each Delinquent Loan and
deliver (i) a report setting forth the Asset Representations Reviewer’s findings and conclusions as to whether or not
it has 


 



    -518-


     


    

 


determined there is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations
Reviewer’s findings and conclusions set forth in such report were not influenced by any third party (an “Asset
Review Report”) to each party to this Agreement and the related Mortgage Loan Seller and (ii) a summary of the
Asset Representations Reviewer’s conclusions included in such Asset Review Report (an “Asset Review Report Summary”)
to the Trustee and the Certificate Administrator. The period of time by which the Asset Review Report must be completed and delivered
may be extended by up to an additional thirty (30) days, upon written notice to the parties to this Agreement and the applicable
Mortgage Loan Seller, if the Asset Representations Reviewer determines pursuant to the Asset Review Standard that such additional
time is required due to the characteristics of the Delinquent Loan and/or the Mortgaged Property or Mortgaged Properties. In no
event may the Asset Representations Reviewer determine whether any Test failure constitutes a Material Defect, or whether the
Trust should enforce any rights it may have against the applicable Mortgage Loan Seller, which, in each case, shall be a responsibility
of the Master Servicer or applicable Special Servicer, as applicable, pursuant to Section 2.03 of this Agreement.


 


(ix)    In addition, in the event that the Asset Representations Reviewer does not receive any documentation that it requested from the
Master Servicer, the applicable Special Servicer or the related Mortgage Loan Seller in sufficient time to allow the Asset Representations
Reviewer to complete its Asset Review and deliver an Asset Review Report, the Asset Representations Reviewer shall prepare the
Asset Review Report solely based on the documentation received by the Asset Representations Reviewer with respect to the related
Delinquent Loan, and the Asset Representations Reviewer shall have no responsibility to independently obtain any such documentation
from any party to this Agreement.


 


(x)     Within forty-five (45) days after receipt of an Asset Review Report with respect to any Mortgage Loan, 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 whether at that time, based on the Servicing Standard, there exists a Material Defect with respect to such
Mortgage Loan. If the Master Servicer or the applicable Special Servicer determines that a Material Defect exists, the Master
Servicer or the applicable Special Servicer, as applicable, shall enforce the obligations of the related Mortgage Loan Seller
with respect to such Material Defect in accordance with Section 2.03.


 


(xi)    For the avoidance of doubt, the Asset Representations Reviewer shall not perform an Asset Review with respect to the SOMA Teleco
Office Trust Subordinate Companion Loan or the Amazon Seattle Trust Subordinate Companion Loan at any time.


 


(c)         
The Asset Representations Reviewer shall keep any information appropriately labeled as “Privileged Information”
confidential and shall not disclose such Privileged Information to any Person (including Certificateholders or the Pooled RR Interest
Owner), other than (1) to the extent expressly required by this Agreement in an Asset Review Report or otherwise, to the other
parties to this Agreement with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged
Information Exception.


 



    -519-


     


    

 


Each party to this Agreement that receives Privileged Information from the Asset Representations Reviewer
with a notice stating that such information is Privileged Information shall not disclose such Privileged Information to any Person
without the prior written consent of the applicable Special Servicer other than pursuant to a Privileged Information Exception.
The Asset Representations Reviewer shall keep all documents received by the Asset Representations Reviewer in connection with
an Asset Review that are provided by the Mortgage Loan Seller, the Master Servicer and the Special Servicers confidential and
shall not disclose such documents except (i) for purposes of complying with its duties and obligations under this Agreement, (ii)
if such documents become generally available and known to the public other than as a result of a disclosure directly or indirectly
by the Asset Representations Reviewer, (iii) if it is reasonable and necessary for the Asset Representations Reviewer to disclose
such documents or information in working with legal counsel, auditors, taxing authorities or other governmental agencies, (iv)
if such documents or information was already known to the Asset Representations Reviewer and not otherwise subject to a confidentiality
obligation and/or (v) if the Asset Representations Reviewer is required by law, rule, regulation, order, judgment or decree to
disclose such document.


 


(d)          The Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided that
no agent or subcontractor may (1) be affiliated with any Mortgage Loan Seller, the Master Servicer, any Special Servicer,
the Depositor, the Certificate Administrator, the Trustee, the Controlling Class Representative or any of their respective Affiliates
or (ii) have been paid any fees, compensation or other remuneration by an Underwriter, the Master Servicer, a Special Servicer,
the Depositor, the Certificate Administrator, the Trustee, the Controlling Class Representative or any of their respective Affiliates
in connection with due diligence or other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding
the foregoing sentence, the Asset Representations Reviewer shall remain obligated and primarily liable for any Asset Review required
hereunder in accordance with the provisions of this Agreement without diminution of such obligation or liability or related obligation
or liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents
or subcontractor to the same extent and under the same terms and conditions as if the Asset Representations Reviewer alone were
performing its obligations under this Agreement. The Asset Representations Reviewer shall be entitled to enter into an agreement
with any agent or subcontractor providing for indemnification of the Asset Representations Reviewer by such agent or subcontractor,
and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


 


(e)         
The Asset Representations Reviewer may assign its rights and obligations under this Agreement in connection with the sale or transfer
of all or substantially all of its asset representations reviewer portfolio, provided that: (i) the purchaser or transferee
accepting such assignment and delegation (A) is an Eligible Asset Representations Reviewer, organized and doing business under
the laws of the United States of America, any state of the United States of America or the District of Columbia, authorized under
such laws to perform the duties of the asset representations reviewer resulting from a merger, consolidation or succession that
is permitted under this Agreement, (B) executes and delivers to the Trustee and the Certificate Administrator an agreement that
contains an assumption by such Person of the due and punctual


 



    -520-


     


    

 


performance and observance of each covenant and condition to be
performed or observed by the Asset Representations Reviewer under this Agreement from and after the date of such agreement and
(C) is not a Prohibited Party under this Agreement; (ii) the Asset Representations Reviewer will not be released from its obligations
under this Agreement that arose prior to the effective date of such assignment and delegation; (iii) the rate at which each of
the Asset Representations Reviewer Fee and the Asset Representations Reviewer Asset Review Fee (or any component thereof) is calculated
may not exceed the rate then in effect and (iv) the resigning Asset Representations Reviewer shall be responsible for the reasonable
costs and expenses of each other party hereto and the Rating Agencies in connection with such transfer. Upon acceptance of such
assignment and delegation, the purchaser or transferee will be required to provide notice to each party to this Agreement and
then will be the successor Asset Representations Reviewer hereunder.


 


(f)          
If any Serviced Companion Loan becomes the subject of a review of representations and warranties “asset review” (as
such term or an analogous term is defined in the related Other Pooling and Servicing Agreement) conducted by an “asset representations
reviewer” (within the meaning of Item 1101(m) of Regulation AB, and such party, the “Other Asset Representations
Reviewer”) pursuant to each Other Pooling and Servicing Agreement, the Master Servicer, the applicable Special Servicer,
the Trustee and the Custodian shall reasonably cooperate with each Other Asset Representations Reviewer in connection with such
asset review by providing such Other Asset Representations Reviewer with any documents reasonably requested by the related Other
Asset Representations Reviewer, but only to the extent such documents are in the possession of the Master Servicer, the applicable
Special Servicer, the Trustee or the Custodian, as the case may be.


 


Section 12.02     
Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability. (a)  As
compensation for the performance of its routine duties, the Asset Representations Reviewer shall be paid a fee (the “Asset
Representations Reviewer Fee”), payable monthly from amounts received in respect of the Mortgage Loans and shall be equal
to the product of a rate equal to 0.00020% per annum (the “Asset Representations Reviewer Fee Rate”) and the
Stated Principal Balance of the Mortgage Loans and any REO Loans (including any Non-Serviced Mortgage Loan, but not any Companion
Loan) and shall be calculated in the same manner as interest is calculated on such Mortgage Loans.


 


(b)          Upon the completion of any Asset Review with respect to a Delinquent Loan and within sixty (60) days of receipt by the applicable
Mortgage Loan Seller of a written request from the Asset Representations Reviewer, the Asset Representations Reviewer shall be
paid a fee of (i) $15,000 plus $1,000 per additional Mortgaged Property with respect to a Delinquent Loan subject to an Asset
Review with a Cut-off Date Principal Balance less than $20,000,000, (ii) $20,000 plus $1,000 per additional Mortgaged Property
with respect to a Delinquent Loan subject to an Asset Review with a Cut-off Date Principal Balance greater than or equal to $20,000,000,
but less than $40,000,000 or (iii) $25,000 plus $1,000 per additional Mortgaged Property with respect to a Delinquent Loan subject
to an Asset Review with a Cut-off Date Principal Balance greater than or equal to $40,000,000 (the “Asset Representations
Reviewer Asset Review Fee”), which shall cover recurring and otherwise reasonably anticipated expenses of the Asset
Representations Reviewer. The Asset Representations Reviewer Asset Review Fee with respect to each Delinquent Loan (or, in the
case of a Joint Mortgage Loan, the


 



    -521-


     


    

 


applicable Mortgage Loan Seller Percentage Interest thereof) shall be paid by the applicable
Mortgage Loan Seller; provided, however, that if such Mortgage Loan Seller is insolvent, such fee shall become an
expense of the Trust following delivery by the Asset Representations Reviewer of evidence reasonably satisfactory to the Master
Servicer or the applicable Special Servicer, as applicable, of such insolvency; provided, further, that notwithstanding
any payment of such fee by the Trust to the Asset Representations Reviewer, such fee shall remain an obligation of such Mortgage
Loan Seller and the Master Servicer or the applicable Special Servicer as applicable, shall be required to pursue remedies against
the Mortgage Loan Seller in accordance with the Servicing Standard in order to seek recovery of such amounts from such Mortgage
Loan Seller or its insolvency estate.


 


(c)         
Notwithstanding the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall be
included in the Purchase Price for any Mortgage Loan that was the subject of a completed Asset Review that is repurchased by a
Mortgage Loan Seller to the extent such fee was not already paid by the related Mortgage Loan Seller, and such portion of the
Purchase Price received shall be used to reimburse the Trust for such fees paid to the Asset Representations Reviewer pursuant
to Section 12.02(b).


 


(d)          The Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed
by this Agreement.


 


Section 12.03     
Resignation of the Asset Representations Reviewer. The Asset Representations Reviewer may resign and be discharged from
its obligations hereunder by giving written notice thereof to the other parties to this Agreement and each Rating Agency. In addition,
the Asset Representations Reviewer shall at all times be an Eligible Asset Representations Reviewer, and shall resign if it fails
to be an Eligible Asset Representations Reviewer by giving written notice to the other parties to this Agreement. Upon such notice
of resignation, the Depositor shall promptly appoint a successor Asset Representations Reviewer that is an Eligible Asset Representations
Reviewer. No resignation of the Asset Representations Reviewer will be effective until a successor Asset Representations Reviewer
that is an Eligible Asset Representations Reviewer has been appointed and accepted the appointment. If no successor Asset Representations
Reviewer shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of
resignation, the resigning Asset Representations Reviewer may petition any court of competent jurisdiction for the appointment
of a successor Asset Representations Reviewer that is an Eligible Asset Representations Reviewer. The Asset Representations Reviewer
will bear all costs and expenses of each other party hereto and each Rating Agency in connection with its resignation and the
transfer of its duties.


 


Section 12.04     
Restrictions of the Asset Representations Reviewer. (a)  Neither the Asset Representations Reviewer nor any of
its Affiliates shall make any investment in any Class of Certificates or the Pooled RR Interest; provided, however,
that such prohibition shall not apply to (i) riskless principal transactions effected by a broker dealer Affiliate of the
Asset Representations Reviewer or (ii) investments by an Affiliate of the Asset Representations Reviewer if the Asset Representations
Reviewer and such Affiliate maintain policies and procedures that (A) segregate personnel involved in the activities of the
Asset Representations Reviewer under this Agreement from personnel involved in such Affiliate’s investment activities 


 



    -522-


     


    

 


and
(B) prevent such Affiliate and its personnel from gaining access to information regarding the Trust and the Asset Representations
Reviewer and its personnel from gaining access to such Affiliate’s information regarding its investment activities.


 


Section 12.05     
Termination of the Asset Representations Reviewer. (a)  An
“Asset Representations Reviewer Termination Event” means any one of the following events whether it shall be
voluntary or involuntary or be 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:


 


(i)         
any failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or agreements
or the material breach of its representations or warranties under this Agreement, which failure shall continue unremedied for
a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall
have been given to the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee
by Certificateholders having at least 25% of the Pooled Voting Rights;


 


(ii)         
any failure by the Asset Representations Reviewer to perform in accordance with the Asset Review Standard in any material respect,
which failure shall continue 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 Asset Representations Reviewer by any party to this Agreement;


 


(iii)         
any failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall continue
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 Asset Representations Reviewer by any party to this Agreement;


 


(iv)         
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, shall have been entered against the Asset Representations Reviewer, and such decree
or order shall have remained in force undischarged or unstayed for a period of sixty (60) days;


 


(v)         
the Asset Representations Reviewer shall consent 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 Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


(vi)         
the Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due, file a
petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors,
or voluntarily suspend payment of its obligations.


 






    -523-


     


    

 


Upon
receipt by the Certificate Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination
Event, the Certificate Administrator shall promptly provide written notice to all Certificateholders and the Pooled RR Interest
Owner in accordance with the notice distribution procedures described in Section 12.01, unless the Certificate Administrator
has received written notice that such Asset Representations Reviewer Termination Event has been remedied. If an Asset Representations
Reviewer Termination Event shall occur then, and in each and every such case, so long as such Asset Representations Reviewer Termination
Event shall not have been remedied, either the Trustee (i) may or (ii) upon the written direction of Pooled Certificateholders
evidencing not less than 25% of the Pooled Voting Rights (without regard to the application of any Appraisal Reduction Amounts),
the Trustee shall, terminate all of the rights and obligations of the Asset Representations Reviewer under this Agreement, other
than rights and obligations accrued prior to such termination (including the right to receive all amounts accrued and owing to
it under this Agreement) and other than indemnification rights (arising out of events occurring prior to such termination), by
notice in writing to the Asset Representations Reviewer. The Asset Representations Reviewer is required to bear all reasonable
costs and expenses of itself and of each other party to this Agreement in connection with its termination due to an Asset Representations
Reviewer Termination Event. Notwithstanding anything herein to the contrary, the Depositor and each Mortgage Loan Seller shall
have the right, but not the obligation, to notify the Certificate Administrator and the Trustee of any Asset Representations Reviewer
Termination Event of which it becomes aware.


 


(b)              
Upon (i) the written direction of Holders of Pooled Principal Balance Certificates and the Class RR Certificates evidencing
not less than 25% of the Pooled Voting Rights (without regard to the application of any Appraisal Reduction Amounts) requesting
a vote to terminate and replace the Asset Representations Reviewer with a proposed successor asset representations reviewer that
is an Eligible Asset Representations Reviewer and (ii) payment by such Holders to the Certificate Administrator of the reasonable
fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote, the Certificate
Administrator shall promptly provide written notice thereof to the Asset Representations Reviewer by mailing such notice to the
Asset Representations Reviewer and to all Pooled Certificateholders and the Pooled RR Interest Owner in accordance with the notice
distribution procedures described in Section 12.01(a). Upon the written direction of Holders of Pooled Principal Balance
Certificates and/or the Class RR Certificates evidencing at least 75% of a Pooled Quorum (without regard to the application
of any Appraisal Reduction Amounts), the Trustee shall terminate all of the rights and obligations of the Asset Representations
Reviewer under this Agreement (other than any rights or obligations that accrued prior to the date of such termination and other
than indemnification rights arising out of events occurring prior to such termination) by notice in writing to the Asset Representations
Reviewer and appoint the proposed successor. As between the Asset Representations Reviewer, on the one hand, and the Holders of
Pooled Principal Balance Certificates and the Class RR Certificates, on the other, the Holders of Pooled Principal Balance
Certificates and the Class RR Certificates shall be entitled in their sole discretion to vote for the termination or not
vote for the termination of the Asset Representations Reviewer. In the event that Holders of Pooled Principal Balance Certificates
and/or the Class RR Certificates evidencing at least 75% of a Pooled Quorum (without regard to the application of any Appraisal
Reduction Amounts) elect to remove the Asset Representations Reviewer without cause and appoint a successor, the successor asset
representations reviewer


 



    -524-


     


    

 


will be responsible for all expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(c)         
On or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event later than thirty
(30) days after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03 of this Agreement or (2)
the Trustee delivers such written notice of termination to the Asset Representations Reviewer, the Trustee shall appoint a successor
asset representations reviewer that is an Eligible Asset Representations Reviewer. The Trustee shall provide written notice of
the appointment of an Asset Representations Reviewer to the Master Servicer, the Special Servicers, the Operating Advisor, the
Certificate Administrator, the Controlling Class Representative, the Directing Holder and each Certificateholder within one Business
Day of such appointment.


 


The
Asset Representations Reviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations
Reviewer ceases to be an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately resign
under Section 12.03 of this Agreement and the Trustee shall appoint a successor asset representations reviewer subject
to and in accordance with this Section 12.05. Notwithstanding the foregoing, if the Trustee is unable to find a successor
asset representations reviewer within thirty (30) days of the termination of the Asset Representations Reviewer, the Depositor
shall be permitted to find a replacement. The Trustee shall not be liable for any failure to identify and appoint a successor
asset representations reviewer so long as the Trustee uses commercially reasonable efforts to conduct a search for a successor
asset representations reviewer and such failure is not a result of the Trustee’s negligence, bad faith or willful misconduct
in the performance of its obligations hereunder.


 


(d)          Upon any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer,
the Trustee shall, as soon as possible, give written notice thereof to the Special Servicers, the Master Servicer, the Certificate
Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders and the Pooled RR Interest
Owner), the Operating Advisor, the Mortgage Loan Sellers, the Depositor and, prior to the occurrence and continuance of a Consultation
Termination Event, the Directing Holder and each Rating Agency. In the event that the Asset Representations Reviewer is terminated,
all of its rights and obligations under this Agreement shall terminate, other than any rights or obligations that accrued prior
to the date of such termination (including the right to receive all amounts accrued and owing to it under this Agreement) and
other than indemnification rights (arising out of events occurring prior to such termination).


 






    -525-


     


    

 


ARTICLE
XIII



MISCELLANEOUS PROVISIONS


 


Section 13.01     
Amendment. (a)  This Agreement may be amended from time to
time by the parties hereto, without the consent of any of the Certificateholders, the Pooled RR Interest Owner or the Companion
Holders:


 


(i)           
to correct any defect or ambiguity in this Agreement in order to address any manifest error in any provision of this Agreement;


 


(ii)         
to cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus
(or in an offering document for any related non-offered certificates) with respect to the Certificates, the Pooled RR Interest,
the Trust or this Agreement or to correct or supplement any of its provisions which may be defective or inconsistent with any
other provisions therein or to correct any error;


 


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or the
Pooled RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)         
to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any
Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or the Grantor
Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder, the Pooled RR Interest Owner or Companion Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(n) or any other provision hereof restricting Transfer
of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion
of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders or the Pooled RR Interest Owner (other than the
Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S.
Tax Person;


 


(vi)         
to revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change; provided
that the required action shall


 



    -526-


     


    

 


not adversely affect in any material respect the interests of any Certificateholder, the Pooled
RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision or addition, as evidenced in writing
by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and, with respect to a Serviced Whole Loan, a Companion
Loan Rating Agency Confirmation from each Companion Loan Rating Agency;


 


(vii)       
to amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and,
with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency; provided
that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
or the Pooled RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)        to modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances
and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable
Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of
any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as
evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with respect
to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;


 


(ix)         
to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each
Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)          
to modify, eliminate or add to any provisions of this Agreement to such extent as would be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or


 


(xi)         
to modify, eliminate or add to any provisions of this Agreement (i) to such extent as would be necessary to comply with the requirements
of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk Retention Rule


 



    -527-


     


    

 


 or any other regulations
applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required
to comply with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced
by an opinion of counsel; provided that no such modification, elimination or addition may change in any manner the rights
or obligations of the Amazon Seattle Retaining Third-Party Purchaser under this Agreement or the related risk retention agreement
without the consent of the Amazon Seattle Retaining Third-Party Purchaser.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement
or the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of
any Mortgage Loan Seller as a third-party beneficiary hereunder, without the consent of such Mortgage Loan Seller, (B) may
materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent or (C) may
materially and adversely affect the Pooled RR Interest Owner without the Pooled RR Interest Owner’s consent.


 


(b)               
This Agreement may also be amended from time to time by the parties hereto with the consent of the Pooled RR Interest Owner (if
affected by such amendment) and the Holders of Certificates of each Class affected by such amendment evidencing, in the case of
a Class of Certificateholders, in the aggregate not less than a majority of the aggregate Percentage Interests constituting the
Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class or the Pooled RR Interest Owner; provided,
however, that no such amendment shall:


 


(i)           
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate Companion
Loans that are required to be distributed on a Certificate of any Class or the Pooled RR Interest without the consent of the Holder
of the Certificate or the Pooled RR Interest Owner or which are required to be distributed to a Companion Holder without the consent
of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the SOMA Teleco Office Loan-Specific Certificates
or Amazon Seattle Loan-Specific Certificates, in any such case without the consent of the Holders of all Certificates of such
Class then outstanding or such Companion Holders, as applicable; or


 


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage


 



    -528-


     


    

 


Loan Seller as a third-party beneficiary
hereunder, without the consent of such Mortgage Loan Seller; or


 


(v)    amend the Servicing Standard without, in each case, without the consent of 100% of the Certificateholders and the Pooled RR Interest
Owner or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan, receipt of
Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related Co-Lender
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


(c)         
Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Depositor, the Master Servicer nor the applicable Special Servicer will be required to consent to any amendment
hereto without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is
permitted hereunder, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted
to the Master Servicer, the applicable Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer or any other specified Person in accordance with such amendment will not 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.
Furthermore, no amendment to this Agreement may be made that changes in any material adverse respect the rights of the SOMA Teleco
Office Loan-Specific Certificates or the Amazon Seattle Loan-Specific Certificates, as applicable, without the consent of such
Class and no amendment to this Agreement may be made that changes any provisions specifically required to be included in this
Agreement by any Non-Serviced Co-Lender Agreement without the consent of the holder of the related Pari Passu Companion Loan(s).


 


(d)          Promptly after the execution of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same to
the Certificate Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post
a copy of the same on the 17g-5 Information Provider’s Website pursuant to Section 3.13(b) and Section 3.13(c),
as applicable, and thereafter, the Certificate Administrator shall furnish written notification of the substance of such amendment
to each Certificateholder and each Serviced Companion Noteholder, the Depositor, the Master Servicer, the Special Servicers, the
Underwriters and the Rating Agencies.


 


(e)         
It shall not be necessary for the consent of Certificateholders or the Pooled RR Interest Owner under this Section 13.01
to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance
thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders
or the Pooled RR Interest Owner shall be subject to such reasonable regulations as the Certificate Administrator may prescribe.


 


(f)          
The Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section 13.01
that affects its rights, duties and immunities under this Agreement or otherwise.


 






    -529-


     


    

 


(g)         
The cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or (c) shall be borne by the
Person seeking the related amendment, except that if the Master Servicer, the Certificate Administrator or the Trustee requests
any amendment of this Agreement in furtherance of the rights and interests of Certificateholders and the Pooled RR Interest Owner,
the cost of any Opinion of Counsel required in connection therewith pursuant to Section 13.01(a) or (c) shall
be payable out of the Collection Account.


 


(h)         
The Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect to
a Serviced Whole Loan, each Companion Loan Rating Agency provides a Companion Loan Rating Agency Confirmation.


 


(i)           
To the extent the Operating Advisor, the Trustee, Certificate Administrator, Master Servicer, the applicable Special Servicer,
the Asset Representations Reviewer or Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c)
in connection with executing any amendment to this Agreement, such party shall be deemed not to have acted negligently in connection
with entering into such amendment for purposes of availing itself of any indemnity provided to such party under this Agreement.


 


(j)          
Notwithstanding any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this
Section 13.01, any Certificates or the Pooled RR Interest registered in the name of the Depositor or any Affiliate
of the Depositor shall be entitled to the same Voting Rights with respect to matters described above as they would if any other
Person held such Certificates, so long as neither the Depositor nor any of its Affiliates is performing servicing duties with
respect to any of the Mortgage Loans or the Trust Subordinate Companion Loans.


 


(k)          This Agreement may not be amended without the consent of any holder of a Serviced Companion Loan if such amendment would materially
and adversely affect the rights of such Companion Holder hereunder. With respect to any Serviced Whole Loan, in connection with
any amendment of this Agreement, the party requesting such amendment shall provide written notice (which may be by e-mail) of
such proposed amendment to each Other Depositor (and counsel thereto) and the Other Certificate Administrator of each Other Securitization
no later than three (3) Business Days prior to the date of effectiveness of such amendment, and, on the date of effectiveness
of such amendment to this Agreement, the Certificate Administrator shall provide a copy of such amendment in an EDGAR-compatible
format to each Other Depositor (and counsel thereto) and the Other Certificate Administrator of each Other Securitization.


 


(l)           
In addition, if one but not all of the Mortgage Notes evidencing a Joint Mortgage Loan is repurchased by the applicable Mortgage
Loan Sellers, this Agreement may be amended by the parties hereto (at the expense of the party requesting such amendment (or,
if the applicable Master Servicer or applicable Special Servicer is requesting such amendment in connection with the fulfillment
of its duties under this Agreement, at the expense of the Trust)), without the consent of any Certificateholder, to add or modify
provisions relating to the applicable Repurchased Note for purposes of the servicing and administration of such Repurchased Note
provided that the amendment shall not adversely affect in any material respect the interests of the Certificateholders,
as evidenced by a Rating Agency Confirmation from each


 



    -530-


     


    

 


Rating Agency (obtained at the expense of the Repurchasing Mortgage Loan
Seller) with respect to such amendment (or, if no such Rating Agency Confirmation is actually received, by an Opinion of Counsel
to such effect). Prior to the effectiveness of such amendment, if one but not all of the Mortgage Notes with respect to a Joint
Mortgage Loan is repurchased, the terms of Section 3.38 shall govern the servicing and administration of such Joint
Mortgage Loan.


 


Section 13.02     
Recordation of Agreement; Counterparts. (a)  To the extent
permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for real property records
in all the counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated,
and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Certificate Administrator
at the expense of the Depositor on direction by the applicable Special Servicer and with the consent of the Depositor (which may
not be unreasonably withheld), but only upon direction accompanied by an Opinion of Counsel (the cost of which shall be paid by
the Depositor) to the effect that such recordation materially and beneficially affects the interests of the Certificateholders
and the Pooled RR Interest Owner.


 


(b)          For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may
be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same instrument, and the words “executed,” “signed,” “signature,”
and words of like import as used above and elsewhere in this Agreement or in any other certificate, agreement or document related
to this transaction shall include, in addition to manually executed signatures, images of manually executed signatures transmitted
by facsimile or other electronic format (including, without limitation, “pdf”) and other electronic signatures (including,
without limitation, any electronic sound, symbol, or process, attached to or logically associated with a contract or other record
and executed or adopted by a person with the intent to sign the record). The use of electronic signatures and electronic records
(including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic
means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based
record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global
and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without
limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.


 


(c)         
The Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue of
the fact of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s expense.


 


Section 13.03     
Limitation on Rights of Certificateholders and Pooled RR Interest Owner. (a)  The
death or incapacity of any Certificateholder or the Pooled RR Interest Owner shall not operate to terminate this Agreement or
the Trust, nor entitle such Certificateholder’s or the Pooled RR Interest Owner’s legal representatives or heirs to
claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise
affect the rights, obligations and liabilities of the parties hereto or any of them.


 






    -531-


     


    

 


(b)          No Certificateholder or Pooled RR Interest Owner shall have any right to vote (except as expressly provided for herein) or in
any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders or the
Pooled RR Interest Owner from time to time as partners or members of an association; nor shall any Certificateholder or Pooled
RR Interest Owner be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant
to any provision hereof.


 


(c)         
No Certificateholder or Pooled RR Interest Owner shall have any right by virtue of any provision of this Agreement to institute
any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, any Co-Lender Agreement, any
Mortgage Loan, any Trust Subordinate Companion Loan or the Pooled RR Interest or with respect to the Certificates, unless, with
respect to any suit, action or proceeding upon or under or with respect to this Agreement, such Holder or the Pooled RR Interest
Owner previously shall have given to the Trustee and the Certificate Administrator a written notice of default, and of the continuance
thereof, as herein before provided, or of the need to institute such suit, action or proceeding on behalf of the Trust and unless
also (except in the case of a default by the Trustee) the Pooled RR Interest Owner and Holders of Certificates of any Class evidencing
not less than 25% of the related Percentage Interests in such Class shall have made written request upon the Trustee to institute
such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity reasonably
satisfactory to it as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee,
for sixty (60) days after its receipt of such notice, request and offer of such indemnity, shall have neglected or refused to
institute any such action, suit or proceeding. The Trustee shall be under no obligation to exercise any of the trusts or powers
vested in it hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order
or direction of any of the Holders of Certificates or the Pooled RR Interest Owner unless such Holders or the Pooled RR Interest
Owner, as applicable, have offered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities
which may be incurred therein or hereby. It is understood and intended, and expressly covenanted by each Certificateholder with
every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any right in any manner
whatsoever by virtue of any provision of this Agreement or the Certificates to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder,
which priority or preference is not otherwise provided for herein, or to enforce any right under this Agreement or the Certificates,
except in the manner herein or therein provided and for the equal, ratable and common benefit of all Certificateholders. For the
protection and enforcement of the provisions of this Section 13.03(c), each and every Certificateholder and the Trustee
shall be entitled to such relief as can be given either at law or in equity.


 


Section 13.04     
Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING
UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT
OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS


 



    -532-


     


    

 



AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


EACH
OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE
FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN
ANY ACTION OR PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW;
AND (IV) CONSENTS TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR
NOTICES HEREUNDER.


 


THE
PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM,
WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 13.05     
Notices. (a)  Any communications provided for or permitted
hereunder shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given if personally
delivered at or couriered, sent by facsimile transmission (other than with respect to the Mortgage Loan Sellers) or mailed by
registered mail, postage prepaid (except for notices to the Mortgage Loan Sellers, the Master Servicer the Certificate Administrator
and the Trustee which shall be deemed to have been duly given only when received), to:


 


In
the case of the Depositor:



GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison

E-mail: leah.nivison@gs.com


 


with
copies to:



GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Joe Osborne

E-mail: joe.osborne@gs.com


 






    -533-


     


    

 


and



E-mail: gs-refgsecuritization@gs.com


 


In
the case of the Master Servicer:



Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700

Building 82, Suite 300

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax number: 1-888-706-3565

Email: NoticeAdmin@midlandls.com


 


with
a copy to:



Stinson LLP

1201 Walnut Street

Suite 2900

Kansas City, Missouri 64106-2150

Fax Number: (816) 412-9338

Attention: Kenda K. Tomes

Email: kenda.tomes@stinson.com


 


In
the case of the General Special Servicer:



Rialto Capital Advisors, LLC

Southeast Financial Center

200 S. Biscayne Blvd, Suite 3550

Miami, Florida 33131

Attention: Liat Heller

Facsimile number: (305) 229-6425

Email: liat.heller@rialtocapital.com


 


with
copies to:



Jeff Krasnoff

Facsimile number: (305) 229-6425

Email: jeff.krasnoff@rialtocapital.com



Niral Shah

Facsimile number: (305) 229-6425

Email: niral.shah@rialtocapital.com


 


Adam
Singer

Facsimile number: (305) 229-6425

Email: adam.singer@rialtocapital.com


 






    -534-


     


    

 


In
the case of the Amazon Seattle Special Servicer:



Situs Holdings, LLC

101 Montgomery Street, Suite 2250

San Francisco, California 94104

Attention: Stacey Ciarlanti

Email: staceyciarlanti@situsamc.com;


 


with
copies to:


 


Situs
Group, LLC

5065 Westheimer, Suite 700E

Houston, Texas 77056

Attention: Legal Department

Email: legal@situsamc.com


 


In
the case of the Controlling Class Representative:



RREF IV Debt AIV, LP, c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Josh Cromer

Facsimile number: (212) 751-4646


 


with
a copy to:


 


RREF
IV Debt AIV, LP, c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Joseph Bachkosky

Facsimile number: (212) 751-4646


 


In
the case of the SOMA Teleco Office Controlling Class Representative:



Rialto Relative Value Credit Fund, LP, c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Josh Cromer

Facsimile number: (212) 751-4646


 


with
a copy to:


 






    -535-


     


    

 


Rialto
Relative Value Credit Fund, LP, c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Joseph Bachkosky

Facsimile number: (212) 751-4646


 


In
the case of the Amazon Seattle Controlling Class Representative:



CPPIB Credit Structured North America III, Inc.

One Queen Street East, Suite 2500

Toronto, Ontario M5C 2W5, Canada

Attention: Geoff Souter

E-mail: gsouter@cppib.com



CPPIB Credit Structured North America III, Inc.

One Queen Street East. Suite 2500

Toronto, Ontario, M5C 2W5, Canada

Attention: Umang Patel

E-mail: upatel@cppib.com



and



Arnold & Porter Kaye Scholer LLP

70 West Madison Street, Suite 4200

Chicago, Illinois 60602

Attention: Daniel J. Hartnett

E-mail: Daniel.Hartnett@arnoldporter.com


 


In
the case of the Pooled Risk Retention Consultation Parties:





 


(i)            Goldman
Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Leah Nivison

email: leah.nivison@gs.com

email: gs-refgsecuritization@gs.com


 


with
copies via email to:



Joe Osborne at joe.osborne@gs.com and

gs-refgsecuritization@gs.com


 






    -536-


     


    

 


(ii)           Citi
Real Estate Funding Inc.

388 Greenwich Street, 6th Floor

New York, New York 10013

Attention: Richard Simpson

Fax Number: (646) 328-2943


 


with
a copy to:



Citi Real Estate Funding Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Raul Orozco

Fax Number: (347) 394-0898


 


with
a copy to:



Citi Real Estate Funding Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan M. O’Connor

Fax Number: (646) 862-8988


 


with
copies by electronic mail to:



Richard Simpson at Richard.simpson@citi.com, Ryan M. O’Connor at ryan.m.oconnor@citi.com and, in the case of each 15Ga-1
Notice, cmbs.notice@citi.com


 


In
the case of the SOMA Teleco Office Risk Retention Consultation Party:


 


German
American Capital Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye

Email: lainie.kaye@db.com


 


with
a copy via email to:



cmbs.requests@db.com


 






    -537-


     


    

 


with
a copy to:



German American Capital Corporation

60 Wall Street

New York, New York 10005

Attention: General Counsel

Facsimile no.: (646) 736-5721

Email: cmbs.requests@db.com


 


In
the case of the Trustee:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – BMARK 2021-B25

with a copy to: cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com


 


In
the case of the Certificate Administrator:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Benchmark 2021-B25 Mortgage Trust

Fax number: (410) 715-2380


 


with
a copy to:



E-Mail: cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com, except as otherwise set forth
herein


 


or
in the case of surrender, Transfer or exchange for Certificates other than the Retained Certificates during the applicable Transfer
Restriction Period, to:



Wells Fargo Bank, National Association

Certificate Registrar

600 South 4th Street, 7th Floor, MAC N300-070

Minneapolis, Minnesota 55415

Attn: Certificate Transfer Group – BMARK 2021-B25


 






    -538-


     


    

 


or
in the case of a Transfer of the Retained Certificates during the applicable Transfer Restriction Period to:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Risk Retention Custody (CMBS)

Benchmark 2021-B25 Mortgage Trust


 


with
a copy to:



riskretentioncustody@wellsfargo.com


 


or
in the case of the Custodian, to:



Wells Fargo Bank, National Association

1055 10th Avenue, Southeast

Minneapolis, Minnesota 55414

Attention: Document Custody Group – BMARK 2021-B25



with a copy to:



cmbscustody@wellsfargo.com


 


In
the case of the Mortgage Loan Sellers:


 


		(i)	Goldman
                                         Sachs Mortgage Company

                                         200 West Street

                                         New York, New York 10282

                                         Attention: Leah Nivison

                                         Email: leah.nivison@gs.com



 


with
a copy to:



Joe Osborne

200 West Street

New York, New York 10282

E-mail: joe.osborne@gs.com



with a copy to:



E-mail: gs-refgsecuritization@gs.com


 






    -539-


     


    

 


		(ii)	Citi
                                         Real Estate Funding Inc.

                                         388 Greenwich Street, 6th Floor

                                         New York, New York 10013

                                         Attention: Richard Simpson

                                         Fax Number: (646) 328-2943



 


with
a copy to:



Citi Real Estate Funding Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Raul Orozco

Fax Number: (347) 394-0898


 


with
a copy to:



Citi Real Estate Funding Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan M. O’Connor

Fax Number: (646) 862-8988


 


with
copies by electronic mail to:



Richard Simpson at Richard.simpson@citi.com, Ryan M. O’Connor at ryan.m.oconnor@citi.com and, in the case of each 15Ga-1
Notice, cmbs.notice@citi.com


 


		(iii)	German
                                         American Capital Corporation

                                         60 Wall Street

                                         New York, New York 10005

                                         Attention: Lainie Kaye



 


with
copies via email to:



cmbs.requests@db.com


 


and



German American Capital Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye

Email: cmbs.requests@db.com


 






    -540-


     


    

 


In
the case of the Operating Advisor and the Asset Representations Reviewer:



Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: BMARK 2021-B25 Transaction Manager

With a copy sent via e-mail to: notices@pentalphasurveillance.com with BMARK 2021-B25 in the subject line


 


with
a copy to:



Bass, Berry & Sims PLC

150 Third Avenue South

Suite 2800

Nashville, Tennessee 37201

Attention: Jay H. Knight

E-mail: jknight@bassberry.com


 


In
the case of any mezzanine lender:



The address set forth in the related Co-Lender Agreement.


 


To
each such Person, such other address as may hereafter be furnished by such Person to the parties hereto in writing. Any communication
required or permitted to be delivered to a Certificateholder shall be deemed to have been duly given when mailed first class,
postage prepaid, to the address of such Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed
in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice.


 


(b)          Any party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver
such written notice of the events or information specified in Section 3.13(c) to the Rating Agencies at the address
listed below, promptly following the occurrence thereof. The Master Servicer or the applicable Special Servicer, the Certificate
Administrator, and Trustee also shall furnish such other information regarding the Trust as may be reasonably requested by the
Rating Agencies to the extent such party has or can obtain such information without unreasonable effort or expense; provided,
however, that such other information is first provided to the 17g-5 Information Provider in accordance with the procedures
set forth in Section 3.13(c); provided, further, that the 17g-5 Information Provider shall not disclose
which Rating Agency has requested such information. Notwithstanding the foregoing, the failure to deliver such notices or copies
shall not constitute a Servicer Termination Event, as the case may be, under this Agreement. Any confirmation of the rating by
the Rating Agencies required hereunder shall be in writing.


 


Any
notices to the Rating Agencies shall be sent to the following addresses:


 






    -541-


     


    

 


Fitch
Ratings, Inc.

300 West 57th Street

New York, New York 10019

Attention: Commercial Mortgage Backed Securities Surveillance

E-mail: info.cmbs@fitchratings.com


 


Kroll
Bond Rating Agency, LLC

805 Third Avenue, 29th Floor

New York, New York 10022

Attention: CMBS Surveillance

Email: cmbssurveillance@krollbondratings.com


 


S&P
Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

Email: CMBS_Info_17g5@spglobal.com


 


With
respect to the Amazon Seattle Trust Subordinate Companion Loan:


 


DBRS,
Inc. 


22
West Washington Street 


Chicago,
Illinois 60602 


Email:
info@dbrsmorningstar.com


 


Section 13.06     
Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall
be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability
of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof or the Pooled RR Interest
Owner.


 


Section 13.07     
Grant of a Security Interest. The Depositor intends that the conveyance of the Depositor’s right, title and interest
in and to the Mortgage Loans and the Trust Subordinate Companion Loans pursuant to this Agreement shall constitute a sale and
not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor
intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement.
The Depositor also intends and agrees that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee
(in such capacity) a first priority security interest in the Depositor’s entire right, title and interest in and to the
assets comprising the Trust Fund, including without limitation, the Mortgage Loans and the Trust Subordinate Companion Loans,
all principal and interest received or receivable with respect to the Mortgage Loans and the Trust Subordinate Companion Loans
(other than principal and interest payments due and payable prior to the Cut-off Date and Principal Prepayments received prior
to the Cut-off Date), all amounts held from time to time in the Collection Account, the Distribution Accounts, 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


 



    -542-


     


    

 


Account, the SOMA Teleco Office RR Gain-on-Sale Reserve Account, the Amazon Seattle Gain-on-Sale Reserve Account, the
Interest Reserve Account and, if established, the applicable REO Account, and all reinvestment earnings on such amounts, and all
of the Depositor’s right, title and interest in and to the proceeds of any title, hazard or other Insurance Policies related
to such Mortgage Loans and the Trust Subordinate Companion Loans and (ii) this Agreement shall constitute a security agreement
under applicable law. This Section 13.07 shall constitute notice to the Trustee pursuant to any of the requirements
of the applicable UCC.


 


Section 13.08     
Successors and Assigns; Third Party Beneficiaries. (a)  The
provisions of this Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties
hereto, and all such provisions shall inure to the benefit of the Certificateholders and the Pooled RR Interest Owner. Each Mortgage
Loan Seller (and its agents), each Companion Holder (and its respective agents), each Underwriter, each depositor of a Regulation
AB Companion Loan Securitization and each Initial Purchaser is an intended third-party beneficiary to this Agreement in respect
of the respective rights afforded it hereunder. No other person, including, without limitation, any Mortgagor, shall be entitled
to any benefit or equitable right, remedy or claim under this Agreement. If one, but not all, of the Mortgage Notes evidencing
any Joint Mortgage Loan is repurchased, the applicable Repurchasing Mortgage Loan Seller shall be a third-party beneficiary of
this Agreement to the same extent as if it were a Companion Holder, as contemplated by Section 3.35 hereof.


 


(b)          Each Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded it hereunder
and each Other Master Servicer shall be entitled to enforce the rights of the Serviced Companion Noteholder under this Agreement
and the related Co-Lender Agreement. Each of the Other Servicers, the Other Certificate Administrators and the Other Trustees
shall be a third-party beneficiary to this Agreement in respect to all provisions herein expressly relating to compensation, reimbursement
or indemnification of such Other Servicer, Other Certificate Administrator and Other Trustee, and any provisions regarding reimbursement
or advances or interest thereon to such Other Servicer, Other Certificate Administrator or Other Trustee.


 


(c)         
Each of the applicable Non-Serviced Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer and any Non-Serviced
Trust holding a related Non-Serviced Companion Loan, shall be a third-party beneficiary to this Agreement in respect to its
rights as specifically provided for herein and under the applicable Non-Serviced Co-Lender Agreement.


 


(d)          Subject to Section 2.03(i)(ii), and Section 2.03(j)(v), any Requesting Holder shall be an express third-party
beneficiary to this Agreement for purposes of exercising rights under Section 2.03(i) through Section 2.03(m).


 


Section 13.09     
Article and Section Headings. The article and section headings herein are for convenience of reference only, and shall
not limit or otherwise affect the meaning hereof.


 


Section 13.10     
Notices to the Rating Agencies. (a)  The Certificate Administrator
shall use reasonable efforts promptly to provide notice to the 17g-5 Information Provider for


 



    -543-


     


    

 


 posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), (and the related 17g-5 information provider for any class
of Serviced Companion Loan Securities to the extent applicable to any Serviced Whole Loan) with respect to each of the following
of which it has actual knowledge:


 


(i)      any material change or amendment to this Agreement;


 


(ii)     the occurrence of a Servicer Termination Event that has not been cured;


 


(iii)    the resignation or termination of the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer or any
Special Servicer; and


 


(iv)    the Repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller pursuant to Section 6 of the related
Mortgage Loan Purchase Agreement.


 


(b)          The Master Servicer shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting
on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following
of which it has actual knowledge:


 


(i)      the resignation or removal of the Trustee or the Certificate Administrator;


 


(ii)     any change in the location of the Collection Account;


 


(iii)    any event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


 


(iv)   any change in the lien priority of any Mortgage Loan or Trust Subordinate Companion Loan with respect to an assumption of the
Mortgage Loan or Trust Subordinate Companion Loan or additional encumbrance described in Section 3.08;


 


(v)    any additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for any
Mortgage Loan or Trust Subordinate Companion Loan with a Stated Principal Balance that is equal to or greater than the lesser
of (1) an amount greater than 5% of the then aggregate outstanding principal balances of the Mortgage Loans and (2) $35,000,000;


 


(vi)   any material damage to any Mortgaged Property;


 


(vii)  any assumption with respect to a Mortgage Loan or Trust Subordinate Companion Loan;


 


(viii) any release or substitution of any Mortgaged Property;


 


(ix)    any additional debt is incurred; and


 


(x)     any modifications to any intercreditor agreement.


 






    -544-


     


    

 


(c)         
The Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5
Information Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any
change in the location of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


 


(d)          The Trustee, the Certificate Administrator, the Master Servicer and any Special Servicer, as applicable, shall furnish to the
17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
and thereafter to each Rating Agency (and any Companion Loan Rating Agency) with respect to each Mortgage Loan and Trust Subordinate
Companion Loan (other than any Non-Serviced Mortgage Loan) such information as any Rating Agency shall reasonably request and
which the Trustee, the Certificate Administrator, the Master Servicer or Special Servicers, can reasonably provide in accordance
with applicable law and without waiving any attorney-client privilege relating to such information or violating the terms
of this Agreement or any Mortgage Loan or Trust Subordinate Companion Loan documents. The Trustee, the Certificate Administrator,
the Master Servicer and the Special Servicers, as applicable, may include any reasonable disclaimer it deems appropriate with
respect to such information. Notwithstanding anything to the contrary herein, nothing in this Section 13.10 shall
require a party to provide duplicative notices or copies to the Rating Agencies with respect to any of the above listed items.
In connection with the delivery by the Master Servicer or the Special Servicers to the 17g-5 Information Provider of any information,
report, notice or document for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall
notify the Master Servicer or the applicable Special Servicer when such information, report, notice or document has been posted.
The Master Servicer or the applicable Special Servicer, as applicable, may, but shall not be obligated to send such information,
report, notice or document to the applicable Rating Agency following the earlier of (a) receipt of such notice from the 17g-5
Information Provider and (b) two (2) Business Days following delivery to the 17g-5 Information Provider.


 


Section 13.11     
Cooperation with the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreements. It is expressly agreed and
understood that, notwithstanding the assignment of the Mortgage Loan documents, it is expressly intended that each Mortgage Loan
Seller get the benefit of any securitization indemnification provisions in the Mortgage Loan documents. Therefore, the Depositor,
Master Servicer, Special Servicers and Trustee hereby agree to reasonably cooperate with each Mortgage Loan Seller at the sole
reasonable expense of such Mortgage Loan Seller with respect to the benefits of the provisions of any section of a loan agreement
or securitization cooperation agreement related to indemnification of the lender and/or its Affiliates with respect to any securitization
of the related Mortgage Loan, including, without limitation, reassignment to the related Mortgage Loan Seller of such sections,
but no other portion of the Mortgage Loan documents, to permit the related Mortgage Loan Seller and its respective Affiliates
to enforce such provisions for their respective benefits; provided that none of the Depositor, Master Servicer, Special Servicer
or Trustee shall be required to take any action that is inconsistent with the Servicing Standard, would violate applicable law,
the terms and provisions of this Agreement or the Mortgage Loan documents, would adversely affect any Certificateholder, would
cause any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust for federal income
tax purposes, or would result in the imposition of a “prohibited transaction” or “prohibited contribution”
tax under the REMIC Provisions. To the extent that the Trustee is required to execute any document facilitating an


 



    -545-


     


    

 


assignment
under this Section 13.11, such document shall be in form and substance reasonably acceptable to the Trustee.


 


Section 13.12     
PNC Bank, National Association.


 


PNC
Bank, National Association, by execution hereof by its division, Midland Loan Services, a Division of PNC Bank, National Association,
acknowledges and agrees that this Agreement is binding upon and enforceable against PNC Bank, National Association to the full
extent of the obligations set forth herein with respect to Midland Loan Services, a Division of PNC Bank, National Association.


 


[SIGNATURES
COMMENCE ON FOLLOWING PAGE]


 




    -546-


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized,
in each case as of the day and year first above written.


 





	 	GS MORTGAGE
    SECURITIES CORPORATION II,
	 	Depositor
	 	 
	 	By:	/s/ Leah
    Nivison
	 	 	Name: Leah
    Nivison
	 	 	Title: Chief Executive
    Officer







 


	 	Midland
    Loan Services, a Division of PNC Bank, National Association,
	 	as
    Master Servicer
	 	 
	 	By:	/s/ David
    A. Eckels
	 	 	Name: David
    A. Eckels
	 	 	Title: Senior Vice President




 





	 	RIALTO
    CAPITAL ADVISORS, LLC,
	 	as
    General Special Servicer
	 	 
	 	By:	/s/ Sorana
    Georgescu
	 	 	Name: Sorana
    Georgescu
	 	 	Title: Secretary


 





	 	Situs Holdings,
    LLC,
	 	as
    Amazon Seattle Special Servicer
	 	 
	 	By:	/s/ Adriana
    Boudreaux
	 	 	Name: Adriana
    Boudreaux
	 	 	Title: Deputy General
    Counsel 


 





BMARK
2021-B25 – POOLING AND SERVICING AGREEMENT 







 






    


     


    

 


 


	 	Wells
Fargo Bank, National Association,
	 	not in its individual capacity, but solely as Certificate Administrator
	 	 
	 	By:	/s/ Joel Odenbrett
	 	 	Name: Joel Odenbrett
	 	 	Title:   Assistant Vice President





 





	 	Wells
Fargo Bank, National Association,
	 	not in its individual capacity, but solely as Trustee
	 	 
	 	By:	/s/ Joel Odenbrett
	 	 	Name: Joel Odenbrett
	 	 	Title:   Assistant Vice President


 





	 	Pentalpha
Surveillance LLC,
	 	as Operating Advisor
	 	 
	 	By:	/s/ James Callahan
	 	 	Name: James Callahan
	 	 	Title: Executive Director and Solely as an
    Authorized Signatory for Pentalpha Surveillance LLC


 





	 	Pentalpha
Surveillance LLC,
	 	as Asset Representations Reviewer
	 	 
	 	By:	/s/ James Callahan
	 	 	Name: James Callahan
	 	 	Title: Executive Director and Solely as an
    Authorized Signatory for Pentalpha Surveillance LLC


 


BMARK
2021-B25 – POOLING AND SERVICING AGREEMENT


 






    	 	 



     


    




 


 


 


EXHIBIT A-1


FORM OF CLASS A-1 CERTIFICATE


CLASS A-1


BENCHMARK 2021-B25 MORTGAGE TRUST


COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES


SERIES 2021-B25, CLASS A-1


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE AMAZON SEATTLE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE LOAN-SPECIFIC
INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NONE OF THE CERTIFICATES, THE UNDERLYING MORTGAGE
LOANS OR THE TRUST SUBORDINATE COMPANION LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF
THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


 


_______________________


1   Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


2   Book-Entry
Certificate legend.


 




    A-1-1 


    	 



    

THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE POOLED NON-VRR PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF
THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE
BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.




    A-1-2 


    	 



    

 


	
        PASS-THROUGH RATE: 0.6230%

        DENOMINATION: $[______]

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF APRIL 1, 2021

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

        CLOSING DATE: APRIL 29, 2021

        FIRST DISTRIBUTION DATE:

        MAY 17, 2021

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-1 CERTIFICATES

        AS OF THE CLOSING DATE: $22,751,000
	
        MASTER SERVICER: MIDLAND LOAN
        SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

        AMAZON SEATTLE SPECIAL SERVICER:
        SITUS HOLDINGS, LLC

        TRUSTEE: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

        CERTIFICATE ADMINISTRATOR: WELLS
        FARGO BANK, NATIONAL ASSOCIATION

        OPERATING
        ADVISOR: pentalpha surveillance LLC

        ASSET REPRESENTATIONS REVIEWER:
        pentalpha surveillance LLC

        CUSIP NO.: 08163D AA5

        ISIN NO.: US08163DAA54

        COMMON CODE NO.: 233916889

        CERTIFICATE NO.: [A-1-1]

	 	 


 




    A-1-3 


    	 



    

CLASS A-1 CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and two
subordinate companion loans (the “Trust Subordinate Companion Loans”), all payments on or collections in respect
of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-off Date, all REO Properties and revenues received
in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loans and such amounts as shall from time
to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Pooled Non-VRR Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


GS MORTGAGE SECURITIES CORPORATION
II


THIS CERTIFIES THAT CEDE & CO. is
the registered owner of the interest evidenced by this Certificate in the Class A-1 Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling and Servicing Agreement”),
among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Amazon Seattle
Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain
of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate is
one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated as the BENCHMARK
2021-B25 MORTGAGE TRUST Commercial Mortgage Pass-Through Certificates, Series 2021-B25 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates and the Pooled RR Interest will evidence in the aggregate 100%
of the beneficial ownership of the Trust.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.




    A-1-4 


    	 



    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-1 Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Pooled Non-VRR Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


Realized Losses and
certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loans shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinate Companion Loans allocated to any Class of Certificates will be allocated pro rata among
the outstanding Certificates of such Class.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection
Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified
in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and the
Trust Subordinate Companion Loans and administration of the Trust.


All distributions
under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set
forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator
with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(i) of the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate




    A-1-5 


    	 



    

for registration of transfer at the
office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-1 Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service
charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of
any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection
with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the
cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor
or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the
Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum
sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special
Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders, the Pooled
RR Interest Owner or the Companion Holders:


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Pooled RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which
may be defective or inconsistent with any other provisions therein or to correct any error;


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
or the Pooled RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder, the Pooled RR Interest Owner or
Companion Holder;




    A-1-6 


    	 



    

(v)         
 to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the Pooled RR Interest Owner (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder, the Pooled RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision
or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect
to a Serviced Whole Loan, a Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;


(vii)         
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan
Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of any Certificateholder or the Pooled RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion
of Counsel;


(viii)         
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee
and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition
may change in any manner the rights or obligations of the Amazon




    A-1-7 


    	 



    

Seattle Retaining Third Party
Purchaser under the Pooling and Servicing Agreement or the related risk retention agreement without the consent of the Amazon Seattle
Retaining Third Party Purchaser.


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller,
(B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent or (C) may
materially and adversely affect the Pooled RR Interest Owner without the Pooled RR Interest Owner’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Pooled RR Interest Owner (if affected
by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders,
in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the Pooled RR Interest Owner; provided, however,
that no such amendment shall:


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loans that are required to be distributed on a Certificate of any Class or the Pooled RR Interest without the consent
of the Holder of the Certificate or the Pooled RR Interest Owner or which are required to be distributed to a Companion Holder
without the consent of such Companion Holder; or


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the SOMA Teleco Office Loan-Specific Certificates
or Amazon Seattle Loan-Specific Certificates, in any such case without the consent of the Holders of all Certificates of such Class
then outstanding or such Companion Holders, as applicable; or


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


(v)         
amend the Servicing Standard without, in each case, without the consent of 100% of the Certificateholders and the Pooled
RR Interest Owner or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan,
receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related
Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the applicable Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other
specified person in accordance with such amendment will not 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. Furthermore, no amendment to the Pooling and Servicing
Agreement may be made that changes in any material adverse respect the rights of the SOMA Teleco Office Loan-Specific Certificates
or the Amazon Seattle Loan-Specific Certificates, as applicable, without the consent of such Class and no amendment to the Pooling
and




    A-1-8 


    	 



    

Servicing Agreement may be made that
changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender
Agreement without the consent of the holder of the related Pari Passu Companion Loan(s).


The Holders of the
majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class R Certificates
representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no
less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties
to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise
of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this calculation, if an ARD Loan is still
an asset of the Trust Fund and such right is being exercised after its respective Anticipated Repayment Date, then such Mortgage
Loan will be excluded from the then-aggregate Stated Principal Balance of the Mortgage Loans and from the aggregate Cut-off Date
Principal Balance of the Mortgage Loans).


Following the date
on which 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 are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced
to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates
(other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest), the Sole Owner shall have the right
to exchange all of its Certificates (other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest for
all of the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product
of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates,
the Class S Certificates and the Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loans.


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-1-9 


    	 



    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


		Dated:	April 29, 2021



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF
THE CLASS A-1 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 




    A-1-10 


    	 



    

ABBREVIATIONS


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	
        TEN COM
        TEN ENT

        JT TEN
	-

-

-


	
        as tenant in common

        as tenants by the entireties

        as joint tenants with rights of survivorship and not as tenants
        in common
	 	UNIF GIFT MIN ACT ____________  Custodian



                                                                             (Cust)

                           Under Uniform Gifts to Minors

                           Act __________________________

                                   (State)    



Additional abbreviations
may also be used though not in the above list.


FORM OF TRANSFER





	 	
FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto 

	 




(Please insert Social Security or other identifying
number of Assignee)



(Please print or typewrite name and address
of assignee)



the within Certificate and does hereby
or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust,
with full power of substitution in the premises.


 


	Dated:                      	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 


	 
	SIGNATURE GUARANTEED


The signature must be guaranteed by
a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.


 




    A-1-11 


    	 



    

DISTRIBUTION INSTRUCTIONS


The assignee should
include the following for purposes of distribution:


Distributions shall
be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.




    A-1-12 


    	 



    

EXHIBIT A-2


FORM OF CLASS A-2 CERTIFICATE


CLASS A-2


BENCHMARK 2021-B25 MORTGAGE TRUST


COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES


SERIES 2021-B25, CLASS A-2


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE AMAZON SEATTLE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE LOAN-SPECIFIC
INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NONE OF THE CERTIFICATES, THE UNDERLYING MORTGAGE
LOANS OR THE TRUST SUBORDINATE COMPANION LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF
THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.



_______________________


1   Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


2   Book-Entry
Certificate legend.





    A-2-1 


    	 



    

THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE POOLED NON-VRR PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF
THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE
BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 




    A-2-2 


    	 



    

 


	
        PASS-THROUGH RATE: 1.9770%

        DENOMINATION: $[______]

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF APRIL 1, 2021

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

        CLOSING DATE: APRIL 29, 2021

        FIRST DISTRIBUTION DATE:

        MAY 17, 2021

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-2 CERTIFICATES

        AS OF THE CLOSING DATE: $18,335,000
	
        MASTER SERVICER: MIDLAND LOAN
        SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

        AMAZON SEATTLE SPECIAL SERVICER:
        SITUS HOLDINGS, LLC

        TRUSTEE: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

        CERTIFICATE ADMINISTRATOR: WELLS
        FARGO BANK, NATIONAL ASSOCIATION

        OPERATING
        ADVISOR: pentalpha surveillance LLC

        ASSET REPRESENTATIONS REVIEWER:
        pentalpha surveillance LLC

        CUSIP NO.: 08163D AB3

        ISIN NO.: US08163DAB38

        COMMON CODE NO.: 233917222

        CERTIFICATE NO.: [A-2-1]

	 	 


 




    A-2-3 


    	 



    

CLASS A-2 CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and two
subordinate companion loans (the “Trust Subordinate Companion Loans”), all payments on or collections in respect
of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-off Date, all REO Properties and revenues received
in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loans and such amounts as shall from time
to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Pooled Non-VRR Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


GS MORTGAGE SECURITIES CORPORATION
II


THIS CERTIFIES THAT CEDE & CO. is
the registered owner of the interest evidenced by this Certificate in the Class A-2 Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling and Servicing Agreement”),
among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Amazon Seattle
Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain
of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate is
one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-2 Certificates. The Certificates are designated as the BENCHMARK
2021-B25 MORTGAGE TRUST Commercial Mortgage Pass-Through Certificates, Series 2021-B25 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates and the Pooled RR Interest will evidence in the aggregate 100%
of the beneficial ownership of the Trust.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.




    A-2-4 


    	 



    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-2 Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Pooled Non-VRR Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


Realized Losses and
certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loans shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinate Companion Loans allocated to any Class of Certificates will be allocated pro rata among
the outstanding Certificates of such Class.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection
Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified
in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and the
Trust Subordinate Companion Loans and administration of the Trust.


All distributions
under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set
forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator
with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(i) of the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate




    A-2-5 


    	 



    

for registration of transfer at the
office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-2 Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service
charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of
any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection
with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the
cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor
or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the
Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum
sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special
Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders, the Pooled
RR Interest Owner or the Companion Holders:


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Pooled RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which
may be defective or inconsistent with any other provisions therein or to correct any error;


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
or the Pooled RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder, the Pooled RR Interest Owner or
Companion Holder;




    A-2-6 


    	 



    

(v)         
 to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the Pooled RR Interest Owner (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder, the Pooled RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision
or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect
to a Serviced Whole Loan, a Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;


(vii)         
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan
Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of any Certificateholder or the Pooled RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion
of Counsel;


(viii)         
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee
and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition
may change in any manner the rights or obligations of the Amazon




    A-2-7 


    	 



    

Seattle Retaining Third Party
Purchaser under the Pooling and Servicing Agreement or the related risk retention agreement without the consent of the Amazon Seattle
Retaining Third Party Purchaser.


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller,
(B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent or (C) may
materially and adversely affect the Pooled RR Interest Owner without the Pooled RR Interest Owner’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Pooled RR Interest Owner (if affected
by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders,
in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the Pooled RR Interest Owner; provided, however,
that no such amendment shall:


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loans that are required to be distributed on a Certificate of any Class or the Pooled RR Interest without the consent
of the Holder of the Certificate or the Pooled RR Interest Owner or which are required to be distributed to a Companion Holder
without the consent of such Companion Holder; or


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the SOMA Teleco Office Loan-Specific Certificates
or Amazon Seattle Loan-Specific Certificates, in any such case without the consent of the Holders of all Certificates of such Class
then outstanding or such Companion Holders, as applicable; or


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


(v)         
amend the Servicing Standard without, in each case, without the consent of 100% of the Certificateholders and the Pooled
RR Interest Owner or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan,
receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related
Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the applicable Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other
specified person in accordance with such amendment will not 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. Furthermore, no amendment to the Pooling and Servicing
Agreement may be made that changes in any material adverse respect the rights of the SOMA Teleco Office Loan-Specific Certificates
or the Amazon Seattle Loan-




    A-2-8 


    	 



    

Specific Certificates, as applicable,
without the consent of such Class and no amendment to the Pooling and Servicing Agreement may be made that changes any provisions
specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender Agreement without
the consent of the holder of the related Pari Passu Companion Loan(s).


The Holders of the
majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class R Certificates
representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no
less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties
to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise
of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this calculation, if an ARD Loan is still
an asset of the Trust Fund and such right is being exercised after its respective Anticipated Repayment Date, then such Mortgage
Loan will be excluded from the then-aggregate Stated Principal Balance of the Mortgage Loans and from the aggregate Cut-off Date
Principal Balance of the Mortgage Loans).


Following the date
on which 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 are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced
to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates
(other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest), the Sole Owner shall have the right
to exchange all of its Certificates (other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest for
all of the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product
of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates,
the Class S Certificates and the Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loans.


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-2-9 


    	 



    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


		Dated:	April 29, 2021



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF
THE CLASS A-2 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY






    A-2-10 


    	 



    

ABBREVIATIONS


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	
        TEN COM
        TEN ENT

        JT TEN
	-

-

-


	
        as tenant in common

        as tenants by the entireties

        as joint tenants with rights of survivorship and not as tenants
        in common
	 	UNIF GIFT MIN ACT ____________  Custodian



                                                                             (Cust)

                           Under Uniform Gifts to Minors

                           Act __________________________

                                   (State)    



Additional abbreviations
may also be used though not in the above list.


FORM OF TRANSFER





	 	
FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto 

	 




(Please insert Social Security or other identifying
number of Assignee)



(Please print or typewrite name and address
of assignee)



the within Certificate and does hereby
or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust,
with full power of substitution in the premises.


 


	Dated:                      	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 


	 
	SIGNATURE GUARANTEED


The signature must be guaranteed by
a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.


 




    A-2-11 


    	 



    

DISTRIBUTION INSTRUCTIONS


The assignee should
include the following for purposes of distribution:


Distributions shall
be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.




    A-2-12 


    	 



    

EXHIBIT A-3


FORM OF CLASS A-3 CERTIFICATE


CLASS A-3


BENCHMARK 2021-B25 MORTGAGE TRUST


COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES


SERIES 2021-B25, CLASS A-3


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE AMAZON SEATTLE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE LOAN-SPECIFIC
INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NONE OF THE CERTIFICATES, THE UNDERLYING MORTGAGE
LOANS OR THE TRUST SUBORDINATE COMPANION LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF
THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.



_______________________


1   Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


2   Book-Entry
Certificate legend.


 




    A-3-1 


    	 



    

THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE POOLED NON-VRR PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF
THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE
BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 




    A-3-2 


    	 



    

 


	
        PASS-THROUGH RATE: 1.9060%

        DENOMINATION: $[______]

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF APRIL 1, 2021

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

        CLOSING DATE: APRIL 29, 2021

        FIRST DISTRIBUTION DATE:

        MAY 17, 2021

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-3 CERTIFICATES

        AS OF THE CLOSING DATE: $38,075,000
	
        MASTER SERVICER: MIDLAND LOAN
        SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

        AMAZON SEATTLE SPECIAL SERVICER:
        SITUS HOLDINGS, LLC

        TRUSTEE: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

        CERTIFICATE ADMINISTRATOR: WELLS
        FARGO BANK, NATIONAL ASSOCIATION

        OPERATING
        ADVISOR: pentalpha surveillance LLC

        ASSET REPRESENTATIONS REVIEWER:
        pentalpha surveillance LLC

        CUSIP NO.: 08163D AC1

        ISIN NO.: US08163DAC11

        COMMON CODE NO.: 233917249

        CERTIFICATE NO.: [A-3-1]

	 	 




    A-3-3 


    	 



    

CLASS A-3 CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and two
subordinate companion loans (the “Trust Subordinate Companion Loans”), all payments on or collections in respect
of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-off Date, all REO Properties and revenues received
in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loans and such amounts as shall from time
to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Pooled Non-VRR Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


GS MORTGAGE SECURITIES CORPORATION
II


THIS CERTIFIES THAT CEDE & CO. is
the registered owner of the interest evidenced by this Certificate in the Class A-3 Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling and Servicing Agreement”),
among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Amazon Seattle
Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain
of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate is
one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-3 Certificates. The Certificates are designated as the BENCHMARK
2021-B25 MORTGAGE TRUST Commercial Mortgage Pass-Through Certificates, Series 2021-B25 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates and the Pooled RR Interest will evidence in the aggregate 100%
of the beneficial ownership of the Trust.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.




    A-3-4 


    	 



    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-3 Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Pooled Non-VRR Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


Realized Losses and
certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loans shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinate Companion Loans allocated to any Class of Certificates will be allocated pro rata among
the outstanding Certificates of such Class.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection
Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified
in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and the
Trust Subordinate Companion Loans and administration of the Trust.


All distributions
under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set
forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator
with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(i) of the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate




    A-3-5 


    	 



    

for registration of transfer at the
office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-3 Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service
charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of
any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection
with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the
cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor
or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the
Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum
sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special
Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders, the Pooled
RR Interest Owner or the Companion Holders:


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Pooled RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which
may be defective or inconsistent with any other provisions therein or to correct any error;


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
or the Pooled RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder, the Pooled RR Interest Owner or
Companion Holder;




    A-3-6 


    	 



    

(v)         
 to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the Pooled RR Interest Owner (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder, the Pooled RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision
or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect
to a Serviced Whole Loan, a Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;


(vii)         
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan
Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of any Certificateholder or the Pooled RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion
of Counsel;


(viii)         
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee
and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition
may change in any manner the rights or obligations of the Amazon




    A-3-7 


    	 



    

Seattle Retaining Third Party
Purchaser under the Pooling and Servicing Agreement or the related risk retention agreement without the consent of the Amazon Seattle
Retaining Third Party Purchaser.


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller,
(B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent or (C) may
materially and adversely affect the Pooled RR Interest Owner without the Pooled RR Interest Owner’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Pooled RR Interest Owner (if affected
by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders,
in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the Pooled RR Interest Owner; provided, however,
that no such amendment shall:


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loans that are required to be distributed on a Certificate of any Class or the Pooled RR Interest without the consent
of the Holder of the Certificate or the Pooled RR Interest Owner or which are required to be distributed to a Companion Holder
without the consent of such Companion Holder; or


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the SOMA Teleco Office Loan-Specific Certificates
or Amazon Seattle Loan-Specific Certificates, in any such case without the consent of the Holders of all Certificates of such Class
then outstanding or such Companion Holders, as applicable; or


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


(v)         
amend the Servicing Standard without, in each case, without the consent of 100% of the Certificateholders and the Pooled
RR Interest Owner or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan,
receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related
Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the applicable Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other
specified person in accordance with such amendment will not 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. Furthermore, no amendment to the Pooling and Servicing
Agreement may be made that changes in any material adverse respect the rights of the SOMA Teleco Office Loan-Specific Certificates
or the Amazon Seattle Loan-




    A-3-8 


    	 



    

Specific Certificates, as applicable,
without the consent of such Class and no amendment to the Pooling and Servicing Agreement may be made that changes any provisions
specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender Agreement without
the consent of the holder of the related Pari Passu Companion Loan(s).


The Holders of the
majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class R Certificates
representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no
less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties
to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise
of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this calculation, if an ARD Loan is still
an asset of the Trust Fund and such right is being exercised after its respective Anticipated Repayment Date, then such Mortgage
Loan will be excluded from the then-aggregate Stated Principal Balance of the Mortgage Loans and from the aggregate Cut-off Date
Principal Balance of the Mortgage Loans).


Following the date
on which 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 are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced
to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates
(other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest), the Sole Owner shall have the right
to exchange all of its Certificates (other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest for
all of the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product
of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates,
the Class S Certificates and the Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loans.


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-3-9 


    	 



    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.







	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


		Dated:	April 29, 2021



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF
THE CLASS A-3 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY



 




    A-3-10 


    	 



    

ABBREVIATIONS


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	
        TEN COM
        TEN ENT

        JT TEN
	-

-

-


	
        as tenant in common

        as tenants by the entireties

        as joint tenants with rights of survivorship and not as tenants
        in common
	 	UNIF GIFT MIN ACT ____________  Custodian



                                                                             (Cust)

                           Under Uniform Gifts to Minors

                           Act __________________________

                                   (State)    



Additional abbreviations
may also be used though not in the above list.


FORM OF TRANSFER





	 	
FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto 

	 




(Please insert Social Security or other identifying
number of Assignee)



(Please print or typewrite name and address
of assignee)



the within Certificate and does hereby
or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust,
with full power of substitution in the premises.


 


	Dated:                      	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 


	 
	SIGNATURE GUARANTEED


The signature must be guaranteed by
a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.


 




    A-3-11 


    	 



    

DISTRIBUTION INSTRUCTIONS


The assignee should
include the following for purposes of distribution:


Distributions shall
be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 


 




    A-3-12 


    	 



    

EXHIBIT A-4


FORM OF CLASS A-4 CERTIFICATE


CLASS A-4


BENCHMARK 2021-B25 MORTGAGE TRUST


COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES


SERIES 2021-B25, CLASS A-4


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE AMAZON SEATTLE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE LOAN-SPECIFIC
INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NONE OF THE CERTIFICATES, THE UNDERLYING MORTGAGE
LOANS OR THE TRUST SUBORDINATE COMPANION LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF
THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.



_______________________


1   Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


2   Book-Entry
Certificate legend.


 




    A-4-1 


    	 



    

THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE POOLED NON-VRR PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF
THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE
BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 




    A-4-2 


    	 



    

 


	
        PASS-THROUGH RATE: 2.2680%

        DENOMINATION: $[______]

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF APRIL 1, 2021

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

        CLOSING DATE: APRIL 29, 2021

        FIRST DISTRIBUTION DATE:

        MAY 17, 2021

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-4 CERTIFICATES

        AS OF THE CLOSING DATE: $175,000,000
	
        MASTER SERVICER: MIDLAND LOAN
        SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

        AMAZON SEATTLE SPECIAL SERVICER:
        SITUS HOLDINGS, LLC

        TRUSTEE: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

        CERTIFICATE ADMINISTRATOR: WELLS
        FARGO BANK, NATIONAL ASSOCIATION

        OPERATING
        ADVISOR: pentalpha surveillance LLC

        ASSET REPRESENTATIONS REVIEWER:
        pentalpha surveillance LLC

        CUSIP NO.: 08163D AD9

        ISIN NO.: US08163DAD93

        COMMON CODE NO.: 233917257

        CERTIFICATE NO.: [A-4-1]

	 	 




    A-4-3 


    	 



    

CLASS A-4 CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and two
subordinate companion loans (the “Trust Subordinate Companion Loans”), all payments on or collections in respect
of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-off Date, all REO Properties and revenues received
in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loans and such amounts as shall from time
to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Pooled Non-VRR Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


GS MORTGAGE SECURITIES CORPORATION
II


THIS CERTIFIES THAT CEDE & CO. is
the registered owner of the interest evidenced by this Certificate in the Class A-4 Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling and Servicing Agreement”),
among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Amazon Seattle
Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain
of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate is
one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-4 Certificates. The Certificates are designated as the BENCHMARK
2021-B25 MORTGAGE TRUST Commercial Mortgage Pass-Through Certificates, Series 2021-B25 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates and the Pooled RR Interest will evidence in the aggregate 100%
of the beneficial ownership of the Trust.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.




    A-4-4 


    	 



    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-4 Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Pooled Non-VRR Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


Realized Losses and
certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loans shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinate Companion Loans allocated to any Class of Certificates will be allocated pro rata among
the outstanding Certificates of such Class.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection
Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified
in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and the
Trust Subordinate Companion Loans and administration of the Trust.


All distributions
under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set
forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator
with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(i) of the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate




    A-4-5 


    	 



    

for registration of transfer at the
office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-4 Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service
charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of
any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection
with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the
cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor
or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the
Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum
sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special
Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders, the Pooled
RR Interest Owner or the Companion Holders:


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Pooled RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which
may be defective or inconsistent with any other provisions therein or to correct any error;


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
or the Pooled RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder, the Pooled RR Interest Owner or
Companion Holder;




    A-4-6 


    	 



    

(v)         
 to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the Pooled RR Interest Owner (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder, the Pooled RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision
or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect
to a Serviced Whole Loan, a Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;


(vii)         
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan
Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of any Certificateholder or the Pooled RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion
of Counsel;


(viii)         
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee
and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition
may change in any manner the rights or obligations of the Amazon




    A-4-7 


    	 



    

Seattle Retaining Third Party
Purchaser under the Pooling and Servicing Agreement or the related risk retention agreement without the consent of the Amazon Seattle
Retaining Third Party Purchaser.


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller,
(B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent or (C) may
materially and adversely affect the Pooled RR Interest Owner without the Pooled RR Interest Owner’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Pooled RR Interest Owner (if affected
by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders,
in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the Pooled RR Interest Owner; provided, however,
that no such amendment shall:


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loans that are required to be distributed on a Certificate of any Class or the Pooled RR Interest without the consent
of the Holder of the Certificate or the Pooled RR Interest Owner or which are required to be distributed to a Companion Holder
without the consent of such Companion Holder; or


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the SOMA Teleco Office Loan-Specific Certificates
or Amazon Seattle Loan-Specific Certificates, in any such case without the consent of the Holders of all Certificates of such Class
then outstanding or such Companion Holders, as applicable; or


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


(v)         
amend the Servicing Standard without, in each case, without the consent of 100% of the Certificateholders and the Pooled
RR Interest Owner or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan,
receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related
Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the applicable Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other
specified person in accordance with such amendment will not 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. Furthermore, no amendment to the Pooling and Servicing
Agreement may be made that changes in any material adverse respect the rights of the SOMA Teleco Office Loan-Specific Certificates
or the Amazon Seattle Loan-




    A-4-8 


    	 



    

Specific Certificates, as applicable,
without the consent of such Class and no amendment to the Pooling and Servicing Agreement may be made that changes any provisions
specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender Agreement without
the consent of the holder of the related Pari Passu Companion Loan(s).


The Holders of the
majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class R Certificates
representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no
less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties
to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise
of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this calculation, if an ARD Loan is still
an asset of the Trust Fund and such right is being exercised after its respective Anticipated Repayment Date, then such Mortgage
Loan will be excluded from the then-aggregate Stated Principal Balance of the Mortgage Loans and from the aggregate Cut-off Date
Principal Balance of the Mortgage Loans).


Following the date
on which 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 are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced
to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates
(other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest), the Sole Owner shall have the right
to exchange all of its Certificates (other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest for
all of the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product
of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates,
the Class S Certificates and the Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loans.


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-4-9 


    	 



    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


		Dated:	April 29, 2021



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF
THE CLASS A-4 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY








 




    A-4-10 


    	 



    

ABBREVIATIONS


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	
        TEN COM
        TEN ENT

        JT TEN
	-

-

-


	
        as tenant in common

        as tenants by the entireties

        as joint tenants with rights of survivorship and not as tenants
        in common
	 	UNIF GIFT MIN ACT ____________  Custodian



                                                                             (Cust)

                           Under Uniform Gifts to Minors

                           Act __________________________

                                   (State)    



Additional abbreviations
may also be used though not in the above list.


FORM OF TRANSFER





	 	
FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto 

	 




(Please insert Social Security or other identifying
number of Assignee)



(Please print or typewrite name and address
of assignee)



the within Certificate and does hereby
or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust,
with full power of substitution in the premises.


 


	Dated:                      	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 


	 
	SIGNATURE GUARANTEED


The signature must be guaranteed by
a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.


 




    A-4-11 


    	 



    

DISTRIBUTION INSTRUCTIONS


The assignee should
include the following for purposes of distribution:


Distributions shall
be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 


 




    A-4-12 


    	 



    

EXHIBIT A-5


FORM OF CLASS A-5 CERTIFICATE


CLASS A-5


BENCHMARK 2021-B25 MORTGAGE TRUST


COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES


SERIES 2021-B25, CLASS A-5


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE AMAZON SEATTLE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE LOAN-SPECIFIC
INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NONE OF THE CERTIFICATES, THE UNDERLYING MORTGAGE
LOANS OR THE TRUST SUBORDINATE COMPANION LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF
THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.



_______________________


1   Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


2   Book-Entry
Certificate legend. 


 




    A-5-1 


    	 



    

THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE POOLED NON-VRR PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF
THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE
BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 




    A-5-2 


    	 



    

 


	
        PASS-THROUGH RATE: 2.5770%

        DENOMINATION: $[______]

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF APRIL 1, 2021

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

        CLOSING DATE: APRIL 29, 2021

        FIRST DISTRIBUTION DATE:

        MAY 17, 2021

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-5 CERTIFICATES

        AS OF THE CLOSING DATE: $514,148,000
	
        MASTER SERVICER: MIDLAND LOAN
        SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

        AMAZON SEATTLE SPECIAL SERVICER:
        SITUS HOLDINGS, LLC

        TRUSTEE: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

        CERTIFICATE ADMINISTRATOR: WELLS
        FARGO BANK, NATIONAL ASSOCIATION

        OPERATING
        ADVISOR: pentalpha surveillance LLC

        ASSET REPRESENTATIONS REVIEWER:
        pentalpha surveillance LLC

        CUSIP NO.: 08163D AE7

        ISIN NO.: US08163DAE76

        COMMON CODE NO.: 233917265

        CERTIFICATE NO.: [A-5-1] [A-5-2]

	 	 




    A-5-3 


    	 



    

CLASS A-5 CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and two
subordinate companion loans (the “Trust Subordinate Companion Loans”), all payments on or collections in respect
of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-off Date, all REO Properties and revenues received
in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loans and such amounts as shall from time
to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Pooled Non-VRR Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


GS MORTGAGE SECURITIES CORPORATION
II


THIS CERTIFIES THAT CEDE & CO. is
the registered owner of the interest evidenced by this Certificate in the Class A-5 Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling and Servicing Agreement”),
among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Amazon Seattle
Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain
of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate is
one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-5 Certificates. The Certificates are designated as the BENCHMARK
2021-B25 MORTGAGE TRUST Commercial Mortgage Pass-Through Certificates, Series 2021-B25 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates and the Pooled RR Interest will evidence in the aggregate 100%
of the beneficial ownership of the Trust.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.




    A-5-4 


    	 



    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-5 Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Pooled Non-VRR Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


Realized Losses and
certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loans shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinate Companion Loans allocated to any Class of Certificates will be allocated pro rata among
the outstanding Certificates of such Class.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection
Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified
in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and the
Trust Subordinate Companion Loans and administration of the Trust.


All distributions
under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set
forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator
with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or
be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(i) of the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate




    A-5-5 


    	 



    

for registration of transfer at the
office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-5 Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service
charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of
any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection
with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the
cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor
or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the
Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum
sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special
Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders, the Pooled
RR Interest Owner or the Companion Holders:


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Pooled RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which
may be defective or inconsistent with any other provisions therein or to correct any error;


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
or the Pooled RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder, the Pooled RR Interest Owner or
Companion Holder;




    A-5-6 


    	 



    

(v)         
 to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the Pooled RR Interest Owner (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder, the Pooled RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision
or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect
to a Serviced Whole Loan, a Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;


(vii)         
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan
Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of any Certificateholder or the Pooled RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion
of Counsel;


(viii)         
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee
and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition
may change in any manner the rights or obligations of the Amazon




    A-5-7 


    	 



    

Seattle Retaining Third Party
Purchaser under the Pooling and Servicing Agreement or the related risk retention agreement without the consent of the Amazon Seattle
Retaining Third Party Purchaser.


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller,
(B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent or (C) may
materially and adversely affect the Pooled RR Interest Owner without the Pooled RR Interest Owner’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Pooled RR Interest Owner (if affected
by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders,
in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the Pooled RR Interest Owner; provided, however,
that no such amendment shall:


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loans that are required to be distributed on a Certificate of any Class or the Pooled RR Interest without the consent
of the Holder of the Certificate or the Pooled RR Interest Owner or which are required to be distributed to a Companion Holder
without the consent of such Companion Holder; or


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the SOMA Teleco Office Loan-Specific Certificates
or Amazon Seattle Loan-Specific Certificates, in any such case without the consent of the Holders of all Certificates of such Class
then outstanding or such Companion Holders, as applicable; or


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


(v)         
amend the Servicing Standard without, in each case, without the consent of 100% of the Certificateholders and the Pooled
RR Interest Owner or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan,
receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related
Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the applicable Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other
specified person in accordance with such amendment will not 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. Furthermore, no amendment to the Pooling and Servicing
Agreement may be made that changes in any material adverse respect the rights of the SOMA Teleco Office Loan-Specific Certificates
or the Amazon Seattle Loan-




    A-5-8 


    	 



    

Specific Certificates, as applicable,
without the consent of such Class and no amendment to the Pooling and Servicing Agreement may be made that changes any provisions
specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender Agreement without
the consent of the holder of the related Pari Passu Companion Loan(s).


The Holders of the
majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class R Certificates
representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no
less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties
to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise
of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this calculation, if an ARD Loan is still
an asset of the Trust Fund and such right is being exercised after its respective Anticipated Repayment Date, then such Mortgage
Loan will be excluded from the then-aggregate Stated Principal Balance of the Mortgage Loans and from the aggregate Cut-off Date
Principal Balance of the Mortgage Loans).


Following the date
on which 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 are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced
to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates
(other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest), the Sole Owner shall have the right
to exchange all of its Certificates (other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest for
all of the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product
of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates,
the Class S Certificates and the Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loans.


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-5-9 


    	 



    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


		Dated:	April 29, 2021



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF
THE CLASS A-5 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY




 




    A-5-10 


    	 



    

ABBREVIATIONS


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	
        TEN COM
        TEN ENT

        JT TEN
	-

-

-


	
        as tenant in common

        as tenants by the entireties

        as joint tenants with rights of survivorship and not as tenants
        in common
	 	UNIF GIFT MIN ACT ____________  Custodian



                                                                             (Cust)

                           Under Uniform Gifts to Minors

                           Act __________________________

                                   (State)    



Additional abbreviations
may also be used though not in the above list.


FORM OF TRANSFER





	 	
FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto 

	 




(Please insert Social Security or other identifying
number of Assignee)



(Please print or typewrite name and address
of assignee)



the within Certificate and does hereby
or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust,
with full power of substitution in the premises.


 


	Dated:                      	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 


	 
	SIGNATURE GUARANTEED


The signature must be guaranteed by
a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.


 




    A-5-11 


    	 



    

DISTRIBUTION INSTRUCTIONS


The assignee should
include the following for purposes of distribution:


Distributions shall
be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 


 




    A-5-12 


    	 



    

EXHIBIT A-6


FORM OF CLASS A-SB CERTIFICATE


CLASS A-SB


BENCHMARK 2021-B25 MORTGAGE TRUST


COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES


SERIES 2021-B25, CLASS A-SB


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE AMAZON SEATTLE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE LOAN-SPECIFIC
INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NONE OF THE CERTIFICATES, THE UNDERLYING MORTGAGE
LOANS OR THE TRUST SUBORDINATE COMPANION LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF
THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE CODE.



_______________________


1   Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


2   Book-Entry
Certificate legend.


 




    A-6-1 


    	 



    

THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE POOLED NON-VRR PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF
THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE
BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 




    A-6-2 


    	 



    

 


	
        PASS-THROUGH RATE: 2.2710%

        DENOMINATION: $[______]

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF APRIL 1, 2021

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

        CLOSING DATE: APRIL 29, 2021

        FIRST DISTRIBUTION DATE:

        mAY 17, 2021

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-SB CERTIFICATES

        AS OF THE CLOSING DATE: $35,940,000
	
        MASTER SERVICER: MIDLAND LOAN
        SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

        AMAZON SEATTLE SPECIAL SERVICER:
        SITUS HOLDINGS, LLC

        TRUSTEE: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

        CERTIFICATE ADMINISTRATOR: WELLS
        FARGO BANK, NATIONAL ASSOCIATION

        OPERATING
        ADVISOR: pentalpha surveillance LLC

        ASSET REPRESENTATIONS REVIEWER:
        pentalpha surveillance LLC

        CUSIP NO.: 08163D AF4

        ISIN NO.: US08163DAF42

        COMMON CODE NO.: 233917273

        CERTIFICATE NO.: [A-SB-1]

	 	 


 




    A-6-3 


    	 



    

CLASS A-SB CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and two
subordinate companion loans (the “Trust Subordinate Companion Loans”), all payments on or collections in respect
of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-off Date, all REO Properties and revenues received
in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loans and such amounts as shall from time
to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Pooled Non-VRR Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


GS MORTGAGE SECURITIES CORPORATION
II


THIS CERTIFIES THAT CEDE & CO. is
the registered owner of the interest evidenced by this Certificate in the Class A-SB Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling and Servicing Agreement”), among
GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Amazon Seattle
Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain
of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate is
one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-SB Certificates. The Certificates are designated as the BENCHMARK 2021-B25
MORTGAGE TRUST Commercial Mortgage Pass-Through Certificates, Series 2021-B25 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates and the Pooled RR Interest will evidence in the aggregate 100% of
the beneficial ownership of the Trust.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.




    A-6-4 


    	 



    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-SB Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Pooled Non-VRR Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


Realized Losses and
certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loans shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinate Companion Loans allocated to any Class of Certificates will be allocated pro rata among
the outstanding Certificates of such Class.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection
Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified
in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and the
Trust Subordinate Companion Loans and administration of the Trust.


All distributions
under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set
forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator
with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(i) of the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate




    A-6-5 


    	 



    

for registration of transfer at the
office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-SB Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service
charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of
any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection
with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the
cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor
or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the
Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum
sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special
Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders, the Pooled
RR Interest Owner or the Companion Holders:


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Pooled RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which
may be defective or inconsistent with any other provisions therein or to correct any error;


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
or the Pooled RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder, the Pooled RR Interest Owner or
Companion Holder;




    A-6-6 


    	 



    

(v)         
 to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the Pooled RR Interest Owner (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder, the Pooled RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision
or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect
to a Serviced Whole Loan, a Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;


(vii)         
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan
Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of any Certificateholder or the Pooled RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion
of Counsel;


(viii)         
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee
and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition
may change in any manner the rights or obligations of the Amazon




    A-6-7 


    	 



    

Seattle Retaining Third Party
Purchaser under the Pooling and Servicing Agreement or the related risk retention agreement without the consent of the Amazon Seattle
Retaining Third Party Purchaser.


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller,
(B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent or (C) may
materially and adversely affect the Pooled RR Interest Owner without the Pooled RR Interest Owner’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Pooled RR Interest Owner (if affected
by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders,
in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the Pooled RR Interest Owner; provided, however,
that no such amendment shall:


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loans that are required to be distributed on a Certificate of any Class or the Pooled RR Interest without the consent
of the Holder of the Certificate or the Pooled RR Interest Owner or which are required to be distributed to a Companion Holder
without the consent of such Companion Holder; or


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the SOMA Teleco Office Loan-Specific Certificates
or Amazon Seattle Loan-Specific Certificates, in any such case without the consent of the Holders of all Certificates of such Class
then outstanding or such Companion Holders, as applicable; or


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


(v)         
amend the Servicing Standard without, in each case, without the consent of 100% of the Certificateholders and the Pooled
RR Interest Owner or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan,
receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related
Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the applicable Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other
specified person in accordance with such amendment will not 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. Furthermore, no amendment to the Pooling and Servicing
Agreement may be made that changes in any material adverse respect the rights of the SOMA Teleco Office Loan-Specific Certificates
or the Amazon Seattle Loan-




    A-6-8 


    	 



    

Specific Certificates, as applicable,
without the consent of such Class and no amendment to the Pooling and Servicing Agreement may be made that changes any provisions
specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender Agreement without
the consent of the holder of the related Pari Passu Companion Loan(s).


The Holders of the
majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class R Certificates
representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no
less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties
to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise
of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this calculation, if an ARD Loan is still
an asset of the Trust Fund and such right is being exercised after its respective Anticipated Repayment Date, then such Mortgage
Loan will be excluded from the then-aggregate Stated Principal Balance of the Mortgage Loans and from the aggregate Cut-off Date
Principal Balance of the Mortgage Loans).


Following the date
on which 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 are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced
to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates
(other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest), the Sole Owner shall have the right
to exchange all of its Certificates (other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest for
all of the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product
of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates,
the Class S Certificates and the Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loans.


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-6-9 


    	 



    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


		Dated:	April 29, 2021



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF
THE CLASS A-SB CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY






    A-6-10 


    	 



    

ABBREVIATIONS


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	
        TEN COM
        TEN ENT

        JT TEN
	-

-

-


	
        as tenant in common

        as tenants by the entireties

        as joint tenants with rights of survivorship and not as tenants
        in common
	 	UNIF GIFT MIN ACT ____________  Custodian



                                                                             (Cust)

                           Under Uniform Gifts to Minors

                           Act __________________________

                                   (State)    



Additional abbreviations
may also be used though not in the above list.


FORM OF TRANSFER





	 	
FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto 

	 




(Please insert Social Security or other identifying
number of Assignee)



(Please print or typewrite name and address
of assignee)



the within Certificate and does hereby
or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust,
with full power of substitution in the premises.


 


	Dated:                      	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 


	 
	SIGNATURE GUARANTEED


The signature must be guaranteed by
a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.


 




    A-6-11 


    	 



    

DISTRIBUTION INSTRUCTIONS


The assignee should
include the following for purposes of distribution:


Distributions shall
be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.




    A-6-12 


    	 



    

EXHIBIT A-7


FORM OF CLASS X-A CERTIFICATE


CLASS X-A


BENCHMARK 2021-B25 MORTGAGE TRUST


COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES


SERIES 2021-B25, CLASS X-A


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE AMAZON SEATTLE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE LOAN-SPECIFIC
INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NONE OF THE CERTIFICATES, THE UNDERLYING MORTGAGE
LOANS OR THE TRUST SUBORDINATE COMPANION LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


THIS CLASS X-A CERTIFICATE HAS NO
PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4,
CLASS A-5, CLASS A-SB AND CLASS A-S CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.



_______________________


1   Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


2   Book-Entry
Certificate legend.


 




    A-7-1 


    	 



    

THE NOTIONAL AMOUNT ON WHICH THE
INTEREST PAYABLE TO THE HOLDERS OF THE CLASS X-A CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES
ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.




    A-7-2 


    	 



    

 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING
        AND SERVICING AGREEMENT3

        DENOMINATION: $[______]

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF APRIL 1, 2021

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

        CLOSING DATE: APRIL 29, 2021

        FIRST DISTRIBUTION DATE:

        May 17, 2021

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-A CERTIFICATES
        AS OF THE CLOSING DATE: $920,578,000
	
        MASTER SERVICER: MIDLAND LOAN
        SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

        AMAZON SEATTLE SPECIAL SERVICER:
        SITUS HOLDINGS, LLC

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

        CERTIFICATE ADMINISTRATOR: WELLS
        FARGO BANK, NATIONAL ASSOCIATION

        OPERATING
        ADVISOR: pentalpha surveillance LLC

        ASSET REPRESENTATIONS REVIEWER:
        pentalpha surveillance LLC

        CUSIP NO.: 08163D AG2

        ISIN NO.: US08163DAG25

        COMMON CODE NO.: 233917281

        CERTIFICATE NO.: [X-A-1] [X-A-2]







_______________________


3   The initial
approximate Pass-Through Rate as of the Closing Date is 1.114019243%.


 




    A-7-3 


    	 



    

CLASS X-A CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and two
subordinate companion loans (the “Trust Subordinate Companion Loans”), all payments on or collections in respect
of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-off Date, all REO Properties and revenues received
in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loans and such amounts as shall from time
to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Pooled Non-VRR Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


GS MORTGAGE SECURITIES CORPORATION
II


THIS CERTIFIES THAT CEDE & CO. is
the registered owner of the interest evidenced by this Certificate in the Class X-A Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling and Servicing Agreement”),
among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Amazon Seattle
Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain
of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate is
one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Notional Amount of the Class X-A Certificates. The Certificates are designated as the BENCHMARK 2021-B25
MORTGAGE TRUST Commercial Mortgage Pass-Through Certificates, Series 2021-B25 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates and the Pooled RR Interest will evidence in the aggregate 100% of
the beneficial ownership of the Trust.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public and private debts.




    A-7-4 


    	 



    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class X-A Pass-Through Rate specified above on the Notional Amount of this Certificate
immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution Date will be in an amount
equal to this Certificate’s pro rata share of the Pooled Non-VRR Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


Realized Losses and
certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loans shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinate Companion Loans allocated to any Class of Certificates will be allocated pro rata among
the outstanding Certificates of such Class.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection
Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified
in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and the
Trust Subordinate Companion Loans and administration of the Trust.


All distributions
under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set
forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator
with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(i) of the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate




    A-7-5 


    	 



    

for registration of transfer at the
office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms
of the Pooling and Servicing Agreement, the Class X-A Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class.


No fee or service
charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of
any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection
with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the
cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor
or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the
Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum
sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special
Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders, the Pooled
RR Interest Owner or the Companion Holders:


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Pooled RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which
may be defective or inconsistent with any other provisions therein or to correct any error;


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
or the Pooled RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder, the Pooled RR Interest Owner or
Companion Holder;




    A-7-6 


    	 



    

(v)         
 to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the Pooled RR Interest Owner (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder, the Pooled RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision
or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect
to a Serviced Whole Loan, a Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;


(vii)         
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan
Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of any Certificateholder or the Pooled RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion
of Counsel;


(viii)         
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee
and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition
may change in any manner the rights or obligations of the Amazon




    A-7-7 


    	 



    

Seattle Retaining Third Party
Purchaser under the Pooling and Servicing Agreement or the related risk retention agreement without the consent of the Amazon Seattle
Retaining Third Party Purchaser.


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller,
(B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent or (C) may
materially and adversely affect the Pooled RR Interest Owner without the Pooled RR Interest Owner’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Pooled RR Interest Owner (if affected
by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders,
in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the Pooled RR Interest Owner; provided, however,
that no such amendment shall:


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loans that are required to be distributed on a Certificate of any Class or the Pooled RR Interest without the consent
of the Holder of the Certificate or the Pooled RR Interest Owner or which are required to be distributed to a Companion Holder
without the consent of such Companion Holder; or


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the SOMA Teleco Office Loan-Specific Certificates
or Amazon Seattle Loan-Specific Certificates, in any such case without the consent of the Holders of all Certificates of such Class
then outstanding or such Companion Holders, as applicable; or


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


(v)         
amend the Servicing Standard without, in each case, without the consent of 100% of the Certificateholders and the Pooled
RR Interest Owner or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan,
receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related
Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the applicable Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other
specified person in accordance with such amendment will not 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. Furthermore, no amendment to the Pooling and Servicing
Agreement may be made that changes in any material adverse respect the rights of the SOMA Teleco Office Loan-Specific Certificates
or the Amazon Seattle Loan-




    A-7-8 


    	 



    

Specific Certificates, as applicable,
without the consent of such Class and no amendment to the Pooling and Servicing Agreement may be made that changes any provisions
specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender Agreement without
the consent of the holder of the related Pari Passu Companion Loan(s).


The Holders of the
majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class R Certificates
representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no
less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties
to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise
of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this calculation, if an ARD Loan is still
an asset of the Trust Fund and such right is being exercised after its respective Anticipated Repayment Date, then such Mortgage
Loan will be excluded from the then-aggregate Stated Principal Balance of the Mortgage Loans and from the aggregate Cut-off Date
Principal Balance of the Mortgage Loans).


Following the date
on which 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 are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced
to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates
(other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest), the Sole Owner shall have the right
to exchange all of its Certificates (other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest for
all of the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product
of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates,
the Class S Certificates and the Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loans.


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-7-9 


    	 



    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


		Dated:	April 29, 2021



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF
THE CLASS X-A CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY






    A-7-10 


    	 



    

ABBREVIATIONS


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	
        TEN COM
        TEN ENT

        JT TEN
	-

-

-


	
        as tenant in common

        as tenants by the entireties

        as joint tenants with rights of survivorship and not as tenants
        in common
	 	UNIF GIFT MIN ACT ____________  Custodian



                                                                             (Cust)

                           Under Uniform Gifts to Minors

                           Act __________________________

                                   (State)    



Additional abbreviations
may also be used though not in the above list.


FORM OF TRANSFER





	 	
FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto 

	 




(Please insert Social Security or other identifying
number of Assignee)



(Please print or typewrite name and address
of assignee)



the within Certificate and does hereby
or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust,
with full power of substitution in the premises.


 


	Dated:                      	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 


	 
	SIGNATURE GUARANTEED


The signature must be guaranteed by
a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.


 




    A-7-11 


    	 



    

DISTRIBUTION INSTRUCTIONS


The assignee should
include the following for purposes of distribution:


Distributions shall
be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.




    A-7-12 


    	 



    

EXHIBIT A-8


FORM OF CLASS X-B CERTIFICATE


CLASS X-B


BENCHMARK 2021-B25 MORTGAGE TRUST


COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES


SERIES 2021-B25, CLASS X-B


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE AMAZON SEATTLE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE LOAN-SPECIFIC
INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NONE OF THE CERTIFICATES, THE UNDERLYING MORTGAGE
LOANS OR THE TRUST SUBORDINATE COMPANION LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


THIS CLASS X-B CERTIFICATE HAS NO
PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS B AND CLASS C CERTIFICATES. ACCORDINGLY,
THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.



_______________________


1   Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


2   Book-Entry
Certificate legend.


 




    A-8-1 


    	 



    

THE NOTIONAL AMOUNT ON WHICH THE
INTEREST PAYABLE TO THE HOLDERS OF THE CLASS X-B CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES
ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.




    A-8-2 


    	 



    

 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING
        AND SERVICING AGREEMENT3

        DENOMINATION: $[______]

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF APRIL 1, 2021

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

        CLOSING DATE: APRIL 29, 2021

        FIRST DISTRIBUTION DATE:

        MAY 17, 2021

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-B CERTIFICATES
        AS OF THE CLOSING DATE: $93,350,000
	
        MASTER SERVICER: MIDLAND LOAN
        SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

        AMAZON SEATTLE SPECIAL SERVICER:
        SITUS HOLDINGS, LLC

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

        CERTIFICATE ADMINISTRATOR: WELLS
        FARGO BANK, NATIONAL ASSOCIATION

        OPERATING
        ADVISOR: pentalpha surveillance LLC

        ASSET REPRESENTATIONS REVIEWER:
        pentalpha surveillance LLC

        CUSIP NO.: 08163D AH0

        ISIN NO.: US08163DAH08

        COMMON CODE NO.: 233917290

        CERTIFICATE NO.: [X-B-1]



 


 






_______________________


3   The
initial approximate Pass-Through Rate as of the Closing Date is 0.661517868%.




    A-8-3 


    	 



    

CLASS X-B CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and two
subordinate companion loans (the “Trust Subordinate Companion Loans”), all payments on or collections in respect
of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-off Date, all REO Properties and revenues received
in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loans and such amounts as shall from time
to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Pooled Non-VRR Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


GS MORTGAGE SECURITIES CORPORATION
II


THIS CERTIFIES THAT CEDE & CO. is
the registered owner of the interest evidenced by this Certificate in the Class X-B Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling and Servicing Agreement”),
among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Amazon Seattle
Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain
of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate is
one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Notional Amount of the Class X-B Certificates. The Certificates are designated as the BENCHMARK 2021-B25
MORTGAGE TRUST Commercial Mortgage Pass-Through Certificates, Series 2021-B25 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates and the Pooled RR Interest will evidence in the aggregate 100% of
the beneficial ownership of the Trust.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public and private debts.




    A-8-4 


    	 



    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class X-B Pass-Through Rate specified above on the Notional Amount of this Certificate
immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution Date will be in an amount
equal to this Certificate’s pro rata share of the Pooled Non-VRR Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


Realized Losses and
certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loans shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinate Companion Loans allocated to any Class of Certificates will be allocated pro rata among
the outstanding Certificates of such Class.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection
Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified
in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and the
Trust Subordinate Companion Loans and administration of the Trust.


All distributions
under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set
forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator
with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or
be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(i) of the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate




    A-8-5 


    	 



    

for registration of transfer at the
office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms
of the Pooling and Servicing Agreement, the Class X-B Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class.


No fee or service
charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of
any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection
with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the
cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor
or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the
Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum
sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special
Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders, the Pooled
RR Interest Owner or the Companion Holders:


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Pooled RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which
may be defective or inconsistent with any other provisions therein or to correct any error;


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
or the Pooled RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder, the Pooled RR Interest Owner or
Companion Holder;




    A-8-6 


    	 



    

(v)         
 to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the Pooled RR Interest Owner (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder, the Pooled RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision
or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect
to a Serviced Whole Loan, a Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;


(vii)         
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan
Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of any Certificateholder or the Pooled RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion
of Counsel;


(viii)         
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee
and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition
may change in any manner the rights or obligations of the Amazon




    A-8-7 


    	 



    

Seattle Retaining Third Party
Purchaser under the Pooling and Servicing Agreement or the related risk retention agreement without the consent of the Amazon Seattle
Retaining Third Party Purchaser.


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller,
(B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent or (C) may
materially and adversely affect the Pooled RR Interest Owner without the Pooled RR Interest Owner’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Pooled RR Interest Owner (if affected
by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders,
in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the Pooled RR Interest Owner; provided, however,
that no such amendment shall:


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loans that are required to be distributed on a Certificate of any Class or the Pooled RR Interest without the consent
of the Holder of the Certificate or the Pooled RR Interest Owner or which are required to be distributed to a Companion Holder
without the consent of such Companion Holder; or


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the SOMA Teleco Office Loan-Specific Certificates
or Amazon Seattle Loan-Specific Certificates, in any such case without the consent of the Holders of all Certificates of such Class
then outstanding or such Companion Holders, as applicable; or


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


(v)         
amend the Servicing Standard without, in each case, without the consent of 100% of the Certificateholders and the Pooled
RR Interest Owner or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan,
receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related
Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the applicable Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other
specified person in accordance with such amendment will not 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. Furthermore, no amendment to the Pooling and Servicing
Agreement may be made that changes in any material adverse respect the rights of the SOMA Teleco Office Loan-Specific Certificates
or the Amazon Seattle Loan-




    A-8-8 


    	 



    

Specific Certificates, as applicable,
without the consent of such Class and no amendment to the Pooling and Servicing Agreement may be made that changes any provisions
specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender Agreement without
the consent of the holder of the related Pari Passu Companion Loan(s).


The Holders of the
majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class R Certificates
representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no
less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties
to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise
of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this calculation, if an ARD Loan is still
an asset of the Trust Fund and such right is being exercised after its respective Anticipated Repayment Date, then such Mortgage
Loan will be excluded from the then-aggregate Stated Principal Balance of the Mortgage Loans and from the aggregate Cut-off Date
Principal Balance of the Mortgage Loans).


Following the date
on which 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 are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced
to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates
(other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest), the Sole Owner shall have the right
to exchange all of its Certificates (other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest for
all of the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product
of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates,
the Class S Certificates and the Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loans.


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-8-9 


    	 



    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


		Dated:	April 29, 2021



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF
THE CLASS X-B CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY










    A-8-10 


    	 



    

ABBREVIATIONS


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	
        TEN COM
        TEN ENT

        JT TEN
	-

-

-


	
        as tenant in common

        as tenants by the entireties

        as joint tenants with rights of survivorship and not as tenants
        in common
	 	UNIF GIFT MIN ACT ____________  Custodian



                                                                             (Cust)

                           Under Uniform Gifts to Minors

                           Act __________________________

                                   (State)    



Additional abbreviations
may also be used though not in the above list.


FORM OF TRANSFER





	 	
FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto 

	 




(Please insert Social Security or other identifying
number of Assignee)



(Please print or typewrite name and address
of assignee)



the within Certificate and does hereby
or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust,
with full power of substitution in the premises.


 


	Dated:                      	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 


	 
	SIGNATURE GUARANTEED


The signature must be guaranteed by
a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.


 




    A-8-11 


    	 



    

DISTRIBUTION INSTRUCTIONS


The assignee should
include the following for purposes of distribution:


Distributions shall
be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.




    A-8-12 


    	 



    

EXHIBIT A-9


FORM OF CLASS X-D CERTIFICATE


CLASS X-D


BENCHMARK 2021-B25 MORTGAGE TRUST


COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES


SERIES 2021-B25, CLASS X-D


[THIS CERTIFICATE IS A TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR
ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE AMAZON SEATTLE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE LOAN-SPECIFIC
INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NONE OF THE




_______________________



1   Temporary
Regulation S Book-Entry Certificate legend.


2   Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


3    Book-Entry
Certificate legend.


 




    A-9-1 


    	 



    

CERTIFICATES, THE UNDERLYING MORTGAGE
LOANS OR THE TRUST SUBORDINATE COMPANION LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTION
THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO
AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D
UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS CLASS X-D CERTIFICATE HAS NO
PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS D AND CLASS E CERTIFICATES. ACCORDINGLY,
THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


THE NOTIONAL AMOUNT ON WHICH THE
INTEREST PAYABLE TO THE HOLDERS OF THE CLASS X-D CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES
ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.




    A-9-2 


    	 



    

 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING
        AND SERVICING AGREEMENT4

        DENOMINATION: $[______]

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF APRIL 1, 2021

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

        CLOSING DATE: APRIL 29, 2021

        FIRST DISTRIBUTION DATE:

        MAY 17, 2021

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-D CERTIFICATES
        AS OF THE CLOSING DATE: $60,319,000
	
        MASTER SERVICER: MIDLAND LOAN
        SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

        AMAZON SEATTLE SPECIAL SERVICER:
        SITUS HOLDINGS, LLC

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

        CERTIFICATE ADMINISTRATOR: WELLS
        FARGO BANK, NATIONAL ASSOCIATION

        OPERATING
        ADVISOR: pentalpha surveillance LLC

        ASSET REPRESENTATIONS REVIEWER:
        pentalpha surveillance LLC

        CUSIP NO.: [08163D AM9]5

        [U0743D AA8]6

        [08163D AN7]7

        ISIN NO.: [US08163DAM92]8

        [USU0743DAA82]9

        [US08163DAN75]10

        COMMON CODE NO.: [233916897]11

        [233916994]12

        CERTIFICATE NO.: [X-D-1][X-D-S-1]

	 	 


____________________


4   The initial
approximate Pass-Through Rate as of the Closing Date is 1.566457729%.


5   For Rule
144A Certificates


6   For Regulation
S Certificates


7   For IAI
Certificates


8   For Rule
144A Certificates


9   For Regulation
S Certificates


10   For IAI
Certificates


11   For Rule
144A Certificates


12   For Regulation
S Certificates


 




    A-9-3 


    	 



    

CLASS X-D CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and two
subordinate companion loans (the “Trust Subordinate Companion Loans”), all payments on or collections in respect
of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-off Date, all REO Properties and revenues received
in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loans and such amounts as shall from time
to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Pooled Non-VRR Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


GS MORTGAGE SECURITIES CORPORATION
II


THIS CERTIFIES THAT CEDE & CO. is
the registered owner of the interest evidenced by this Certificate in the Class X-D Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling and Servicing Agreement”),
among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Amazon Seattle
Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain
of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate is
one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Notional Amount of the Class X-D Certificates. The Certificates are designated as the BENCHMARK 2021-B25
MORTGAGE TRUST Commercial Mortgage Pass-Through Certificates, Series 2021-B25 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates and the Pooled RR Interest will evidence in the aggregate 100% of
the beneficial ownership of the Trust.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States
of America as at the time of payment is legal tender for the payment of public and private debts.




    A-9-4 


    	 



    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class X-D Pass-Through Rate specified above on the Notional Amount of this Certificate
immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution Date will be in an amount
equal to this Certificate’s pro rata share of the Pooled Non-VRR Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


Realized Losses and
certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loans shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinate Companion Loans allocated to any Class of Certificates will be allocated pro rata among
the outstanding Certificates of such Class.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection
Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified
in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and the
Trust Subordinate Companion Loans and administration of the Trust.


All distributions
under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set
forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator
with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(i) of the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate




    A-9-5 


    	 



    

for registration of transfer at the
office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms
of the Pooling and Servicing Agreement, the Class X-D Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class.


No fee or service
charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of
any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection
with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the
cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor
or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the
Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum
sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special
Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders, the Pooled
RR Interest Owner or the Companion Holders:


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Pooled RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which
may be defective or inconsistent with any other provisions therein or to correct any error;


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
or the Pooled RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder, the Pooled RR Interest Owner or
Companion Holder;




    A-9-6 


    	 



    

(v)         
 to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the Pooled RR Interest Owner (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder, the Pooled RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision
or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect
to a Serviced Whole Loan, a Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;


(vii)         
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan
Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of any Certificateholder or the Pooled RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion
of Counsel;


(viii)         
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee
and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition
may change in any manner the rights or obligations of the Amazon




    A-9-7 


    	 



    

Seattle Retaining Third Party
Purchaser under the Pooling and Servicing Agreement or the related risk retention agreement without the consent of the Amazon Seattle
Retaining Third Party Purchaser.


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller,
(B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent or (C) may
materially and adversely affect the Pooled RR Interest Owner without the Pooled RR Interest Owner’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Pooled RR Interest Owner (if affected
by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders,
in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the Pooled RR Interest Owner; provided, however,
that no such amendment shall:


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loans that are required to be distributed on a Certificate of any Class or the Pooled RR Interest without the consent
of the Holder of the Certificate or the Pooled RR Interest Owner or which are required to be distributed to a Companion Holder
without the consent of such Companion Holder; or


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the SOMA Teleco Office Loan-Specific Certificates
or Amazon Seattle Loan-Specific Certificates, in any such case without the consent of the Holders of all Certificates of such Class
then outstanding or such Companion Holders, as applicable; or


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


(v)         
amend the Servicing Standard without, in each case, without the consent of 100% of the Certificateholders and the Pooled
RR Interest Owner or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan,
receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related
Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the applicable Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other
specified person in accordance with such amendment will not 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. Furthermore, no amendment to the Pooling and Servicing
Agreement may be made that changes in any material adverse respect the rights of the SOMA Teleco Office Loan-Specific Certificates
or the Amazon Seattle Loan-Specific Certificates, as applicable, without the consent of such Class and no amendment to the Pooling
and




    A-9-8 


    	 



    

Servicing Agreement may be made that
changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender
Agreement without the consent of the holder of the related Pari Passu Companion Loan(s).


The Holders of the
majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class R Certificates
representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no
less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties
to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise
of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this calculation, if an ARD Loan is still
an asset of the Trust Fund and such right is being exercised after its respective Anticipated Repayment Date, then such Mortgage
Loan will be excluded from the then-aggregate Stated Principal Balance of the Mortgage Loans and from the aggregate Cut-off Date
Principal Balance of the Mortgage Loans).


Following the date
on which 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 are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to
zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates
(other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest), the Sole Owner shall have the right
to exchange all of its Certificates (other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest for
all of the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product
of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates,
the Class S Certificates and the Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loans.


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-9-9 


    	 



    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


		Dated:	April 29, 2021



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF
THE CLASS X-D CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY










    A-9-10 


    	 



    

ABBREVIATIONS


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	
        TEN COM
        TEN ENT

        JT TEN
	-

-

-


	
        as tenant in common

        as tenants by the entireties

        as joint tenants with rights of survivorship and not as tenants
        in common
	 	UNIF GIFT MIN ACT ____________  Custodian



                                                                             (Cust)

                           Under Uniform Gifts to Minors

                           Act __________________________

                                   (State)    



Additional abbreviations
may also be used though not in the above list.


FORM OF TRANSFER





	 	
FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto 

	 




(Please insert Social Security or other identifying
number of Assignee)



(Please print or typewrite name and address
of assignee)



the within Certificate and does hereby
or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust,
with full power of substitution in the premises.


 


	Dated:                      	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 


	 
	SIGNATURE GUARANTEED


The signature must be guaranteed by
a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.


 




    A-9-11 


    	 



    

DISTRIBUTION INSTRUCTIONS


The assignee should
include the following for purposes of distribution:


Distributions shall
be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




    A-9-12 


    	 



    

EXHIBIT A-10


FORM OF CLASS X-F CERTIFICATE


CLASS X-F


BENCHMARK 2021-B25 MORTGAGE TRUST


COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES


SERIES 2021-B25, CLASS X-F


[THIS CERTIFICATE IS A TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR
ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE AMAZON SEATTLE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE LOAN-SPECIFIC
INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NONE OF THE





______________________



1   Temporary
Regulation S Book-Entry Certificate legend.


2   Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


3    Book-Entry
Certificate legend.







    A-10-1 


    	 



    

CERTIFICATES, THE UNDERLYING MORTGAGE
LOANS OR THE TRUST SUBORDINATE COMPANION LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTION
THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO
AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D
UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATIONS SECTION 2510.3-101,
AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL
ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III
OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION,
HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE
BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT
IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


THIS CLASS X-F CERTIFICATE HAS NO
PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS F CERTIFICATES. ACCORDINGLY, THE NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


THE NOTIONAL AMOUNT ON WHICH THE
INTEREST PAYABLE TO THE HOLDERS OF THE CLASS X-F CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES
ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.




    A-10-2 


    	 



    

THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.




    A-10-3 


    	 



    

 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING
        AND SERVICING AGREEMENT4

        DENOMINATION: $[______]

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF APRIL 1, 2021

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

        CLOSING DATE: APRIL 29, 2021

        FIRST DISTRIBUTION DATE:

        MAY 17, 2021

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-F CERTIFICATES
        AS OF THE CLOSING DATE: $24,415,000
	
        MASTER SERVICER: MIDLAND LOAN
        SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

        AMAZON SEATTLE SPECIAL SERVICER:
        SITUS HOLDINGS, LLC

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

        CERTIFICATE ADMINISTRATOR: WELLS
        FARGO BANK, NATIONAL ASSOCIATION

        OPERATING
        ADVISOR: pentalpha surveillance LLC

        ASSET REPRESENTATIONS REVIEWER:
        pentalpha surveillance LLC

        CUSIP NO.: [08163D AP2]5

        [U0743D DAB6]6

        [08163D AQ0]7

        ISIN NO.: [US08163DAP24]8

        [USU0743DAB65]9

        [US08163DAQ07]10

        COMMON CODE NO.:
[233916927]11

[233917010]12

        CERTIFICATE NO.: [X-F-1][X-F-S-1]

	 	 



____________________


4   The initial
approximate Pass-Through Rate as of the Closing Date is 1.191457729%.


5   For Rule
144A Certificates


6   For Regulation
S Certificates


7   For IAI
Certificates


8   For Rule
144A Certificates


9   For Regulation
S Certificates


10   For IAI
Certificates


11   For Rule
144A Certificates


12   For Regulation
S Certificates



 




    A-10-4 


    	 



    

CLASS X-F CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and two
subordinate companion loans (the “Trust Subordinate Companion Loans”), all payments on or collections in respect
of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-off Date, all REO Properties and revenues received
in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loans and such amounts as shall from time
to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Pooled Non-VRR Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


GS MORTGAGE SECURITIES CORPORATION
II


THIS CERTIFIES THAT CEDE & CO. is
the registered owner of the interest evidenced by this Certificate in the Class X-F Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling and Servicing Agreement”),
among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Amazon Seattle
Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain
of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate is
one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Notional Amount of the Class X-F Certificates. The Certificates are designated as the BENCHMARK 2021-B25
MORTGAGE TRUST Commercial Mortgage Pass-Through Certificates, Series 2021-B25 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates and the Pooled RR Interest will evidence in the aggregate 100% of
the beneficial ownership of the Trust.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States
of America as at the time of payment is legal tender for the payment of public and private debts.




    A-10-5 


    	 



    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class X-F Pass-Through Rate specified above on the Notional Amount of this Certificate
immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution Date will be in an amount
equal to this Certificate’s pro rata share of the Pooled Non-VRR Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


Realized Losses and
certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loans shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinate Companion Loans allocated to any Class of Certificates will be allocated pro rata among
the outstanding Certificates of such Class.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection
Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified
in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and the
Trust Subordinate Companion Loans and administration of the Trust.


All distributions
under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set
forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator
with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(i) of the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate




    A-10-6 


    	 



    

for registration of transfer at the
office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms
of the Pooling and Servicing Agreement, the Class X-F Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class.


No fee or service
charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of
any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection
with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the
cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor
or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the
Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum
sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special
Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders, the Pooled
RR Interest Owner or the Companion Holders:


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Pooled RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which
may be defective or inconsistent with any other provisions therein or to correct any error;


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
or the Pooled RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder, the Pooled RR Interest Owner or
Companion Holder;




    A-10-7 


    	 



    

(v)         
 to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the Pooled RR Interest Owner (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder, the Pooled RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision
or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect
to a Serviced Whole Loan, a Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;


(vii)         
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan
Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of any Certificateholder or the Pooled RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion
of Counsel;


(viii)         
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee
and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition
may change in any manner the rights or obligations of the Amazon




    A-10-8 


    	 



    

Seattle Retaining Third Party
Purchaser under the Pooling and Servicing Agreement or the related risk retention agreement without the consent of the Amazon Seattle
Retaining Third Party Purchaser.


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller,
(B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent or (C) may
materially and adversely affect the Pooled RR Interest Owner without the Pooled RR Interest Owner’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Pooled RR Interest Owner (if affected
by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders,
in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the Pooled RR Interest Owner; provided, however,
that no such amendment shall:


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loans that are required to be distributed on a Certificate of any Class or the Pooled RR Interest without the consent
of the Holder of the Certificate or the Pooled RR Interest Owner or which are required to be distributed to a Companion Holder
without the consent of such Companion Holder; or


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the SOMA Teleco Office Loan-Specific Certificates
or Amazon Seattle Loan-Specific Certificates, in any such case without the consent of the Holders of all Certificates of such Class
then outstanding or such Companion Holders, as applicable; or


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


(v)         
amend the Servicing Standard without, in each case, without the consent of 100% of the Certificateholders and the Pooled
RR Interest Owner or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan,
receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related
Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the applicable Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other
specified person in accordance with such amendment will not 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. Furthermore, no amendment to the Pooling and Servicing
Agreement may be made that changes in any material adverse respect the rights of the SOMA Teleco Office Loan-Specific Certificates
or the Amazon Seattle Loan-




    A-10-9 


    	 



    

Specific Certificates, as applicable,
without the consent of such Class and no amendment to the Pooling and Servicing Agreement may be made that changes any provisions
specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender Agreement without
the consent of the holder of the related Pari Passu Companion Loan(s).


The Holders of the
majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class R Certificates
representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no
less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties
to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise
of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this calculation, if an ARD Loan is still
an asset of the Trust Fund and such right is being exercised after its respective Anticipated Repayment Date, then such Mortgage
Loan will be excluded from the then-aggregate Stated Principal Balance of the Mortgage Loans and from the aggregate Cut-off Date
Principal Balance of the Mortgage Loans).


Following the date
on which 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 are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced
to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates
(other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest), the Sole Owner shall have the right
to exchange all of its Certificates (other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest for
all of the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product
of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates,
the Class S Certificates and the Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loans.


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-10-10 


    	 



    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


		Dated:	April 29, 2021



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF
THE CLASS X-F CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY




 





    A-10-11 


    	 



    

ABBREVIATIONS


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	
        TEN COM
        TEN ENT

        JT TEN
	-

-

-


	
        as tenant in common

        as tenants by the entireties

        as joint tenants with rights of survivorship and not as tenants
        in common
	 	UNIF GIFT MIN ACT ____________  Custodian



                                                                             (Cust)

                           Under Uniform Gifts to Minors

                           Act __________________________

                                   (State)    



Additional abbreviations
may also be used though not in the above list.


FORM OF TRANSFER





	 	
FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto 

	 




(Please insert Social Security or other identifying
number of Assignee)



(Please print or typewrite name and address
of assignee)



the within Certificate and does hereby
or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust,
with full power of substitution in the premises.


 


	Dated:                      	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 


	 
	SIGNATURE GUARANTEED


The signature must be guaranteed by
a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.


 




    A-10-12 


    	 



    

DISTRIBUTION INSTRUCTIONS


The assignee should
include the following for purposes of distribution:


Distributions shall
be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




    A-10-13 


    	 



    

EXHIBIT A-11


FORM OF CLASS X-G CERTIFICATE


CLASS X-G


BENCHMARK 2021-B25 MORTGAGE TRUST


COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES


SERIES 2021-B25, CLASS X-G


[THIS CERTIFICATE IS A TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR
ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE AMAZON SEATTLE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE LOAN-SPECIFIC
INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NONE OF THE


______________________



1   Temporary
Regulation S Book-Entry Certificate legend.


2   Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


3    Book-Entry
Certificate legend.








    A-11-1 


    	 



    

CERTIFICATES, THE UNDERLYING MORTGAGE
LOANS OR THE TRUST SUBORDINATE COMPANION LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTION
THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO
AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D
UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATIONS SECTION 2510.3-101,
AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL
ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III
OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION,
HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE
BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT
IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


THIS CLASS X-G CERTIFICATE HAS NO
PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS G CERTIFICATES. ACCORDINGLY, THE NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


THE NOTIONAL AMOUNT ON WHICH THE
INTEREST PAYABLE TO THE HOLDERS OF THE CLASS X-G CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES
ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.




    A-11-2 


    	 



    

THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.




    A-11-3 


    	 



    

 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING
        AND SERVICING AGREEMENT4

        DENOMINATION: $[______]

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF APRIL 1, 2021

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

        CLOSING DATE: APRIL 29, 2021

        FIRST DISTRIBUTION DATE:

        MAY 17, 2021

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-G CERTIFICATES
        AS OF THE CLOSING DATE: $11,489,000
	
        MASTER SERVICER: MIDLAND LOAN
        SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

        AMAZON SEATTLE SPECIAL SERVICER:
        SITUS HOLDINGS, LLC

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

        CERTIFICATE ADMINISTRATOR: WELLS
        FARGO BANK, NATIONAL ASSOCIATION

        OPERATING
        ADVISOR: pentalpha surveillance LLC

        ASSET REPRESENTATIONS REVIEWER:
        pentalpha surveillance LLC

        CUSIP NO.: [08163D AR8]5

        [U0743D AC4]6

        [08163D AS6]7

        ISIN NO.: [US08163DAR89]8

        [USU0743DAC49]9

        [US08163DAS62]10

        COMMON CODE NO.: [233916919]11

        [233917044]12

        CERTIFICATE NO.: [X-G-1][X-G-S-1]

	 	 





____________________


4   The initial
approximate Pass-Through Rate as of the Closing Date is 1.191457729%.


5   For Rule
144A Certificates


6   For Regulation
S Certificates


7   For IAI
Certificates


8   For Rule
144A Certificates


9   For Regulation
S Certificates


10   For IAI
Certificates


11   For Rule
144A Certificates


12   For Regulation
S Certificates



 




    A-11-4 


    	 



    

CLASS X-G CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and two
subordinate companion loans (the “Trust Subordinate Companion Loans”), all payments on or collections in respect
of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-off Date, all REO Properties and revenues received
in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loans and such amounts as shall from time
to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Pooled Non-VRR Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


GS MORTGAGE SECURITIES CORPORATION
II


THIS CERTIFIES THAT CEDE & CO. is
the registered owner of the interest evidenced by this Certificate in the Class X-G Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling and Servicing Agreement”),
among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Amazon Seattle
Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain
of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate is
one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Notional Amount of the Class X-G Certificates. The Certificates are designated as the BENCHMARK 2021-B25
MORTGAGE TRUST Commercial Mortgage Pass-Through Certificates, Series 2021-B25 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates and the Pooled RR Interest will evidence in the aggregate 100% of
the beneficial ownership of the Trust.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States
of America as at the time of payment is legal tender for the payment of public and private debts.




    A-11-5 


    	 



    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class X-G Pass-Through Rate specified above on the Notional Amount of this Certificate
immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution Date will be in an amount
equal to this Certificate’s pro rata share of the Pooled Non-VRR Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


Realized Losses and
certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loans shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinate Companion Loans allocated to any Class of Certificates will be allocated pro rata among
the outstanding Certificates of such Class.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection
Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified
in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and the
Trust Subordinate Companion Loans and administration of the Trust.


All distributions
under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set
forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator
with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(i) of the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate




    A-11-6 


    	 



    

for registration of transfer at the
office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms
of the Pooling and Servicing Agreement, the Class X-G Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class.


No fee or service
charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of
any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection
with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the
cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor
or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the
Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum
sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special
Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders, the Pooled
RR Interest Owner or the Companion Holders:


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Pooled RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which
may be defective or inconsistent with any other provisions therein or to correct any error;


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
or the Pooled RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder, the Pooled RR Interest Owner or
Companion Holder;




    A-11-7 


    	 



    

(v)         
 to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the Pooled RR Interest Owner (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder, the Pooled RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision
or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect
to a Serviced Whole Loan, a Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;


(vii)         
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan
Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of any Certificateholder or the Pooled RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion
of Counsel;


(viii)         
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee
and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition
may change in any manner the rights or obligations of the Amazon




    A-11-8 


    	 



    

Seattle Retaining Third Party
Purchaser under the Pooling and Servicing Agreement or the related risk retention agreement without the consent of the Amazon Seattle
Retaining Third Party Purchaser.


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller,
(B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent or (C) may
materially and adversely affect the Pooled RR Interest Owner without the Pooled RR Interest Owner’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Pooled RR Interest Owner (if affected
by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders,
in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the Pooled RR Interest Owner; provided, however,
that no such amendment shall:


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loans that are required to be distributed on a Certificate of any Class or the Pooled RR Interest without the consent
of the Holder of the Certificate or the Pooled RR Interest Owner or which are required to be distributed to a Companion Holder
without the consent of such Companion Holder; or


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the SOMA Teleco Office Loan-Specific Certificates
or Amazon Seattle Loan-Specific Certificates, in any such case without the consent of the Holders of all Certificates of such Class
then outstanding or such Companion Holders, as applicable; or


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


(v)         
amend the Servicing Standard without, in each case, without the consent of 100% of the Certificateholders and the Pooled
RR Interest Owner or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan,
receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related
Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the applicable Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other
specified person in accordance with such amendment will not 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. Furthermore, no amendment to the Pooling and Servicing
Agreement may be made that changes in any material adverse respect the rights of the SOMA Teleco Office Loan-Specific Certificates
or the Amazon Seattle Loan-




    A-11-9 


    	 



    

Specific Certificates, as applicable,
without the consent of such Class and no amendment to the Pooling and Servicing Agreement may be made that changes any provisions
specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender Agreement without
the consent of the holder of the related Pari Passu Companion Loan(s).


The Holders of the
majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class R Certificates
representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no
less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties
to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise
of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this calculation, if an ARD Loan is still
an asset of the Trust Fund and such right is being exercised after its respective Anticipated Repayment Date, then such Mortgage
Loan will be excluded from the then-aggregate Stated Principal Balance of the Mortgage Loans and from the aggregate Cut-off Date
Principal Balance of the Mortgage Loans).


Following the date
on which 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 are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced
to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates
(other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest), the Sole Owner shall have the right
to exchange all of its Certificates (other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest for
all of the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product
of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates,
the Class S Certificates and the Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loans.


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-11-10 


    	 



    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


		Dated:	April 29, 2021



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF
THE CLASS X-G CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY







    A-11-11 


    	 



    

ABBREVIATIONS


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	
        TEN COM
        TEN ENT

        JT TEN
	-

-

-


	
        as tenant in common

        as tenants by the entireties

        as joint tenants with rights of survivorship and not as tenants
        in common
	 	UNIF GIFT MIN ACT ____________  Custodian



                                                                             (Cust)

                           Under Uniform Gifts to Minors

                           Act __________________________

                                   (State)    



Additional abbreviations
may also be used though not in the above list.


FORM OF TRANSFER





	 	
FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto 

	 




(Please insert Social Security or other identifying
number of Assignee)



(Please print or typewrite name and address
of assignee)



the within Certificate and does hereby
or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust,
with full power of substitution in the premises.


 


	Dated:                      	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 


	 
	SIGNATURE GUARANTEED


The signature must be guaranteed by
a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.


 




    A-11-12 


    	 



    

DISTRIBUTION INSTRUCTIONS


The assignee should
include the following for purposes of distribution:


Distributions shall
be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 


 




    A-11-13 


    	 



    

EXHIBIT A-12


FORM OF CLASS X-H CERTIFICATE


CLASS X-H


BENCHMARK 2021-B25 MORTGAGE TRUST


COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES


SERIES 2021-B25, CLASS X-H


[THIS CERTIFICATE IS A TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR
ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE AMAZON SEATTLE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE LOAN-SPECIFIC
INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NONE OF THE



______________________



1   Temporary
Regulation S Book-Entry Certificate legend.


2   Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


3    Book-Entry
Certificate legend.











    A-12-1 


    	 



    

CERTIFICATES, THE UNDERLYING MORTGAGE
LOANS OR THE TRUST SUBORDINATE COMPANION LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTION
THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO
AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D
UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATIONS SECTION 2510.3-101,
AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL
ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III
OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION,
HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE
BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT
IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


THIS CLASS X-H CERTIFICATE HAS NO
PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS H CERTIFICATES. ACCORDINGLY, THE NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


THE NOTIONAL AMOUNT ON WHICH THE
INTEREST PAYABLE TO THE HOLDERS OF THE CLASS X-H CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES
ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.




    A-12-2 


    	 



    

THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.




    A-12-3 


    	 



    

 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING
        AND SERVICING AGREEMENT4

        DENOMINATION: $[______]

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF APRIL 1, 2021

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

        CLOSING DATE: APRIL 29, 2021

        FIRST DISTRIBUTION DATE:

        MAY 17, 2021

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-H CERTIFICATES
        AS OF THE CLOSING DATE: $38,776,742
	
        MASTER SERVICER: MIDLAND LOAN
        SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

        AMAZON SEATTLE SPECIAL SERVICER:
        SITUS HOLDINGS, LLC

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

        CERTIFICATE ADMINISTRATOR: WELLS
        FARGO BANK, NATIONAL ASSOCIATION

        OPERATING
        ADVISOR: pentalpha surveillance LLC

        ASSET REPRESENTATIONS REVIEWER:
        pentalpha surveillance LLC

        CUSIP NO.: [08163D AT4]5

        [U0743D AD2]6

        [08163D AU1]7

        ISIN NO.: [US08163DAT46]8

        [USU0743DAD22]9

        [US08163DAU19]10

        COMMON CODE NO.: [233916935]11

        [233917001]12

        CERTIFICATE NO.: [X-H-1][X-H-S-1]

	 	 




____________________


4   The initial
approximate Pass-Through Rate as of the Closing Date is 1.566457729%.


5   For Rule
144A Certificates


6   For Regulation
S Certificates


7   For IAI
Certificates


8   For Rule
144A Certificates


9   For Regulation
S Certificates


10   For IAI
Certificates


11   For Rule
144A Certificates


12   For
Regulation S Certificates


 




    A-12-4 


    	 



    

CLASS X-H CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and two
subordinate companion loans (the “Trust Subordinate Companion Loans”), all payments on or collections in respect
of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-off Date, all REO Properties and revenues received
in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loans and such amounts as shall from time
to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Pooled Non-VRR Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


GS MORTGAGE SECURITIES CORPORATION
II


THIS CERTIFIES THAT CEDE & CO. is
the registered owner of the interest evidenced by this Certificate in the Class X-H Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling and Servicing Agreement”),
among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Amazon Seattle
Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain
of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate is
one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Notional Amount of the Class X-H Certificates. The Certificates are designated as the BENCHMARK 2021-B25
MORTGAGE TRUST Commercial Mortgage Pass-Through Certificates, Series 2021-B25 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates and the Pooled RR Interest will evidence in the aggregate 100% of
the beneficial ownership of the Trust.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States
of America as at the time of payment is legal tender for the payment of public and private debts.




    A-12-5 


    	 



    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class X-H Pass-Through Rate specified above on the Notional Amount of this Certificate
immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution Date will be in an amount
equal to this Certificate’s pro rata share of the Pooled Non-VRR Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


Realized Losses and
certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loans shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinate Companion Loans allocated to any Class of Certificates will be allocated pro rata among
the outstanding Certificates of such Class.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection
Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified
in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and the
Trust Subordinate Companion Loans and administration of the Trust.


All distributions
under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set
forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator
with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(i) of the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate




    A-12-6 


    	 



    

for registration of transfer at the
office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms
of the Pooling and Servicing Agreement, the Class X-H Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class.


No fee or service
charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of
any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection
with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the
cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor
or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the
Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum
sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special
Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders, the Pooled
RR Interest Owner or the Companion Holders:


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Pooled RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which
may be defective or inconsistent with any other provisions therein or to correct any error;


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
or the Pooled RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder, the Pooled RR Interest Owner or
Companion Holder;




    A-12-7 


    	 



    

(v)         
 to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the Pooled RR Interest Owner (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder, the Pooled RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision
or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect
to a Serviced Whole Loan, a Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;


(vii)         
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan
Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of any Certificateholder or the Pooled RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion
of Counsel;


(viii)         
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee
and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition
may change in any manner the rights or obligations of the Amazon




    A-12-8 


    	 



    

Seattle Retaining Third Party
Purchaser under the Pooling and Servicing Agreement or the related risk retention agreement without the consent of the Amazon Seattle
Retaining Third Party Purchaser.


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller,
(B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent or (C) may
materially and adversely affect the Pooled RR Interest Owner without the Pooled RR Interest Owner’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Pooled RR Interest Owner (if affected
by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders,
in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the Pooled RR Interest Owner; provided, however,
that no such amendment shall:


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loans that are required to be distributed on a Certificate of any Class or the Pooled RR Interest without the consent
of the Holder of the Certificate or the Pooled RR Interest Owner or which are required to be distributed to a Companion Holder
without the consent of such Companion Holder; or


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the SOMA Teleco Office Loan-Specific Certificates
or Amazon Seattle Loan-Specific Certificates, in any such case without the consent of the Holders of all Certificates of such Class
then outstanding or such Companion Holders, as applicable; or


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


(v)         
amend the Servicing Standard without, in each case, without the consent of 100% of the Certificateholders and the Pooled
RR Interest Owner or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan,
receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related
Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the applicable Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other
specified person in accordance with such amendment will not 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. Furthermore, no amendment to the Pooling and Servicing
Agreement may be made that changes in any material adverse respect the rights of the SOMA Teleco Office Loan-Specific Certificates
or the Amazon Seattle Loan-




    A-12-9 


    	 



    

Specific Certificates, as applicable,
without the consent of such Class and no amendment to the Pooling and Servicing Agreement may be made that changes any provisions
specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender Agreement without
the consent of the holder of the related Pari Passu Companion Loan(s).


The Holders of the
majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class R Certificates
representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no
less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties
to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise
of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this calculation, if an ARD Loan is still
an asset of the Trust Fund and such right is being exercised after its respective Anticipated Repayment Date, then such Mortgage
Loan will be excluded from the then-aggregate Stated Principal Balance of the Mortgage Loans and from the aggregate Cut-off Date
Principal Balance of the Mortgage Loans).


Following the date
on which 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 are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced
to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates
(other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest), the Sole Owner shall have the right
to exchange all of its Certificates (other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest for
all of the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product
of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates,
the Class S Certificates and the Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loans.


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-12-10 


    	 



    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


		Dated:	April 29, 2021



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF
THE CLASS X-H CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY







    A-12-11 


    	 



    

ABBREVIATIONS


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	
        TEN COM
        TEN ENT

        JT TEN
	-

-

-


	
        as tenant in common

        as tenants by the entireties

        as joint tenants with rights of survivorship and not as tenants
        in common
	 	UNIF GIFT MIN ACT ____________  Custodian



                                                                             (Cust)

                           Under Uniform Gifts to Minors

                           Act __________________________

                                   (State)    



Additional abbreviations
may also be used though not in the above list.


FORM OF TRANSFER





	 	
FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto 

	 




(Please insert Social Security or other identifying
number of Assignee)



(Please print or typewrite name and address
of assignee)



the within Certificate and does hereby
or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust,
with full power of substitution in the premises.


 


	Dated:                      	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 


	 
	SIGNATURE GUARANTEED


The signature must be guaranteed by
a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.


 




    A-12-12 


    	 



    

DISTRIBUTION INSTRUCTIONS


The assignee should
include the following for purposes of distribution:


Distributions shall
be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 


 




    A-12-13 


    	 



    

EXHIBIT A-13


FORM OF CLASS A-S CERTIFICATE


CLASS A-S


BENCHMARK 2021-B25 MORTGAGE TRUST


COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES


SERIES 2021-B25, CLASS A-S


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE AMAZON SEATTLE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE LOAN-SPECIFIC
INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NONE OF THE CERTIFICATES, THE UNDERLYING MORTGAGE
LOANS OR THE TRUST SUBORDINATE COMPANION LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF
THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.



_______________________


1   Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


2   Book-Entry
Certificate legend. 







    A-13-1 


    	 



    

THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE POOLED NON-VRR PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF
THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE
BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


THIS CERTIFICATE IS SUBORDINATED
TO 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
AND CLASS X-H CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 




    A-13-2 


    	 



    

 


	
        PASS-THROUGH RATE: 2.8470%

        DENOMINATION: $[______]

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF APRIL 1, 2021

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

        CLOSING DATE: APRIL 29, 2021

        FIRST DISTRIBUTION DATE:

        MAY 17, 2021

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-S CERTIFICATES

        AS OF THE CLOSING DATE: $116,329,000
	
        MASTER SERVICER: MIDLAND LOAN
        SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

        AMAZON SEATTLE SPECIAL SERVICER:
        SITUS HOLDINGS, LLC

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

        CERTIFICATE ADMINISTRATOR: WELLS
        FARGO BANK, NATIONAL ASSOCIATION

        OPERATING
        ADVISOR: pentalpha surveillance LLC

        ASSET REPRESENTATIONS REVIEWER:
        pentalpha surveillance LLC

        CUSIP NO.: 08163D AJ6

        ISIN NO.: US08163DAJ63

        COMMON CODE NO.: 233917303

        CERTIFICATE NO.: [A-S-1]

	 	 


 




    A-13-3 


    	 



    

CLASS A-S CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and two
subordinate companion loans (the “Trust Subordinate Companion Loans”), all payments on or collections in respect
of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-off Date, all REO Properties and revenues received
in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loans and such amounts as shall from time
to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Pooled Non-VRR Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


GS MORTGAGE SECURITIES CORPORATION
II


THIS CERTIFIES THAT CEDE & CO. is
the registered owner of the interest evidenced by this Certificate in the Class A-S Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling and Servicing Agreement”),
among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Amazon Seattle
Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain
of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate is
one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-S Certificates. The Certificates are designated as the BENCHMARK
2021-B25 MORTGAGE TRUST Commercial Mortgage Pass-Through Certificates, Series 2021-B25 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates and the Pooled RR Interest will evidence in the aggregate 100%
of the beneficial ownership of the Trust.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.




    A-13-4 


    	 



    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-S Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Pooled Non-VRR Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


Realized Losses and
certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loans shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinate Companion Loans allocated to any Class of Certificates will be allocated pro rata among
the outstanding Certificates of such Class.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection
Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified
in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and the
Trust Subordinate Companion Loans and administration of the Trust.


All distributions
under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set
forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator
with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(i) of the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate




    A-13-5 


    	 



    

for registration of transfer at the
office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-S Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service
charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of
any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection
with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the
cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor
or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the
Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum
sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special
Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders, the Pooled
RR Interest Owner or the Companion Holders:


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Pooled RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which
may be defective or inconsistent with any other provisions therein or to correct any error;


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
or the Pooled RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder, the Pooled RR Interest Owner or
Companion Holder;




    A-13-6 


    	 



    

(v)         
 to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the Pooled RR Interest Owner (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder, the Pooled RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision
or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect
to a Serviced Whole Loan, a Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;


(vii)         
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan
Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of any Certificateholder or the Pooled RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion
of Counsel;


(viii)         
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee
and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition
may change in any manner the rights or obligations of the Amazon




    A-13-7 


    	 



    

Seattle Retaining Third Party
Purchaser under the Pooling and Servicing Agreement or the related risk retention agreement without the consent of the Amazon Seattle
Retaining Third Party Purchaser.


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller,
(B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent or (C) may
materially and adversely affect the Pooled RR Interest Owner without the Pooled RR Interest Owner’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Pooled RR Interest Owner (if affected
by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders,
in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the Pooled RR Interest Owner; provided, however,
that no such amendment shall:


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loans that are required to be distributed on a Certificate of any Class or the Pooled RR Interest without the consent
of the Holder of the Certificate or the Pooled RR Interest Owner or which are required to be distributed to a Companion Holder
without the consent of such Companion Holder; or


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the SOMA Teleco Office Loan-Specific Certificates
or Amazon Seattle Loan-Specific Certificates, in any such case without the consent of the Holders of all Certificates of such Class
then outstanding or such Companion Holders, as applicable; or


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


(v)         
amend the Servicing Standard without, in each case, without the consent of 100% of the Certificateholders and the Pooled
RR Interest Owner or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan,
receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related
Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the applicable Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other
specified person in accordance with such amendment will not 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. Furthermore, no amendment to the Pooling and Servicing
Agreement may be made that changes in any material adverse respect the rights of the SOMA Teleco Office Loan-Specific Certificates
or the Amazon Seattle Loan-Specific Certificates, as applicable, without the consent of such Class and no amendment to the Pooling
and




    A-13-8 


    	 



    

Servicing Agreement may be made that
changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender
Agreement without the consent of the holder of the related Pari Passu Companion Loan(s).


The Holders of the
majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class R Certificates
representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no
less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties
to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise
of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this calculation, if an ARD Loan is still
an asset of the Trust Fund and such right is being exercised after its respective Anticipated Repayment Date, then such Mortgage
Loan will be excluded from the then-aggregate Stated Principal Balance of the Mortgage Loans and from the aggregate Cut-off Date
Principal Balance of the Mortgage Loans).


Following the date
on which 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 are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to
zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates
(other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest), the Sole Owner shall have the right
to exchange all of its Certificates (other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest for
all of the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product
of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates,
the Class S Certificates and the Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loans.


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-13-9 


    	 



    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


		Dated:	April 29, 2021



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF
THE CLASS A-S CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY











    A-13-10 


    	 



    

ABBREVIATIONS


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	
        TEN COM
        TEN ENT

        JT TEN
	-

-

-


	
        as tenant in common

        as tenants by the entireties

        as joint tenants with rights of survivorship and not as tenants
        in common
	 	UNIF GIFT MIN ACT ____________  Custodian



                                                                             (Cust)

                           Under Uniform Gifts to Minors

                           Act __________________________

                                   (State)    



Additional abbreviations
may also be used though not in the above list.


FORM OF TRANSFER





	 	
FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto 

	 




(Please insert Social Security or other identifying
number of Assignee)



(Please print or typewrite name and address
of assignee)



the within Certificate and does hereby
or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust,
with full power of substitution in the premises.


 


	Dated:                      	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 


	 
	SIGNATURE GUARANTEED


The signature must be guaranteed by
a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.


 




    A-13-11 


    	 



    

DISTRIBUTION INSTRUCTIONS


The assignee should
include the following for purposes of distribution:


Distributions shall
be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.




    A-13-12 


    	 



    

EXHIBIT A-14


FORM OF CLASS B CERTIFICATE


CLASS B


BENCHMARK 2021-B25 MORTGAGE TRUST


COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES


SERIES 2021-B25, CLASS B


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE AMAZON SEATTLE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE LOAN-SPECIFIC
INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NONE OF THE CERTIFICATES, THE UNDERLYING MORTGAGE
LOANS OR THE TRUST SUBORDINATE COMPANION LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF
THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


_______________________


1   Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


2   Book-Entry
Certificate legend. 







    A-14-1 


    	 



    

THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE POOLED NON-VRR PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF
THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE
BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


THIS CERTIFICATE IS SUBORDINATED
TO 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 and
Class A-S cERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 




    A-14-2 


    	 



    

 


	
        PASS-THROUGH RATE: 2.6350%

        DENOMINATION: $[______]

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF APRIL 1, 2021

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

        CLOSING DATE: APRIL 29, 2021

        FIRST DISTRIBUTION DATE:

        MAY 17, 2021

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS B CERTIFICATES

        AS OF THE CLOSING DATE: $48,829,000
	
        MASTER SERVICER: MIDLAND LOAN
        SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

        AMAZON SEATTLE SPECIAL SERVICER:
        SITUS HOLDINGS, LLC

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

        CERTIFICATE ADMINISTRATOR: WELLS
        FARGO BANK, NATIONAL ASSOCIATION

        OPERATING
        ADVISOR: pentalpha surveillance LLC

        ASSET REPRESENTATIONS REVIEWER:
        pentalpha surveillance LLC

        CUSIP NO.: 08163D AK3

        ISIN NO.: US08163DAK37

        COMMON CODE NO.: 233917311

        CERTIFICATE NO.: [B-1]

	 	 


 




    A-14-3 


    	 



    

CLASS B CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and two
subordinate companion loans (the “Trust Subordinate Companion Loans”), all payments on or collections in respect
of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-off Date, all REO Properties and revenues received
in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loans and such amounts as shall from time
to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Pooled Non-VRR Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


GS MORTGAGE SECURITIES CORPORATION
II


THIS CERTIFIES THAT CEDE & CO. is
the registered owner of the interest evidenced by this Certificate in the Class B Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling and Servicing Agreement”),
among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Amazon Seattle
Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain
of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate is
one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class B Certificates. The Certificates are designated as the BENCHMARK
2021-B25 MORTGAGE TRUST Commercial Mortgage Pass-Through Certificates, Series 2021-B25 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates and the Pooled RR Interest will evidence in the aggregate 100%
of the beneficial ownership of the Trust.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.




    A-14-4 


    	 



    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class B Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Pooled Non-VRR Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


Realized Losses and
certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loans shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinate Companion Loans allocated to any Class of Certificates will be allocated pro rata among
the outstanding Certificates of such Class.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection
Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified
in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and the
Trust Subordinate Companion Loans and administration of the Trust.


All distributions
under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set
forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator
with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(i) of the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate




    A-14-5 


    	 



    

for registration of transfer at the
office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms
of the Pooling and Servicing Agreement, the Class B Certificates will be issued in book-entry form through the facilities of DTC
in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service
charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of
any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection
with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the
cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor
or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the
Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum
sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special
Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders, the Pooled
RR Interest Owner or the Companion Holders:


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Pooled RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which
may be defective or inconsistent with any other provisions therein or to correct any error;


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
or the Pooled RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder, the Pooled RR Interest Owner or
Companion Holder;




    A-14-6 


    	 



    

(v)         
 to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the Pooled RR Interest Owner (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder, the Pooled RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision
or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect
to a Serviced Whole Loan, a Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;


(vii)         
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan
Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of any Certificateholder or the Pooled RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion
of Counsel;


(viii)         
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee
and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition
may change in any manner the rights or obligations of the Amazon




    A-14-7 


    	 



    

Seattle Retaining Third Party
Purchaser under the Pooling and Servicing Agreement or the related risk retention agreement without the consent of the Amazon Seattle
Retaining Third Party Purchaser.


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller,
(B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent or (C) may
materially and adversely affect the Pooled RR Interest Owner without the Pooled RR Interest Owner’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Pooled RR Interest Owner (if affected
by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders,
in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the Pooled RR Interest Owner; provided, however,
that no such amendment shall:


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loans that are required to be distributed on a Certificate of any Class or the Pooled RR Interest without the consent
of the Holder of the Certificate or the Pooled RR Interest Owner or which are required to be distributed to a Companion Holder
without the consent of such Companion Holder; or


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the SOMA Teleco Office Loan-Specific Certificates
or Amazon Seattle Loan-Specific Certificates, in any such case without the consent of the Holders of all Certificates of such Class
then outstanding or such Companion Holders, as applicable; or


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


(v)         
amend the Servicing Standard without, in each case, without the consent of 100% of the Certificateholders and the Pooled
RR Interest Owner or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan,
receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related
Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the applicable Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other
specified person in accordance with such amendment will not 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. Furthermore, no amendment to the Pooling and Servicing
Agreement may be made that changes in any material adverse respect the rights of the SOMA Teleco Office Loan-Specific Certificates
or the Amazon Seattle Loan-Specific Certificates, as applicable, without the consent of such Class and no amendment to the Pooling
and




    A-14-8 


    	 



    

Servicing Agreement may be made that
changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender
Agreement without the consent of the holder of the related Pari Passu Companion Loan(s).


The Holders of the
majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class R Certificates
representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no
less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties
to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise
of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this calculation, if an ARD Loan is still
an asset of the Trust Fund and such right is being exercised after its respective Anticipated Repayment Date, then such Mortgage
Loan will be excluded from the then-aggregate Stated Principal Balance of the Mortgage Loans and from the aggregate Cut-off Date
Principal Balance of the Mortgage Loans).


Following the date
on which 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 are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to
zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates
(other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest), the Sole Owner shall have the right
to exchange all of its Certificates (other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest for
all of the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product
of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates,
the Class S Certificates and the Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loans.


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-14-9 


    	 



    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


		Dated:	April 29, 2021



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF
THE CLASS B CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY







    A-14-10 


    	 



    

ABBREVIATIONS


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	
        TEN COM
        TEN ENT

        JT TEN
	-

-

-


	
        as tenant in common

        as tenants by the entireties

        as joint tenants with rights of survivorship and not as tenants
        in common
	 	UNIF GIFT MIN ACT ____________  Custodian



                                                                             (Cust)

                           Under Uniform Gifts to Minors

                           Act __________________________

                                   (State)    



Additional abbreviations
may also be used though not in the above list.


FORM OF TRANSFER





	 	
FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto 

	 




(Please insert Social Security or other identifying
number of Assignee)



(Please print or typewrite name and address
of assignee)



the within Certificate and does hereby
or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust,
with full power of substitution in the premises.


 


	Dated:                      	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 


	 
	SIGNATURE GUARANTEED


The signature must be guaranteed by
a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.


 




    A-14-11 


    	 



    

DISTRIBUTION INSTRUCTIONS


The assignee should
include the following for purposes of distribution:


Distributions shall
be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.




    A-14-12 


    	 



    

EXHIBIT A-15


FORM OF CLASS C CERTIFICATE


CLASS C


BENCHMARK 2021-B25 MORTGAGE TRUST


COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES


SERIES 2021-B25, CLASS C


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE AMAZON SEATTLE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE LOAN-SPECIFIC
INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NONE OF THE CERTIFICATES, THE UNDERLYING MORTGAGE
LOANS OR THE TRUST SUBORDINATE COMPANION LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF
THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.



_______________________


1   Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


2   Book-Entry
Certificate legend. 







    A-15-1 


    	 



    

THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE POOLED NON-VRR PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF
THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE
BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


THIS CERTIFICATE IS SUBORDINATED
TO 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 and Class B cERTIFICATES
AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 




    A-15-2 


    	 



    

 


	
        PASS-THROUGH RATE: THE LESSER OF 3.2010% AND THE POOLED WEIGHTED
        AVERAGE NET MORTGAGE RATE

        DENOMINATION: $[______]

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF APRIL 1, 2021

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

        CLOSING DATE: APRIL 29, 2021

        FIRST DISTRIBUTION DATE:

        MAY 17, 2021

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS C CERTIFICATES

        AS OF THE CLOSING DATE: $44,521,000
	
        MASTER SERVICER: MIDLAND LOAN
        SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

        AMAZON SEATTLE SPECIAL SERVICER:
        SITUS HOLDINGS, LLC

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

        CERTIFICATE ADMINISTRATOR: WELLS
        FARGO BANK, NATIONAL ASSOCIATION

        OPERATING
        ADVISOR: pentalpha surveillance LLC

        ASSET REPRESENTATIONS REVIEWER:
        pentalpha surveillance LLC

        CUSIP NO.: 08163D AL1

        ISIN NO.: US08163DAL10

        COMMON CODE NO.: 233917320

        CERTIFICATE NO.: [C-1]

	 	 


 




    A-15-3 


    	 



    

CLASS C CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and two
subordinate companion loans (the “Trust Subordinate Companion Loans”), all payments on or collections in respect
of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-off Date, all REO Properties and revenues received
in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loans and such amounts as shall from time
to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Pooled Non-VRR Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


GS MORTGAGE SECURITIES CORPORATION
II


THIS CERTIFIES THAT CEDE & CO. is
the registered owner of the interest evidenced by this Certificate in the Class C Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling and Servicing Agreement”), among
GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Amazon Seattle
Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain
of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate is
one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class C Certificates. The Certificates are designated as the BENCHMARK 2021-B25
MORTGAGE TRUST Commercial Mortgage Pass-Through Certificates, Series 2021-B25 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates and the Pooled RR Interest will evidence in the aggregate 100% of
the beneficial ownership of the Trust.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.




    A-15-4 


    	 



    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class C Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Pooled Non-VRR Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


Realized Losses and
certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loans shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinate Companion Loans allocated to any Class of Certificates will be allocated pro rata among
the outstanding Certificates of such Class.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection
Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified
in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and the
Trust Subordinate Companion Loans and administration of the Trust.


All distributions
under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set
forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator
with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(i) of the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate




    A-15-5 


    	 



    

for registration of transfer at the
office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms
of the Pooling and Servicing Agreement, the Class C Certificates will be issued in book-entry form through the facilities of DTC
in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service
charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of
any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection
with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the
cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor
or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the
Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum
sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special
Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders, the Pooled
RR Interest Owner or the Companion Holders:


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Pooled RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which
may be defective or inconsistent with any other provisions therein or to correct any error;


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
or the Pooled RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder, the Pooled RR Interest Owner or
Companion Holder;




    A-15-6 


    	 



    

(v)         
 to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the Pooled RR Interest Owner (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder, the Pooled RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision
or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect
to a Serviced Whole Loan, a Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;


(vii)         
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan
Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of any Certificateholder or the Pooled RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion
of Counsel;


(viii)         
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee
and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition
may change in any manner the rights or obligations of the Amazon




    A-15-7 


    	 



    

Seattle Retaining Third Party
Purchaser under the Pooling and Servicing Agreement or the related risk retention agreement without the consent of the Amazon Seattle
Retaining Third Party Purchaser.


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller,
(B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent or (C) may
materially and adversely affect the Pooled RR Interest Owner without the Pooled RR Interest Owner’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Pooled RR Interest Owner (if affected
by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders,
in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the Pooled RR Interest Owner; provided, however,
that no such amendment shall:


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loans that are required to be distributed on a Certificate of any Class or the Pooled RR Interest without the consent
of the Holder of the Certificate or the Pooled RR Interest Owner or which are required to be distributed to a Companion Holder
without the consent of such Companion Holder; or


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the SOMA Teleco Office Loan-Specific Certificates
or Amazon Seattle Loan-Specific Certificates, in any such case without the consent of the Holders of all Certificates of such Class
then outstanding or such Companion Holders, as applicable; or


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


(v)         
amend the Servicing Standard without, in each case, without the consent of 100% of the Certificateholders and the Pooled
RR Interest Owner or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan,
receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related
Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the applicable Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other
specified person in accordance with such amendment will not 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. Furthermore, no amendment to the Pooling and Servicing
Agreement may be made that changes in any material adverse respect the rights of the SOMA Teleco Office Loan-Specific Certificates
or the Amazon Seattle Loan-Specific Certificates, as applicable, without the consent of such Class and no amendment to the Pooling
and




    A-15-8 


    	 



    

Servicing Agreement may be made that
changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender
Agreement without the consent of the holder of the related Pari Passu Companion Loan(s).


The Holders of the
majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class R Certificates
representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no
less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties
to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise
of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this calculation, if an ARD Loan is still
an asset of the Trust Fund and such right is being exercised after its respective Anticipated Repayment Date, then such Mortgage
Loan will be excluded from the then-aggregate Stated Principal Balance of the Mortgage Loans and from the aggregate Cut-off Date
Principal Balance of the Mortgage Loans).


Following the date
on which 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 are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to
zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates
(other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest), the Sole Owner shall have the right
to exchange all of its Certificates (other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest for
all of the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product
of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates,
the Class S Certificates and the Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loans.


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-15-9 


    	 



    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


		Dated:	April 29, 2021



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF
THE CLASS C CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY







    A-15-10 


    	 



    

ABBREVIATIONS


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	
        TEN COM
        TEN ENT

        JT TEN
	-

-

-


	
        as tenant in common

        as tenants by the entireties

        as joint tenants with rights of survivorship and not as tenants
        in common
	 	UNIF GIFT MIN ACT ____________  Custodian



                                                                             (Cust)

                           Under Uniform Gifts to Minors

                           Act __________________________

                                   (State)    



Additional abbreviations
may also be used though not in the above list.


FORM OF TRANSFER





	 	
FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto 

	 




(Please insert Social Security or other identifying
number of Assignee)



(Please print or typewrite name and address
of assignee)



the within Certificate and does hereby
or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust,
with full power of substitution in the premises.


 


	Dated:                      	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 


	 
	SIGNATURE GUARANTEED


The signature must be guaranteed by
a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.


 




    A-15-11 


    	 



    

DISTRIBUTION INSTRUCTIONS


The assignee should
include the following for purposes of distribution:


Distributions shall
be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.




    A-15-12 


    	 



    

EXHIBIT A-16


FORM OF CLASS D CERTIFICATE


CLASS D


BENCHMARK 2021-B25 MORTGAGE TRUST


COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES


SERIES 2021-B25, CLASS D


[THIS CERTIFICATE IS A TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR
ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE AMAZON SEATTLE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE LOAN-SPECIFIC
INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NONE OF THE



______________________



1   Temporary
Regulation S Book-Entry Certificate legend.


2   Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


3    Book-Entry
Certificate legend.


 




    A-16-1 


    	 



    

CERTIFICATES, THE UNDERLYING MORTGAGE
LOANS OR THE TRUST SUBORDINATE COMPANION LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF
THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTION
THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO
AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D
UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE POOLED NON-VRR PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF
THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE
BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


THIS CERTIFICATE IS SUBORDINATED
TO 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 AND CLASS C CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.


 




    A-16-2 


    	 



    

 


	
        PASS-THROUGH RATE: 2.0000%

        DENOMINATION: $[______]

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF APRIL 1, 2021

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

        CLOSING DATE: APRIL 29, 2021

        FIRST DISTRIBUTION DATE:

        MAY 17, 2021

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS D CERTIFICATES

        AS OF THE CLOSING DATE: $33,032,000
	
        MASTER SERVICER: MIDLAND LOAN
        SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

        AMAZON SEATTLE SPECIAL SERVICER:
        SITUS HOLDINGS, LLC

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

        CERTIFICATE ADMINISTRATOR: WELLS
        FARGO BANK, NATIONAL ASSOCIATION

        OPERATING
        ADVISOR: pentalpha surveillance LLC

        ASSET REPRESENTATIONS REVIEWER:
        pentalpha surveillance LLC

        CUSIP NO.: [08163D AV9]4

        [U0743D AE0]5

        [08163D AW7]6

        ISIN NO.: [US08163DAV91]7

        [USU0743DAE05]8

        [US08163DAW74]9

        COMMON CODE NO.: [233916951]10

        [233917028]11

        CERTIFICATE NO.: [D-1] [D-S-1]

	 	 


 ______________________


4
For Rule 144A Certificates


5
For Regulation S Certificates


6
For IAI Certificates


7
For Rule 144A Certificates


8
For Regulation S Certificates


9
For IAI Certificates


10
For Rule 144A Certificates


11
For Regulation S Certificates


 




    A-16-3 


    	 



    

CLASS D CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and two
subordinate companion loans (the “Trust Subordinate Companion Loans”), all payments on or collections in respect
of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-off Date, all REO Properties and revenues received
in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loans and such amounts as shall from time
to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Pooled Non-VRR Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


GS MORTGAGE SECURITIES CORPORATION
II


THIS CERTIFIES THAT CEDE & CO. is
the registered owner of the interest evidenced by this Certificate in the Class D Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling and Servicing Agreement”), among
GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Amazon Seattle
Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain
of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate is
one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class D Certificates. The Certificates are designated as the BENCHMARK 2021-B25
MORTGAGE TRUST Commercial Mortgage Pass-Through Certificates, Series 2021-B25 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates and the Pooled RR Interest will evidence in the aggregate 100% of
the beneficial ownership of the Trust.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.




    A-16-4 


    	 



    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class D Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Pooled Non-VRR Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


Realized Losses and
certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loans shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinate Companion Loans allocated to any Class of Certificates will be allocated pro rata among
the outstanding Certificates of such Class.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection
Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified
in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and the
Trust Subordinate Companion Loans and administration of the Trust.


All distributions
under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set
forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator
with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(i) of the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate




    A-16-5 


    	 



    

for registration of transfer at the
office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms
of the Pooling and Servicing Agreement, the Class D Certificates will be issued in book-entry form through the facilities of DTC
in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service
charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of
any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection
with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the
cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor
or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the
Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum
sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special
Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders, the Pooled
RR Interest Owner or the Companion Holders:


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Pooled RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which
may be defective or inconsistent with any other provisions therein or to correct any error;


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
or the Pooled RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder, the Pooled RR Interest Owner or
Companion Holder;




    A-16-6 


    	 



    

(v)         
 to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the Pooled RR Interest Owner (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder, the Pooled RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision
or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect
to a Serviced Whole Loan, a Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;


(vii)         
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan
Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of any Certificateholder or the Pooled RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion
of Counsel;


(viii)         
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee
and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition
may change in any manner the rights or obligations of the Amazon




    A-16-7 


    	 



    

Seattle Retaining Third Party
Purchaser under the Pooling and Servicing Agreement or the related risk retention agreement without the consent of the Amazon Seattle
Retaining Third Party Purchaser.


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller,
(B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent or (C) may
materially and adversely affect the Pooled RR Interest Owner without the Pooled RR Interest Owner’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Pooled RR Interest Owner (if affected
by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders,
in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the Pooled RR Interest Owner; provided, however,
that no such amendment shall:


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loans that are required to be distributed on a Certificate of any Class or the Pooled RR Interest without the consent
of the Holder of the Certificate or the Pooled RR Interest Owner or which are required to be distributed to a Companion Holder
without the consent of such Companion Holder; or


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the SOMA Teleco Office Loan-Specific Certificates
or Amazon Seattle Loan-Specific Certificates, in any such case without the consent of the Holders of all Certificates of such Class
then outstanding or such Companion Holders, as applicable; or


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


(v)         
amend the Servicing Standard without, in each case, without the consent of 100% of the Certificateholders and the Pooled
RR Interest Owner or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan,
receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related
Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the applicable Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other
specified person in accordance with such amendment will not 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. Furthermore, no amendment to the Pooling and Servicing
Agreement may be made that changes in any material adverse respect the rights of the SOMA Teleco Office Loan-Specific Certificates
or the Amazon Seattle Loan-Specific Certificates, as applicable, without the consent of such Class and no amendment to the Pooling
and




    A-16-8 


    	 



    

Servicing Agreement may be made that
changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender
Agreement without the consent of the holder of the related Pari Passu Companion Loan(s).


The Holders of the
majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class R Certificates
representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no
less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties
to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise
of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this calculation, if an ARD Loan is still
an asset of the Trust Fund and such right is being exercised after its respective Anticipated Repayment Date, then such Mortgage
Loan will be excluded from the then-aggregate Stated Principal Balance of the Mortgage Loans and from the aggregate Cut-off Date
Principal Balance of the Mortgage Loans).


Following the date
on which 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 are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to
zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates
(other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest), the Sole Owner shall have the right
to exchange all of its Certificates (other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest for
all of the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product
of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates,
the Class S Certificates and the Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loans.


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-16-9 


    	 



    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


		Dated:	April 29, 2021



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF
THE CLASS D CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY







    A-16-10 


    	 



    

ABBREVIATIONS


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	
        TEN COM
        TEN ENT

        JT TEN
	-

-

-


	
        as tenant in common

        as tenants by the entireties

        as joint tenants with rights of survivorship and not as tenants
        in common
	 	UNIF GIFT MIN ACT ____________  Custodian



                                                                             (Cust)

                           Under Uniform Gifts to Minors

                           Act __________________________

                                   (State)    



Additional abbreviations
may also be used though not in the above list.


FORM OF TRANSFER





	 	
FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto 

	 




(Please insert Social Security or other identifying
number of Assignee)



(Please print or typewrite name and address
of assignee)



the within Certificate and does hereby
or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust,
with full power of substitution in the premises.


 


	Dated:                      	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 


	 
	SIGNATURE GUARANTEED


The signature must be guaranteed by
a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.


 




    A-16-11 


    	 



    

DISTRIBUTION INSTRUCTIONS


The assignee should
include the following for purposes of distribution:


Distributions shall
be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.




    A-16-12 


    	 



    

EXHIBIT A-17


FORM OF CLASS E CERTIFICATE


CLASS E


BENCHMARK 2021-B25 MORTGAGE TRUST


COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES


SERIES 2021-B25, CLASS E


[THIS CERTIFICATE IS A TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR
ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE AMAZON SEATTLE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE LOAN-SPECIFIC
INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NONE OF THE



______________________



1   Temporary
Regulation S Book-Entry Certificate legend.


2   Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


3    Book-Entry
Certificate legend.


 




    A-17-1 


    	 



    

CERTIFICATES, THE UNDERLYING MORTGAGE
LOANS OR THE TRUST SUBORDINATE COMPANION LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF
THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTION
THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO
AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D
UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE POOLED NON-VRR PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF
THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE
BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


THIS CERTIFICATE IS SUBORDINATED
TO 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 AND CLASS D CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.




    A-17-2 


    	 



    

 


	
        PASS-THROUGH RATE: 2.0000%

        DENOMINATION: $[______]

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF APRIL 1, 2021

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

        CLOSING DATE: APRIL 29, 2021

        FIRST DISTRIBUTION DATE:

        MAY 17, 2021

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS E CERTIFICATES

        AS OF THE CLOSING DATE: $27,287,000
	
        MASTER SERVICER: MIDLAND LOAN
        SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

        AMAZON SEATTLE SPECIAL SERVICER:
        SITUS HOLDINGS, LLC

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

        CERTIFICATE ADMINISTRATOR: WELLS
        FARGO BANK, NATIONAL ASSOCIATION

        OPERATING
        ADVISOR: pentalpha surveillance LLC

        ASSET REPRESENTATIONS REVIEWER:
        pentalpha surveillance LLC

        CUSIP NO.: [08163D AX5]4

        [U0743D AF7]5

        [08163D AY3]6

        ISIN NO.: [US08163DAX57]7

        [USU0743DAF79]8

        [US08163DAY31]9

        COMMON CODE NO.: [233916943]10

        [233917087]11

        CERTIFICATE NO.: [E-1] [E-S-1]

	 	 


 


 ______________________


4
For Rule 144A Certificates


5
For Regulation S Certificates


6
For IAI Certificates


7
For Rule 144A Certificates


8
For Regulation S Certificates


9
For IAI Certificates


10
For Rule 144A Certificates


11
For Regulation S Certificates



 







    A-17-3 


    	 



    

CLASS E CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and two
subordinate companion loans (the “Trust Subordinate Companion Loans”), all payments on or collections in respect
of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-off Date, all REO Properties and revenues received
in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loans and such amounts as shall from time
to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Pooled Non-VRR Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


GS MORTGAGE SECURITIES CORPORATION
II


THIS CERTIFIES THAT CEDE & CO. is
the registered owner of the interest evidenced by this Certificate in the Class E Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling and Servicing Agreement”), among
GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Amazon Seattle
Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain
of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate is
one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class E Certificates. The Certificates are designated as the BENCHMARK 2021-B25
MORTGAGE TRUST Commercial Mortgage Pass-Through Certificates, Series 2021-B25 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates and the Pooled RR Interest will evidence in the aggregate 100% of
the beneficial ownership of the Trust.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.




    A-17-4 


    	 



    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class E Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Pooled Non-VRR Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


Realized Losses and
certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loans shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinate Companion Loans allocated to any Class of Certificates will be allocated pro rata among
the outstanding Certificates of such Class.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection
Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified
in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and the
Trust Subordinate Companion Loans and administration of the Trust.


All distributions
under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set
forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator
with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(i) of the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate




    A-17-5 


    	 



    

for registration of transfer at the
office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms
of the Pooling and Servicing Agreement, the Class E Certificates will be issued in book-entry form through the facilities of DTC
in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service
charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of
any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection
with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the
cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor
or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the
Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum
sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special
Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders, the Pooled
RR Interest Owner or the Companion Holders:


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Pooled RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which
may be defective or inconsistent with any other provisions therein or to correct any error;


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
or the Pooled RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder, the Pooled RR Interest Owner or
Companion Holder;




    A-17-6 


    	 



    

(v)         
 to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the Pooled RR Interest Owner (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder, the Pooled RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision
or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect
to a Serviced Whole Loan, a Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;


(vii)         
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan
Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of any Certificateholder or the Pooled RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion
of Counsel;


(viii)         
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee
and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition
may change in any manner the rights or obligations of the Amazon




    A-17-7 


    	 



    

Seattle Retaining Third Party
Purchaser under the Pooling and Servicing Agreement or the related risk retention agreement without the consent of the Amazon Seattle
Retaining Third Party Purchaser.


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller,
(B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent or (C) may
materially and adversely affect the Pooled RR Interest Owner without the Pooled RR Interest Owner’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Pooled RR Interest Owner (if affected
by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders,
in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the Pooled RR Interest Owner; provided, however,
that no such amendment shall:


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loans that are required to be distributed on a Certificate of any Class or the Pooled RR Interest without the consent
of the Holder of the Certificate or the Pooled RR Interest Owner or which are required to be distributed to a Companion Holder
without the consent of such Companion Holder; or


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the SOMA Teleco Office Loan-Specific Certificates
or Amazon Seattle Loan-Specific Certificates, in any such case without the consent of the Holders of all Certificates of such Class
then outstanding or such Companion Holders, as applicable; or


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


(v)         
amend the Servicing Standard without, in each case, without the consent of 100% of the Certificateholders and the Pooled
RR Interest Owner or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan,
receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related
Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the applicable Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other
specified person in accordance with such amendment will not 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. Furthermore, no amendment to the Pooling and Servicing
Agreement may be made that changes in any material adverse respect the rights of the SOMA Teleco Office Loan-Specific Certificates
or the Amazon Seattle Loan-Specific Certificates, as applicable, without the consent of such Class and no amendment to the Pooling
and




    A-17-8 


    	 



    

Servicing Agreement may be made that
changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender
Agreement without the consent of the holder of the related Pari Passu Companion Loan(s).


The Holders of the
majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class R Certificates
representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no
less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties
to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise
of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this calculation, if an ARD Loan is still
an asset of the Trust Fund and such right is being exercised after its respective Anticipated Repayment Date, then such Mortgage
Loan will be excluded from the then-aggregate Stated Principal Balance of the Mortgage Loans and from the aggregate Cut-off Date
Principal Balance of the Mortgage Loans).


Following the date
on which 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 are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to
zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates
(other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest), the Sole Owner shall have the right
to exchange all of its Certificates (other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest for
all of the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product
of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates,
the Class S Certificates and the Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loans.


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-17-9 


    	 



    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


		Dated:	April 29, 2021



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF
THE CLASS E CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY







    A-17-10 


    	 



    

ABBREVIATIONS


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	
        TEN COM
        TEN ENT

        JT TEN
	-

-

-


	
        as tenant in common

        as tenants by the entireties

        as joint tenants with rights of survivorship and not as tenants
        in common
	 	UNIF GIFT MIN ACT ____________  Custodian



                                                                             (Cust)

                           Under Uniform Gifts to Minors

                           Act __________________________

                                   (State)    



Additional abbreviations
may also be used though not in the above list.


FORM OF TRANSFER





	 	
FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto 

	 




(Please insert Social Security or other identifying
number of Assignee)



(Please print or typewrite name and address
of assignee)



the within Certificate and does hereby
or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust,
with full power of substitution in the premises.


 


	Dated:                      	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 


	 
	SIGNATURE GUARANTEED


The signature must be guaranteed by
a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.


 




    A-17-11 


    	 



    

DISTRIBUTION INSTRUCTIONS


The assignee should
include the following for purposes of distribution:


Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of __________________________________ account number _______________
or, if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________________, as its agent.


 


 




    A-17-12 


    	 



    

EXHIBIT A-18


FORM OF CLASS F CERTIFICATE


CLASS F


BENCHMARK 2021-B25 MORTGAGE TRUST


COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES


SERIES 2021-B25, CLASS F


[THIS CERTIFICATE IS A TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR
ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE AMAZON SEATTLE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE LOAN-SPECIFIC
INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NONE OF THE



______________________



1   Temporary
Regulation S Book-Entry Certificate legend.


2   Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


3    Book-Entry
Certificate legend.







    A-18-1 


    	 



    

CERTIFICATES, THE UNDERLYING MORTGAGE
LOANS OR THE TRUST SUBORDINATE COMPANION LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF
THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTION
THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO
AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D
UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATIONS SECTION 2510.3-101,
AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL
ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III
OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION,
HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE
BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT
IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE 




    A-18-2 


    	 



    

AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE POOLED NON-VRR PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY,
THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


THIS CERTIFICATE IS SUBORDINATED
TO 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 AND CLASS E CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.




    A-18-3 


    	 



    

 


	
        PASS-THROUGH RATE: 2.3750%

        DENOMINATION: $[______]

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF APRIL 1, 2021

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

        CLOSING DATE: APRIL 29, 2021

        FIRST DISTRIBUTION DATE:

        MAY 17, 2021

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS F CERTIFICATES

        AS OF THE CLOSING DATE: $24,415,000
	
        MASTER SERVICER: MIDLAND LOAN
        SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

        AMAZON SEATTLE SPECIAL SERVICER:
        SITUS HOLDINGS, LLC

        TRUSTEE: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

        CERTIFICATE ADMINISTRATOR: WELLS
        FARGO BANK, NATIONAL ASSOCIATION

        OPERATING
        ADVISOR: pentalpha surveillance LLC

        ASSET REPRESENTATIONS REVIEWER:
        pentalpha surveillance LLC

        CUSIP NO.: [08163D AZ0]4

        [U0743D AG5]5

        [08163D BA4]6

        ISIN NO.: [US08163DAZ06]7

        [USU0743DAG52]8

        [US08163DBA46]0

        COMMON CODE NO.: [233916960]10

        [233917036]11

        CERTIFICATE NO.: [F-1] [F-S-1]

	 	 


 


 ______________________


4
For Rule 144A Certificates


5
For Regulation S Certificates


6
For IAI Certificates


7
For Rule 144A Certificates


8
For Regulation S Certificates


9
For IAI Certificates


10
For Rule 144A Certificates


11
For Regulation S Certificates








    A-18-4 


    	 



    

CLASS F CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and two
subordinate companion loans (the “Trust Subordinate Companion Loans”), all payments on or collections in respect
of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-off Date, all REO Properties and revenues received
in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loans and such amounts as shall from time
to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Pooled Non-VRR Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


GS MORTGAGE SECURITIES CORPORATION
II


THIS CERTIFIES THAT CEDE & CO. is
the registered owner of the interest evidenced by this Certificate in the Class F Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling and Servicing Agreement”),
among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Amazon Seattle
Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain
of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate is
one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class F Certificates. The Certificates are designated as the BENCHMARK 2021-B25
MORTGAGE TRUST Commercial Mortgage Pass-Through Certificates, Series 2021-B25 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates and the Pooled RR Interest will evidence in the aggregate 100% of
the beneficial ownership of the Trust.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.




    A-18-5 


    	 



    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class F Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Pooled Non-VRR Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


Realized Losses and
certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loans shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinate Companion Loans allocated to any Class of Certificates will be allocated pro rata among
the outstanding Certificates of such Class.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection
Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified
in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and the
Trust Subordinate Companion Loans and administration of the Trust.


All distributions
under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set
forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator
with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(i) of the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate




    A-18-6 


    	 



    

for registration of transfer at the
office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms
of the Pooling and Servicing Agreement, the Class F Certificates will be issued in book-entry form through the facilities of DTC
in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service
charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of
any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection
with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the
cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor
or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the
Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum
sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special
Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders, the Pooled
RR Interest Owner or the Companion Holders:


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Pooled RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which
may be defective or inconsistent with any other provisions therein or to correct any error;


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
or the Pooled RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder, the Pooled RR Interest Owner or
Companion Holder;




    A-18-7 


    	 



    

(v)         
 to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the Pooled RR Interest Owner (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder, the Pooled RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision
or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect
to a Serviced Whole Loan, a Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;


(vii)         
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan
Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of any Certificateholder or the Pooled RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion
of Counsel;


(viii)         
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee
and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition
may change in any manner the rights or obligations of the Amazon




    A-18-8 


    	 



    

Seattle Retaining Third Party
Purchaser under the Pooling and Servicing Agreement or the related risk retention agreement without the consent of the Amazon Seattle
Retaining Third Party Purchaser.


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller,
(B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent or (C) may
materially and adversely affect the Pooled RR Interest Owner without the Pooled RR Interest Owner’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Pooled RR Interest Owner (if affected
by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders,
in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the Pooled RR Interest Owner; provided, however,
that no such amendment shall:


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loans that are required to be distributed on a Certificate of any Class or the Pooled RR Interest without the consent
of the Holder of the Certificate or the Pooled RR Interest Owner or which are required to be distributed to a Companion Holder
without the consent of such Companion Holder; or


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the SOMA Teleco Office Loan-Specific Certificates
or Amazon Seattle Loan-Specific Certificates, in any such case without the consent of the Holders of all Certificates of such Class
then outstanding or such Companion Holders, as applicable; or


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


(v)         
amend the Servicing Standard without, in each case, without the consent of 100% of the Certificateholders and the Pooled
RR Interest Owner or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan,
receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related
Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the applicable Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other
specified person in accordance with such amendment will not 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. Furthermore, no amendment to the Pooling and Servicing
Agreement may be made that changes in any material adverse respect the rights of the SOMA Teleco Office Loan-Specific Certificates
or the Amazon Seattle Loan-Specific Certificates, as applicable, without the consent of such Class and no amendment to the Pooling
and




    A-18-9 


    	 



    

Servicing Agreement may be made that
changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender
Agreement without the consent of the holder of the related Pari Passu Companion Loan(s).


The Holders of the
majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class R Certificates
representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no
less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties
to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise
of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this calculation, if an ARD Loan is still
an asset of the Trust Fund and such right is being exercised after its respective Anticipated Repayment Date, then such Mortgage
Loan will be excluded from the then-aggregate Stated Principal Balance of the Mortgage Loans and from the aggregate Cut-off Date
Principal Balance of the Mortgage Loans).


Following the date
on which 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 are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to
zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates
(other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest), the Sole Owner shall have the right
to exchange all of its Certificates (other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest for
all of the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product
of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates,
the Class S Certificates and the Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loans.


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-18-10 


    	 



    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


		Dated:	April 29, 2021



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF
THE CLASS F CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY











    A-18-11 


    	 



    

ABBREVIATIONS


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	
        TEN COM
        TEN ENT

        JT TEN
	-

-

-


	
        as tenant in common

        as tenants by the entireties

        as joint tenants with rights of survivorship and not as tenants
        in common
	 	UNIF GIFT MIN ACT ____________  Custodian



                                                                             (Cust)

                           Under Uniform Gifts to Minors

                           Act __________________________

                                   (State)    



Additional abbreviations
may also be used though not in the above list.


FORM OF TRANSFER





	 	
FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto 

	 




(Please insert Social Security or other identifying
number of Assignee)



(Please print or typewrite name and address
of assignee)



the within Certificate and does hereby
or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust,
with full power of substitution in the premises.


 


	Dated:                      	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 


	 
	SIGNATURE GUARANTEED


The signature must be guaranteed by
a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.


 




    A-18-12 


    	 



    

DISTRIBUTION INSTRUCTIONS


The assignee should
include the following for purposes of distribution:


Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of __________________________________ account number _______________
or, if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________________, as its agent.




    A-18-13 


    	 



    

EXHIBIT A-19


FORM OF CLASS G CERTIFICATE


CLASS G


BENCHMARK 2021-B25 MORTGAGE TRUST


COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES


SERIES 2021-B25, CLASS G


[THIS CERTIFICATE IS A TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR
ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE AMAZON SEATTLE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE LOAN-SPECIFIC
INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NONE OF THE



______________________



1   Temporary
Regulation S Book-Entry Certificate legend.


2   Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


3    Book-Entry
Certificate legend.







    A-19-1 


    	 



    

CERTIFICATES, THE UNDERLYING MORTGAGE
LOANS OR THE TRUST SUBORDINATE COMPANION LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF
THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTION
THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO
AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D
UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATIONS SECTION 2510.3-101,
AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL
ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III
OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION,
HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE
BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT
IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE 




    A-19-2 


    	 



    

AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE POOLED NON-VRR PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY,
THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


THIS CERTIFICATE IS SUBORDINATED
TO 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 AND CLASS F CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.


 




    A-19-3 


    	 



    

 


	
        PASS-THROUGH RATE: 2.3750%

        DENOMINATION: $[______]

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF APRIL 1, 2021

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

        CLOSING DATE: APRIL 29, 2021

        FIRST DISTRIBUTION DATE:

        MAY 17, 2021

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS G CERTIFICATES

        AS OF THE CLOSING DATE: $11,489,000
	
        MASTER SERVICER: MIDLAND LOAN
        SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

        AMAZON SEATTLE SPECIAL SERVICER:
        SITUS HOLDINGS, LLC

        TRUSTEE: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

        CERTIFICATE ADMINISTRATOR: WELLS
        FARGO BANK, NATIONAL ASSOCIATION

        OPERATING
        ADVISOR: pentalpha surveillance LLC

        ASSET REPRESENTATIONS REVIEWER:
        pentalpha surveillance LLC

        CUSIP NO.: [08163D BB2]4

        [U0743D AH3]5

        [08163D BC0]6

        ISIN NO.: [US08163DBB29]7

        [USU0743DAH36]8

        [US08163DBC02]9

        COMMON CODE NO.: [233916986]10

        [233917052]11

        CERTIFICATE NO.: [G-1] [G-S-1]

	 	 


 


 ______________________


4
For Rule 144A Certificates


5
For Regulation S Certificates


6
For IAI Certificates


7
For Rule 144A Certificates


8
For Regulation S Certificates


9
For IAI Certificates


10
For Rule 144A Certificates


11
For Regulation S Certificate



 







    A-19-4 


    	 



    

CLASS G CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and two
subordinate companion loans (the “Trust Subordinate Companion Loans”), all payments on or collections in respect
of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-off Date, all REO Properties and revenues received
in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loans and such amounts as shall from time
to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Pooled Non-VRR Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


GS MORTGAGE SECURITIES CORPORATION
II


THIS CERTIFIES THAT CEDE & CO. is
the registered owner of the interest evidenced by this Certificate in the Class G Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling and Servicing Agreement”),
among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Amazon Seattle
Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain
of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate is
one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class G Certificates. The Certificates are designated as the BENCHMARK 2021-B25
MORTGAGE TRUST Commercial Mortgage Pass-Through Certificates, Series 2021-B25 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates and the Pooled RR Interest will evidence in the aggregate 100% of
the beneficial ownership of the Trust.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.




    A-19-5 


    	 



    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class G Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Pooled Non-VRR Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


Realized Losses and
certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loans shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinate Companion Loans allocated to any Class of Certificates will be allocated pro rata among
the outstanding Certificates of such Class.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection
Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified
in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and the
Trust Subordinate Companion Loans and administration of the Trust.


All distributions
under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set
forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator
with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or
be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(i) of the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate




    A-19-6 


    	 



    

for registration of transfer at the
office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms
of the Pooling and Servicing Agreement, the Class G Certificates will be issued in book-entry form through the facilities of DTC
in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service
charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of
any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection
with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the
cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor
or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the
Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum
sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special
Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders, the Pooled
RR Interest Owner or the Companion Holders:


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Pooled RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which
may be defective or inconsistent with any other provisions therein or to correct any error;


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
or the Pooled RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder, the Pooled RR Interest Owner or
Companion Holder;




    A-19-7 


    	 



    

(v)         
 to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the Pooled RR Interest Owner (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder, the Pooled RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision
or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect
to a Serviced Whole Loan, a Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;


(vii)         
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan
Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of any Certificateholder or the Pooled RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion
of Counsel;


(viii)         
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee
and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition
may change in any manner the rights or obligations of the Amazon




    A-19-8 


    	 



    

Seattle Retaining Third Party
Purchaser under the Pooling and Servicing Agreement or the related risk retention agreement without the consent of the Amazon Seattle
Retaining Third Party Purchaser.


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller,
(B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent or (C) may
materially and adversely affect the Pooled RR Interest Owner without the Pooled RR Interest Owner’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Pooled RR Interest Owner (if affected
by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders,
in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the Pooled RR Interest Owner; provided, however,
that no such amendment shall:


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loans that are required to be distributed on a Certificate of any Class or the Pooled RR Interest without the consent
of the Holder of the Certificate or the Pooled RR Interest Owner or which are required to be distributed to a Companion Holder
without the consent of such Companion Holder; or


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the SOMA Teleco Office Loan-Specific Certificates
or Amazon Seattle Loan-Specific Certificates, in any such case without the consent of the Holders of all Certificates of such Class
then outstanding or such Companion Holders, as applicable; or


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


(v)         
amend the Servicing Standard without, in each case, without the consent of 100% of the Certificateholders and the Pooled
RR Interest Owner or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan,
receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related
Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the applicable Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other
specified person in accordance with such amendment will not 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. Furthermore, no amendment to the Pooling and Servicing
Agreement may be made that changes in any material adverse respect the rights of the SOMA Teleco Office Loan-Specific Certificates
or the Amazon Seattle Loan-




    A-19-9 


    	 



    

Specific Certificates, as applicable,
without the consent of such Class and no amendment to the Pooling and Servicing Agreement may be made that changes any provisions
specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender Agreement without the
consent of the holder of the related Pari Passu Companion Loan(s).


The Holders of the
majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class R Certificates
representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no
less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties
to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise
of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this calculation, if an ARD Loan is still
an asset of the Trust Fund and such right is being exercised after its respective Anticipated Repayment Date, then such Mortgage
Loan will be excluded from the then-aggregate Stated Principal Balance of the Mortgage Loans and from the aggregate Cut-off Date
Principal Balance of the Mortgage Loans).


Following the date
on which 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 are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced
to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates
(other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest), the Sole Owner shall have the right
to exchange all of its Certificates (other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest for
all of the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product
of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates,
the Class S Certificates and the Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loans.


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-19-10 


    	 



    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


		Dated:	April 29, 2021



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF
THE CLASS G CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY







    A-19-11 


    	 



    

ABBREVIATIONS


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	
        TEN COM
        TEN ENT

        JT TEN
	-

-

-


	
        as tenant in common

        as tenants by the entireties

        as joint tenants with rights of survivorship and not as tenants
        in common
	 	UNIF GIFT MIN ACT ____________  Custodian



                                                                             (Cust)

                           Under Uniform Gifts to Minors

                           Act __________________________

                                   (State)    



Additional abbreviations
may also be used though not in the above list.


FORM OF TRANSFER





	 	
FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto 

	 




(Please insert Social Security or other identifying
number of Assignee)



(Please print or typewrite name and address
of assignee)



the within Certificate and does hereby
or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust,
with full power of substitution in the premises.


 


	Dated:                      	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 


	 
	SIGNATURE GUARANTEED


The signature must be guaranteed by
a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.


 




    A-19-12 


    	 



    

DISTRIBUTION INSTRUCTIONS


The assignee should
include the following for purposes of distribution:


Distributions shall
be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.




    A-19-13 


    	 



    

EXHIBIT A-20


FORM OF CLASS H CERTIFICATE


CLASS H


BENCHMARK 2021-B25 MORTGAGE TRUST


COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES


SERIES 2021-B25, CLASS H


[THIS CERTIFICATE IS A TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR
ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE AMAZON SEATTLE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE LOAN-SPECIFIC
INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NONE OF THE



______________________



1   Temporary
Regulation S Book-Entry Certificate legend.


2   Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


3    Book-Entry
Certificate legend 







    A-20-1 


    	 



    

CERTIFICATES, THE UNDERLYING MORTGAGE
LOANS OR THE TRUST SUBORDINATE COMPANION LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF
THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTION
THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO
AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D
UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATIONS SECTION 2510.3-101,
AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL
ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III
OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION,
HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE
BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT
IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE 




    A-20-2 


    	 



    

AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE POOLED NON-VRR PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY,
THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


THIS CERTIFICATE IS SUBORDINATED
TO 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 AND CLASS G CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.




    A-20-3 


    	 



    

 


	
        PASS-THROUGH RATE: 2.3750%

        DENOMINATION: $[______]

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF APRIL 1, 2021

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

        CLOSING DATE: APRIL 29, 2021

        FIRST DISTRIBUTION DATE:

        MAY 17, 2021

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS H CERTIFICATES

        AS OF THE CLOSING DATE: $38,776,742
	
        MASTER SERVICER: MIDLAND LOAN
        SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

        AMAZON SEATTLE SPECIAL SERVICER:
        SITUS HOLDINGS, LLC

        TRUSTEE: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

        CERTIFICATE ADMINISTRATOR: WELLS
        FARGO BANK, NATIONAL ASSOCIATION

        OPERATING
        ADVISOR: pentalpha surveillance LLC

        ASSET REPRESENTATIONS REVIEWER:
        pentalpha surveillance LLC

        CUSIP NO.: [08163D BD8]4

        [U0743D AJ9]5

        [08163D BE6]6

        ISIN NO.: [US08163DBD84]7

        [USU0743DAJ91]8

        [US08163DBE67]9

        COMMON CODE NO.: [233916978]10

        [233917117]11

        CERTIFICATE NO.: [H-1] [H-S-1]

	 	 


 


 ______________________


4
For Rule 144A Certificates


5
For Regulation S Certificates


6
For IAI Certificates


7
For Rule 144A Certificates


8
For Regulation S Certificates


9
For IAI Certificates


10
For Rule 144A Certificates


11
For Regulation S Certificates



 







    A-20-4 


    	 



    

CLASS H CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and two
subordinate companion loans (the “Trust Subordinate Companion Loans”), all payments on or collections in respect
of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-off Date, all REO Properties and revenues received
in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loans and such amounts as shall from time
to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Pooled Non-VRR Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


GS MORTGAGE SECURITIES CORPORATION
II


THIS CERTIFIES THAT CEDE & CO. is
the registered owner of the interest evidenced by this Certificate in the Class H Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling and Servicing Agreement”),
among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Amazon Seattle
Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain
of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate is
one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class H Certificates. The Certificates are designated as the BENCHMARK 2021-B25
MORTGAGE TRUST Commercial Mortgage Pass-Through Certificates, Series 2021-B25 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates and the Pooled RR Interest will evidence in the aggregate 100% of
the beneficial ownership of the Trust.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.




    A-20-5 


    	 



    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class H Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Pooled Non-VRR Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


Realized Losses and
certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loans shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinate Companion Loans allocated to any Class of Certificates will be allocated pro rata among
the outstanding Certificates of such Class.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection
Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified
in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and the
Trust Subordinate Companion Loans and administration of the Trust.


All distributions
under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set
forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator
with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(i) of the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate




    A-20-6 


    	 



    

for registration of transfer at the
office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms
of the Pooling and Servicing Agreement, the Class H Certificates will be issued in book-entry form through the facilities of DTC
in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service
charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of
any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection
with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the
cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor
or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the
Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum
sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special
Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders, the Pooled
RR Interest Owner or the Companion Holders:


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Pooled RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which
may be defective or inconsistent with any other provisions therein or to correct any error;


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
or the Pooled RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder, the Pooled RR Interest Owner or
Companion Holder;




    A-20-7 


    	 



    

(v)         
 to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the Pooled RR Interest Owner (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder, the Pooled RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision
or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect
to a Serviced Whole Loan, a Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;


(vii)         
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan
Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of any Certificateholder or the Pooled RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion
of Counsel;


(viii)         
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee
and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition
may change in any manner the rights or obligations of the Amazon




    A-20-8 


    	 



    

Seattle Retaining Third Party
Purchaser under the Pooling and Servicing Agreement or the related risk retention agreement without the consent of the Amazon Seattle
Retaining Third Party Purchaser.


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller,
(B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent or (C) may
materially and adversely affect the Pooled RR Interest Owner without the Pooled RR Interest Owner’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Pooled RR Interest Owner (if affected
by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders,
in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the Pooled RR Interest Owner; provided, however,
that no such amendment shall:


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loans that are required to be distributed on a Certificate of any Class or the Pooled RR Interest without the consent
of the Holder of the Certificate or the Pooled RR Interest Owner or which are required to be distributed to a Companion Holder
without the consent of such Companion Holder; or


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the SOMA Teleco Office Loan-Specific Certificates
or Amazon Seattle Loan-Specific Certificates, in any such case without the consent of the Holders of all Certificates of such Class
then outstanding or such Companion Holders, as applicable; or


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


(v)         
amend the Servicing Standard without, in each case, without the consent of 100% of the Certificateholders and the Pooled
RR Interest Owner or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan,
receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related
Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the applicable Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other
specified person in accordance with such amendment will not 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. Furthermore, no amendment to the Pooling and Servicing
Agreement may be made that changes in any material adverse respect the rights of the SOMA Teleco Office Loan-Specific Certificates
or the Amazon Seattle Loan-Specific Certificates, as applicable, without the consent of such Class and no amendment to the Pooling
and




    A-20-9 


    	 



    

Servicing Agreement may be made that
changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender
Agreement without the consent of the holder of the related Pari Passu Companion Loan(s).


The Holders of the
majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class R Certificates
representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no
less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties
to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise
of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this calculation, if an ARD Loan is still
an asset of the Trust Fund and such right is being exercised after its respective Anticipated Repayment Date, then such Mortgage
Loan will be excluded from the then-aggregate Stated Principal Balance of the Mortgage Loans and from the aggregate Cut-off Date
Principal Balance of the Mortgage Loans).


Following the date
on which 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 are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to
zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates
(other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest), the Sole Owner shall have the right
to exchange all of its Certificates (other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest for
all of the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product
of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates,
the Class S Certificates and the Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loans.


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-20-10 


    	 



    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


		Dated:	April 29, 2021



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF
THE CLASS H CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY







    A-20-11 


    	 



    

ABBREVIATIONS


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	
        TEN COM
        TEN ENT

        JT TEN
	-

-

-


	
        as tenant in common

        as tenants by the entireties

        as joint tenants with rights of survivorship and not as tenants
        in common
	 	UNIF GIFT MIN ACT ____________  Custodian



                                                                             (Cust)

                           Under Uniform Gifts to Minors

                           Act __________________________

                                   (State)    



Additional abbreviations
may also be used though not in the above list.


FORM OF TRANSFER





	 	
FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto 

	 




(Please insert Social Security or other identifying
number of Assignee)



(Please print or typewrite name and address
of assignee)



the within Certificate and does hereby
or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust,
with full power of substitution in the premises.


 


	Dated:                      	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 


	 
	SIGNATURE GUARANTEED


The signature must be guaranteed by
a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.


 




    A-20-12 


    	 



    

DISTRIBUTION INSTRUCTIONS


The assignee should
include the following for purposes of distribution:


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




    A-20-13 


    	 



    

EXHIBIT A-21


FORM OF CLASS R CERTIFICATE


CLASS R


BENCHMARK 2021-B25 MORTGAGE TRUST


COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES


SERIES 2021-B25, CLASS R


THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR THE LAWS OF
ANY OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR
NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.


THE HOLDER OF THIS CERTIFICATE BY
ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE
STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT OR (B) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON
WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144A.


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT.


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE AMAZON SEATTLE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE LOAN-SPECIFIC
INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NONE OF THE CERTIFICATES, THE UNDERLYING MORTGAGE
LOANS OR THE TRUST SUBORDINATE COMPANION LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING




    A-21-1 


    	 



    

FOR THE ACCOUNT OF A QIB, AND WHOM
THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT
WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”,
AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT
WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1),
(2), (3) or (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF
SUCH PLAN (INCLUDING WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATIONS SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42)
OF ERISA) TO ACQUIRE THIS CERTIFICATE.


THIS CERTIFICATE REPRESENTS A “RESIDUAL
INTEREST” IN FIVE “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF,
IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, INSTITUTIONS
THAT ARE NOT U.S. TAX PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTIONS 5.02 AND 5.03 OF THE PSA, AND SHALL BE REQUIRED TO
FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT
A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN AGENT (INCLUDING A BROKER, NOMINEE
OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS
DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX
LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED
WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE
TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY
OTHER U.S. TAX PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT.
ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION
OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE
REPRESENTS MULTIPLE “NONECONOMIC RESIDUAL INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E 1(c), AND THEREFORE,
TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR
UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO
THE FINANCIAL CONDITION OF THE PROPOSED




    A-21-2 


    	 



    

TRANSFEREE AND EITHER TO TRANSFER
AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.




    A-21-3 


    	 



    

 


	
        PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF APRIL 1, 2021

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

        CLOSING DATE: APRIL 29, 2021

        FIRST DISTRIBUTION DATE:

        MAY 17, 2021

         

        CLASS R PERCENTAGE INTEREST: [100%]
	
        MASTER SERVICER: MIDLAND LOAN
        SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

        AMAZON SEATTLE SPECIAL SERVICER:
        SITUS HOLDINGS, LLC

        TRUSTEE: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

        OPERATING
        ADVISOR: pentalpha surveillance LLC

        ASSET REPRESENTATIONS REVIEWER:
        pentalpha surveillance LLC

        CUSIP NO.: [08163D BH9]1

        [U0743D AL4]2

        [08163D BJ5]3

        ISIN NO.: [US08163DBH98]4

        [USU0743DAL48]5

        [US08163DBJ54]6

        CERTIFICATE NO.: R-1

	 	 	 
	 	 	 	 


 ________________________


1   For Rule
144A Certificates


2   For IAI
Certificates


3   For IAI
Certificates


4   For Rule
144A Certificates


5   For IAI
Certificates


6   For IAI
Certificates


 




    A-21-4 


    	 



    

CLASS R CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and two
subordinate companion loans (the “Trust Subordinate Companion Loans”), all payments on or collections in respect
of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-off Date, all REO Properties and revenues received
in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loans and such amounts as shall from time
to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Pooled Non-VRR Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


GS MORTGAGE SECURITIES CORPORATION
II


THIS CERTIFIES THAT [__________]
is the registered owner of the interest evidenced by this Certificate in the Class R Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling and Servicing Agreement”),
among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Amazon Seattle
Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain
of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate is
one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class R Certificates. The Certificates are designated as the BENCHMARK 2021-B25
MORTGAGE TRUST Commercial Mortgage Pass-Through Certificates, Series 2021-B25 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates and the Pooled RR Interest will evidence in the aggregate 100% of
the beneficial ownership of the Trust.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


This Class R Certificate
represents a “residual interest” in five “real estate mortgage investment conduits”, as those terms are
defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate,
by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income. The Certificate Administrator shall be the “partnership representative” within the meaning
of Section 6223 of the Code for each Trust REMIC.


Pursuant to the terms
of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator
in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
and to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the Distribution Date to
the Person in whose name this Certificate is registered as of the related Record Date. All sums distributable on this Certificate
are payable in the coin or




    A-21-5 


    	 



    

currency of the United States of America
as at the time of payment is legal tender for the payment of public and private debts.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection
Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified
in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


All distributions
under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set
forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator
with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(i) of the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


Each Person who has
or acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest in a Class R Certificate to have agreed to be bound by the following provisions and the rights of each Person acquiring
any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring
any Ownership Interest in a Class R Certificate shall be a Disqualified Organization, a Disqualified Non-U.S. Tax Person or any
agent of either (including a broker, nominee or other middleman) (an “Agent”), or a Plan or a Person acting
on behalf of or using




    A-21-6 


    	 



    

the assets of a Plan (such Plan or Person,
an “ERISA Prohibited Holder”) and shall promptly notify the Certificate Registrar of any change or impending
change to such status; (B) in connection with any proposed Transfer of any Ownership Interest in a Class R Certificate, the
Certificate Registrar shall require delivery to it, and no Transfer of any Class R Certificate shall be registered until the Certificate
Registrar receives, an affidavit substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-1 (a “Transferee
Affidavit”) from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing
and warranting, among other things, that such Transferee is not a Disqualified Organization, a Disqualified Non-U.S. Tax Person
or any Agent of either, or an ERISA Prohibited Holder and that it agrees to be bound by and to abide by the provisions of Section
5.03(n) of the Pooling and Servicing Agreement; (C) notwithstanding the delivery of a Transferee Affidavit by a proposed Transferee
under clause (B) above, if the Certificate Registrar has actual knowledge or reason to believe that the proposed Transferee is
a Disqualified Organization, a Disqualified Non-U.S. Tax Person or any Agent of either, or an ERISA Prohibited Holder, no Transfer
of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected; and (D) each Person holding or
acquiring any Ownership Interest in a Class R Certificate shall agree (1) not to transfer its Ownership Interest in such Class
R Certificate to any Person that does not provide a Transferee Affidavit and (2) not to transfer its Ownership Interest in such
Class R Certificate unless it provides to the Certificate Registrar a letter substantially in the form attached to the Pooling
and Servicing Agreement as Exhibit D-2 (a “Transferor Letter”) certifying that, among other things, it has no
actual knowledge or reason to know that the proposed Transferee’s statements in such Transferee Affidavit are false.


The Class R Certificates
will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral multiples of 1% in excess
thereof.


No fee or service
charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of
any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection
with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the
cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor
or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the
Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum
sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special
Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders, the Pooled
RR Interest Owner or the Companion Holders:


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Pooled RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which
may be defective or inconsistent with any other provisions therein or to correct any error;


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
or the Pooled RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;




    A-21-7 


    	 



    

(iv)         
 to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder, the Pooled RR Interest Owner or
Companion Holder;


(v)         
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the Pooled RR Interest Owner (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder, the Pooled RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision
or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect
to a Serviced Whole Loan, a Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;


(vii)         
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan
Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of any Certificateholder or the Pooled RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion
of Counsel;


(viii)         
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee
and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;




    A-21-8 


    	 



    

(x)         
 to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition
may change in any manner the rights or obligations of the Amazon Seattle Retaining Third Party Purchaser under the Pooling and
Servicing Agreement or the related risk retention agreement without the consent of the Amazon Seattle Retaining Third Party Purchaser.


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller,
(B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent or (C) may
materially and adversely affect the Pooled RR Interest Owner without the Pooled RR Interest Owner’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Pooled RR Interest Owner (if affected
by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders,
in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the Pooled RR Interest Owner; provided, however,
that no such amendment shall:


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loans that are required to be distributed on a Certificate of any Class or the Pooled RR Interest without the consent
of the Holder of the Certificate or the Pooled RR Interest Owner or which are required to be distributed to a Companion Holder
without the consent of such Companion Holder; or


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the SOMA Teleco Office Loan-Specific Certificates
or Amazon Seattle Loan-Specific Certificates, in any such case without the consent of the Holders of all Certificates of such Class
then outstanding or such Companion Holders, as applicable; or


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


(v)         
amend the Servicing Standard without, in each case, without the consent of 100% of the Certificateholders and the Pooled
RR Interest Owner or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan,
receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related
Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.




    A-21-9 


    	 



    

Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the applicable Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other
specified person in accordance with such amendment will not 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. Furthermore, no amendment to the Pooling and Servicing
Agreement may be made that changes in any material adverse respect the rights of the SOMA Teleco Office Loan-Specific Certificates
or the Amazon Seattle Loan-Specific Certificates, as applicable, without the consent of such Class and no amendment to the Pooling
and Servicing Agreement may be made that changes any provisions specifically required to be included in the Pooling and Servicing
Agreement by any Non-Serviced Co-Lender Agreement without the consent of the holder of the related Pari Passu Companion Loan(s).


The Holders of the
majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class R Certificates
representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no
less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties
to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise
of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this calculation, if an ARD Loan is still
an asset of the Trust Fund and such right is being exercised after its respective Anticipated Repayment Date, then such Mortgage
Loan will be excluded from the then-aggregate Stated Principal Balance of the Mortgage Loans and from the aggregate Cut-off Date
Principal Balance of the Mortgage Loans).


Following the date
on which 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 are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to
zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates
(other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest), the Sole Owner shall have the right
to exchange all of its Certificates (other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest for
all of the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product
of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates,
the Class S Certificates and the Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the




    A-21-10 


    	 



    

statements contained herein or the validity
or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans.


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-21-11 


    	 



    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


		Dated:	April 29, 2021



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF
THE CLASS R CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY











    A-21-12 


    	 



    

ABBREVIATIONS


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	
        TEN COM
        TEN ENT

        JT TEN
	-

-

-


	
        as tenant in common

        as tenants by the entireties

        as joint tenants with rights of survivorship and not as tenants
        in common
	 	UNIF GIFT MIN ACT ____________  Custodian



                                                                             (Cust)

                           Under Uniform Gifts to Minors

                           Act __________________________

                                   (State)    



Additional abbreviations
may also be used though not in the above list.


FORM OF TRANSFER





	 	
FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto 

	 




(Please insert Social Security or other identifying
number of Assignee)



(Please print or typewrite name and address
of assignee)



the within Certificate and does hereby
or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust,
with full power of substitution in the premises.


 


	Dated:                      	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 


	 
	SIGNATURE GUARANTEED


The signature must be guaranteed by
a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.


 




    A-21-13 


    	 



    

DISTRIBUTION INSTRUCTIONS


The assignee should
include the following for purposes of distribution:


Distributions shall
be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




    A-21-14 


    	 



    

EXHIBIT A-22


FORM OF CLASS S CERTIFICATE


CLASS S


BENCHMARK 2021-B25 MORTGAGE TRUST


COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES


SERIES 2021-B25, CLASS S


THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR THE LAWS OF
ANY OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR
NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.


THE HOLDER OF THIS CERTIFICATE BY
ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE
STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT OR (B) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON
WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144A.


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT.


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE AMAZON SEATTLE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE LOAN-SPECIFIC
INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NONE OF THE CERTIFICATES, THE UNDERLYING MORTGAGE
LOANS OR THE TRUST SUBORDINATE COMPANION LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING




    A-22-1 


    	 



    

FOR THE ACCOUNT OF A QIB, AND WHOM
THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT
WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”,
AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT
WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1),
(2), (3) or (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF
SUCH PLAN (INCLUDING WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATIONS SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42)
OF ERISA) TO ACQUIRE THIS CERTIFICATE.




    A-22-2 


    	 



    

 


	
        PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]


DATE OF POOLING AND SERVICING AGREEMENT: AS OF APRIL 1, 2021


CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
(AS DEFINED HEREIN)


CLOSING DATE: APRIL 29, 2021


FIRST DISTRIBUTION DATE:

MAY 17, 2021


 


CLASS S PERCENTAGE INTEREST: [100%]


	
        MASTER SERVICER: MIDLAND LOAN SERVICES,
A DIVISION OF PNC BANK, NATIONAL ASSOCIATION


GENERAL SPECIAL SERVICER: RIALTO
CAPITAL ADVISORS, LLC


AMAZON SEATTLE SPECIAL SERVICER:
SITUS HOLDINGS, LLC


TRUSTEE: WELLS FARGO BANK, NATIONAL
ASSOCIATION


CERTIFICATE ADMINISTRATOR: WELLS FARGO
BANK, NATIONAL ASSOCIATION


OPERATING
ADVISOR: pentalpha surveillance LLC


ASSET REPRESENTATIONS REVIEWER: pentalpha
surveillance LLC


CUSIP NO.: [08163D BF3]1


[U0743D AK6]2


[08163D BG1]3


ISIN NO.: [US08163DBF33]4


[USU0743DAK64]5


[US08163DBG16]6


CERTIFICATE NO.: S-1











	 	 	 
	 	 	 	 


 


 ________________________





1
For Rule 144A Certificates


2
For IAI Certificates


3
For IAI Certificates


4
For Rule 144A Certificates


5
For IAI Certificates


6
For IAI Certificates







 







    A-22-3 


    	 



    

CLASS S CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and two
subordinate companion loans (the “Trust Subordinate Companion Loans”), all payments on or collections in respect
of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-off Date, all REO Properties and revenues received
in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loans and such amounts as shall from time
to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Pooled Non-VRR Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


GS MORTGAGE SECURITIES CORPORATION
II


THIS CERTIFIES THAT [______________]
is the registered owner of the interest evidenced by this Certificate in the Class S Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling and Servicing Agreement”), among
GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Amazon Seattle
Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain
of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate is
one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class S Certificates. The Certificates are designated as the BENCHMARK 2021-B25
MORTGAGE TRUST Commercial Mortgage Pass-Through Certificates, Series 2021-B25 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates and the Pooled RR Interest will evidence in the aggregate 100% of
the beneficial ownership of the Trust.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


This Class S Certificate
represents a beneficial ownership of Excess Interest and the Excess Interest Distribution Account. Each Holder of this Certificate,
by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income.


Pursuant to the terms
of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator
in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
and to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the Distribution Date to
the Person in whose name this Certificate is registered as of the related Record Date. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts.




    A-22-4 


    	 



    

This Certificate is
limited in right of payment to, among other things, Excess Interest actually collected respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection
Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified
in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


All distributions
under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set
forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator
with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(i) of the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


The Class S Certificates
will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral multiples of 1% in excess
thereof.


No fee or service
charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of
any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection
with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the
cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor
or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the
Certificate Registrar




    A-22-5 


    	 



    

in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special
Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders, the Pooled
RR Interest Owner or the Companion Holders:


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Pooled RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which
may be defective or inconsistent with any other provisions therein or to correct any error;


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
or the Pooled RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder, the Pooled RR Interest Owner or
Companion Holder;


(v)         
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the Pooled RR Interest Owner (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder, the Pooled RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision
or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect
to a Serviced Whole Loan, a Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;


(vii)         
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating




    A-22-6 


    	 



    

Agency, as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation
from each Companion Loan Rating Agency; provided that such amendment or supplement shall not adversely affect in any material
respect the interests of any Certificateholder or the Pooled RR Interest Owner not consenting to such amendment or supplement,
as evidenced by an Opinion of Counsel;


(viii)         
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee
and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition
may change in any manner the rights or obligations of the Amazon Seattle Retaining Third Party Purchaser under the Pooling and
Servicing Agreement or the related risk retention agreement without the consent of the Amazon Seattle Retaining Third Party Purchaser.


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller,
(B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent or (C) may
materially and adversely affect the Pooled RR Interest Owner without the Pooled RR Interest Owner’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Pooled RR Interest Owner (if affected
by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders,
in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the Pooled RR Interest Owner; provided, however,
that no such amendment shall:




    A-22-7 


    	 



    

(i)         
 reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loans that are required to be distributed on a Certificate of any Class or the Pooled RR Interest without the consent
of the Holder of the Certificate or the Pooled RR Interest Owner or which are required to be distributed to a Companion Holder
without the consent of such Companion Holder; or


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the SOMA Teleco Office Loan-Specific Certificates
or Amazon Seattle Loan-Specific Certificates, in any such case without the consent of the Holders of all Certificates of such Class
then outstanding or such Companion Holders, as applicable; or


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


(v)         
amend the Servicing Standard without, in each case, without the consent of 100% of the Certificateholders and the Pooled
RR Interest Owner or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan,
receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related
Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the applicable Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other
specified person in accordance with such amendment will not 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. Furthermore, no amendment to the Pooling and Servicing
Agreement may be made that changes in any material adverse respect the rights of the SOMA Teleco Office Loan-Specific Certificates
or the Amazon Seattle Loan-Specific Certificates, as applicable, without the consent of such Class and no amendment to the Pooling
and Servicing Agreement may be made that changes any provisions specifically required to be included in the Pooling and Servicing
Agreement by any Non-Serviced Co-Lender Agreement without the consent of the holder of the related Pari Passu Companion Loan(s).


The Holders of the
majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class R Certificates
representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no
less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties
to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise
of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this calculation, if an ARD Loan is still
an asset of the Trust Fund and such right is being exercised after its respective Anticipated Repayment Date, then such Mortgage
Loan will be excluded from the then-aggregate Stated Principal Balance of the Mortgage Loans and from the aggregate Cut-off Date
Principal Balance of the Mortgage Loans).




    A-22-8 


    	 



    

Following the date
on which 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 are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to
zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates
(other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest), the Sole Owner shall have the right
to exchange all of its Certificates (other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest for
all of the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product
of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates,
the Class S Certificates and the Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loans.


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-22-9 


    	 



    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


		Dated:	April 29, 2021



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF
THE CLASS S CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY











    A-22-10 


    	 



    

ABBREVIATIONS


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	
        TEN COM
        TEN ENT

        JT TEN
	-

-

-


	
        as tenant in common

        as tenants by the entireties

        as joint tenants with rights of survivorship and not as tenants
        in common
	 	UNIF GIFT MIN ACT ____________  Custodian



                                                                             (Cust)

                           Under Uniform Gifts to Minors

                           Act __________________________

                                   (State)    



Additional abbreviations
may also be used though not in the above list.


FORM OF TRANSFER





	 	
FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto 

	 




(Please insert Social Security or other identifying
number of Assignee)



(Please print or typewrite name and address
of assignee)



the within Certificate and does hereby
or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust,
with full power of substitution in the premises.


 


	Dated:                      	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 


	 
	SIGNATURE GUARANTEED


The signature must be guaranteed by
a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.


 




    A-22-11 


    	 



    

DISTRIBUTION INSTRUCTIONS


The assignee should
include the following for purposes of distribution:


Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of __________________________________ account number _______________
or, if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________________, as its agent.




    A-22-12 


    	 



    

EXHIBIT A-23


FORM OF CLASS RR CERTIFICATE


CLASS RR


BENCHMARK 2021-B25 MORTGAGE TRUST


COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES


SERIES 2021-B25, CLASS RR


THIS CERTIFICATE IS SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERS, HEDGING AND PLEDGING PURSUANT TO THE RISK RETENTION RULE. THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH THE TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. THE CERTIFICATE REGISTRAR SHALL REFUSE
TO REGISTER THE TRANSFER OF THIS CERTIFICATE UNLESS SUCH TRANSFER IS IN ACCORDANCE WITH SECTION 5.03(I) OF THE POOLING AND SERVICING
AGREEMENT.


[FOR BOOK-ENTRY CERTIFICATES AND
SOLELY FOLLOWING THE Transfer Restriction Period (US): UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO
THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]1


[FOR BOOK-ENTRY CERTIFICATES AND
SOLELY FOLLOWING THE Transfer Restriction Period (US): UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO
THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]2


[FOR BOOK-ENTRY CERTIFICATES AND
SOLELY FOLLOWING THE Transfer Restriction Period: TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE 


 


 ______________________


1   Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


2   Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 




    A-23-1 


    	 



    

WITH THE RESTRICTIONS SET FORTH IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE AMAZON SEATTLE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE LOAN-SPECIFIC
INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NONE OF THE CERTIFICATES, THE UNDERLYING MORTGAGE
LOANS OR THE TRUST SUBORDINATE COMPANION LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF
THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTION
THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO
AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D
UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF
SUCH PLAN (INCLUDING WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATIONS SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42)
OF ERISA) TO ACQUIRE THIS CERTIFICATE.


__________________ 


3   Book-Entry
Certificate legend.


 




    A-23-2 


    	 



    

 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED
BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF POOLED VRR
REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE
ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED
IN A REDUCTION OF THE POOLED VRR PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE
CERTIFICATE ADMINISTRATOR.




    A-23-3 


    	 



    

 


	
        PASS-THROUGH RATE: N/A.
        The RR Certificates will not have a Pass-Through Rate, but will be entitled to receive it’s pro rata allocation
        of the POOLED VRR Interest Distribution Amount and the POOLED VRR PRINCIPAL DISTRIBUTION Amount.

        DENOMINATION: $[______]

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF APRIL 1, 2021

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

        CLOSING DATE: APRIL 29, 2021

        FIRST DISTRIBUTION DATE:

        MAY 17, 2021

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS RR CERTIFICATES

        AS OF THE CLOSING DATE: $17,607,848
	
        MASTER SERVICER: MIDLAND LOAN
        SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

        AMAZON SEATTLE SPECIAL SERVICER:
        SITUS HOLDINGS, LLC

        TRUSTEE: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

        OPERATING ADVISOR: PENTALPHA
        SURVEILLANCE LLC

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

        CUSIP NO.: [08163D BK2]4

        [U0743D AM2]5

        [08163D BL0]6

        ISIN NO.: [US08163DBK28]7

        [USU0743DAM21]8

        [US08163DBL01]9

        CERTIFICATE NO.: [RR-1]

	 	 


 ________________________


4   For Rule
144A Certificates


5   For IAI
Certificates


6   For IAI
Certificates


7   For Rule
144A Certificates


8   For IAI
Certificates


9   For IAI
Certificates



 



    A-23-4 


    	 



    

CLASS RR CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and two
subordinate companion loans (the “Trust Subordinate Companion Loans”), all payments on or collections in respect
of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-off Date, all REO Properties and revenues received
in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loans and such amounts as shall from time
to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Pooled Non-VRR Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


GS MORTGAGE SECURITIES CORPORATION
II


THIS CERTIFIES THAT [______________]
is the registered owner of the interest evidenced by this Certificate in the Class RR Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling and Servicing Agreement”),
among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Amazon Seattle
Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain
of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate is
one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class RR Certificates. The Certificates are designated as the BENCHMARK 2021-B25
MORTGAGE TRUST Commercial Mortgage Pass-Through Certificates, Series 2021-B25 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates and the Pooled RR Interest will evidence in the aggregate 100% of
the beneficial ownership of the Trust.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.




    A-23-5 


    	 



    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class RR Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Pooled VRR Available Funds to be distributed on
the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


Realized Losses and
certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loans shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinate Companion Loans allocated to any Class of Certificates will be allocated pro rata among
the outstanding Certificates of such Class.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection
Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified
in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and the
Trust Subordinate Companion Loans and administration of the Trust.


All distributions
under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set
forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator
with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Pooled VRR Realized Losses previously allocated
to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(i) of the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate




    A-23-6 


    	 



    

for registration of transfer at the
office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms
of the Pooling and Servicing Agreement, the Class RR Certificates will be issued in fully registered, certificated form in minimum
denominations of $100,000, and in integral multiples of $1 in excess thereof (provided that the Class RR Certificates will
be issuable in fractions of $1.00 in order to satisfy Risk Retention Rule percentage requirements), with one Certificate of each
such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service
charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of
any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection
with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the
cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor
or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the
Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum
sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special
Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders, the Pooled
RR Interest Owner or the Companion Holders:


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Pooled RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which
may be defective or inconsistent with any other provisions therein or to correct any error;


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
or the Pooled RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder, the Pooled RR Interest Owner or
Companion Holder;




    A-23-7 


    	 



    

(v)         
 to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the Pooled RR Interest Owner (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder, the Pooled RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision
or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect
to a Serviced Whole Loan, a Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;


(vii)         
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan
Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of any Certificateholder or the Pooled RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion
of Counsel;


(viii)         
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee
and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition
may change in any manner the rights or obligations of the Amazon




    A-23-8 


    	 



    

Seattle Retaining Third Party
Purchaser under the Pooling and Servicing Agreement or the related risk retention agreement without the consent of the Amazon Seattle
Retaining Third Party Purchaser.


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller,
(B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent or (C) may
materially and adversely affect the Pooled RR Interest Owner without the Pooled RR Interest Owner’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Pooled RR Interest Owner (if affected
by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders,
in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the Pooled RR Interest Owner; provided, however,
that no such amendment shall:


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loans that are required to be distributed on a Certificate of any Class or the Pooled RR Interest without the consent
of the Holder of the Certificate or the Pooled RR Interest Owner or which are required to be distributed to a Companion Holder
without the consent of such Companion Holder; or


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the SOMA Teleco Office Loan-Specific Certificates
or Amazon Seattle Loan-Specific Certificates, in any such case without the consent of the Holders of all Certificates of such Class
then outstanding or such Companion Holders, as applicable; or


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


(v)         
amend the Servicing Standard without, in each case, without the consent of 100% of the Certificateholders and the Pooled
RR Interest Owner or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan,
receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related
Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the applicable Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other
specified person in accordance with such amendment will not 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. Furthermore, no amendment to the Pooling and Servicing
Agreement may be made that changes in any material adverse respect the rights of the SOMA Teleco Office Loan-Specific Certificates
or the Amazon Seattle Loan-Specific Certificates, as applicable, without the consent of such Class and no amendment to the Pooling
and




    A-23-9 


    	 



    

Servicing Agreement may be made that
changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender
Agreement without the consent of the holder of the related Pari Passu Companion Loan(s).


The Holders of the
majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class R Certificates
representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no
less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties
to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise
of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this calculation, if an ARD Loan is still
an asset of the Trust Fund and such right is being exercised after its respective Anticipated Repayment Date, then such Mortgage
Loan will be excluded from the then-aggregate Stated Principal Balance of the Mortgage Loans and from the aggregate Cut-off Date
Principal Balance of the Mortgage Loans).


Following the date
on which 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 are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to
zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates
(other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest), the Sole Owner shall have the right
to exchange all of its Certificates (other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest for
all of the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product
of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates,
the Class S Certificates and the Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loans.


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-23-10 


    	 



    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


		Dated:	April 29, 2021



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF
THE CLASS RR CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY







    A-23-11 


    	 



    

ABBREVIATIONS


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	
        TEN COM
        TEN ENT

        JT TEN
	-

-

-


	
        as tenant in common

        as tenants by the entireties

        as joint tenants with rights of survivorship and not as tenants
        in common
	 	UNIF GIFT MIN ACT ____________  Custodian



                                                                             (Cust)

                           Under Uniform Gifts to Minors

                           Act __________________________

                                   (State)    



Additional abbreviations
may also be used though not in the above list.


FORM OF TRANSFER





	 	
FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto 

	 




(Please insert Social Security or other identifying
number of Assignee)



(Please print or typewrite name and address
of assignee)



the within Certificate and does hereby
or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust,
with full power of substitution in the premises.


 


	Dated:                      	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 


	 
	SIGNATURE GUARANTEED


The signature must be guaranteed by
a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.


 




    A-23-12 


    	 



    

DISTRIBUTION INSTRUCTIONS


The assignee should
include the following for purposes of distribution:


Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of __________________________________ account number _______________
or, if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________________, as its agent.




    A-23-13 


    	 



    

EXHIBIT A-24


FORM OF CLASS ST-A CERTIFICATE


CLASS ST-A


BENCHMARK 2021-B25 MORTGAGE TRUST


COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES


SERIES 2021-B25, CLASS ST-A


[THIS CERTIFICATE IS A TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR
ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE AMAZON SEATTLE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE LOAN-SPECIFIC
INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NONE OF THE



______________________



1   Temporary
Regulation S Book-Entry Certificate legend.


2   Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


3    Book-Entry
Certificate legend.


 




    A-24-1 


    	 



    

CERTIFICATES, THE UNDERLYING MORTGAGE
LOANS OR THE TRUST SUBORDINATE COMPANION LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF
THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTION
THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO
AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D
UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE SOMA TELECO OFFICE
TRUST SUBORDINATE COMPANION LOAN FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE SOMA TELECO OFFICE TRUST SUBORDINATE COMPANION LOAN THAT RESULTED IN A REDUCTION OF THE SOMA TELECO OFFICE NON-RR
PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.




    A-24-2 


    	 



    

 


	
        PASS-THROUGH RATE: THE NET MORTGAGE RATE OF THE SOMA TELECO
        OFFICE TRUST SUBORDINATE COMPANION LOAN4

        DENOMINATION: $[______]

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF APRIL 1, 2021

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

        CLOSING DATE: APRIL 29, 2021

        FIRST DISTRIBUTION DATE:

        MAY 17, 2021

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS ST-A CERTIFICATES

        AS OF THE CLOSING DATE: $11,875,000
	
        MASTER SERVICER: MIDLAND LOAN
        SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

        AMAZON SEATTLE SPECIAL SERVICER:
        SITUS HOLDINGS, LLC

        TRUSTEE: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

        OPERATING ADVISOR: PENTALPHA
        SURVEILLANCE LLC

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

        CUSIP NO.: [08163D BM8]5

        [U0743D AN0]6

        [08163D BN6]7

        ISIN NO.: [US08163DBM83]8

        [USU0743DAN04]9

        [US08163DBN66]10

        COMMON CODE NO.: [233917184]11

        [233917206]12

        CERTIFICATE NO.: [ST-A-1] [ST-A-S-1]

	 	 


 


_____________________


4   The initial
approximate Pass-Through Rate as of the Closing Date is 3.649%.


5   For Rule
144A Certificates


6   For Regulation
S Certificates


7   For IAI
Certificates


8   For Rule
144A Certificates


9   For Regulation
S Certificates


10   For IAI
Certificates


11   For Rule
144A Certificates


12   For
Regulation S Certificates


 




    A-24-3 


    	 



    

CLASS ST-A CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and two
subordinate companion loans (the “Trust Subordinate Companion Loans”), all payments on or collections in respect
of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-off Date, all REO Properties and revenues received
in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loans and such amounts as shall from time
to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Pooled Non-VRR Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


GS MORTGAGE SECURITIES CORPORATION
II


THIS CERTIFIES THAT CEDE & CO. is
the registered owner of the interest evidenced by this Certificate in the Class ST-A Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling and Servicing Agreement”),
among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Amazon Seattle
Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain
of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate is
one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class ST-A Certificates. The Certificates are designated as the BENCHMARK
2021-B25 MORTGAGE TRUST Commercial Mortgage Pass-Through Certificates, Series 2021-B25 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates and the Pooled RR Interest will evidence in the aggregate 100%
of the beneficial ownership of the Trust.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.




    A-24-4 


    	 



    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class ST-A Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the SOMA Teleco Office Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


Realized Losses and
certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loans shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinate Companion Loans allocated to any Class of Certificates will be allocated pro rata among
the outstanding Certificates of such Class.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries respecting the SOMA Teleco Office Trust
Subordinate Companion Loan, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling
and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit
of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection
Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds
in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other
than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and the Trust Subordinate Companion Loans and administration of the Trust.


All distributions
under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set
forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator
with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(i) of the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate




    A-24-5 


    	 



    

for registration of transfer at the
office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms
of the Pooling and Servicing Agreement, the Class ST-A Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service
charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of
any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection
with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the
cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor
or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the
Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum
sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special
Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders, the Pooled
RR Interest Owner or the Companion Holders:


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Pooled RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which
may be defective or inconsistent with any other provisions therein or to correct any error;


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
or the Pooled RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder, the Pooled RR Interest Owner or
Companion Holder;




    A-24-6 


    	 



    

(v)         
 to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the Pooled RR Interest Owner (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder, the Pooled RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision
or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect
to a Serviced Whole Loan, a Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;


(vii)         
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan
Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of any Certificateholder or the Pooled RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion
of Counsel;


(viii)         
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee
and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition
may change in any manner the rights or obligations of the Amazon




    A-24-7 


    	 



    

Seattle Retaining Third Party
Purchaser under the Pooling and Servicing Agreement or the related risk retention agreement without the consent of the Amazon Seattle
Retaining Third Party Purchaser.


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller,
(B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent or (C) may
materially and adversely affect the Pooled RR Interest Owner without the Pooled RR Interest Owner’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Pooled RR Interest Owner (if affected
by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders,
in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the Pooled RR Interest Owner; provided, however,
that no such amendment shall:


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loans that are required to be distributed on a Certificate of any Class or the Pooled RR Interest without the consent
of the Holder of the Certificate or the Pooled RR Interest Owner or which are required to be distributed to a Companion Holder
without the consent of such Companion Holder; or


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the SOMA Teleco Office Loan-Specific Certificates
or Amazon Seattle Loan-Specific Certificates, in any such case without the consent of the Holders of all Certificates of such Class
then outstanding or such Companion Holders, as applicable; or


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


(v)         
amend the Servicing Standard without, in each case, without the consent of 100% of the Certificateholders and the Pooled
RR Interest Owner or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan,
receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related
Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the applicable Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other
specified person in accordance with such amendment will not 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. Furthermore, no amendment to the Pooling and Servicing
Agreement may be made that changes in any material adverse respect the rights of the SOMA Teleco Office Loan-Specific Certificates
or the Amazon Seattle




    A-24-8 


    	 



    

Loan-Specific Certificates, as applicable,
without the consent of such Class and no amendment to the Pooling and Servicing Agreement may be made that changes any provisions
specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender Agreement without the
consent of the holder of the related Pari Passu Companion Loan(s).


The Holders of the
majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class R Certificates
representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no
less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties
to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise
of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this calculation, if an ARD Loan is still
an asset of the Trust Fund and such right is being exercised after its respective Anticipated Repayment Date, then such Mortgage
Loan will be excluded from the then-aggregate Stated Principal Balance of the Mortgage Loans and from the aggregate Cut-off Date
Principal Balance of the Mortgage Loans).


Following the date
on which 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 are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to
zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates
(other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest), the Sole Owner shall have the right
to exchange all of its Certificates (other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest for
all of the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product
of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates,
the Class S Certificates and the Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loans.


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-24-9 


    	 



    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


		Dated:	April 29, 2021



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF
THE CLASS ST-A CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY







    A-24-10 


    	 



    

ABBREVIATIONS


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	
        TEN COM
        TEN ENT

        JT TEN
	-

-

-


	
        as tenant in common

        as tenants by the entireties

        as joint tenants with rights of survivorship and not as tenants
        in common
	 	UNIF GIFT MIN ACT ____________  Custodian



                                                                             (Cust)

                           Under Uniform Gifts to Minors

                           Act __________________________

                                   (State)    



Additional abbreviations
may also be used though not in the above list.


FORM OF TRANSFER





	 	
FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto 

	 




(Please insert Social Security or other identifying
number of Assignee)



(Please print or typewrite name and address
of assignee)



the within Certificate and does hereby
or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust,
with full power of substitution in the premises.


 


	Dated:                      	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 


	 
	SIGNATURE GUARANTEED


The signature must be guaranteed by
a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.


 




    A-24-11 


    	 



    

DISTRIBUTION INSTRUCTIONS


The assignee should
include the following for purposes of distribution:


Distributions shall
be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.




    A-24-12 


    	 



    

EXHIBIT A-25


FORM OF CLASS ST-VR CERTIFICATE


CLASS ST-VR


BENCHMARK 2021-B25 MORTGAGE TRUST


COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES


SERIES 2021-B25, CLASS ST-VR


THIS CERTIFICATE IS SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERS, HEDGING AND PLEDGING PURSUANT TO THE RISK RETENTION RULE. THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH THE TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. THE CERTIFICATE REGISTRAR SHALL REFUSE
TO REGISTER THE TRANSFER OF THIS CERTIFICATE UNLESS SUCH TRANSFER IS IN ACCORDANCE WITH SECTION 5.03(I) OF THE POOLING AND SERVICING
AGREEMENT.


[FOR BOOK-ENTRY CERTIFICATES AND
SOLELY FOLLOWING THE Transfer Restriction Period (US): UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO
THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]1


[FOR BOOK-ENTRY CERTIFICATES AND
SOLELY FOLLOWING THE Transfer Restriction Period (US): UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO
THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]2


[FOR BOOK-ENTRY CERTIFICATES AND
SOLELY FOLLOWING THE Transfer Restriction Period: TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE




 ______________________


1   Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


2   Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement. 







    A-25-1 


    	 



    

RESTRICTIONS SET FORTH IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO BELOW.][163]


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE AMAZON SEATTLE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE LOAN-SPECIFIC
INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NONE OF THE CERTIFICATES, THE UNDERLYING MORTGAGE
LOANS OR THE TRUST SUBORDINATE COMPANION LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF
THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTION
THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO
AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D
UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF
SUCH PLAN (INCLUDING WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATIONS SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42)
OF ERISA) TO ACQUIRE THIS CERTIFICATE.


3   Book-Entry
Certificate legend.




    A-25-2 


    	 



    

THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF THE SOMA TELECO OFFICE RR REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE SOMA TELECO OFFICE TRUST SUBORDINATE COMPANION LOAN FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY
REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE SOMA TELECO OFFICE TRUST SUBORDINATE COMPANION LOAN THAT RESULTED IN A REDUCTION OF
THE SOMA TELECO OFFICE NON-RR PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS
THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE
ADMINISTRATOR.




    A-25-3 


    	 



    

 


	
        PASS-THROUGH RATE: N/A. The
        ST-VR Certificates will not have a Pass-Through Rate, but will be entitled to receive
        it’s pro rata allocation of the soma teleco office RR Interest Distribution Amount.

        DENOMINATION: $[______]

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF APRIL 1, 2021

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

        CLOSING DATE: APRIL 29, 2021

        FIRST DISTRIBUTION DATE:

        MAY 17, 2021

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS ST-VR CERTIFICATES

        AS OF THE CLOSING DATE: $625,000
	
        MASTER SERVICER: MIDLAND LOAN
        SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

        AMAZON SEATTLE SPECIAL SERVICER:
        SITUS HOLDINGS, LLC

        TRUSTEE: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

        OPERATING ADVISOR: PENTALPHA
        SURVEILLANCE LLC

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

        CUSIP NO.: [08163D BP1]4

        [U0743D AP5]5

        [08163D BQ9]6

        ISIN NO.: [US08163DBP15]7

        [USU0743DAP51]8

        [US08163DBQ97]9

        CERTIFICATE NO.: [ST-VR-1]

	 	 


 


 ________________________


4   For Rule
144A Certificates


5   For IAI
Certificates


6   For IAI
Certificates


7   For Rule
144A Certificates


8   For IAI
Certificates


9   For
IAI Certificates


 



    A-25-4 


    	 



    

CLASS ST-VR CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and two
subordinate companion loans (the “Trust Subordinate Companion Loans”), all payments on or collections in respect
of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-off Date, all REO Properties and revenues received
in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loans and such amounts as shall from time
to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Pooled Non-VRR Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


GS MORTGAGE SECURITIES CORPORATION
II


THIS CERTIFIES THAT [______________]
is the registered owner of the interest evidenced by this Certificate in the Class ST-VR Certificates issued by the Trust
created pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling and Servicing Agreement”),
among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Amazon Seattle
Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain
of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate is
one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class ST-VR Certificates. The Certificates are designated as the BENCHMARK
2021-B25 MORTGAGE TRUST Commercial Mortgage Pass-Through Certificates, Series 2021-B25 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates and the Pooled RR Interest will evidence in the aggregate 100%
of the beneficial ownership of the Trust.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.




    A-25-5 


    	 



    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class ST-VR Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the SOMA Teleco Office Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


Realized Losses and
certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loans shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinate Companion Loans allocated to any Class of Certificates will be allocated pro rata among
the outstanding Certificates of such Class.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries respecting the SOMA Teleco Office Trust
Subordinate Companion Loan, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling
and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit
of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection
Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds
in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other
than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and the Trust Subordinate Companion Loans and administration of the Trust.


All distributions
under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set
forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator
with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of SOMA Teleco Office RR Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(i) of the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate




    A-25-6 


    	 



    

for registration of transfer at the
office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms
of the Pooling and Servicing Agreement, the Class ST-VR Certificates will be issued in fully registered, certificated form in minimum
denominations of $100,000, and in integral multiples of $1 in excess thereof (provided that the Class ST-VR Certificates
will be issuable in fractions of $1.00 in order to satisfy Risk Retention Rule percentage requirements), with one Certificate of
each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service
charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of
any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection
with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the
cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor
or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the
Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum
sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special
Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders, the Pooled
RR Interest Owner or the Companion Holders:


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Pooled RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which
may be defective or inconsistent with any other provisions therein or to correct any error;


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
or the Pooled RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder, the Pooled RR Interest Owner or
Companion Holder;




    A-25-7 


    	 



    

(v)         
 to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the Pooled RR Interest Owner (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder, the Pooled RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision
or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect
to a Serviced Whole Loan, a Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;


(vii)         
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan
Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of any Certificateholder or the Pooled RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion
of Counsel;


(viii)         
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee
and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition
may change in any manner the rights or obligations of the Amazon




    A-25-8 


    	 



    

Seattle Retaining Third Party
Purchaser under the Pooling and Servicing Agreement or the related risk retention agreement without the consent of the Amazon Seattle
Retaining Third Party Purchaser.


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller,
(B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent or (C) may
materially and adversely affect the Pooled RR Interest Owner without the Pooled RR Interest Owner’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Pooled RR Interest Owner (if affected
by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders,
in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the Pooled RR Interest Owner; provided, however,
that no such amendment shall:


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loans that are required to be distributed on a Certificate of any Class or the Pooled RR Interest without the consent
of the Holder of the Certificate or the Pooled RR Interest Owner or which are required to be distributed to a Companion Holder
without the consent of such Companion Holder; or


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the SOMA Teleco Office Loan-Specific Certificates
or Amazon Seattle Loan-Specific Certificates, in any such case without the consent of the Holders of all Certificates of such Class
then outstanding or such Companion Holders, as applicable; or


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


(v)         
amend the Servicing Standard without, in each case, without the consent of 100% of the Certificateholders and the Pooled
RR Interest Owner or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan,
receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related
Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the applicable Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other
specified person in accordance with such amendment will not 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. Furthermore, no amendment to the Pooling and Servicing
Agreement may be made that changes in any material adverse respect the rights of the SOMA Teleco Office Loan-Specific Certificates
or the Amazon Seattle Loan-Specific Certificates, as applicable, without the consent of such Class and no amendment to the
Pooling and




    A-25-9 


    	 



    

Servicing Agreement may be made that
changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender
Agreement without the consent of the holder of the related Pari Passu Companion Loan(s).


The Holders of the
majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class R Certificates
representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no
less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties
to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise
of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this calculation, if an ARD Loan is still
an asset of the Trust Fund and such right is being exercised after its respective Anticipated Repayment Date, then such Mortgage
Loan will be excluded from the then-aggregate Stated Principal Balance of the Mortgage Loans and from the aggregate Cut-off Date
Principal Balance of the Mortgage Loans).


Following the date
on which 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 are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to
zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates
(other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest), the Sole Owner shall have the right
to exchange all of its Certificates (other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest for
all of the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product
of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates,
the Class S Certificates and the Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loans.


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-25-10 


    	 



    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


		Dated:	April 29, 2021



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF
THE CLASS ST-VR CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY







    A-25-11 


    	 



    

ABBREVIATIONS


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	
        TEN COM
        TEN ENT

        JT TEN
	-

-

-


	
        as tenant in common

        as tenants by the entireties

        as joint tenants with rights of survivorship and not as tenants
        in common
	 	UNIF GIFT MIN ACT ____________  Custodian



                                                                             (Cust)

                           Under Uniform Gifts to Minors

                           Act __________________________

                                   (State)    



Additional abbreviations
may also be used though not in the above list.


FORM OF TRANSFER





	 	
FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto 

	 




(Please insert Social Security or other identifying
number of Assignee)



(Please print or typewrite name and address
of assignee)



the within Certificate and does hereby
or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust,
with full power of substitution in the premises.


 


	Dated:                      	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 


	 
	SIGNATURE GUARANTEED


The signature must be guaranteed by
a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.


 




    A-25-12 


    	 



    

DISTRIBUTION INSTRUCTIONS


The assignee should
include the following for purposes of distribution:


Distributions shall
be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.




    A-25-13 


    	 



    

EXHIBIT A-26


FORM OF CLASS 300P-A CERTIFICATE


CLASS 300P-A


BENCHMARK 2021-B25 MORTGAGE TRUST


COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES


SERIES 2021-B25, CLASS 300P-A


[THIS CERTIFICATE IS A TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR
ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE AMAZON SEATTLE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE LOAN-SPECIFIC
INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NONE OF THE



______________________



1   Temporary
Regulation S Book-Entry Certificate legend.


2   Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


3    Book-Entry
Certificate legend.


 



    A-26-1 


    	 



    

CERTIFICATES, THE MORTGAGE LOANS
OR THE TRUST SUBORDINATE COMPANION LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF
THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTION
THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO
AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D
UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE AMAZON SEATTLE TRUST
SUBORDINATE COMPANION LOAN FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS
ON THE TRUST SUBORDINATE COMPANION LOAN THAT RESULTED IN A REDUCTION OF THE AMAZON SEATTLE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY,
THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.




    A-26-2 


    	 



    

 


	
        PASS-THROUGH RATE: THE NET MORTGAGE RATE OF THE AMAZON SEATTLE
        TRUST SUBORDINATE COMPANION LOAN4

        DENOMINATION: $[______]

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF APRIL 1, 2021

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

        CLOSING DATE: APRIL 29, 2021

        FIRST DISTRIBUTION DATE:

        MAY 17, 2021

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS 300P-A CERTIFICATES

        AS OF THE CLOSING DATE: $13,196,000
	
        MASTER SERVICER: MIDLAND LOAN
        SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

        AMAZON SEATTLE SPECIAL SERVICER:
        SITUS HOLDINGS, LLC

        TRUSTEE: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

        OPERATING ADVISOR: PENTALPHA
        SURVEILLANCE LLC

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA Surveillance LLC

        CUSIP NO.: [08163D BR7]5

        [U0743D AQ3]6

        [08163D BS5]7

        ISIN NO.: [US08163DBR70]8

        [USU0743DAQ35]9

        [US08163DBS53]10

        COMMON CODE NO.: [233917079]11

        [233917176]12

        CERTIFICATE NO.: [300P-A-1] [300P-A-S-1]

	 	 





 ______________________


4   The initial
approximate Pass-Through Rate as of the Closing Date is 2.994%.


5   For Rule
144A Certificates


6   For Regulation
S Certificates


7   For IAI
Certificates


8   For Rule
144A Certificates


9   For Regulation
S Certificates


10   For IAI
Certificates


11   For Rule
144A Certificates


12   For
Regulation S Certificates 


 




    A-26-3 


    	 



    

CLASS 300P-A CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and two
subordinate companion loans (the “Trust Subordinate Companion Loans”), all payments on or collections in respect
of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-off Date, all REO Properties and revenues received
in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loans and such amounts as shall from time
to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Pooled Non-VRR Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


GS MORTGAGE SECURITIES CORPORATION
II


THIS CERTIFIES THAT CEDE & CO. is
the registered owner of the interest evidenced by this Certificate in the Class 300P-A Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling and Servicing Agreement”),
among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Amazon Seattle
Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain
of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate is
one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class 300P-A Certificates. The Certificates are designated as the BENCHMARK
2021-B25 MORTGAGE TRUST Commercial Mortgage Pass-Through Certificates, Series 2021-B25 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates and the Pooled RR Interest will evidence in the aggregate 100%
of the beneficial ownership of the Trust.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.




    A-26-4 


    	 



    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class 300P-A Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Amazon Seattle Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


Realized Losses and
certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loans shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinate Companion Loans allocated to any Class of Certificates will be allocated pro rata among
the outstanding Certificates of such Class.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries respecting the Amazon Seattle Trust Subordinate
Companion Loan, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders
of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account)
or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds
in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other
than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and the Trust Subordinate Companion Loans and administration of the Trust.


All distributions
under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set
forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator
with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(i) of the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate




    A-26-5 


    	 



    

for registration of transfer at the
office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms
of the Pooling and Servicing Agreement, the Class 300P-A Certificates will be issued in book-entry form through the facilities
of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service
charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of
any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection
with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the
cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor
or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the
Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum
sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special
Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders, the Pooled
RR Interest Owner or the Companion Holders:


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Pooled RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which
may be defective or inconsistent with any other provisions therein or to correct any error;


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
or the Pooled RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder, the Pooled RR Interest Owner or
Companion Holder;




    A-26-6 


    	 



    

(v)         
 to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the Pooled RR Interest Owner (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder, the Pooled RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision
or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect
to a Serviced Whole Loan, a Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;


(vii)         
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan
Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of any Certificateholder or the Pooled RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion
of Counsel;


(viii)         
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee
and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition
may change in any manner the rights or obligations of the Amazon




    A-26-7 


    	 



    

Seattle Retaining Third Party
Purchaser under the Pooling and Servicing Agreement or the related risk retention agreement without the consent of the Amazon Seattle
Retaining Third Party Purchaser.


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller,
(B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent or (C) may
materially and adversely affect the Pooled RR Interest Owner without the Pooled RR Interest Owner’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Pooled RR Interest Owner (if affected
by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders,
in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the Pooled RR Interest Owner; provided, however,
that no such amendment shall:


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loans that are required to be distributed on a Certificate of any Class or the Pooled RR Interest without the consent
of the Holder of the Certificate or the Pooled RR Interest Owner or which are required to be distributed to a Companion Holder
without the consent of such Companion Holder; or


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the SOMA Teleco Office Loan-Specific Certificates
or Amazon Seattle Loan-Specific Certificates, in any such case without the consent of the Holders of all Certificates of such Class
then outstanding or such Companion Holders, as applicable; or


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


(v)         
amend the Servicing Standard without, in each case, without the consent of 100% of the Certificateholders and the Pooled
RR Interest Owner or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan,
receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related
Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the applicable Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other
specified person in accordance with such amendment will not 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. Furthermore, no amendment to the Pooling and Servicing
Agreement may be made that changes in any material adverse respect the rights of the SOMA Teleco Office Loan-Specific Certificates
or the Amazon Seattle Loan-Specific Certificates, as applicable, without the consent of such Class and no amendment to the Pooling
and




    A-26-8 


    	 



    

Servicing Agreement may be made that
changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender
Agreement without the consent of the holder of the related Pari Passu Companion Loan(s).


The Holders of the
majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class R Certificates
representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no
less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties
to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise
of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this calculation, if an ARD Loan is still
an asset of the Trust Fund and such right is being exercised after its respective Anticipated Repayment Date, then such Mortgage
Loan will be excluded from the then-aggregate Stated Principal Balance of the Mortgage Loans and from the aggregate Cut-off Date
Principal Balance of the Mortgage Loans).


Following the date
on which 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 are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to
zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates
(other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest), the Sole Owner shall have the right
to exchange all of its Certificates (other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest for
all of the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product
of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates,
the Class S Certificates and the Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loans.


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-26-9 


    	 



    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


		Dated:	April 29, 2021



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF
THE CLASS 300P-A CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY







    A-26-10 


    	 



    

ABBREVIATIONS


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	
        TEN COM
        TEN ENT

        JT TEN
	-

-

-


	
        as tenant in common

        as tenants by the entireties

        as joint tenants with rights of survivorship and not as tenants
        in common
	 	UNIF GIFT MIN ACT ____________  Custodian



                                                                             (Cust)

                           Under Uniform Gifts to Minors

                           Act __________________________

                                   (State)    



Additional abbreviations
may also be used though not in the above list.


FORM OF TRANSFER





	 	
FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto 

	 




(Please insert Social Security or other identifying
number of Assignee)



(Please print or typewrite name and address
of assignee)



the within Certificate and does hereby
or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust,
with full power of substitution in the premises.


 


	Dated:                      	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 


	 
	SIGNATURE GUARANTEED


The signature must be guaranteed by
a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.


 




    A-26-11 


    	 



    

DISTRIBUTION INSTRUCTIONS


The assignee should
include the following for purposes of distribution:


Distributions shall
be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.




    A-26-12 


    	 



    

EXHIBIT A-27


FORM OF CLASS 300P-B CERTIFICATE


CLASS 300P-B


BENCHMARK 2021-B25 MORTGAGE TRUST


COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES


SERIES 2021-B25, CLASS 300P-B


[THIS CERTIFICATE IS A TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR
ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE AMAZON SEATTLE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE LOAN-SPECIFIC
INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NONE OF THE



______________________



1   Temporary
Regulation S Book-Entry Certificate legend.


2   Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


3    Book-Entry
Certificate legend.


 




    A-27-1 


    	 



    

CERTIFICATES, THE UNDERLYING MORTGAGE
LOANS OR THE TRUST SUBORDINATE COMPANION LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF
THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTION
THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO
AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D
UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE AMAZON SEATTLE TRUST
SUBORDINATE COMPANION LOAN FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS
ON THE TRUST SUBORDINATE COMPANION LOAN THAT RESULTED IN A REDUCTION OF THE AMAZON SEATTLE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY,
THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.




    A-27-2 


    	 



    

 


	
        PASS-THROUGH RATE: THE NET MORTGAGE RATE OF THE AMAZON SEATTLE
        TRUST SUBORDINATE COMPANION LOAN4

        DENOMINATION: $[______]

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF APRIL 1, 2021

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

        CLOSING DATE: APRIL 29, 2021

        FIRST DISTRIBUTION DATE:

        MAY 17, 2021

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS 300P-B CERTIFICATES

        AS OF THE CLOSING DATE: $43,433,000
	
        MASTER SERVICER: MIDLAND LOAN
        SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

        AMAZON SEATTLE SPECIAL SERVICER:
        SITUS HOLDINGS, LLC

        TRUSTEE: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

        CERTIFICATE ADMINISTRATOR: WELLS
        FARGO BANK, NATIONAL ASSOCIATION

        OPERATING
        ADVISOR: pentalpha surveillance LLC

        ASSET REPRESENTATIONS REVIEWER:
        pentalpha surveillance LLC

        CUSIP NO.: [08163D BT3]5

        [U0743D AR1]6

        [08163D BU0]7

        ISIN NO.: [US08163DBT37]8

        [USU0743DAR18]9

        [US08163DBU00]10

        COMMON CODE NO.: [233917095]11

        [233917133]12

        CERTIFICATE NO.: [300P-B-1] [300P-B-S-1]

	 	 




 ______________________


4   The initial
approximate Pass-Through Rate as of the Closing Date is 2.994%.


5   For Rule
144A Certificates


6   For Regulation
S Certificates


7   For IAI
Certificates


8   For Rule
144A Certificates


9   For Regulation
S Certificates


10   For IAI
Certificates


11   For Rule
144A Certificates


12   For
Regulation S Certificates 


 




    A-27-3 


    	 



    

CLASS 300P-B CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and two
subordinate companion loans (the “Trust Subordinate Companion Loans”), all payments on or collections in respect
of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-off Date, all REO Properties and revenues received
in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loans and such amounts as shall from time
to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Pooled Non-VRR Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


GS MORTGAGE SECURITIES CORPORATION
II


THIS CERTIFIES THAT CEDE & CO. is
the registered owner of the interest evidenced by this Certificate in the Class 300P-B Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling and Servicing Agreement”),
among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Amazon Seattle
Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain
of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate is
one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class 300P-B Certificates. The Certificates are designated as the BENCHMARK
2021-B25 MORTGAGE TRUST Commercial Mortgage Pass-Through Certificates, Series 2021-B25 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates and the Pooled RR Interest will evidence in the aggregate 100%
of the beneficial ownership of the Trust.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.




    A-27-4 


    	 



    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class 300P-B Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Amazon Seattle Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


Realized Losses and
certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loans shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinate Companion Loans allocated to any Class of Certificates will be allocated pro rata among
the outstanding Certificates of such Class.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries respecting the Amazon Seattle Trust Subordinate
Companion Loan, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders
of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account)
or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds
in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other
than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and the Trust Subordinate Companion Loans and administration of the Trust.


All distributions
under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set
forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator
with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(i) of the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate




    A-27-5 


    	 



    

for registration of transfer at the
office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms
of the Pooling and Servicing Agreement, the Class 300P-B Certificates will be issued in book-entry form through the facilities
of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service
charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of
any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection
with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the
cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor
or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the
Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum
sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special
Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders, the Pooled
RR Interest Owner or the Companion Holders:


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Pooled RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which
may be defective or inconsistent with any other provisions therein or to correct any error;


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
or the Pooled RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder, the Pooled RR Interest Owner or
Companion Holder;




    A-27-6 


    	 



    

(v)         
 to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the Pooled RR Interest Owner (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder, the Pooled RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision
or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect
to a Serviced Whole Loan, a Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;


(vii)         
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan
Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of any Certificateholder or the Pooled RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion
of Counsel;


(viii)         
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee
and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition
may change in any manner the rights or obligations of the Amazon




    A-27-7 


    	 



    

Seattle Retaining Third Party
Purchaser under the Pooling and Servicing Agreement or the related risk retention agreement without the consent of the Amazon Seattle
Retaining Third Party Purchaser.


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller,
(B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent or (C) may
materially and adversely affect the Pooled RR Interest Owner without the Pooled RR Interest Owner’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Pooled RR Interest Owner (if affected
by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders,
in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the Pooled RR Interest Owner; provided, however,
that no such amendment shall:


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loans that are required to be distributed on a Certificate of any Class or the Pooled RR Interest without the consent
of the Holder of the Certificate or the Pooled RR Interest Owner or which are required to be distributed to a Companion Holder
without the consent of such Companion Holder; or


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the SOMA Teleco Office Loan-Specific Certificates
or Amazon Seattle Loan-Specific Certificates, in any such case without the consent of the Holders of all Certificates of such Class
then outstanding or such Companion Holders, as applicable; or


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


(v)         
amend the Servicing Standard without, in each case, without the consent of 100% of the Certificateholders and the Pooled
RR Interest Owner or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan,
receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related
Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the applicable Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other
specified person in accordance with such amendment will not 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. Furthermore, no amendment to the Pooling and Servicing
Agreement may be made that changes in any material adverse respect the rights of the SOMA Teleco Office Loan-Specific Certificates
or the Amazon Seattle Loan-Specific Certificates, as applicable, without the consent of such Class and no amendment to the Pooling
and




    A-27-8 


    	 



    

Servicing Agreement may be made that
changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender
Agreement without the consent of the holder of the related Pari Passu Companion Loan(s).


The Holders of the
majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class R Certificates
representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no
less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties
to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise
of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this calculation, if an ARD Loan is still
an asset of the Trust Fund and such right is being exercised after its respective Anticipated Repayment Date, then such Mortgage
Loan will be excluded from the then-aggregate Stated Principal Balance of the Mortgage Loans and from the aggregate Cut-off Date
Principal Balance of the Mortgage Loans).


Following the date
on which 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 are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to
zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates
(other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest), the Sole Owner shall have the right
to exchange all of its Certificates (other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest for
all of the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product
of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates,
the Class S Certificates and the Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loans.


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-27-9 


    	 



    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


		Dated:	April 29, 2021



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF
THE CLASS 300P-B CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY











    A-27-10 


    	 



    

ABBREVIATIONS


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	
        TEN COM
        TEN ENT

        JT TEN
	-

-

-


	
        as tenant in common

        as tenants by the entireties

        as joint tenants with rights of survivorship and not as tenants
        in common
	 	UNIF GIFT MIN ACT ____________  Custodian



                                                                             (Cust)

                           Under Uniform Gifts to Minors

                           Act __________________________

                                   (State)    



Additional abbreviations
may also be used though not in the above list.


FORM OF TRANSFER





	 	
FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto 

	 




(Please insert Social Security or other identifying
number of Assignee)



(Please print or typewrite name and address
of assignee)



the within Certificate and does hereby
or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust,
with full power of substitution in the premises.


 


	Dated:                      	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 


	 
	SIGNATURE GUARANTEED


The signature must be guaranteed by
a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.


 




    A-27-11 


    	 



    

DISTRIBUTION INSTRUCTIONS


The assignee should
include the following for purposes of distribution:


Distributions shall
be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.




    A-27-12 


    	 



    

EXHIBIT A-28


FORM OF CLASS 300P-C CERTIFICATE


CLASS 300P-C


BENCHMARK 2021-B25 MORTGAGE TRUST


COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES


SERIES 2021-B25, CLASS 300P-C


[THIS CERTIFICATE IS A TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR
ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE AMAZON SEATTLE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE LOAN-SPECIFIC
INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NONE OF THE



______________________



1   Temporary
Regulation S Book-Entry Certificate legend.


2   Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


3    Book-Entry
Certificate legend.


 




    A-28-1 


    	 



    

CERTIFICATES, THE UNDERLYING MORTGAGE
LOANS OR THE TRUST SUBORDINATE COMPANION LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF
THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTION
THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO
AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D
UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATIONS SECTION 2510.3-101,
AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL
ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III
OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION,
HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE
BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT
IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE 




    A-28-2 


    	 



    

AND WILL BE INCREASED BY RECOVERIES
ON THE AMAZON SEATTLE TRUST SUBORDINATE COMPANION LOAN FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY
REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE AMAZON SEATTLE TRUST SUBORDINATE COMPANION LOAN THAT RESULTED IN A REDUCTION OF THE
AMAZON SEATTLE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET
FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.




    A-28-3 


    	 



    

 


	
        PASS-THROUGH RATE: THE NET MORTGAGE RATE OF THE AMAZON SEATTLE
        TRUST SUBORDINATE COMPANION LOAN4

        DENOMINATION: $[______]

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF APRIL 1, 2021

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

        CLOSING DATE: APRIL 29, 2021

        FIRST DISTRIBUTION DATE:

        MAY 17, 2021

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS 300P-C CERTIFICATES

        AS OF THE CLOSING DATE: $43,809,000
	
        MASTER SERVICER: MIDLAND LOAN
        SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

        AMAZON SEATTLE SPECIAL SERVICER:
        SITUS HOLDINGS, LLC

        TRUSTEE: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

        OPERATING ADVISOR: PENTALPHA
        SURVEILLANCE LLC

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

        CUSIP NO.: [08163D BV8]5

        [U0743D AS9]6

        [08163D BW6]7

        ISIN NO.: [US08163DBV82]8

        [USU0743DAS90]9

        [US08163DBW65]10

        COMMON CODE NO.: [233917141]11

        [233917150]12

        CERTIFICATE NO.: [300P-C-1] [300P-C-S-1]

	 	 



 ______________________


4   The initial
approximate Pass-Through Rate as of the Closing Date is 2.994%.


5   For Rule
144A Certificates


6   For Regulation
S Certificates


7   For IAI
Certificates


8   For Rule
144A Certificates


9   For Regulation
S Certificates


10   For IAI
Certificates


11   For Rule
144A Certificates


12   For
Regulation S Certificates 


 




    A-28-4 


    	 



    

CLASS 300P-C CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and two
subordinate companion loans (the “Trust Subordinate Companion Loans”), all payments on or collections in respect
of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-off Date, all REO Properties and revenues received
in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loans and such amounts as shall from time
to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Pooled Non-VRR Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


GS MORTGAGE SECURITIES CORPORATION
II


THIS CERTIFIES THAT CEDE & CO. is
the registered owner of the interest evidenced by this Certificate in the Class 300P-C Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling and Servicing Agreement”),
among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Amazon Seattle
Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain
of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate is
one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class 300P-C Certificates. The Certificates are designated as the BENCHMARK
2021-B25 MORTGAGE TRUST Commercial Mortgage Pass-Through Certificates, Series 2021-B25 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates and the Pooled RR Interest will evidence in the aggregate 100%
of the beneficial ownership of the Trust.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.




    A-28-5 


    	 



    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class 300P-C Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Amazon Seattle Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


Realized Losses and
certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loans shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinate Companion Loans allocated to any Class of Certificates will be allocated pro rata among
the outstanding Certificates of such Class.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries respecting the Amazon Seattle Trust Subordinate
Companion Loan, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders
of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account)
or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds
in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other
than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and the Trust Subordinate Companion Loans and administration of the Trust.


All distributions
under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set
forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator
with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(i) of the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate




    A-28-6 


    	 



    

for registration of transfer at the
office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms
of the Pooling and Servicing Agreement, the Class 300P-C Certificates will be issued in book-entry form through the facilities
of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service
charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of
any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection
with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the
cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor
or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the
Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum
sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special
Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders, the Pooled
RR Interest Owner or the Companion Holders:


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Pooled RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which
may be defective or inconsistent with any other provisions therein or to correct any error;


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
or the Pooled RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder, the Pooled RR Interest Owner or
Companion Holder;




    A-28-7 


    	 



    

(v)         
 to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the Pooled RR Interest Owner (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder, the Pooled RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision
or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect
to a Serviced Whole Loan, a Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;


(vii)         
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan
Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of any Certificateholder or the Pooled RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion
of Counsel;


(viii)         
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee
and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition
may change in any manner the rights or obligations of the Amazon




    A-28-8 


    	 



    

Seattle Retaining Third Party
Purchaser under the Pooling and Servicing Agreement or the related risk retention agreement without the consent of the Amazon Seattle
Retaining Third Party Purchaser.


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller,
(B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent or (C) may
materially and adversely affect the Pooled RR Interest Owner without the Pooled RR Interest Owner’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Pooled RR Interest Owner (if affected
by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders,
in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the Pooled RR Interest Owner; provided, however,
that no such amendment shall:


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loans that are required to be distributed on a Certificate of any Class or the Pooled RR Interest without the consent
of the Holder of the Certificate or the Pooled RR Interest Owner or which are required to be distributed to a Companion Holder
without the consent of such Companion Holder; or


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the SOMA Teleco Office Loan-Specific Certificates
or Amazon Seattle Loan-Specific Certificates, in any such case without the consent of the Holders of all Certificates of such Class
then outstanding or such Companion Holders, as applicable; or


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


(v)         
amend the Servicing Standard without, in each case, without the consent of 100% of the Certificateholders and the Pooled
RR Interest Owner or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan,
receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related
Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the applicable Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other
specified person in accordance with such amendment will not 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. Furthermore, no amendment to the Pooling and Servicing
Agreement may be made that changes in any material adverse respect the rights of the SOMA Teleco Office Loan-Specific Certificates
or the Amazon Seattle Loan-Specific Certificates, as applicable, without the consent of such Class and no amendment to the Pooling
and




    A-28-9 


    	 



    

Servicing Agreement may be made that
changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender
Agreement without the consent of the holder of the related Pari Passu Companion Loan(s).


The Holders of the
majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class R Certificates
representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no
less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties
to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise
of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this calculation, if an ARD Loan is still
an asset of the Trust Fund and such right is being exercised after its respective Anticipated Repayment Date, then such Mortgage
Loan will be excluded from the then-aggregate Stated Principal Balance of the Mortgage Loans and from the aggregate Cut-off Date
Principal Balance of the Mortgage Loans).


Following the date
on which 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 are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to
zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates
(other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest), the Sole Owner shall have the right
to exchange all of its Certificates (other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest for
all of the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product
of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates,
the Class S Certificates and the Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loans.


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-28-10 


    	 



    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


		Dated:	April 29, 2021



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF
THE CLASS 300P-C CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY







    A-28-11 


    	 



    

ABBREVIATIONS


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	
        TEN COM
        TEN ENT

        JT TEN
	-

-

-


	
        as tenant in common

        as tenants by the entireties

        as joint tenants with rights of survivorship and not as tenants
        in common
	 	UNIF GIFT MIN ACT ____________  Custodian



                                                                             (Cust)

                           Under Uniform Gifts to Minors

                           Act __________________________

                                   (State)    



Additional abbreviations
may also be used though not in the above list.


FORM OF TRANSFER





	 	
FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto 

	 




(Please insert Social Security or other identifying
number of Assignee)



(Please print or typewrite name and address
of assignee)



the within Certificate and does hereby
or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust,
with full power of substitution in the premises.


 


	Dated:                      	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 


	 
	SIGNATURE GUARANTEED


The signature must be guaranteed by
a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.


 




    A-28-12 


    	 



    

DISTRIBUTION INSTRUCTIONS


The assignee should
include the following for purposes of distribution:


Distributions shall
be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.




    A-28-13 


    	 



    

EXHIBIT A-29


FORM OF CLASS 300P-D CERTIFICATE


CLASS 300P-D


BENCHMARK 2021-B25 MORTGAGE TRUST


COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES


SERIES 2021-B25, CLASS 300P-D


[THIS CERTIFICATE IS A TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR
ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE AMAZON SEATTLE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE LOAN-SPECIFIC
INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NONE OF THE



______________________



1   Temporary
Regulation S Book-Entry Certificate legend.


2   Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


3    Book-Entry
Certificate legend.


 




    A-29-1 


    	 



    

CERTIFICATES, THE UNDERLYING MORTGAGE
LOANS OR THE TRUST SUBORDINATE COMPANION LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF
THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTION
THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO
AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D
UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATIONS SECTION 2510.3-101,
AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL
ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III
OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION,
HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE
BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT
IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE 




    A-29-2 


    	 



    

AND WILL BE INCREASED BY RECOVERIES
ON THE AMAZON SEATTLE TRUST SUBORDINATE COMPANION LOAN FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY
REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE AMAZON SEATTLE TRUST SUBORDINATE COMPANION LOAN THAT RESULTED IN A REDUCTION OF THE
AMAZON SEATTLE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET
FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.




    A-29-3 


    	 



    

 


	
        PASS-THROUGH RATE: THE NET MORTGAGE RATE OF THE AMAZON SEATTLE
        TRUST SUBORDINATE COMPANION LOAN4

        DENOMINATION: $[______]

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF APRIL 1, 2021

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

        CLOSING DATE: APRIL 29, 2021

        FIRST DISTRIBUTION DATE:

        MAY 17, 2021

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS 300P-D CERTIFICATES

        AS OF THE CLOSING DATE: $41,917,000
	
        MASTER SERVICER: MIDLAND LOAN
        SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

        AMAZON SEATTLE SPECIAL SERVICER:
        SITUS HOLDINGS, LLC

        TRUSTEE: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

        OPERATING ADVISOR: PENTALPHA
        SURVEILLANCE LLC

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

        CUSIP NO.: [08163D BX4]5

        [U0743D AT7]6

        [08163D BY2]7

        ISIN NO.: [US08163DBX49]8

        [USU0743DAT73]9

        [US08163DBY22]10

        COMMON CODE NO.: [233917109]11

        [233917192]12

        CERTIFICATE NO.: [300P-D-1] [300P-D-S-1]

	 	 



 


 ______________________


4   The initial
approximate Pass-Through Rate as of the Closing Date is 2.994%.


5   For Rule
144A Certificates


6   For Regulation
S Certificates


7   For IAI
Certificates


8   For Rule
144A Certificates


9   For Regulation
S Certificates


10   For IAI
Certificates


11   For Rule
144A Certificates


12   For
Regulation S Certificates


 




    A-29-4 


    	 



    

CLASS 300P-D CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and two
subordinate companion loans (the “Trust Subordinate Companion Loans”), all payments on or collections in respect
of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-off Date, all REO Properties and revenues received
in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loans and such amounts as shall from time
to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Pooled Non-VRR Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


GS MORTGAGE SECURITIES CORPORATION
II


THIS CERTIFIES THAT CEDE & CO. is
the registered owner of the interest evidenced by this Certificate in the Class 300P-D Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling and Servicing Agreement”),
among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Amazon Seattle
Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain
of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate is
one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class 300P-D Certificates. The Certificates are designated as the BENCHMARK
2021-B25 MORTGAGE TRUST Commercial Mortgage Pass-Through Certificates, Series 2021-B25 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates and the Pooled RR Interest will evidence in the aggregate 100%
of the beneficial ownership of the Trust.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.




    A-29-5 


    	 



    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class 300P-D Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Amazon Seattle Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


Realized Losses and
certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loans shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinate Companion Loans allocated to any Class of Certificates will be allocated pro rata among
the outstanding Certificates of such Class.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries respecting the Amazon Seattle Trust Subordinate
Companion Loan, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders
of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account)
or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds
in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other
than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and the Trust Subordinate Companion Loans and administration of the Trust.


All distributions
under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set
forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator
with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(i) of the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate




    A-29-6 


    	 



    

for registration of transfer at the
office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms
of the Pooling and Servicing Agreement, the Class 300P-D Certificates will be issued in book-entry form through the facilities
of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service
charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of
any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection
with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the
cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor
or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the
Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum
sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special
Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders, the Pooled
RR Interest Owner or the Companion Holders:


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Pooled RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which
may be defective or inconsistent with any other provisions therein or to correct any error;


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
or the Pooled RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder, the Pooled RR Interest Owner or
Companion Holder;




    A-29-7 


    	 



    

(v)         
 to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the Pooled RR Interest Owner (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder, the Pooled RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision
or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect
to a Serviced Whole Loan, a Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;


(vii)         
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan
Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of any Certificateholder or the Pooled RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion
of Counsel;


(viii)         
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee
and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition
may change in any manner the rights or obligations of the Amazon




    A-29-8 


    	 



    

Seattle Retaining Third Party
Purchaser under the Pooling and Servicing Agreement or the related risk retention agreement without the consent of the Amazon Seattle
Retaining Third Party Purchaser.


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller,
(B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent or (C) may
materially and adversely affect the Pooled RR Interest Owner without the Pooled RR Interest Owner’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Pooled RR Interest Owner (if affected
by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders,
in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the Pooled RR Interest Owner; provided, however,
that no such amendment shall:


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loans that are required to be distributed on a Certificate of any Class or the Pooled RR Interest without the consent
of the Holder of the Certificate or the Pooled RR Interest Owner or which are required to be distributed to a Companion Holder
without the consent of such Companion Holder; or


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the SOMA Teleco Office Loan-Specific Certificates
or Amazon Seattle Loan-Specific Certificates, in any such case without the consent of the Holders of all Certificates of such Class
then outstanding or such Companion Holders, as applicable; or


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


(v)         
amend the Servicing Standard without, in each case, without the consent of 100% of the Certificateholders and the Pooled
RR Interest Owner or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan,
receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related
Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the applicable Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other
specified person in accordance with such amendment will not 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. Furthermore, no amendment to the Pooling and Servicing
Agreement may be made that changes in any material adverse respect the rights of the SOMA Teleco Office Loan-Specific Certificates
or the Amazon Seattle Loan-Specific Certificates, as applicable, without the consent of such Class and no amendment to the Pooling
and




    A-29-9 


    	 



    

Servicing Agreement may be made that
changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender
Agreement without the consent of the holder of the related Pari Passu Companion Loan(s).


The Holders of the
majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class R Certificates
representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no
less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties
to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise
of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this calculation, if an ARD Loan is still
an asset of the Trust Fund and such right is being exercised after its respective Anticipated Repayment Date, then such Mortgage
Loan will be excluded from the then-aggregate Stated Principal Balance of the Mortgage Loans and from the aggregate Cut-off Date
Principal Balance of the Mortgage Loans).


Following the date
on which 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 are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to
zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates
(other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest), the Sole Owner shall have the right
to exchange all of its Certificates (other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest for
all of the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product
of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates,
the Class S Certificates and the Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loans.


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-29-10 


    	 



    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


		Dated:	April 29, 2021



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF
THE CLASS 300P-D CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY







    A-29-11 


    	 



    

ABBREVIATIONS


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	
        TEN COM
        TEN ENT

        JT TEN
	-

-

-


	
        as tenant in common

        as tenants by the entireties

        as joint tenants with rights of survivorship and not as tenants
        in common
	 	UNIF GIFT MIN ACT ____________  Custodian



                                                                             (Cust)

                           Under Uniform Gifts to Minors

                           Act __________________________

                                   (State)    



Additional abbreviations
may also be used though not in the above list.


FORM OF TRANSFER





	 	
FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto 

	 




(Please insert Social Security or other identifying
number of Assignee)



(Please print or typewrite name and address
of assignee)



the within Certificate and does hereby
or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust,
with full power of substitution in the premises.


 


	Dated:                      	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 


	 
	SIGNATURE GUARANTEED


The signature must be guaranteed by
a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.


 




    A-29-12 


    	 



    

DISTRIBUTION INSTRUCTIONS


The assignee should
include the following for purposes of distribution:


Distributions shall
be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.




    A-29-13 


    	 



    

EXHIBIT A-30


FORM OF CLASS 300P-E CERTIFICATE


CLASS 300P-E


BENCHMARK 2021-B25 MORTGAGE TRUST


COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES


SERIES 2021-B25, CLASS 300P-E


[THIS CERTIFICATE IS A TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR
ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE AMAZON SEATTLE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE LOAN-SPECIFIC
INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NONE OF THE



______________________



1   Temporary
Regulation S Book-Entry Certificate legend.


2   Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


3    Book-Entry
Certificate legend.


 




    A-30-1 


    	 



    

CERTIFICATES, THE UNDERLYING MORTGAGE
LOANS OR THE TRUST SUBORDINATE COMPANION LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF
THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTION
THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO
AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D
UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATIONS SECTION 2510.3-101,
AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL
ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III
OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION,
HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE
BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT
IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE 




    A-30-2 


    	 



    

AND WILL BE INCREASED BY RECOVERIES
ON THE AMAZON SEATTLE TRUST SUBORDINATE COMPANION LOAN FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY
REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE AMAZON SEATTLE TRUST SUBORDINATE COMPANION LOAN THAT RESULTED IN A REDUCTION OF THE
AMAZON SEATTLE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET
FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.




    A-30-3 


    	 



    

 


	
        PASS-THROUGH RATE: THE NET MORTGAGE RATE OF THE AMAZON SEATTLE
        TRUST SUBORDINATE COMPANION LOAN4

        DENOMINATION: $[______]

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF APRIL 1, 2021

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

        CLOSING DATE: APRIL 29, 2021

        FIRST DISTRIBUTION DATE:

        MAY 17, 2021

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS 300P-E CERTIFICATES

        AS OF THE CLOSING DATE: $3,495,000
	
        MASTER SERVICER: MIDLAND LOAN
        SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

        AMAZON SEATTLE SPECIAL SERVICER:
        SITUS HOLDINGS, LLC

        TRUSTEE: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

        OPERATING ADVISOR: PENTALPHA
        SURVEILLANCE LLC

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

        CUSIP NO.: [08163D BZ9]5

        [U0743D AU4]6

        [08163D CA3]7

        ISIN NO.: [US08163DBZ96]8

        [USU0743DAU47]9

        [US08163DCA37]10

        COMMON CODE NO.: [233917125]11

        [233917168]12

        CERTIFICATE NO.: [300P-E-1] [300P-E-S-1]

	 	 



 


 ______________________


4   The initial
approximate Pass-Through Rate as of the Closing Date is 2.994%.


5   For Rule
144A Certificates


6   For Regulation
S Certificates


7   For IAI
Certificates


8   For Rule
144A Certificates


9   For Regulation
S Certificates


10   For IAI
Certificates


11   For Rule
144A Certificates


12   For
Regulation S Certificates


 




    A-30-4 


    	 



    

CLASS 300P-E CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and two
subordinate companion loans (the “Trust Subordinate Companion Loans”), all payments on or collections in respect
of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-off Date, all REO Properties and revenues received
in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loans and such amounts as shall from time
to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Pooled Non-VRR Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


GS MORTGAGE SECURITIES CORPORATION
II


THIS CERTIFIES THAT CEDE & CO. is
the registered owner of the interest evidenced by this Certificate in the Class 300P-E Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling and Servicing Agreement”),
among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Amazon Seattle
Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain
of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate is
one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class 300P-E Certificates. The Certificates are designated as the BENCHMARK
2021-B25 MORTGAGE TRUST Commercial Mortgage Pass-Through Certificates, Series 2021-B25 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates and the Pooled RR Interest will evidence in the aggregate 100%
of the beneficial ownership of the Trust.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.




    A-30-5 


    	 



    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class 300P-E Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Amazon Seattle Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


Realized Losses and
certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loans shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinate Companion Loans allocated to any Class of Certificates will be allocated pro rata among
the outstanding Certificates of such Class.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries respecting the Amazon Seattle Trust Subordinate
Companion Loan, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders
of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account)
or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds
in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other
than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and the Trust Subordinate Companion Loans and administration of the Trust.


All distributions
under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set
forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator
with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(i) of the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate




    A-30-6 


    	 



    

for registration of transfer at the
office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


Subject to the terms
of the Pooling and Servicing Agreement, the Class 300P-E Certificates will be issued in book-entry form through the facilities
of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service
charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of
any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection
with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the
cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor
or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the
Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum
sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special
Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders, the Pooled
RR Interest Owner or the Companion Holders:


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Pooled RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which
may be defective or inconsistent with any other provisions therein or to correct any error;


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
or the Pooled RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder, the Pooled RR Interest Owner or
Companion Holder;




    A-30-7 


    	 



    

(v)         
 to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the Pooled RR Interest Owner (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder, the Pooled RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision or addition,
as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect to a Serviced
Whole Loan, a Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;


(vii)         
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan
Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the interests of any
Certificateholder or the Pooled RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion of
Counsel;


(viii)         
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee
and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition
may change in any manner the rights or obligations of the Amazon




    A-30-8 


    	 



    

Seattle Retaining Third Party
Purchaser under the Pooling and Servicing Agreement or the related risk retention agreement without the consent of the Amazon Seattle
Retaining Third Party Purchaser.


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller,
(B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent or (C) may
materially and adversely affect the Pooled RR Interest Owner without the Pooled RR Interest Owner’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Pooled RR Interest Owner (if affected
by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders,
in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the Pooled RR Interest Owner; provided, however,
that no such amendment shall:


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loans that are required to be distributed on a Certificate of any Class or the Pooled RR Interest without the consent
of the Holder of the Certificate or the Pooled RR Interest Owner or which are required to be distributed to a Companion Holder
without the consent of such Companion Holder; or


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the SOMA Teleco Office Loan-Specific Certificates
or Amazon Seattle Loan-Specific Certificates, in any such case without the consent of the Holders of all Certificates of such Class
then outstanding or such Companion Holders, as applicable; or


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


(v)         
amend the Servicing Standard without, in each case, without the consent of 100% of the Certificateholders and the Pooled
RR Interest Owner or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan,
receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related
Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the applicable Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other
specified person in accordance with such amendment will not 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. Furthermore, no amendment to the Pooling and Servicing
Agreement may be made that changes in any material adverse respect the rights of the SOMA Teleco Office Loan-Specific Certificates
or the Amazon Seattle Loan-Specific Certificates, as applicable, without the consent of such Class and no amendment to the Pooling
and




    A-30-9 


    	 



    

Servicing Agreement may be made that
changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender
Agreement without the consent of the holder of the related Pari Passu Companion Loan(s).


The Holders of the
majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class R Certificates
representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no
less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties
to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise
of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this calculation, if an ARD Loan is still
an asset of the Trust Fund and such right is being exercised after its respective Anticipated Repayment Date, then such Mortgage
Loan will be excluded from the then-aggregate Stated Principal Balance of the Mortgage Loans and from the aggregate Cut-off Date
Principal Balance of the Mortgage Loans).


Following the date
on which 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 are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to
zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates
(other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest), the Sole Owner shall have the right
to exchange all of its Certificates (other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest for
all of the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product
of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates,
the Class S Certificates and the Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loans.


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-30-10 


    	 



    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


		Dated:	April 29, 2021



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF
THE CLASS 300P-E CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY







    A-30-11 


    	 



    

ABBREVIATIONS


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	
        TEN COM
        TEN ENT

        JT TEN
	-

-

-


	
        as tenant in common

        as tenants by the entireties

        as joint tenants with rights of survivorship and not as tenants
        in common
	 	UNIF GIFT MIN ACT ____________  Custodian



                                                                             (Cust)

                           Under Uniform Gifts to Minors

                           Act __________________________

                                   (State)    



Additional abbreviations
may also be used though not in the above list.


FORM OF TRANSFER





	 	
FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto 

	 




(Please insert Social Security or other identifying
number of Assignee)



(Please print or typewrite name and address
of assignee)



the within Certificate and does hereby
or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust,
with full power of substitution in the premises.


 


	Dated:                      	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 


	 
	SIGNATURE GUARANTEED


The signature must be guaranteed by
a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.


 




    A-30-12 


    	 



    

DISTRIBUTION INSTRUCTIONS


The assignee should
include the following for purposes of distribution:


Distributions shall
be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.




    A-30-13 


    	 



    

EXHIBIT A-31


FORM OF CLASS 300P-RR CERTIFICATE


CLASS 300P-RR


BENCHMARK 2021-B25 MORTGAGE TRUST


COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES


SERIES 2021-B25, CLASS 300P-RR


THIS CERTIFICATE IS SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERS, HEDGING AND PLEDGING PURSUANT TO THE RISK RETENTION RULE. THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH THE TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. THE CERTIFICATE REGISTRAR SHALL REFUSE
TO REGISTER THE TRANSFER OF THIS CERTIFICATE UNLESS SUCH TRANSFER IS IN ACCORDANCE WITH SECTION 5.03(I) OF THE POOLING AND SERVICING
AGREEMENT.


[THIS CERTIFICATE IS A TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR
ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[FOR BOOK-ENTRY CERTIFICATES AND
SOLELY FOLLOWING THE AMAZON SEATTLE LOAN-SPECIFIC Transfer Restriction Period:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


[FOR BOOK-ENTRY CERTIFICATES AND
SOLELY FOLLOWING THE AMAZON SEATTLE LOAN-SPECIFIC Transfer Restriction Period:
TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR
THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND


______________________ 





1   Temporary
Regulation S Book-Entry Certificate legend.


2   Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 




    A-31-1 


    	 



    

TRANSFERS OF BENEFICIAL INTERESTS
IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE AMAZON SEATTLE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE LOAN-SPECIFIC
INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NONE OF THE CERTIFICATES, THE UNDERLYING MORTGAGE
LOANS OR THE TRUST SUBORDINATE COMPANION LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF
THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTION
THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO
AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D
UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATIONS SECTION 2510.3-101,
AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL
ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, 


 _______________________


3   Book-Entry
Certificate legend.


 




    A-31-2 


    	 



    

AND (II) ALL CONDITIONS OF SECTIONS
I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S
ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS
CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE
RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE AMAZON SEATTLE TRUST
SUBORDINATE COMPANION LOAN FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS
ON THE TRUST SUBORDINATE COMPANION LOAN THAT RESULTED IN A REDUCTION OF THE AMAZON SEATTLE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY,
THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.




    A-31-3 


    	 



    

 


	
        PASS-THROUGH RATE: THE NET MORTGAGE RATE OF THE AMAZON SEATTLE
        TRUST SUBORDINATE COMPANION LOAN4

        DENOMINATION: $[______]

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF APRIL 1, 2021

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

        CLOSING DATE: APRIL 29, 2021

        FIRST DISTRIBUTION DATE:

        MAY 17, 2021

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS 300P-RR CERTIFICATES

        AS OF THE CLOSING DATE: $9,250,000
	
        MASTER SERVICER: MIDLAND LOAN
        SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

        AMAZON SEATTLE SPECIAL SERVICER:
        SITUS HOLDINGS, LLC

        TRUSTEE: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

        OPERATING ADVISOR: PENTALPHA
        SURVEILLANCE LLC

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

        CUSIP NO.: [08163D CB1]5

        [U0743D AV2]6

        [08163D CC9]7

        ISIN NO.: [US08163DCB10]8

        [USU0743DAV20]9

        [US08163DCC92]10

        CERTIFICATE NO.: [300P-RR-1]

	 	 


_____________________


4    The
initial approximate Pass-Through Rate as of the Closing Date is 2.994%.


5
   For Rule 144A Certificates


6
   For Regulation S Certificates


7
   For IAI Certificates


8
   For Rule 144A Certificates


9
   For Regulation S Certificates


10
  For IAI Certificates


 




    A-31-4 


    	 



    

CLASS 300P-RR CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and two
subordinate companion loans (the “Trust Subordinate Companion Loans”), all payments on or collections in respect
of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-off Date, all REO Properties and revenues received
in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loans and such amounts as shall from time
to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Pooled Non-VRR Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


GS MORTGAGE SECURITIES CORPORATION
II


THIS CERTIFIES THAT [FOR BOOK-ENTRY
CERTIFICATES AND SOLELY FOLLOWING THE AMAZON SEATTLE TRANSFER RESTRICTION PERIOD: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES:
[______________]] is the registered owner of the interest evidenced by this Certificate in the Class 300P-RR Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling and
Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General
Special Servicer, the Amazon Seattle Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


This Certificate is
one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class 300P-RR Certificates. The Certificates are designated as the BENCHMARK
2021-B25 MORTGAGE TRUST Commercial Mortgage Pass-Through Certificates, Series 2021-B25 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates and the Pooled RR Interest will evidence in the aggregate 100%
of the beneficial ownership of the Trust.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling




    A-31-5 


    	 



    

and Servicing Agreement. All sums distributable
on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender
for the payment of public and private debts.


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class 300P-RR Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Amazon Seattle Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


Realized Losses and
certain other amounts on the Mortgage Loans and the Trust Subordinate Companion Loans shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinate Companion Loans allocated to any Class of Certificates will be allocated pro rata among
the outstanding Certificates of such Class.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries respecting the Amazon Seattle Trust Subordinate
Companion Loan, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders
of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account)
or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds
in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other
than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and the Trust Subordinate Companion Loans and administration of the Trust.


All distributions
under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set
forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator
with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(i) of the Pooling and Servicing Agreement.




    A-31-6 


    	 



    

As provided in the
Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


Subject to the terms
of the Pooling and Servicing Agreement, the Class 300P-RR Certificates will be issued in fully registered, certificated form in
minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service
charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of
any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection
with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the
cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor
or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the
Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum
sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the Amazon Seattle Special
Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders, the Pooled
RR Interest Owner or the Companion Holders:


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Pooled RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which
may be defective or inconsistent with any other provisions therein or to correct any error;


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
or the Pooled RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder, the Pooled RR Interest Owner or
Companion Holder;




    A-31-7 


    	 



    

(v)         
 to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the Pooled RR Interest Owner (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder, the Pooled RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision or addition,
as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect to a Serviced
Whole Loan, a Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;


(vii)         
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan
Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the interests of any
Certificateholder or the Pooled RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion of
Counsel;


(viii)         
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee
and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition
may change in any manner the rights or obligations of the Amazon




    A-31-8 


    	 



    

Seattle Retaining Third Party
Purchaser under the Pooling and Servicing Agreement or the related risk retention agreement without the consent of the Amazon Seattle
Retaining Third Party Purchaser.


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller,
(B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent or (C) may
materially and adversely affect the Pooled RR Interest Owner without the Pooled RR Interest Owner’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Pooled RR Interest Owner (if affected
by such amendment) and Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders,
in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the Pooled RR Interest Owner; provided, however,
that no such amendment shall:


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loans that are required to be distributed on a Certificate of any Class or the Pooled RR Interest without the consent
of the Holder of the Certificate or the Pooled RR Interest Owner or which are required to be distributed to a Companion Holder
without the consent of such Companion Holder; or


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the SOMA Teleco Office Loan-Specific Certificates
or Amazon Seattle Loan-Specific Certificates, in any such case without the consent of the Holders of all Certificates of such Class
then outstanding or such Companion Holders, as applicable; or


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


(v)         
amend the Servicing Standard without, in each case, without the consent of 100% of the Certificateholders and the Pooled
RR Interest Owner or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan,
receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related
Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the applicable Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other
specified person in accordance with such amendment will not 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. Furthermore, no amendment to the Pooling and Servicing
Agreement may be made that changes in any material adverse respect the rights of the SOMA Teleco Office Loan-Specific Certificates
or the Amazon Seattle Loan-Specific Certificates, as applicable, without the consent of such Class and no amendment to the Pooling
and




    A-31-9 


    	 



    

Servicing Agreement may be made that
changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender
Agreement without the consent of the holder of the related Pari Passu Companion Loan(s).


The Holders of the
majority of the Controlling Class, the General Special Servicer, the Master Servicer or the Holders of the Class R Certificates
representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no
less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties
to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise
of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this calculation, if an ARD Loan is still
an asset of the Trust Fund and such right is being exercised after its respective Anticipated Repayment Date, then such Mortgage
Loan will be excluded from the then-aggregate Stated Principal Balance of the Mortgage Loans and from the aggregate Cut-off Date
Principal Balance of the Mortgage Loans).


Following the date
on which 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 are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to
zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates
(other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest), the Sole Owner shall have the right
to exchange all of its Certificates (other than the Class S Certificates and Class R Certificates) and the Pooled RR Interest for
all of the Mortgage Loans, the Trust Subordinate Companion Loans and each REO Property remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product
of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates,
the Class S Certificates and the Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loans.


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-31-10 


    	 



    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


		Dated:	April 29, 2021



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF
THE CLASS 300P-RR CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY











    A-31-11 


    	 



    

ABBREVIATIONS


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	
        TEN COM
        TEN ENT

        JT TEN
	-

-

-


	
        as tenant in common

        as tenants by the entireties

        as joint tenants with rights of survivorship and not as tenants
        in common
	 	UNIF GIFT MIN ACT ____________  Custodian



                                                                             (Cust)

                           Under Uniform Gifts to Minors

                           Act __________________________

                                   (State)    



Additional abbreviations
may also be used though not in the above list.


FORM OF TRANSFER





	 	
FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto 

	 




(Please insert Social Security or other identifying
number of Assignee)



(Please print or typewrite name and address
of assignee)



the within Certificate and does hereby
or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust,
with full power of substitution in the premises.


 


	Dated:                      	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 


	 
	SIGNATURE GUARANTEED


The signature must be guaranteed by
a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.


 




    A-31-12 


    	 



    

DISTRIBUTION INSTRUCTIONS


The assignee should
include the following for purposes of distribution:


Distributions shall
be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.






    A-31-13 


    	 



    

 


 





EXHIBIT
B


 


MORTGAGE
LOAN SCHEDULE


 




    B-1 


     


    

	Benchmark 2021-B25	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Mortgage Loan Schedule - All Loan Sellers 	 	 	 	 	Total Cut-off Date Balance 1,209,397,624.74	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan ID Number	Footnotes	Property Name	Address	City	State	Zip Code	Mortgage Loan Rate (%)	Net Mortgage Loan Rate (%)	Original Balance ($)	Cut-Off Date Balance ($)	Maturity Date/ARD	Monthly Debt Service (P&I) ($)	Monthly Debt Service (IO) ($)	Servicing Fee Rate (%)	Non-Serviced Primary Servicing Fee Rate (%)	Interest Accrual Method	Ownership Interest	Mortgage Loan Seller	Letter of Credit	Due Date	Part of Whole Loan	Current Mezzanine or Subordinate Debt
	1	1, 2	Burlingame Point	300, 307, 311, 322, 333 Airport Boulevard	Burlingame	California	94010	3.01680%	3.00473%	120,000,000.00	120,000,000.00	7/6/2030	NAP	305,870.00	0.00125%	0.00250%	Actual/360	Fee	GSMC, GACC, JPMCB	No	6	Yes	Yes
	2	 	SOMA Teleco Office	274 Brannan Street	San Francisco	California	94107	3.66000%	3.64918%	102,500,000.00	102,500,000.00	4/6/2031	NAP	316,967.01	0.00250%	0.00000%	Actual/360	Fee	GACC	No	6	Yes	Yes
	2a	 	SOMA Teleco Office Rake	274 Brannan Street	San Francisco	California	94107	3.66000%	3.64938%	12,500,000.00	12,500,000.00	4/6/2031	NAP	38,654.51	0.00250%	0.00000%	Actual/360	Fee	GACC	No	6	Yes	Yes
	3a	 	Amazon Seattle Rake	300 Pine Street	Seattle	Washington	98101	3.004833%	2.994213%	155,100,000.00	155,100,000.00	4/6/2030	NAP	393,768.76	0.00250%	0.00000%	Actual/360	Fee	GACC	No	6	Yes	Yes
	3	3	Amazon Seattle	300 Pine Street	Seattle	Washington	98101	3.004833%	2.994013%	90,000,000.00	90,000,000.00	4/6/2030	NAP	228,492.51	0.00250%	0.00000%	Actual/360	Fee	GACC	No	6	Yes	Yes
	4	 	4800-4900 Fournace Place	4800-4900 Fournace Place	Bellaire	Texas	77401	3.35100%	3.32018%	56,500,000.00	56,500,000.00	4/6/2031	249,034.37	NAP	0.02250%	0.00000%	Actual/360	Fee	GSMC	No	6	No	No
	5	 	909 Third Avenue	909 Third Avenue	New York	New York	10022	3.23000%	3.21793%	50,000,000.00	50,000,000.00	4/6/2031	NAP	136,452.55	0.00125%	0.00250%	Actual/360	Leasehold	CREFI	No	6	Yes	Yes
	6	 	Phillips Point	777 South Flagler Drive	West Palm Beach	Florida	33401	3.340025%	3.329205%	48,520,000.00	48,520,000.00	2/6/2031	NAP	136,924.02	0.00125%	0.00125%	Actual/360	Fee	GSMC	No	6	Yes	Yes
	7	 	2600 El Camino Real	2600 El Camino Real	Palo Alto	California	94306	3.73400%	3.72318%	46,350,000.00	46,350,000.00	4/6/2031	NAP	146,228.89	0.00250%	0.00000%	Actual/360	Leasehold	GSMC	No	6	No	No
	8	 	175 Progress Place	175 Progress Place	Cincinnati	Ohio	45246	3.82000%	3.80918%	46,000,000.00	46,000,000.00	4/6/2031	214,864.44	148,467.13	0.00250%	0.00000%	Actual/360	Fee	CREFI	No	6	No	No
	9	 	Boston Scientific	780 Brookside Drive	Spencer 	Indiana	47460	3.29200%	3.28118%	39,725,850.00	39,725,850.00	4/6/2031	NAP	110,494.88	0.00250%	0.00000%	Actual/360	Fee	GACC	No	6	No	No
	10	 	1985 Marcus	1985 Marcus Avenue	New Hyde Park	New York	11042	3.85600%	3.84518%	37,000,000.00	37,000,000.00	4/6/2031	173,585.85	NAP	0.00250%	0.00000%	Actual/360	Fee	GSMC	No	6	Yes	No
	11	 	2501 Seaport	2501 Seaport Drive	Chester	Pennsylvania	19013	3.81000%	3.78918%	34,000,000.00	34,000,000.00	4/6/2031	158,619.11	NAP	0.01250%	0.00000%	Actual/360	Fee	CREFI	No	6	No	No
	12	 	100 Bradley	100 Bradley Hill Parkway	Blauvelt	New York	10913	3.69000%	3.67918%	32,500,000.00	32,500,000.00	4/6/2031	149,408.21	101,325.52	0.00250%	0.00000%	Actual/360	Fee	GACC	No	6	No	No
	13	 	618 Bushwick	616-638 Bushwick Avenue	Brooklyn	New York	11206	4.00400%	3.99318%	30,000,000.00	30,000,000.00	4/1/2028	NAP	101,490.28	0.00250%	0.00000%	Actual/360	Fee	JPMCB	No	1	No	No
	14	 	Amazon Campbellsville Fulfillment Center	1150 South Columbia Avenue	Campbellsville	Kentucky	42718	3.78000%	3.75918%	29,250,000.00	29,250,000.00	4/6/2031	NAP	93,417.19	0.01250%	0.00000%	Actual/360	Fee	CREFI	No	6	No	No
	15	 	30 Hudson Yards 67	500 West 33rd Street	New York	New York	10001	3.37100%	3.36018%	26,000,000.00	26,000,000.00	3/7/2031	NAP	74,052.75	0.00125%	0.00125%	Actual/360	Fee	JPMCB	No	7	Yes	No
	16	 	Nautica Pointe	9226 White Wing Drive	Ypsilanti	Michigan	48197	4.07500%	4.06418%	26,000,000.00	26,000,000.00	3/6/2031	NAP	89,517.94	0.00250%	0.00000%	Actual/360	Fee	GSMC	Yes ($1,422,821)	6	No	No
	17	 	The Galleria Office Towers	Various	Houston	Texas	77056	4.46000%	4.44918%	25,000,000.00	24,969,936.05	3/6/2031	126,077.84	NAP	0.00125%	0.00125%	Actual/360	 	CREFI, JPMCB	No	6	Yes	No
	17.01	 	Galleria Tower I	2700 Post Oak Boulevard	Houston	Texas	77056	 	 	11,560,081.11	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	17.02	 	Galleria Tower II	5051 Westheimer Road	Houston	Texas	77056	 	 	7,509,024.44	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	17.03	 	Galleria Financial Center	5065-5075 Westheimer Road	Houston	Texas	77056	 	 	5,930,894.44	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	18	 	GE Aviation New Hampshire	13 Industrial Park Drive	Hooksett	New Hampshire	03106	4.32300%	4.31218%	23,300,000.00	23,300,000.00	4/6/2031	NAP	85,104.06	0.00250%	0.00000%	Actual/360	Fee	GSMC	No	6	No	No
	19	 	2000 Collins Avenue	2000 Collins Avenue	Miami Beach	Florida	33139	3.94400%	3.93318%	22,100,000.00	22,100,000.00	4/1/2031	NAP	73,644.16	0.00250%	0.00000%	Actual/360	Fee	JPMCB	No	1	No	No
	20	 	U.S. Industrial Portfolio VI	Various	Various	Various	Various	3.71600%	3.70518%	21,000,000.00	21,000,000.00	3/6/2031	NAP	65,933.19	0.00125%	0.00125%	Actual/360	 	GSMC	No	6	Yes	No
	20.01	 	True Value	308 South Division Street	Harvard	Illinois	60033	 	 	5,615,555.56	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	20.02	 	Belnick	4350 Ball Ground Highway	Canton	Georgia	30114	 	 	4,495,555.56	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	20.03	 	Tufco - 3161 South Ridge Road	3161 South Ridge Road	Ashwaubenon	Wisconsin	54304	 	 	2,317,777.78	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	20.04	 	Pro Con - 109 Maplewood Drive	109 Maplewood Drive	Hazle Township	Pennsylvania	18202	 	 	2,009,777.78	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	20.05	 	Total Logistics	2900 Granada Lane North	Oakdale	Minnesota	55128	 	 	1,661,592.59	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	20.06	 	Pro Con - 2441 East Glendale Avenue	2441 East Glendale Avenue	Appleton	Wisconsin	54911	 	 	1,452,370.37	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	20.07	 	Amaray	1300 West Park Road	Elizabethtown	Kentucky	42701	 	 	1,415,296.30	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	20.08	 	Pro Con - 2430 East Glendale Avenue	2430 East Glendale Avenue	Appleton	Wisconsin	54911	 	 	1,033,925.93	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	20.09	 	Tufco - 1205 Burris Road	1205 Burris Road	Newton	North Carolina	28658	 	 	551,703.70	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	20.10	 	Tufco - 1055 Parkview Road	1055 Parkview Road	Ashwaubenon	Wisconsin	54304	 	 	446,444.44	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	21	 	JW Marriott Nashville	201 8th Avenue South	Nashville	Tennessee	37203	3.13900%	3.12818%	20,000,000.00	20,000,000.00	3/6/2030	NAP	53,043.29	0.00125%	0.00125%	Actual/360	Fee / Leasehold	GSMC	No	6	Yes	No
	22	 	The Promontory	11440 West Bernardo Court	San Diego	California	92127	3.65200%	3.61118%	19,975,000.00	19,975,000.00	4/1/2031	NAP	61,634.90	0.03250%	0.00000%	Actual/360	Fee	JPMCB	No	1	No	No
	23	 	18 Spencer Street	18 Spencer Street	Brooklyn	New York	11205	3.99000%	3.97918%	19,500,000.00	19,500,000.00	4/6/2031	NAP	65,738.02	0.00250%	0.00000%	Actual/360	Fee	CREFI	No	6	No	No
	24	 	Boca Office Portfolio	Various	Boca Raton	Florida	33433	4.02000%	4.00918%	19,300,000.00	19,300,000.00	3/6/2026	NAP	65,552.99	0.00125%	0.00125%	Actual/360	 	CREFI	No	6	Yes	No
	24.01	 	Boardwalk @ 18th	6909 Southwest 18th Street 	Boca Raton	Florida	33433	 	 	5,848,484.85	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	24.02	 	Fountains Center	7000-7700 West Camino Real	Boca Raton	Florida	33433	 	 	5,556,060.61	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	24.03	 	City National Park	7000 Palmetto Park Road and 22125 Powerline Road	Boca Raton	Florida	33433	 	 	5,556,060.61	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	24.04	 	Grove Centre	21301 Powerline Road	Boca Raton	Florida	33433	 	 	2,339,393.94	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	25	 	Cabinetworks Portfolio	Various	Various	Ohio	Various	3.32200%	3.31118%	17,333,000.00	17,333,000.00	11/6/2030	76,120.94	48,649.96	0.00250%	0.00000%	Actual/360	 	GSMC	No	6	Yes	No
	25.01	 	15535 South State Avenue	15535 South State Avenue	Middlefield	Ohio	44062	 	 	10,632,990.06	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	25.02	 	150 Grand Valley Avenue	150 Grand Valley Avenue	Orwell	Ohio	44076	 	 	4,007,505.10	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	25.03	 	16052 Industrial Parkway	16052 Industrial Parkway	Middlefield	Ohio	44062	 	 	2,692,504.84	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	26	 	Live Nation Downtown LA	1050 & 1060 South Hill Street	Los Angeles	California	90015	3.25000%	3.23918%	16,000,000.00	16,000,000.00	3/6/2030	NAP	43,935.19	0.00250%	0.00000%	Actual/360	Fee	CREFI	No	6	No	No
	27	 	Kokot Portfolio	Various	New York	New York	Various	3.07000%	3.05918%	15,000,000.00	15,000,000.00	4/6/2031	NAP	38,907.99	0.00250%	0.00000%	Actual/360	 	CREFI	No	6	No	No
	27.01	 	638-640 East 14th Street	638-640 East 14th Street	New York	New York	10009	 	 	4,336,272.00	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	27.02	 	217 East 22nd Street	217 East 22nd Street	New York	New York	10010	 	 	4,024,312.00	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	27.03	 	239 West 15th Street	239 West 15th Street	New York	New York	10011	 	 	1,916,686.00	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	27.04	 	106 East 7th Street	106 East 7th Street	New York	New York	10009	 	 	1,604,967.00	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	27.05	 	426 East 77th Street	426 East 77th Street	New York	New York	10075	 	 	1,584,277.00	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	27.06	 	67 Saint Mark's Place	67 Saint Mark's Place	New York	New York	10003	 	 	1,533,486.00	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	28	 	16-18 Squadron Boulevard	16-18 Squadron Boulevard	New City	New York	10956	3.99000%	3.97918%	14,100,000.00	14,100,000.00	4/6/2031	67,234.29	47,533.65	0.00250%	0.00000%	Actual/360	Fee	CREFI	No	6	No	No
	29	 	Expressway Marketplace	561-605 Rohnert Park Expressway West	Rohnert Park	California	94928	3.44800%	3.43718%	14,000,000.00	14,000,000.00	4/6/2031	62,460.58	40,785.37	0.00250%	0.00000%	Actual/360	Fee	GACC	No	6	No	No
	30	 	7828 Georgia Avenue NW	7828 Georgia Avenue Northwest and 7838 Eastern Avenue Northwest	Washington	District of Columbia	20012	3.73000%	3.71918%	13,520,000.00	13,520,000.00	4/6/2031	NAP	42,608.34	0.00250%	0.00000%	Actual/360	Fee	CREFI	No	6	No	No
	31	 	141 Livingston	141 Livingston Street	Brooklyn	New York	11201	3.21000%	3.19918%	12,500,000.00	12,500,000.00	3/6/2031	NAP	33,901.91	0.00125%	0.00125%	Actual/360	Fee	CREFI	No	6	Yes	No
	32	 	2233 Nostrand Avenue	2233 Nostrand Avenue	Brooklyn	New York	11210	4.20000%	4.18918%	11,000,000.00	11,000,000.00	4/6/2031	NAP	39,034.72	0.00250%	0.00000%	Actual/360	Fee	CREFI	No	6	No	No
	33	 	Birmingham Mixed Use Portfolio	Various	Birmingham	Alabama	Various	4.42500%	4.41418%	10,300,000.00	10,287,516.70	3/6/2031	51,730.59	NAP	0.00250%	0.00000%	Actual/360	 	GACC	No	6	No	No
	33.01	 	2014 Morris Avenue	2014 Morris Avenue	Birmingham	Alabama	35203	 	 	4,365,563.00	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	33.02	 	209 41st Street South	209 41st Street South	Birmingham	Alabama	35222	 	 	3,274,172.00	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	33.03	 	1024 20th Street South	1024 20th Street South	Birmingham	Alabama	35205	 	 	2,660,265.00	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	34	 	1111 Southern Minerals Road	1111 Southern Minerals Road	Corpus Christi	Texas	78409	3.64500%	3.59418%	10,080,000.00	10,080,000.00	4/1/2028	NAP	31,043.25	0.04250%	0.00000%	Actual/360	Fee	JPMCB	No	1	No	No
	35	4	At Home - Willow Grove	2620 West Moreland Road	Willow Grove	Pennsylvania	19090	3.88000%	3.86918%	10,150,000.00	10,061,321.99	11/6/2029	50,612.08	33,274.14	0.00250%	0.00000%	Actual/360	Fee / Leasehold	GSMC	No	6	Yes	Yes
	36	 	VanWest MI Portfolio	Various	Various	Michigan	Various	4.00000%	3.98918%	9,500,000.00	9,500,000.00	4/6/2031	45,354.45	32,106.48	0.00250%	0.00000%	Actual/360	 	CREFI	No	6	No	No
	36.01	 	Shelby	6625 23 Mile Road	Shelby Township	Michigan	48316	 	 	4,400,000.00	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	36.02	 	Warren	28000 Mound Road	Warren	Michigan	48092	 	 	2,000,000.00	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	36.03	 	Rockford	4121 14 Mile Road Northeast	Rockford	Michigan	49341	 	 	1,600,000.00	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	36.04	 	Belmont	5720 Samrick Avenue Northeast	Belmont	Michigan	49306	 	 	1,500,000.00	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	37	 	Teel Plastics Portfolio	Various	Baraboo	Wisconsin	53913	3.74000%	3.72918%	9,203,000.00	9,203,000.00	1/6/2031	42,568.32	29,081.05	0.00250%	0.00000%	Actual/360	 	GACC	No	6	No	No
	37.01	 	1060 Teel Court	1060 Teel Court	Baraboo	Wisconsin	53913	 	 	7,045,000.00	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	37.02	 	426 Hitchcock Street	426 Hitchcock Street	Baraboo	Wisconsin	53913	 	 	2,158,000.00	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	38	 	Signal Hill Gateway	3055-3075 California Avenue	Signal Hill	California	90755	4.38200%	4.37118%	8,817,000.00	8,817,000.00	4/6/2031	44,058.39	32,643.92	0.00250%	0.00000%	Actual/360	Fee	GACC	No	6	No	No
	39	 	Rouzan Marketplace	4841 Rouzan Square Avenue and 6220 Corporate Boulevard	Baton Rouge	Louisiana	70808, 70809	4.19000%	4.13043%	8,550,000.00	8,550,000.00	4/6/2031	41,761.08	NAP	0.05125%	0.00000%	Actual/360	Fee	CREFI	No	6	No	No
	40	 	Radiance Technologies	3715 Pentagon Boulevard	Beavercreek	Ohio	45431	4.00000%	3.98918%	8,000,000.00	8,000,000.00	4/6/2031	38,193.22	27,037.04	0.00250%	0.00000%	Actual/360	Fee	CREFI	No	6	No	No
	41	 	475 Grand Street	475 Grand Street	Brooklyn	New York	11211	4.09000%	4.07918%	6,700,000.00	6,700,000.00	4/6/2031	NAP	23,153.00	0.00250%	0.00000%	Actual/360	Fee	CREFI	No	6	No	No
	42	 	Mile High Multifamily Portfolio	Various	Various	Colorado	Various	3.41300%	3.40218%	6,000,000.00	6,000,000.00	4/1/2031	NAP	17,302.01	0.00250%	0.00000%	Actual/360	 	JPMCB	No	1	No	No
	42.01	 	Sunrise Apartments	15571-15573 East 13th Avenue	Aurora	Colorado	80011	 	 	2,500,000.00	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	42.02	 	Olive Tree Apartments	2550-2560 Ogden Street	Denver	Colorado	80205	 	 	2,100,000.00	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	42.03	 	Tangiers Apartments	1877 South Federal Boulevard	Denver	Colorado	80219	 	 	1,400,000.00	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	43	 	Mid Cape Flex	71-79 Mid Cape Terrace	Cape Coral	Florida	33991	3.93000%	3.91918%	5,800,000.00	5,800,000.00	4/6/2031	30,390.81	NAP	0.00250%	0.00000%	Actual/360	Fee	CREFI	No	6	No	No
	44	 	500 W Superior	500 West Superior Street	Chicago	Illinois	60654	4.21000%	4.13043%	5,700,000.00	5,700,000.00	4/6/2031	27,907.26	20,275.24	0.07125%	0.00000%	Actual/360	Fee	CREFI	No	6	No	No
	45	 	PDX Front Ave Industrial	4927 Northwest Front Avenue	Portland	Oregon	97210	4.22000%	4.20918%	5,255,000.00	5,255,000.00	4/6/2031	NAP	18,736.75	0.00250%	0.00000%	Actual/360	Fee	CREFI	No	6	No	No
	46	 	2517 North Ontario	2517 North Ontario Street	Burbank	California	91504	3.91000%	3.89918%	4,500,000.00	4,500,000.00	4/6/2031	NAP	14,866.15	0.00250%	0.00000%	Actual/360	Fee	CREFI	No	6	No	No
	47	 	4 Storage - Red Lion	3101 Red Lion Road	Philadelphia	Pennsylvania	19114	4.57000%	4.55918%	3,000,000.00	3,000,000.00	3/6/2031	NAP	11,583.68	0.00250%	0.00000%	Actual/360	Fee	CREFI	No	6	No	No



 


Footnotes 







	(1)	Commencing on the Anticipated Repayment Date, the interest rate will increase to a per annum rate equal to 200 basis points plus the greater of (x) 3.01680% or (y) the then prevailing yield on the offer side swap rate with terms most nearly approximating those having maturities as close as possible to the Final Maturity Date plus 135 basis points.
	(2)	The California State Lands Commission leases to the borrower rights of way over three parcels that are adjacent to the Burlingame Point Mortgaged Property and are expected to contain certain public improvements. If the California State Lands Commission consents, then the borrower’s leasehold interest in these rights of way will become collateral for the Burlingame Point Whole Loan. These leasehold interests were given no value for purposes of underwriting and the Appraised Value.
	(3)	The Amazon Seattle Whole Loan is structured with an Anticipated Repayment Date ("ARD") of April 6, 2030 and a final maturity date of May 6, 2033. After the ARD, the interest rate will increase by 250 basis points over the greater of (x) 3.004833%, and (y) (1) the Nine-Year Swap Rate (as defined in Annex A-3 in this prospectus) in effect on the ARD plus (2) 1.357833%.
	(4)	With respect to the At Home - Willow Grove Mortgage Loan, the Annual Debt Service (P&I) ($) is calculated based on the sum of the first 12 principal and interest payments following the Cut-off Date based on the non-standard amortization schedule set forth on Annex H-1 in this prospectus. Monthly Debt Service (P&I) ($) is calculated as 1/12 of the Annual Debt Service (P&I) ($). At origination, the At Home - Willow Grove Mortgage Loan required payments of interest and principal sufficient to amortize the loan over a 30-year amortization schedule following a one-year interest only period. As of April 6, 2021, the At Home - Willow Grove Mortgage Loan was modified into an A/B structure and all scheduled amortization due to the B Note will be directed to hyper-amortize the A Note over a 324-month amortization schedule set forth on Annex H-1 in this prospectus. See Annex H-1 and Annex H-2 in this prospectus for the related At Home - Willow Grove Mortgage Loan and Subordinate Companion Loan amortization schedules.



 








    	 	 



     


    

 


EXHIBIT
C


 


FORM
OF INVESTMENT REPRESENTATION LETTER


 


Wells
Fargo Bank, National Association

as Certificate Administrator


600
South 4th Street, 7th Floor, MAC: N9300-070


Minneapolis,
Minnesota 55415


Attention:
Corporate Trust Services (CMBS)

Benchmark 2021-B25 Mortgage Trust


 


GS
Mortgage Securities Corporation II

200 West Street


New
York, New York 10282


Attention:
Leah Nivison


 


		Re:	Transfer
                                         of Benchmark 2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series
                                         2021-B25



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling
and Servicing Agreement”), 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, on behalf of the holders of Benchmark
2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25 (the “Certificates”)
and the Pooled RR Interest Owner in connection with the transfer by [_________________] (the “Seller”) to the
undersigned (the “Purchaser”) of [$_______________] aggregate [Certificate Balance][Notional Amount][____%
Percentage Interest] of Class [___] Certificates (the “Certificate”). Capitalized terms used and not otherwise
defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.            Check
one of the following:*


 


		☐	The
Purchaser is not purchasing a Class R Certificate and the Purchaser is an institution that is an “accredited investor”
(an “Institutional Accredited Investor”) 



 


 






* Purchaser must include one of the following two certifications.


 






    Exhibit C-1 


     


    

 


within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the
                                         Securities Act of 1933, as amended (the “Securities Act”) or any entity
                                         in which all of the equity owners come within such paragraphs and has such knowledge
                                         and experience in financial and business matters as to be capable of evaluating the merits
                                         and risks of its investment in the Certificates, and the Purchaser and any accounts for
                                         which it is acting are each able to bear the economic risk of the Purchaser’s or
                                         such account’s investment. The Purchaser is acquiring the Certificates purchased
                                         by it for its own account or for one or more accounts, each of which is an Institutional
                                         Accredited Investor, as to each of which the Purchaser exercises sole investment discretion.
                                         The Purchaser hereby undertakes to reimburse the Trust Fund for any costs incurred by
                                         it in connection with this transfer.


 


		☐	The
                                         Purchaser is a “qualified institutional buyer” (a “QIB”)
                                         within the meaning of Rule 144A (“Rule 144A”) under the Securities
                                         Act. The Purchaser is aware that the transfer is being made in reliance on Rule 144A,
                                         and the Purchaser has had the opportunity to obtain the information required to be provided
                                         pursuant to paragraph (d)(4)(i) of Rule 144A.



 


2.            The
Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for
reoffer, resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the view
to, or for resale in connection with, any distribution thereof, or (ii) (other than with respect to a Class R Certificate)
to Institutional Accredited Investors, subject in the case of clause (ii) above to (w) the receipt by the Certificate
Registrar of a letter substantially in the form hereof, (x) the receipt by the Certificate Registrar of an opinion of counsel
acceptable to the Trustee and Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities
Act, (y) the receipt by the Certificate Registrar of such other evidence acceptable to the Certificate Registrar that such
reoffer, resale, pledge or transfer is in compliance with the Securities Act and other applicable laws and (z) a written
undertaking to reimburse the Trust Fund for any costs incurred by it in connection with the proposed transfer. The Purchaser understands
that the Certificate (and any subsequent Certificate) has not been registered under the Securities Act, by reason of a specified
exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature
of the Purchaser’s investment intent (or intent to reoffer, resell, pledge or transfer the Certificate only to certain investors
in certain exempted transactions) as expressed herein.


 


3.            The
Purchaser has reviewed the Prospectus relating to the Offered Certificates (and, with respect to Non-Registered Certificates (other
than the Loan-Specific Certificates), the Offering Circular related to such Non-Registered Certificates (other than the Loan-Specific
Certificates), and, with respect to the Loan-Specific Certificates, the Loan-Specific Offering Circular related to such Loan-Specific
Certificates) and the agreements and other materials referred to therein and has had the opportunity to ask questions and receive
answers concerning the terms and conditions of the transactions contemplated by the Prospectus.


 


4.            The
Purchaser acknowledges that the Certificate (and any Certificate issued on transfer or exchange thereof) has not been registered
or qualified under the Securities


 






    Exhibit C-2 


     


    

 


Act
or the securities laws of any State or any other jurisdiction, and that the Certificate cannot be reoffered, resold, pledged or
otherwise transferred unless it is registered or qualified thereunder or unless an exemption from such registration or qualification
is available.


 


5.            The
Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as
an owner of a Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects
as if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.


 


6.            The
Purchaser will not sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section 5.03
of the Pooling and Servicing Agreement.


 


7.            Check
one of the following:**


 


		☐	The
                                         Purchaser is a U.S. Tax Person (as defined below) and it has attached hereto an Internal
                                         Revenue Service (“IRS”) Form W-9 (or successor form).



 


		☐	The
                                         Purchaser is not a U.S. Tax Person and under applicable law in effect on the date hereof,
                                         no taxes will be required to be withheld by the Certificate Registrar (or its agent)
                                         with respect to distributions to be made on the Certificate. The Purchaser has attached
                                         hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form,
                                         as applicable), which identifies such Purchaser as the beneficial owner of the Certificate
                                         and states that such Purchaser is not a U.S. Tax Person, (ii) IRS Form W-8IMY (with all
                                         appropriate attachments) or (iii)]*** two duly executed copies of IRS
                                         Form W-8ECI (or successor form), which identify such Purchaser as the beneficial owner
                                         of the Certificate and state that interest and original issue discount on the Certificate
                                         and Permitted Investments is, or is expected to be, effectively connected with a U.S.
                                         trade or business. The Purchaser agrees to provide to the Certificate Registrar updated
                                         [IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI, [as the
                                         case may be,]*** any applicable successor IRS forms, or such other certifications as
                                         the Certificate Registrar may reasonably request, on or before the date that any such
                                         IRS form or certification expires or becomes obsolete, or promptly after the occurrence
                                         of any event requiring a change in the most recent IRS form of certification furnished
                                         by it to the Certificate Registrar.



 


For
purposes of this paragraph 7, “U.S. Tax Person” means 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 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


 


 






** Each Purchaser must include one of the two alternative certifications.


*** Does not apply to a transfer of Class R Certificates.


 






    Exhibit C-3 


     


    

 


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.


 


8.            Please
make all payments due on the Certificates:****


 


		☐	(a)	by wire transfer to the following account at a bank
or entity in New York, New York, having appropriate facilities therefor:



 





	Bank:	 
	ABA
    #:	 
	Account
    #:	 
	Attention:	 




 


		☐	(b) 	by mailing a check or draft to the following address:



 


	 
	 
	 
	 




 


9.            If
the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a
partnership for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or more
partnerships, trusts or other pass-through entities by a Disqualified Non-U.S. Tax Person.


 


	 	Very
truly yours,
	 	 
	 	[The Purchaser]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


Dated:


 


 






**** Only to be filled out by Purchasers of Definitive Certificates. Please select (a) or (b). For holders of the Definitive Certificates, wire transfers are only available if such holder’s Definitive Certificates have an aggregate Certificate Balance or Notional Amount, as applicable, of at least U.S. $5,000,000.


 




    Exhibit C-4 


     


    

 


EXHIBIT
D-1


 


Form
of Transferee Affidavit


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


600
South 4th Street, 7th Floor, MAC: N9300-070


Minneapolis,
Minnesota 55415


Attention:
Corporate Trust Services – Benchmark 2021-B25


 


		Re:	Benchmark
                                         2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25
                                         (the “Certificates”) issued, and the Pooled RR Interest created, pursuant
                                         to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”),
                                         dated 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



 





	STATE
    OF 	)
	 	)            ss.:
	COUNTY
    OF 	)


 


I,
[______], under penalties of perjury, declare that, to the best of my knowledge and belief, the following representations are
true, correct and complete, and being first sworn, depose and say that:


 


1.           I
am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


 


2.          The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC”) designated as the (i) “SOMA Teleco Office Trust Subordinate Companion
Loan REMIC”, (ii) “Amazon Seattle Trust Subordinate Companion Loan REMIC”, (iii) “Lower-Tier
REMIC”, (iv) “Upper-Tier REMIC” and (v) JW Marriott Nashville Loan REMIC referred to in the next
sentence, respectively, relating to the Certificates for which an election is to be made under Section 860D of the Internal
Revenue Code of 1986 (the “Code”). A REMIC was (or will be) formed on or prior to April 5, 2021, by Goldman
Sachs Bank USA with respect to the JW Marriott Nashville Mortgage Loan that will be included in the Issuing Entity (such REMIC,
the “JW Marriott Nashville Loan REMIC”), which issued a single regular interest, and a single residual interest
which will be represented by the Class R Certificates.


 






    Exhibit D-1-1 


     


    

 


3.           The
Purchaser is not a “Disqualified Organization” (as defined below), and that the Purchaser is not acquiring
the Class R Certificates for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record
or beneficial ownership thereof, to a Disqualified Organization. For the purposes hereof, a Disqualified Organization is any of
the following: (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 which 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 which 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, (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 are outstanding or any
Person having an Ownership Interest in any Class of Certificates (other than such Person) 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.


 


4.           The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.           The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is
[__________].


 


6.           No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.           The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.           Check
the applicable paragraph:


 


☐           The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed
the sum of:


 


(i)           the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 






    Exhibit D-1-2 


     


    

 


(ii)          the
present value of the expected future distributions on such Class R Certificate; and


 


(iii)         the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 


For
purposes of this calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b)
of the Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in
Section 11(b) of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code
in the preceding two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate)
and (ii) present values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d)
of the Code for the month of the transfer and the compounding period used by the Purchaser.


 


☐           The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)           the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as
to which income from the Class R Certificate will only be taxed in the United States;


 


(ii)          at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)         the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and
(iii) and Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)        the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐           None
of the above.


 


9.           The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 


10.         The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


 






    Exhibit D-1-3 


     


    

 


11.         The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any
such transfer if it knows or believes that any representation contained in such affidavit and agreement is false.


 


12.         The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is not
a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain
a Permitted Transferee.


 


13.         The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.         The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions
is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.         The
Purchaser consents to the designation of the Certificate Administrator as the “partnership representative” of each
Trust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement.


 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this
___day of _________, 20__.


 





	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	By:	 
	 	 	Name:
	 	 	Title:



 




    Exhibit D-1-4 


     


    

 


On
this ____ day of _______20__, before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned
and sworn, personally appeared ______________________ and ________________________, known or proved to me to be the same persons
who executed the foregoing instrument and to be _____________________________ and ___________________________, respectively, of
the Purchaser, and acknowledged to me that they executed the same as their respective free acts and deeds and as the free act
and deed of the Purchaser.


 





	 	 
	 	NOTARY
    PUBLIC in and for the 

State of _______________


  


[SEAL]


 


My
Commission expires:






 



 




    Exhibit D-1-5 


     


    

 


EXHIBIT
D-2


 


FORM
OF TRANSFEROR LETTER


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


600
South 4th Street, 7th Floor, MAC: N9300-070


Minneapolis,
Minnesota 55415


Attention:
Corporate Trust Services – Benchmark 2021-B25


 


		Re:	Benchmark
                                         2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25,
                                         Class R (the “Certificates”) 



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the
“Transferee”) of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual
Certificates”). The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing
Agreement, dated as of April 1, 2021 (the “Pooling and Servicing Agreement”), 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. All capitalized terms used but not otherwise defined herein shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Certificate
Registrar, that:


 


(1)         No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)         The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit and Agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained
therein is false.


 


(3)         The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee
as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor
has determined that the Transferee has historically paid its debts as they became due and has found no significant evidence to
indicate that the Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that
the transfer of the Residual Certificates may not be respected for United States income tax purposes (and the Transferor may continue
to be liable


 






    Exhibit D-2-1 


     


    

 


for
United States income taxes associated therewith) unless the Transferor has conducted such an investigation.


 





	 	Very
truly yours,
	 	 	 
	 	(Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit D-2-2 


     


    

 


EXHIBIT
D-3


 


FORM
OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF THE POOLED RR INTEREST


 


[Date]


 


Wells
Fargo Bank, National Association


9062
Old Annapolis Road


Columbia,
Maryland 21045-1951


Attention:
Corporate Trust Services—Benchmark 2021-B25


 


Goldman
Sachs Mortgage Company,

as Retaining Sponsor

200 West Street

New York, New York 10282

Attention: Leah Nivison


 


GS
Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison
 


 


		Re:	Benchmark
                                         2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25
                                         (the “Certificates”) issued, and the Pooled RR Interest created, pursuant
                                         to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”),
                                         dated 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.



 


Ladies
and Gentlemen:


 


[_____]
(the “Transferee”) hereby certifies, represents and warrants to each of the addressees hereto:


 


1.            [[_____] (the “Transferor”) is transferring $[____] Pooled RR Interest Balance of the Pooled RR Interest to
[______] (the “Transferee”).] [[_____] (the “Transferor”) is transferring $[____] Pooled
RR Interest Balance of the Pooled RR Interest to [_____] (“Transferee”) that is a Permitted Lender in a repurchase
transaction.] [[_____] (the


 






    Exhibit D-3-1 


     


    

 


“Transferor”)
is granting a security interest in the Pooled RR Interest to [_____] (the “Transferee”) that is a Permitted
Lender.]


 


		2.	The
                                         transfer or the pledge contemplated in Paragraph 1 (a “Transfer”)
                                         is in compliance with the Pooling and Servicing Agreement.



 


		3.	The
                                         Transferee is aware that the Certificate Registrar will not recognize any Transfer of
                                         any portion of the Pooled RR Interest by the Transferor unless the Transferee, or the
                                         Transferee’s agent, delivers to the Certificate Registrar, among other things,
                                         a certificate in substantially the same form as this certificate. The Transferee expressly
                                         agrees that it will not consummate any such Transfer if it knows or believes that any
                                         representation contained in such certificate is false.



 


		4.	The
                                         Transferee is not and will not become an employee benefit plan or other plan subject
                                         to the fiduciary responsibility provisions of ERISA or to Section 4975 of the Code or
                                         a governmental plan (as defined in Section 3(32) of ERISA) or other plan that is subject
                                         to Similar Law, or any person acting on behalf of any such plan or using the assets of
                                         any such plan (including within the meaning of Department of Labor Regulations Section
                                         2510.3-101, as modified by Section 3(42) of ERISA) to purchase the Pooled RR Interest.



 


		5.	Check
                                         one of the following:



 


		☐	The
                                         Transferee certifies, represents and warrants to each of the addressees hereto that:



 


		A.	The
                                         Transferee is the Retaining Sponsor or a “majority-owned affiliate”, as such
                                         term is defined in the Risk Retention Rule (a “Majority-Owned Affiliate”)
                                         of the Retaining Sponsor;



 


		B.	The
                                         Transferee is not acquiring the Pooled RR Interest as a nominee, trustee or agent for
                                         any person that is not the Retaining Sponsor or a Majority-Owned Affiliate of the Retaining
                                         Sponsor;



 


		C.	If
                                         the Transferee is a Majority-Owned Affiliate of the Retaining Sponsor, for so long as
                                         it retains its interest in the Pooled RR Interest, it will remain a Majority-Owned Affiliate
                                         of the Retaining Sponsor;



 


		D.	The
                                         Transferee is not a Non-Exempt Person; and



 


		E.	The
                                         Transferee consents to any additional restrictions or arrangements that shall be deemed
                                         necessary upon advice of counsel to constitute a reasonable arrangement to ensure that
                                         its ownership of the Pooled RR Interest will satisfy the risk retention requirements
                                         of the Retaining Sponsor, in its capacity as “sponsor” under the Risk Retention
                                         Rule.



 






    Exhibit D-3-2 


     


    

 


		☐	The
                                         Transferee certifies, represents and warrants to each of the addressees hereto that:



 


		A.	The
                                         Transferee is a Permitted Lender;



 


		B.	It
                                         is not acquiring an interest in the Pooled RR Interest as a nominee, trustee or agent
                                         for any person that is not a Permitted Lender, and that for so long as it retains its
                                         interest in the Pooled RR Interest, it will remain a Permitted Lender; and



 


		C.	The
                                         Transferee consents to any additional restrictions or arrangements that shall be deemed
                                         necessary upon advice of counsel to constitute a reasonable arrangement to ensure that
                                         its ownership of an interest in the Pooled RR Interest will satisfy the risk retention
                                         requirements of the Retaining Sponsor, in its capacity as “Sponsor” under
                                         the Risk Retention Rule.



 


		6.	Check
                                         one of the following:



 


☐           The
Transferee is a “U.S. Tax Person” and it has attached hereto an Internal Revenue Service (“IRS”)
Form W-9 (or successor form).


 


☐           The
Transferee is not a “U.S. Tax Person” and under applicable law in effect on the date hereof, no taxes will be required
to be withheld by the Certificate Registrar (or its agent) with respect to Distributions to be made on the Certificate(s). The
Transferee has attached hereto (i) a duly executed IRS Form W-8BEN or W-8BEN-E (or successor form), which identifies such Transferee
as the beneficial owner of the Certificate(s) and states that such Transferee is not a U.S. Tax Person, (ii) two duly executed
copies of IRS Form W-8IMY (and all appropriate attachment, (iii) two duly executed copies of IRS Form W-8ECI (or successor form),
which identify such Transferee as the beneficial owner of the Certificate(s) and state that interest and original issue discount
on the U.S. Securities is, or is expected to be, effectively connected with a U.S. trade or business or (iv) a duly executed copy
of IRS Form W-8EXP. The Transferee agrees to provide to the Certificate Registrar updated IRS Form W-8BEN, IRS Form W-8BEN-E,
IRS Form W-8IMY, IRS Form W-8ECI or IRS Form W-8EXP, as the case may be, any applicable successor IRS forms, or such other certifications
as the Certificate Registrar may reasonably request, on or before the date that any such IRS form or certification expires or
becomes obsolete, or promptly after the occurrence of any event requiring a change in the most recent IRS form of certification
furnished by it to the Certificate Registrar.


 


For
purposes of this paragraph 6, “U.S. Tax Person” means a citizen or resident of the United States, a corporation, 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 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


 






    Exhibit D-3-3 


     


    

 


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.


 


		7.	All
                                         distributions to be made to the Transferee pursuant to the Pooling and Servicing Agreement
                                         should be made to:



 


[INSERT
WIRE TRANSFER INFORMATION]


 


Bank:


Account
No.:   


Attention:


Ref:


ABA
No.: 


 


		8.	Any
                                         communications to the Transferee pursuant to the Pooling and Servicing Agreement should
                                         be provided to:



 


[INSERT
CONTACT INFORMATION]


 


[NAME]


[ADDRESS]


Fax
number: 


Telephone:


E-mail:


 


All
capitalized terms used but not defined herein have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN
WITNESS WHEREOF, the Transferee has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__.


 





	 	[TRANSFEREE]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit D-3-4 


     


    

 


EXHIBIT
D-4


 


FORM
OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF THE POOLED RR INTEREST


 


[Date]


 


Wells
Fargo Bank, National Association, as Certificate Registrar


600
South 4th Street, 7th Floor


MAC
N9300-070


Minneapolis,
Minnesota 55415


Attention:
Certificate Transfers Group – Benchmark 2021-B25


 


Goldman
Sachs Mortgage Company,

as Retaining Sponsor

200 West Street

New York, New York 10282

Attention: Leah Nivison


 


GS
Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison


 


Cadwalader,
Wickersham & Taft, LLP

200 Liberty Street

New York, New York 10281

Email: lisa.pauquette@cwt.com
 


 


		Re:	Benchmark
                                         2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25
                                         (the “Certificates”) issued, and the Pooled RR Interest created, pursuant
                                         to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”),
                                         dated 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.



 


Ladies
and Gentlemen:


 


[_____]
(the “Transferor”) hereby certifies, represents and warrants to each of the addressees hereto:


 






    Exhibit D-4-1 


     


    

 


		1.	[[_____]
                                         (the “Transferor”) is transferring $[____] Pooled RR Interest Balance
                                         of the Pooled RR Interest to [______] (the “Transferee”).] [[_____]
                                         (the “Transferor”) is transferring $[____] Pooled RR Interest Balance
                                         of the Pooled RR Interest to [_____] (the “Transferee”) that is a
                                         Permitted Lender in a repurchase transaction.] [[_____] (the “Transferor”)
                                         is granting a security interest in $[____] Pooled RR Interest Balance of the Pooled RR
                                         Interest to [_____] (the “Transferee”) that is a Permitted Lender.]



 


		2.	The
                                         transfer or the pledge contemplated in Paragraph 1 (a “Transfer”)
                                         is in compliance with the Pooling and Servicing Agreement.



 


		3.	The
                                         Transferor is aware that the Certificate Registrar will not recognize any Transfer of
                                         any portion of the $[____] Pooled RR Interest Balance of the Pooled RR Interest by the
                                         Transferor unless the Transferor, or the Transferor’s agent, delivers to the Certificate
                                         Registrar, among other things, a certificate in substantially the same form as this certificate.
                                         The Transferor expressly agrees that it will not consummate any such Transfer if it knows
                                         or believes that any representation contained in such certificate is false.



 


		4.	Check
                                         one of the following:



 


		☐	[The
                                         Transferor is the Retaining Sponsor,] and the Transferor certifies, represents and warrants
                                         to you that:



 


		A.	The
                                         Transferee is the Retaining Sponsor or a “majority-owned affiliate”, as such
                                         term is defined in the Risk Retention Rule (a “Majority-Owned Affiliate”)
                                         of the Retaining Sponsor; and



 


		B.	To
                                         the Transferor’s knowledge, the Transferee is not acquiring the Pooled RR Interest
                                         as a nominee, trustee or agent for any person that is not the Retaining Sponsor or a
                                         Majority-Owned Affiliate of the Retaining Sponsor.



 


		☐	The
                                         Transferee certifies, represents and warrants to each of the addressees hereto that:



 


		A.	The
                                         Transferee is a Permitted Lender;



 


		B.	The
                                         Transferor’s knowledge, the Transferee is not a Non-Exempt Person.



 


		C.	To
                                         the knowledge of the Transferor, the Transferee is not acquiring an interest in the Pooled
                                         RR Interest as a nominee, trustee or agent for any person that is not a Permitted Lender,
                                         and that for so long as it retains its interest in the Pooled RR Interest, it will remain
                                         a Permitted Lender.



 


		5.	The
                                         Transferor understands that the Transferee has delivered to you a Transferee Certificate
                                         in the form attached to the Pooling and Servicing Agreement as Exhibit D-3. 



 






    Exhibit D-4-2 


     


    

 


The Transferor
                                         does not know or believe that any representation contained therein is false.


 


All
capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement.


 


IN
WITNESS WHEREOF, the Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__.


 





	 	[TRANSFEROR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit D-4-3 


     


    

 


EXHIBIT
D-5


 


FORM
OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF THE RETAINED CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association

as Certificate Administrator


9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Risk Retention Custody – Benchmark 2021-B25


 


With
a copy to: riskretentioncustody@wellsfargo.com


 


Goldman
Sachs Mortgage Company,

as Retaining Sponsor

200 West Street

New York, New York 10282

Attention: Leah Nivison


 


GS
Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison


 


		Re:	Benchmark
                                         2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25
                                         (the “Certificates”) issued, and the Pooled RR Interest created, pursuant
                                         to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”),
                                         dated 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.



 


Ladies
and Gentlemen:


 


[_____]
(the “Purchaser”) hereby certifies, represents and warrants to each of the addressees hereto:


 


		1.	The
                                         Purchaser is acquiring (the “Transfer”) $[_____] aggregate Certificate
                                         Balance of the Class [RR][ST-VR][300P-RR] Certificates from [_____] (the “Transferor”).



 


		2.	The
                                         Purchaser is aware that the Certificate Registrar will not register any transfer of any portion of the Retained Certificates by the Transferor unless the Purchaser, or such



 






    Exhibit D-5-1 


     


    

 



                                         Purchaser’s agent, delivers to the Certificate Registrar, among other things, a
                                         certificate in substantially the same form as this certificate. The Purchaser expressly
                                         agrees that it will not consummate any such transfer if it knows or believes that any
                                         representation contained in such certificate is false.


 


		3.	The
                                         Transfer is in compliance with any applicable credit risk retention agreement in effect
                                         between the Retaining Sponsor and the Transferor (the “Risk Retention Agreement”).



 


		4.	[If
                                         the Purchaser is an insurance company general account relying on PTCE 95-60 to cover
                                         its acquisition of the Retained Certificates, (a) all of the conditions of Parts I and
                                         III of PTCE 95-60 will be satisfied with respect to the acquisition of the Retained Certificates
                                         and (b) the acquisition of the Class 300P-RR Certificates will be effected through Goldman
                                         Sachs & Co. LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Deutsche
                                         Bank Securities Inc., Academy Securities, Inc., Drexel Hamilton, LLC or an Affiliate
                                         thereof.] [FOR TRANSFERS OF THE CLASS 300P-RR CERTIFICATES.]



 


[The
Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions
of ERISA or to Section 4975 of the Code or a governmental plan (as defined in Section 3(32) of ERISA) or other plan that is subject
to Similar Law, or any person acting on behalf of any such plan or using the assets of any such plan (including within the meaning
of Department of Labor Regulations Section 2510.3-101, as modified by Section 3(42) of ERISA) to purchase the Class [RR][ST-VR]
Certificates.] [FOR TRANSFERS OF THE CLASS RR AND CLASS ST-VR CERTIFICATES.]


 


		5.	Check
                                         one of the following:



 


☐   
       The Purchaser certifies, represents and warrants to each of the addressees hereto that:


 


		A.	It
                                         is a “majority-owned affiliate”, as such term is defined in Regulation RR,
                                         of the Transferor (a “Majority-Owned Affiliate”).



 


		B.	It
                                         is not acquiring the Retained Certificates as a nominee, trustee or agent for any person
                                         that is not a Majority-Owned Affiliate, and that for so long as it retains its interest
                                         in the Retained Certificates, it will remain a Majority-Owned Affiliate.



 


		C.	It
                                         will deliver a joinder agreement substantially in the form attached to the Risk Retention
                                         Agreement pursuant to which it has agreed to be bound by the terms of the Risk Retention
                                         Agreement to the same extent as if it was the Transferor itself.



 


☐
          [FOR 300P-RR CERTIFICATES ONLY][The Transfer will occur on and after the fifth anniversary
of the Closing Date, and the Purchaser certifies, represents and warrants to each of the addressees hereto that:


 






    Exhibit D-5-2 


     


    

 


		A.	It
                                         will execute and deliver to the Retaining Sponsor a new credit risk retention agreement
                                         in accordance with the Risk Retention Agreement.



 


		B.	If
                                         required by the Retaining Sponsor, an affiliate of the Purchaser will execute and deliver
                                         a guaranty, if required under the Risk Retention Agreement.



 


		C.	It
                                         will comply with any additional requirements and satisfy any additional conditions set
                                         forth under the Risk Retention Agreement applicable to the Transfer and the Purchaser
                                         as a subsequent Third Party Purchaser.]



 


☐
          The Transfer will occur after the termination of the Transfer Restriction Period.


 


		6.	[FOR
                                         TRANSFERS OF THE CLASS RR OR CLASS ST-VR CERTIFICATES ONLY][All distributions to be made
                                         to the Transferee Pursuant to the Pooling and Servicing Agreement should be made to:



 


[INSERT
WIRE TRANSFER INFORMATION]


 


		7.	All
                                         communications to the Transferee pursuant to the Pooling and Servicing Agreement should
                                         be provided to:



 


[INSERT
CONTACT INFORMATION]]


 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__.


 





	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit D-5-3 


     


    

 


EXHIBIT
D-6


 


FORM
OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF THE RETAINED CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association

as Certificate Administrator


9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Risk Retention Custody – Benchmark 2021-B25


 


With
a copy to: riskretentioncustody@wellsfargo.com


 


Goldman
Sachs Mortgage Company,

as Retaining Sponsor

Email: leah.nivison@gs.com

Email: joe.osborne@gs.com

Email: gs-refgsecuritization@gs.com


 


GS
Mortgage Securities Corporation II

Email: leah.nivison@gs.com

Email: joe.osborne@gs.com

Email: gs-refgsecuritization@gs.com


 


Cadwalader,
Wickersham & Taft, LLP

200 Liberty Street

New York, New York 10281

Email: lisa.pauquette@cwt.com


 


		Re:	Benchmark
                                         2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25
                                         (the “Certificates”) 



 


Ladies
and Gentlemen:


 


This
is delivered to you in connection with the transfer (the “Transfer”) by [______] (the “Transferor”)
to [______] (the “Transferee”) of $[_____] aggregate Certificate Balance of the Class [RR][ST-VR][300P-RR]
Certificates. The Certificates were issued, and the Pooled RR Interest was created, pursuant to the Pooling and Servicing Agreement,
dated as of April 1, 2021 (the “Pooling and Servicing Agreement”), 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. All capitalized terms used but not


 






    Exhibit D-6-1 


     


    

 


otherwise
defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies,
represents and warrants to you that:


 


		1.	The
                                         Transfer is in compliance with any applicable credit risk retention agreement in effect
                                         between the Retaining Sponsor and the Transferor (the “Risk Retention Agreement”)
                                         and the Pooling and Servicing Agreement.



 


		2.	[If
                                         the Transferee is an insurance company general account relying on PTCE 95-60 to cover
                                         its acquisition of the RR Certificates, to the Transferor’s knowledge (a) all of
                                         the conditions of Parts I and III of PTCE 95-60 will be satisfied with respect to the
                                         acquisition of the Retained Certificates and (b) the acquisition of the Class 300P-RR
                                         Certificates will be effected through Goldman Sachs & Co. LLC, Citigroup Global Markets
                                         Inc., J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Academy Securities,
                                         Inc., Drexel Hamilton, LLC or an Affiliate thereof.][FOR TRANSFERS OF THE CLASS 300P-RR
                                         CERTIFICATES.]



 


[The
Transferee is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions
of ERISA or to Section 4975 of the Code or a governmental plan (as defined in Section 3(32) of ERISA) or other plan that is subject
to Similar Law, or any person acting on behalf of any such plan or using the assets of any such plan (including within the meaning
of Department of Labor Regulations Section 2510.3-101, as modified by Section 3(42) of ERISA) to purchase the Class [RR][ST-VR]
Certificates.] [FOR TRANSFERS OF THE CLASS RR AND CLASS ST-VR CERTIFICATES.]


 


		3.	Check
                                         one of the following:



 


☐   
       The Transferor certifies, represents and warrants to you that:


 


		A.	The
                                         Transferee is a “majority-owned affiliate”, as such term is defined in Regulation
                                         RR, of the Transferor (a “Majority-Owned Affiliate”).



 


		B.	The
                                         Transferor has satisfied all of the conditions under the Risk Retention Agreement applicable
                                         to transfers by the Transferor to a Majority-Owned Affiliate.



 


☐     
       [FOR TRANSFERS OF THE 300P-RR CERTIFICATES ONLY][The Transfer will occur on and after
the fifth anniversary of the Closing Date, and the Transferor certifies, represents and warrants to you that:


 


		A.	The
                                         Transferor has satisfied all of the conditions under the Risk Retention Agreement applicable
                                         to transfers by the Transferor to subsequent Third Party Purchasers.]



 


☐     
       The Transfer will occur after the termination of the Transfer Restriction Period.


 






    Exhibit D-6-2 


     


    

 


		4.	The
                                         Transferor certifies, represents and warrants to you that the Transferor has provided
                                         notice of the Transfer to the Retaining Sponsor and [check one of the following]:



 


☐     
       The Retaining Sponsor has consented to the Transfer, a copy of which is attached hereto.


 


☐     
       At least ten (10) Business Days have passed since the Retaining Sponsor’s receipt
of such written notice, and the Retaining Sponsor has not responded to the Transferor.


 


		5.	The
                                         Transferor understands that the Transferee has delivered to you a Transferee Certificate
                                         in the form attached to the Pooling and Servicing Agreement as Exhibit D-5. The
                                         Transferor does not know or believe that any representation contained therein is false.



 


		6.	[FOR
                                         TRANSFERS OF THE CLASS RR OR CLASS ST-VR CERTIFICATES ONLY][All distributions to be made
                                         to the Transferee Pursuant to the Pooling and Servicing Agreement should be made to:



 


[INSERT
WIRE TRANSFER INFORMATION]


 


		7.	All
                                         communications to the Transferee pursuant to the Pooling and Servicing Agreement should
                                         be provided to:



 


[INSERT
CONTACT INFORMATION]]


 


IN
WITNESS WHEREOF, the Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__.


 





	 	[TRANSFEROR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit D-6-3 


     


    

 


EXHIBIT
D-7


 


FORM
OF REQUEST OF RETAINING SPONSOR CONSENT FOR RELEASE OF THE RETAINED CERTIFICATES


 


[Date]





 


TO
BE SENT BY ELECTRONIC MAIL TO THE CERTIFICATE ADMINISTRATOR BY AMAZON SEATTLE RETAINING THIRD PARTY PURCHASER


Wells
Fargo Bank, National Association


9062
Old Annapolis Road


Columbia,
Maryland 21045


Attention:
Risk Retention Custody – Benchmark 2021-B25


Email:
RiskRetentionCustody@wellsfargo.com


 


TO
BE SENT BY ELECTRONIC MAIL TO THE RETAINING SPONSOR BY THE CERTIFICATE ADMINISTRATOR


Goldman
Sachs Mortgage Company,


as
Retaining Sponsor


Email:
leah.nivison@gs.com


Email:
joe.osborne@gs.com


Email:
gs-refgsecuritization@gs.com


 


GS
Mortgage Securities Corporation II,


as
Depositor


Email:
leah.nivison@gs.com


Email:
joe.osborne@gs.com


Email:
gs-refgsecuritization@gs.com


 


Cadwalader,
Wickersham & Taft, LLP


200
Liberty Street


New
York, New York 10281


Email:
lisa.pauquette@cwt.com


 


		Re:	Benchmark
                                         2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25
                                         (the “Certificates”) 



 


Ladies
and Gentlemen:


 


This
is delivered to you in connection with the release (the “Release”) of $[_____] aggregate Certificate Balance
of the Class [RR][ST-VR][300P-RR] Certificates from the [Third Party Purchaser Safekeeping Account][Retained Interest Safekeeping
Account] [and, in connection with the termination of the Risk Retention Rule, request to convert such Class 300P-RR Certificates
to a Book-Entry Certificate pursuant to the enclosed transfer certificate].


 






    Exhibit D-7-1 


     


    

 


The
Certificates were issued, and the Pooled RR Interest was created, pursuant to the Pooling and Servicing Agreement, dated as of
April 1, 2021 (the “Pooling and Servicing Agreement”), 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. All
capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement.


 


Add
any further explanation for the request for release [and conversion] below:


 





	 
	 
	 
	 
	 
	 
	 




 




The
[Amazon Seattle Retaining Third Party Purchaser][Holder of the Class [RR][ST-VR] Certificates] hereby requests your written consent
to the Release [and conversion to a Book-Entry Certificate] .


 


IMPORTANT
NOTICE: IF YOU FAIL TO RESPOND TO THE CERTIFICATE ADMINISTRATOR IN WRITING AT THE CONTACT INFORMATION SET FORTH BELOW WITHIN 10
BUSINESS DAYS AFTER YOUR RECEIPT OF THIS REQUEST, THEN THE RELEASE WILL BE DEEMED TO HAVE BEEN APPROVED BY YOU UNDER THE POOLING
AND SERVICING AGREEMENT.


 




    Exhibit D-7-2 


     


    

 


The
contact information of the Certificate Administrator is:


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Risk Retention Custody – Benchmark 2021-B25

Email: RiskRetentionCustody@wellsfargo.com


 





	 	Sincerely,
	 	 	 
	 	[REQUESTING
PARTY]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





	CONSENT
TO RELEASE:	 
	 	 	 
	RETAINING
SPONSOR	 
	 	 
	 	 	 
	By:	 	 
	Name:	 
	Title:	 
	Email:	 


 




    Exhibit D-7-3 


     


    

 


EXHIBIT
E


 


FORM
OF REQUEST FOR RELEASE

(for Custodian)


 


	Loan
    Information
	 	Name
    of Mortgagor:	 
	 	 	 
	 	[Master
Servicer] 
	 
	 	[General Special Servicer]

                                                                                [Amazon Seattle Special Servicer]

                                                                                Loan No.:
	 
	 	 	 
	Custodian
	 
	 	Name:	Wells
    Fargo Bank, National Association
	 	 	 
	 	Address:	1055
    10th Avenue SE

    Minneapolis, MN 55414

    Attention:  Corporate Trust Services (CMBS)

    Benchmark 2021-B25 Mortgage Trust
	 	Custodian/Trustee
    Mortgage File No.:	 
	 
	Depositor
	 
	 	Name:	GS
    Mortgage Securities Corporation II
	 	 	 
	 	Address:	200
West Street

        New
York, New York 10282

        Attention:
Leah Nivison


	 	 	 
	 	Certificates:	Benchmark
    2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25


 


The
undersigned [Master Servicer] [General Special Servicer] [Amazon Seattle Special Servicer] hereby requests delivery from Wells
Fargo Bank, National Association, as custodian (in such capacity, the “Custodian”) on behalf of Wells Fargo
Bank, National Association, as trustee (in such capacity, the “Trustee”), for the Holders of Benchmark 2021-B25
Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25 and the Pooled RR Interest Owner, the documents
referred to below (the “Documents”). All capitalized terms not otherwise defined in this Request for Release
shall have the meanings given them in the Pooling and Servicing Agreement dated as of April 1, 2021, among GS Mortgage Securities


 






    Exhibit E-1 


     


    

 


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 (the “Pooling and Servicing Agreement”).


 


		(
                            )	 



 


		(
                            )	 



 


		(
                            )	 



 


		(
                            )	 



 


The
undersigned [Master Servicer] [General Special Servicer] [Amazon Seattle Special Servicer] hereby acknowledges and agrees as follows:


 


(1)       The
[Master Servicer] [General Special Servicer] [Amazon Seattle Special Servicer] shall hold and retain possession of the Documents
in trust for the benefit of the Trustee, solely for the purposes provided in the Pooling and Servicing Agreement.


 


(2)       The
[Master Servicer] [General Special Servicer] [Amazon Seattle Special Servicer] shall not cause or permit the Documents to become
subject to, or encumbered by, any claims, liens, security interests, charges, writs of attachment or other impositions nor shall
the [Master Servicer] [General Special Servicer] [Amazon Seattle Special Servicer] assert or seek to assert any claims or rights
of set-off to or against the Documents or any proceeds thereof except as otherwise provided in the Pooling and Servicing Agreement.


 


(3)       The
[Master Servicer] [General Special Servicer] [Amazon Seattle Special Servicer] shall return the Documents to the Custodian when
the need therefor no longer exists, unless the Mortgage Loans and the Trust Subordinate Companion Loans have been liquidated or
the Mortgage Loans and the Trust Subordinate Companion Loans have been paid in full and the proceeds thereof have been remitted
to the Collection Account except as expressly provided in the Pooling and Servicing Agreement.


 


(4)       The
Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [Master Servicer]
[General Special Servicer] [Amazon Seattle Special Servicer] shall at all times be earmarked for the account of the Trustee, and
the [Master Servicer] [General Special Servicer] [Amazon Seattle Special Servicer] shall keep the Documents separate and distinct
from all other property in the [Master Servicer’s] [General Special Servicer’s] [Amazon Seattle Special Servicer’s]
possession, custody or control.


 






    Exhibit E-2 


     


    

 





	 	[_______________]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Date:
_________


 




    Exhibit E-3 


     


    

 


EXHIBIT
F-1


 


FORM
OF ERISA REPRESENTATION

LETTER REGARDING ERISA RESTRICTED CERTIFICATES


 


Wells
Fargo Bank, National Association,

as Certificate Administrator


600
South 4th Street, 7th Floor, MAC: N9300-070


Minneapolis,
Minnesota 55415


Attention:
Corporate Trust Services (CMBS)


Benchmark
2021-B25 Mortgage Trust


 


GS
Mortgage Securities Corporation II

200 West Street


New
York, New York, 10282


Attention:
Leah Nivison


 


		Re:	Transfer
                                         of Benchmark 2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series
                                         2021-B25 



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase US$[___] aggregate [Certificate Balance][Notional Amount]
in the Benchmark 2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25, Class [X-F][X-G][X-H]
[F][G][H][ST-A][300P-D][300P-E][300P-RR] Certificates issued pursuant to that certain Pooling and Servicing Agreement dated as
of April 1, 2021 (the “Pooling and Servicing Agreement”), 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. Capitalized
terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you as follows:


 


The
Purchaser is not and will not become (a) an employee benefit plan or other plan subject to the fiduciary responsibility provisions
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or to Section 4975 of the
Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32)
of ERISA) or other plan subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions
of ERISA or the Code (“Similar Law”) (each a “Plan”) or (b) a person acting on behalf
of or using the assets of any such Plan (including within the meaning of Department of Labor Regulation § 2510.3-101, as
modified by Section 3(42) of ERISA), other than an insurance company using the assets of its “insurance company general


 






    Exhibit F-1-1 


     


    

 


account”
(as such term is defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60) under circumstances
whereby the purchase and holding of Certificates by such insurance company will be exempt from the prohibited transaction provisions
of ERISA and the Code under Sections I and III of PTCE 95-60 (or, in the case of a Plan subject to Similar Law, where the acquisition,
holding and disposition of such Certificates will not constitute or result in a non-exempt violation of applicable Similar Law).


 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____________, 20__.


 





	 	Very
truly yours,
	 	 
	 	[The Purchaser]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Date:
_________


 




    Exhibit F-1-2 


     


    

 


EXHIBIT
F-2


 


Form
of ERISA Representation Letter

regarding [CLASS R Certificates][CLASS S CERTIFICATES][CLASS RR CERTIFICATES][CLASS
ST-VR CERTIFICATES]


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Administrator


600
South 4th Street, 7th Floor, MAC: N9300-070


Minneapolis,
Minnesota 55415

Attention: Corporate Trust Services (CMBS)

Benchmark 2021-B25 Mortgage Trust


 


[Transferor]


[______]


[______]


Attention:
[______]


 


		Re:	Benchmark
                                         2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25 



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase [$[__] aggregate Certificate Balance][[__]% Percentage Interest]
in the Benchmark 2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25, Class [R][S][RR][ST-VR]
Certificates (the “Class [R][S][RR][ST-VR] Certificate”) issued] pursuant to that certain Pooling and Servicing
Agreement dated as of April 1, 2021 (the “Pooling and Servicing Agreement”), 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. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling
and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Class [R][S][RR][ST-VR]
Certificate, the Purchaser is not and will not become (a) an employee benefit plan or other plan subject to the fiduciary responsibility
provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or to Section 4975
of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section
3(32) of ERISA) or other plan that is subject to any federal, state or local law that is, to a material extent, similar to the
foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”) or (b) a person
acting on behalf or using the assets of any such Plan (including within the meaning of Department of Labor Regulation §


 






    Exhibit F-2-1 


     


    

 


2510.3-101,
as modified by Section 3(42) of ERISA) to purchase such Class [R][S][RR][ST-VR] Certificate.


 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, 20__.


 





	 	Very
truly yours,
	 	 
	 	[The Purchaser]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit F-2-2 


     


    

 


EXHIBIT
G


 


FORM
OF DISTRIBUTION DATE STATEMENT


 




    Exhibit G-1 


     


    


 


 




	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B25 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certifcates

    

    Series 2021-B25	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	5/17/21
	Record Date:	4/30/21
	Determination Date:	5/11/21




	 	 	 	 	 	 	 	 	 
	 	 	 	 	DISTRIBUTION
    DATE STATEMENT	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Table
    of Contents	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	STATEMENT
    SECTIONS	PAGE(s)	 	 	 
	 	 	 	 	Certificate Distribution Detail	2	 	 	 
	 	 	 	 	Certificate Factor Detail	3	 	 	 
	 	 	 	 	Reconciliation Detail	4	 	 	 
	 	 	 	 	Other Required Information	5	 	 	 
	 	 	 	 	Cash Reconciliation Detail	6	 	 	 
	 	 	 	 	Current Mortgage Loan and Property Stratification
    Tables	7 - 9	 	 	 
	 	 	 	 	Mortgage Loan Detail	10	 	 	 
	 	 	 	 	NOI Detail	11	 	 	 
	 	 	 	 	Principal Prepayment Detail	12	 	 	 
	 	 	 	 	Historical Detail	13	 	 	 
	 	 	 	 	Delinquency Loan Detail	14	 	 	 
	 	 	 	 	Specially Serviced Loan Detail	15 - 16	 	 	 
	 	 	 	 	Advance Summary	17	 	 	 
	 	 	 	 	Modified Loan Detail	18	 	 	 
	 	 	 	 	Historical Liquidated Loan Detail	19	 	 	 
	 	 	 	 	Historical Bond / Collateral Realized Loss Reconciliation	20	 	 	 
	 	 	 	 	Interest Shortfall Reconciliation Detail	21 - 22	 	 	 
	 	 	 	 	Supplemental Reporting	23	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Depositor	 	 	 	Master
    Servicer	 	 	 	General Special Servicer	 	 	 	Amazon
    Seattle

    Special Servicer	 	 	 	Operating
    Advisor/Asset

    Representations Reviewer	 	 
	 	 	


GS
Mortgage Securities Corporation II

200 West Street 

New York, NY 10282

  

 

 

 

Contact:  Leah
Nivison

Phone Number:      (212) 902-1000
	 	 	 	Midland
                                         Loan Services, a Division of PNC

                                         Bank, National Association 

                                         10851 Mastin Street 

                                         Building 82, Suite 300 

                                         Overland Park, KS 66210

      

                                                                                                                                        

                                                                                                                                       Contact:    askmidlandls.com
Phone
                                         Number:    (913) 253-9000

	 	 	 	Rialto
                                         Capital Advisors, LLC
 200 S. Biscayne Blvd.
 Suite 3550
 Miami, FL 33131

         

         

         

        Contact:  General

        Phone
        Number:  (305) 229-6465

	 	 	 	Situs
                                         Holdings, LLC

                                         101 Montgomery Street 

                                         Suite 2250 

                                         San Francisco, CS 94104 
 


                                                                                                                                                

                                                                                                                                               

                                                                                                                                               

                                                                                                                                              Contact:
                                         Stacey Ciarlanti 

                                                                                                                                              Phone
                                         Number:   (415) 374-2825
	 	 	 	Pentalpha
                                         Surveillance LLC

                                         375 North French Road

                                         Suite 100

                                         Amherst, NY 14228
  

                                                                                                                                        

 

                                         Contact:
                                           Don Simon

                                         Phone Number:    (203) 660-6100
	 	 
	 	This report is compiled by Wells Fargo Bank, N.A. from information provided by third parties. Wells Fargo
Bank, N.A. has not independently confirmed the accuracy of the information.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Please visit www.ctslink.com for additional information and if applicable, any special notices
and any credit risk retention notices. In addition, certificateholders may register online for email notification when special
notices are posted. For information or assistance please call 866-846-4526.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


  





Page 1 of 23



    	 	 



     


    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B25 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certifcates

    

    Series 2021-B25	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	5/17/21
	Record Date:	4/30/21
	Determination Date:	5/11/21



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate
    Distribution Detail	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	 CUSIP	 	Pass-Through

    Rate	 	Original

    Balance	 	Beginning

    Balance	 	Principal

    Distribution	 	Interest

    Distribution	 	Prepayment

    Premium	 	Realized
    Loss/
 Additional Trust

    Fund Expenses	Total

    Distribution	Ending

    Balance	Current

     Subordination

    Level (1)	 	 
	 	 	A-1	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-2	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-3	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-4	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-5	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-AB	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-S	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	C	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	E	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	F	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	G	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	H	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	S	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	R	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	ST-A	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	ST-VR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	300P-A	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	300P-B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	300P-C	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	300P-D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	300P-E	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	300P-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	Pooled RR Interest	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	RR Certificates	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	Totals	 	 	 	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	 CUSIP	 	Pass-Through

    Rate	Original

    Notional
 Amount	Beginning

    Notional

    Amount	 	Interest

    Distribution	 	Prepayment

    Premium	 	Total

    Distribution	Ending

    Notional

    Amount	 	 	 	 	 	 	 	 
	 	 	X-A	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-F	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-G	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-H	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	(1)
                                         Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of
(i) the ending balance of the designated class and (ii) the ending certificate balance of all classes which are not subordinate
to the designated class and dividing the result by (A).


 


 


 


	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


Page 2 of 23



    	 	 



     


    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B25 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certifcates

    

    Series 2021-B25	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	5/17/21
	Record Date:	4/30/21
	Determination Date:	5/11/21








	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Certificate
    Factor Detail
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

                                         Balance
	Principal

                                         Distribution
	Interest

                                         Distribution
	Prepayment

                                         Premium
	Realized
                                         Loss/

                                         Additional Trust

                                         Fund Expenses
	Ending

                                         Balance
	 
	 	 
	 	 
	 	A-1	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-2	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-3	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-4	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-5	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-AB	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-S	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	B	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	C	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	D	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	E	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	F	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	G	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	H	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	S	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	R	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	ST-A	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	ST-VR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	300P-A	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	300P-B	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	300P-C	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	300P-D	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	300P-E	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	300P-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	Pooled RR Interest	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	RR Certificates	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

        Notional

        Amount
	Interest

        Distribution
	Prepayment

        Premium
	Ending

        Notional

        Amount
	 	 	 
	 	 	 	 
	 	 	 	 
	 	X-A	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-B	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-D	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-F	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-G	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-H	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	

                    
	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



 





Page 3 of 23



    	 	 



     


    

 











	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B25 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certifcates

    

    Series 2021-B25	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	5/17/21
	Record Date:	4/30/21
	Determination Date:	5/11/21








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Reconciliation
    Detail	 	 
	 	 	Principal
    Reconciliation	 	 
	 	 	 	 	Stated
    Beginning 

    Principal Balance	 	Unpaid
    Beginning

    Principal Balance	 	Scheduled
    

    Principal	 	Unscheduled
    Principal	 	Principal
    Adjustments	 	Realized
    Loss	 	Stated
    Ending

    Principal Balance	 	Unpaid
    Ending

    Principal Balance	 	Current
    Principal

    Distribution Amount	 	 
	 	 	Total	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Certificate
    Interest Reconciliation	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	Accrual
 Dates	Accrual
 Days	Accrued
 Certificate
 Interest	Net Aggregate
 Prepayment
 Interest Shortfall	Distributable
 Certificate
 Interest	Distributable
 Certificate Interest
 Adjustment	WAC CAP
 Shortfall	Interest 
 Shortfall/(Excess)	Interest
 Distribution	Remaining
    Unpaid

    Distributable

    Certificate Interest	 	 
	 	 	A-1	 	0	0	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	A-2	 	0	0	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	A-3	 	0	0	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	A-4	 	0	0	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	A-5	 	0	0	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	A-AB	 	0	0	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	X-A	 	0	0	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	X-B	 	0	0	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	X-D	 	0	0	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	X-F	 	0	0	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	X-G	 	0	0	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	X-H	 	0	0	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	X-S	 	0	0	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	B	 	0	0	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	C	 	0	0	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	D	 	0	0	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	E	 	0	0	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	F	 	0	0	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	G	 	0	0	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	H	 	0	0	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	ST-A	 	0	0	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	ST-VR	 	0	0	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	300P-A	 	0	0	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	300P-B	 	0	0	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	300P-C	 	0	0	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	300P-D	 	0	0	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	300P-E	 	0	0	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	300P-RR	 	0	0	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	Pooled RR Interest	 	0	0	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	RR Certificates	 	0	0	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  	 	 
	 	 	Totals	 	 	0	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 


Page 4 of 23



    	 	 



     


    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B25 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certifcates

    

    Series 2021-B25	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	5/17/21
	Record Date:	4/30/21
	Determination Date:	5/11/21





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Other
    Required Information	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Available Distribution Amount  (1)	 	    0.00	 		 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Appraisal Reduction Amount	 	 	 	 
	 	 		 	 	 	 	Loan

    Number	 	 	Appraisal	 	 	Cumulative	 	 	Most
    Recent	 	 	 
	 	 		 	 	 	 	 	 	Reduction	 	 	ASER	 	 	App.
                                         Reduction



	 	 	 
	 	 	 	 	 	 	 	 	 	Effected	 	 	Amount	 	 	Date	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Controlling
    Class Information	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Controlling Class:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Effective
                                         as of: mm/dd/yyyy



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Directing Holder:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Effective
                                     as of: mm/dd/yyyy



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	(1) The Available Distribution Amount includes any Prepayment Premiums and Yield Maintenance Charges.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


Page 5 of 23



    	 	 



     


    






 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B25 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certifcates

    

    Series 2021-B25	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	5/17/21
	Record Date:	4/30/21
	Determination Date:	5/11/21








	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Cash
    Reconciliation Detail	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Total Funds Collected	 	 	 	Total Funds Distributed	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Interest:	 	 	 	Fees:	 	 	 
	 	Scheduled Interest	0.00	 	 	Master Servicing Fee - Midland Loan Services	0.00	 	 
	 	Interest reductions
    due to Nonrecoverability Determinations	0.00	 	 	Certificate Administrator/Trustee Fee - Wells Fargo Bank, N.A.	0.00	 	 
	 	Interest Adjustments	0.00	 	 	CREFC® Intellectual Property Royalty License Fee	0.00	 	 
	 	Deferred Interest	0.00	 	 	Operating Advisor Fee - Pentalpha Surveillance LLC	0.00	 	 
	 	ARD Interest	0.00	 	 	Asset Representations Reviewer Fee - Pentalpha Surveillance	0.00	 	 
	 	Default Interest
    and Late Payment Charges	0.00	 	 	 LLC	 	 	 
	 	Net Prepayment Interest
Shortfall	0.00	 	 			 	 
	 	Net Prepayment Interest
    Excess	0.00	 	 		 	 	 
	 	Extension Interest	0.00	 	 	Total Fees	 	0.00	 
	 	Interest Reserve
    Withdrawal	0.00	 	 	Additional Trust
    Fund Expenses:	 		 
	 	Total Interest
    Collected	 	0.00	 	Reimbursement for
    Interest on Advances	0.00	 	 
	 	 	 	 	 	ASER Amount	0.00	 	 
	 	Principal:	 	 	 	Special Servicing
    Fee	0.00	 	 
	 	Scheduled Principal	0.00	 	 	Attorney Fees &
    Expenses	0.00	 	 
	 	Unscheduled Principal	0.00	 	 	Bankruptcy Expense	0.00	 	 
	 	Principal Prepayments	0.00	 	 	Taxes Imposed on
    Trust Fund	0.00	 	 
	 	Collection of Principal
    after Maturity Date	0.00	 	 	Non-Recoverable Advances	0.00	 	 
	 	Recoveries from
    Liquidation and Insurance Proceeds	0.00	 	 	Workout-Delayed Reimbursement
    Amounts	0.00	 	 
	 	Excess of Prior
    Principal Amounts paid	0.00	 	 	Other Expenses	0.00	 	 
	 	Curtailments	0.00	 	 	Total Additional
    Trust Fund Expenses		0.00	 
	 	Negative Amortization	0.00	 	 				 
	 	Principal Adjustments	0.00	 	 	Interest Reserve
    Deposit	 	0.00	 
	 	Total Principal
    Collected		0.00 	 		 		 
	 	 	 	 	 	 	 	 	 
	 	Other:	 	 	 	Payments to Certificateholders
    & Others:	 	 	 
	 	Prepayment Penalties/Yield
    Maintenance Charges	0.00	 	 	Interest Distribution	0.00	 	 
	 	Repayment Fees	0.00	 	 	Principal Distribution	0.00	 	 
	 	Borrower Option Extension
    Fees	0.00	 	 	Prepayment Penalties/Yield
    Maintenance Charges 	0.00	 	 
	 	Excess Liquidation
    Proceeds	0.00	 	 	Borrower Option Extension
    Fees	0.00	 	 
	 	Net Swap Counterparty
    Payments Received	0.00	 	 	Net Swap Counterparty
    Payments Received	0.00	 	 
	 	Total Other Collected		0.00	 	Total Payments
    to Certificateholders & Others		0.00	 
	 	Total Funds Collected	 	0.00	 	Total Funds
    Distributed	 	0.00	 
	 	 	 	 	 	 	 	 	 



 


Page 6 of 23



    	 	 



     


    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B25 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certifcates

    

    Series 2021-B25	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	5/17/21
	Record Date:	4/30/21
	Determination Date:	5/11/21






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
        Mortgage Loan and Property Stratification Tables

        Aggregate
        Pool
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled
    Balance	 	State
    (3)	 
	 	 	 	 	 
	 	Scheduled
    

    Balance	#
                                         of


        loans

        	Scheduled


        Balance

        	%
                                         of


        Agg.


        Bal.

        	WAM


        (2)

        	WAC	Weighted


        Avg
        DSCR (1)

        	 	State	#
                                         of


        Props.

        	Scheduled


        Balance

        	%
                                         of


        Agg.


        Bal.

        	WAM


        (2)

        	WAC	Weighted


        Avg
        DSCR (1)

        	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 
	 	 	 
	 	Debt Yield Ratio (4)	 	 	 
	 	 	 	 	 
	 	Debt Yield Ratio	#
                                         of


        loans

        	Scheduled


        Balance

        	%
                                         of


        Agg.


        Bal.

        	WAM


        (2)

        	WAC	Weighted


        Avg
        DSCR (1)

        	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	See footnotes on last page of this section.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


Page 7 of 23



    	 	 



     


    
 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B25 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certifcates

    

    Series 2021-B25	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	5/17/21
	Record Date:	4/30/21
	Determination Date:	5/11/21






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Mortgage Loan and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt
    Service Coverage Ratio	 	Property
    Type (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt
    Service

    Coverage Ratio	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Property
    Type	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note
    Rate	 	Seasoning	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note

    Rate	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Seasoning	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	See
    footnotes on last page of this section.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


Page 8 of 23



    	 	 



     


    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B25 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certifcates

    

    Series 2021-B25	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	5/17/21
	Record Date:	4/30/21
	Determination Date:	5/11/21







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Mortgage Loan and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 
	 	Anticipated
    Remaining Term (ARD and Balloon Loans)	 	Remaining
    Stated Term (Fully Amortizing Loans)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Anticipated
    Remaining

    Term (2)	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM (2)	WAC	Weighted

    Avg DSCR (1)	 	Remaining
    Stated

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining
    Amortization Term (ARD and Balloon Loans)	 	Age
    of Most Recent NOI	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining
    Amortization

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM (2)	WAC	Weighted

    Avg DSCR (1)	 	Age
    of Most

    Recent NOI	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	


(1) Debt Service
Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases the
most current DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information from the
offering document is used. The Trustee makes no representations as to the accuracy of the data provided by the borrower for this
calculation.


	 
	 	 	 
	 	(2) Anticipated
                     Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the
                     Anticipated Repayment Date, if applicable, and the Maturity Date. 



	 
	 	 	 
	 	(3) Data
                     in this table was calculated by allocating pro-rata the current loan information to the properties based
                     upon the Cut-Off Date balance of each property as disclosed in the offering document.



	 
	 	 	 
	 	The Scheduled Balance Totals reflect
    the aggregate balances of all pooled loans as reported in the CREFC Loan Periodic Update File. To the extent that the Scheduled
    Balance Total figure for the “State” and “Property” stratification tables is not equal to the sum
    of the scheduled balance figures for each state or property, the difference is explained by loans that have been modified
    into a split loan structure. The “State” and “Property” stratification tables do not include the balance
    of the subordinate note (sometimes called the B-piece or a “hope note”) of a loan that has been modified into
    a split-loan structure. Rather, the scheduled balance for each state or property only reflects the balance of the senior note
    (sometimes called the A-piece) of a loan that has been modified into a split-loan structure.	 
	  	 	 
	 	Note: There are no Hyper-Amortization
    Loans included in the Mortgage Pool.	 
	 	 	 	 	 


 


Page 9 of 23



    	 	 



     


    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B25 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certifcates

    

    Series 2021-B25	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	5/17/21
	Record Date:	4/30/21
	Determination Date:	5/11/21






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Mortgage
    Loan Detail	 
	 	 	 
	 	Loan

    Number	ODCR
    	Property

    Type (1)	City	State	Interest

    Payment	Principal

    Payment	Gross

    Coupon	Anticipated
    

    Repayment

    Date	Maturity

    Date	Neg.

    Amort

    (Y/N)	Beginning

    Scheduled

    Balance	Ending

    Scheduled

    Balance	Paid

    Thru

    Date	Appraisal

    Reduction

    Date	Appraisal

    Reduction

    Amount	Res.

    Strat.

    (2)	Mod.

    Code

    (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Property Type Code	(2)
    Resolution Strategy Code	(3)
    Modification Code
	 	 	 
	 	MF 	-	Multi-Family	SS



	-	Self Storage



	1	-	Modification	7	-	REO	11	-	Full Payoff	1	-	Maturity Date Extension	6	-	Capitalization on Interest	 
	 	RT 	-	Retail	98	-	Other



	2 	-	Foreclosure	8	-	Resolved	12 	 -	Reps and
    Warranties  	2	-	Amortization Change	7	-	Capitalization on Taxes	 
	 	HC	-	Health Care	SE	-	Securities



	3	-	Bankruptcy	9	-	Pending Return	13	-	TBD	3	-	Principal Write-Off	8	-	Other	 
	 	 IN	-	Industrial	CH	-	Cooperative
                                         Housing



	4	-	Extension			to Master Servicer	98	-	Other	4	-	Blank	9	-	Combination	 
	 	MH	-	Mobile Home Park	WH	-	Warehouse	5	-	Note Sale	10	- 	Deed in Lieu Of				5	-	Temporary Rate Reduction  	10	-	Forbearance



	 
	 	OF 	-	Office	ZZ



	-	Missing Information



	6	-	DPO



	 	 	Foreclosure



	 	 	 	 	 	 	 	 	 	 
	 	MU







	-	Mixed Use



	SF	-	Single Family



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	LO



	-	Lodging	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 











 


Page 10 of 23



    	 	 



     


    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B25 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certifcates

    

    Series 2021-B25	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	5/17/21
	Record Date:	4/30/21
	Determination Date:	5/11/21





	 	 	 	 	 	 	 	 	 	 	 	 
	 	NOI
    Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	ODCR	Property

    Type	City	State	Ending

    Scheduled

    Balance	Most

    Recent

    Fiscal NOI (1)	Most

    Recent

    NOI (1)	Most
    Recent

    NOI Start

    Date	Most
    Recent

    NOI End

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
                                         The Most Recent Fiscal NOI and Most Recent NOI fields correspond to the financial data
                                         reported by the Master Servicer. An NOI of 0.00 means the Master Servicer did not report
                                         NOI figures in their loan level reporting.



	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


Page 11 of 23


    	 	 



     


    










 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B25 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certifcates

    

    Series 2021-B25	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	5/17/21
	Record Date:	4/30/21
	Determination Date:	5/11/21






	 	 	 	 	 	 	 	 	 
	 	Principal
    Prepayment Detail	 
	 	 	 	 	 	 	 	 	 
	 	Loan
    Number	Loan
    Group	Offering
    Document
Cross-Reference	Principal
    Prepayment Amount	Prepayment
    Penalties	 
	 	Payoff
    Amount	Curtailment
    Amount	Prepayment
    

    Premium	Yield
    Maintenance
Charge	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


Page 12 of 23


    	 	 



     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B25 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certifcates

    

    Series 2021-B25	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	5/17/21
	Record Date:	4/30/21
	Determination Date:	5/11/21






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical
    Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquencies	Prepayments	Rate
    and Maturities	 
	 	Distribution	30-59
    Days	60-89
    Days	90
    Days or More	Foreclosure	REO	Modifications	Curtailments	Payoff	Next
    Weighted Avg.	WAM 	 
	 	Date	#	 	#	 	#	 	#	 	#	 	#	  	#	  	#	 	Coupon	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note: Foreclosure and REO Totals are excluded from the delinquencies.	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


Page 13 of 23


    	 	 



     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B25 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certifcates

    

    Series 2021-B25	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	5/17/21
	Record Date:	4/30/21
	Determination Date:	5/11/21






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquency
    Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering

    Document

    Cross-Reference	#
    of

    Months

    Delinq.	Paid
    Through

    Date	Current

    P & I

    Advances	Outstanding

    P & I

    Advances **	Status
    of

    Loan  (1)	Resolution

    Strategy

    Code  (2)	Servicing
Transfer
    Date	Foreclosure

    Date	Actual

    Principal

    Balance	Outstanding

    Servicing

    Advances	Bankruptcy

    Date	REO

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(1)
    Status of Mortgage Loan	 	 	(2)
    Resolution Strategy Code	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	A	-	Payment Not Received	0	- Current	4	-	Performing Matured Balloon



	1	-	Modification	7	-	REO	11	-	Full Payoff



	 	 
	 	 	 	 	But Still in Grace Period	1	- 30-59 Days Delinquent	5 	-	Non Performing Matured
    Balloon	2 	-	Foreclosure	8	-	Resolved	12	-	Reps
    and Warranties	 	 
	 	 	 	 	Or Not Yet Due	2	- 60-89 Days Delinquent	6	-	121+ Days Delinquent	3 	-	Bankruptcy	9	-	Pending Return	13	-	TBD	 	 
	 	 	B	-	Late Payment But Less	3	- 90-120 Days Delinquent	 	 	 	4 	-	Extension			to Master Servicer	98	-	Other



	 	 
	 	 	 	 	Than 30 Days Delinquent	 	 	 	 	 	5 	-	Note Sale	10	 -	Deed
                                      In Lieu Of



				 	 
	 	 	** Outstanding P & I Advances
    include the current period advance.	6	-	DPO	 	 	Foreclosure	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


Page 14 of 23


    	 	 



     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B25 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certifcates

    

    Series 2021-B25	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	5/17/21
	Record Date:	4/30/21
	Determination Date:	5/11/21






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially
    Serviced Loan Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

    Cross-Reference	Servicing

    Transfer

    Date	Resolution

    Strategy

    Code (1)	Scheduled

    Balance	Property

    Type (2)	State	Interest

    Rate	Actual

    Balance	Net

    Operating

    Income	DSCR

    Date	DSCR	Note

    Date	Maturity

    Date	Remaining

    Amortization

    Term	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	(1)
    Resolution Strategy Code	(2)
    Property Type Code	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	-  Modification	7	-	REO	11	-	Full Payoff	MF	-	Multi-Family	SS	-	Self Storage



	 
	 	2	-  Foreclosure	8	-	Resolved	12	- 	Reps and Warranties	RT	-	Retail	98	-	Other



	 
	 	3	-  Bankruptcy	9	-	Pending Return	13	-	TBD	HC	-	Health Care	SE	-	Securities



	 
	 	4	-  Extension			to Master Servicer	98	-	Other	IN	-	Industrial	CH	-	Cooperative Housing



	 
	 	5	-  Note Sale	10	 -	Deed in Lieu Of				MH	-	Mobile Home Park	WH	-	Warehouse



	 
	 	6	-  DPO	 	 	Foreclosure	 	 	 	OF



	-	Office



	ZZ



	- 	Missing Information



	 
	 	 	 	 	 	 	 	 	 	MU



	- 	Mixed Use



	SF 	- 	Single Family 	 
	 	 	 	 	 	 	 	 	 	LO



	- 	Lodging



	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 

Page 15 of 23


    	 	 



     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B25 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certifcates

    

    Series 2021-B25	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	5/17/21
	Record Date:	4/30/21
	Determination Date:	5/11/21





	 	 	 	 	 	 	 	 	 	 	 
	 	Specially
    Serviced Loan Detail - Part 2	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

     Cross-Reference 	Resolution

    Strategy

    Code (1)	Site

    Inspection

    Date	

    Phase 1 Date	Appraisal
    Date	Appraisal

    Value	Other
    REO

    Property Revenue	Comment
                                         from Special Servicer



	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Resolution Strategy Code	(2)
    Property Type Code          	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	-  Modification	7	-	REO	11	-	Full Payoff	MF	-	Multi-Family	SS	-	Self Storage



	 
	 	2	-  Foreclosure	8	-	Resolved	12	- 	Reps and Warranties	RT	-	Retail	98	-	Other



	 
	 	3	-  Bankruptcy	9	-	Pending Return	13	-	TBD	HC	-	Health Care	SE	-	Securities



	 
	 	4	-  Extension			to Master Servicer	98	-	Other	IN	-	Industrial	CH	-	Cooperative Housing



	 
	 	5	-  Note Sale	10	 -	Deed in Lieu Of				MH	-	Mobile Home Park	WH	-	Warehouse



	 
	 	6	-  DPO	 	 	Foreclosure	 	 	 	OF



	-	Office



	ZZ



	-	Missing Information



	 
	 	 	 	 	 	 	 	 	 	MU



	-	Mixed Use



	SF 	-	Single Family 	 
	 	 	 	 	 	 	 	 	 	LO



	-	Lodging



	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


Page 16 of 23


    	 	 



     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B25 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certifcates

    

    Series 2021-B25	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	5/17/21
	Record Date:	4/30/21
	Determination Date:	5/11/21





	 	 	 	 	 	 	 
	Advance
    Summary
	 	 	 	 	 	 	 
	 	Loan
    Group 	Current
    P&I

    Advances	Outstanding
    P&I

    Advances	Outstanding
    Servicing

    Advances	Current
    Period Interest

    on P&I and Servicing

    Advances Paid	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Totals	0.00	0.00	0.00	0.00	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


Page 17 of 23


    	 	 



     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B25 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certifcates

    

    Series 2021-B25	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	5/17/21
	Record Date:	4/30/21
	Determination Date:	5/11/21






	 	 	 	 	 	 	 	 	 	 
	 	Modified
    Loan Detail	 
	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

    Cross-Reference	Pre-Modification

    Balance	Post-Modification

    Balance	Pre-Modification

    Interest Rate	Post-Modification

    Interest Rate	Modification

    Date	Modification
    Description	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 


 


Page 18 of 23


    	 	 



     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B25 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certifcates

    

    Series 2021-B25	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	5/17/21
	Record Date:	4/30/21
	Determination Date:	5/11/21






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical
    Liquidated Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	ODCR	Beginning

    Scheduled

    Balance	Fees,

    Advances,

    and Expenses *	Most
    Recent

    Appraised

    Value or BPO	Gross
    Sales

    Proceeds or

    Other Proceeds	Net
    Proceeds

    Received on

    Liquidation	Net
    Proceeds

    Available for

    Distribution	Realized
    

    Loss to Trust	Date
    of Current

    Period Adj.

    to Trust	Current
    Period

    Adjustment

    to Trust	Cumulative

    Adjustment

    to Trust	Loss
    to Loan

    with Cum

    Adj. to Trust	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	Cumulative
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	*
    Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


Page 19 of 23


    	 	 



     


    



 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B25 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certifcates

    

    Series 2021-B25	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	5/17/21
	Record Date:	4/30/21
	Determination Date:	5/11/21












	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical
    Bond/Collateral Loss Reconciliation Detail	 
	 	 	 
	 	Distribution

    Date	 	 	Offering

    Document

    Cross-Reference	 	 	Beginning

    Balance

    at Liquidation	 	 	Aggregate

    Realized Loss

    on Loans	 	 	Prior
    Realized

    Loss Applied

    to Certificates	 	 	Amounts

    Covered by

    Credit Support	 	 	Interest

    (Shortages)/

    Excesses	 	 	Modification

    /Appraisal

    Reduction Adj.	 	 	Additional

    (Recoveries)

    /Expenses	 	 	Realized
    Loss

    Applied to

    Certificates to Date	 	 	Recoveries
    of

    Realized Losses

    Paid as Cash	 	 	(Recoveries)/

    Losses Applied to

    Certificate Interest	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	   	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals     	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


Page 20 of 23


    	 	 



     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B25 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certifcates

    

    Series 2021-B25	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	5/17/21
	Record Date:	4/30/21
	Determination Date:	5/11/21






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Interest
    Shortfall Reconciliation Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-

    Reference	 	 	Stated

    Principal

    Balance at

    Contribution	 	 	Current

    Ending

    Scheduled

    Balance	 	 	Special
    Servicing Fees	 	 	ASER	 	 	(PPIS)
    Excess	 	 	Non-Recoverable

    (Scheduled

    Interest)	 	 	Interest
    on

    Advances	 	 	Modified
    Interest

    Rate (Reduction)

    /Excess	 
	Monthly	 	 	Liquidation	 	Work
    Out
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


Page 21 of 23


    	 	 



     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B25 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certifcates

    

    Series 2021-B25	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	5/17/21
	Record Date:	4/30/21
	Determination Date:	5/11/21






	 	 	 	 	 	 	 	 	 
	 	Interest
    Shortfall Reconciliation Detail - Part 2	 
	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-Reference	Stated
    Principal

    Balance at

    Contribution	Current
    Ending

    Scheduled

    Balance	Reimb
    of Advances to the Servicer	 Other
     (Shortfalls)/ 

     Refunds	Comments	 
	Current
    Month	Left
    to Reimburse

    Master Servicer
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	Interest
    Shortfall Reconciliation Detail Part 2 Total	0.00	 	 	 
	 	Interest
    Shortfall Reconciliation Detail Part 1 Total	0.00	 	 	 
	 	Total
    Interest Shortfall Allocated to Trust	0.00	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


Page 22 of 23


    	 	 



     


    

 










	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B25 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certifcates

    

    Series 2021-B25	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	5/17/21
	Record Date:	4/30/21
	Determination Date:	5/11/21





	 	 	 
	 	 	 
	 	Supplemental Reporting	 
	 	 	 
	 	 	 
	 	Risk
    Retention	 
	 	 	 
	 	Pursuant
to the PSA and the Credit Risk Retention Agreement, the Certificate Administrator has made available on www.ctslink.com, specifically
under the “U.S. Risk Retention Special Notices” tab for the Benchmark 2021-B25 Mortgage Trust transaction, certain
information provided to the Certificate Administrator regarding each Retaining Party’s compliance with the Retention Covenant.
Investors should refer to the Certificate Administrator’s website for all such information.	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Disclosable Special Servicer Fees, Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event
information would be disclosed here.	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 




Page 23 of 23



    	 	 



     


    


 


 


EXHIBIT
H


 


[RESERVED]


 




    Exhibit H-1 


     


    

 


EXHIBIT
I


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Temporary Regulation S Book-Entry Certificate

during Restricted Period


 


(Exchanges
or transfers pursuant to

Section 5.03(c) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


600
South 4th Street, 7th Floor, MAC: N9300-070


Minneapolis,
Minnesota 55415


Attention:
Corporate Trust Services (CMBS)


Benchmark
2021-B25 Mortgage Trust


 


		Re:	Benchmark
                                         2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25,
                                         Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of April 1, 2021 (the “Pooling and Servicing Agreement”),
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. Capitalized terms used but not defined herein shall have the meanings
given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), and accordingly the Transferor does hereby certify that:


 


 






		*	Select
appropriate depository.



 






    Exhibit I-1 


     


    

 


(1)         the
offer of the Certificates was not made to a person in the United States;


 


[(2)       at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)        the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)         no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)          the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer, the Asset Representations
Reviewer, the Initial Purchasers and the Loan-Specific Initial Purchasers.


 





	 	[Insert
Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:
_______


 


cc:
GS Mortgage Securities Corporation II


 


 






** Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




    Exhibit I-2 


     


    

 


EXHIBIT
J


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchange
or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


600
South 4th Street, 7th Floor, MAC: N9300-070


Minneapolis,
Minnesota 55415

Attention: Corporate Trust Services (CMBS)

Benchmark 2021-B25 Mortgage Trust


 


		Re:	Benchmark
                                         2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25,
                                         Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of April 1, 2021 (the “Pooling and Servicing Agreement”),
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. Capitalized terms used but not defined herein shall have the meanings
given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate
of such Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in
accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)          the
offer of the Certificates was not made to a person in the United States,


 






    Exhibit J-1 


     


    

 


[(2)        at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)        the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)          no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)          the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer, the Asset Representations
Reviewer, the Initial Purchasers and the Loan-Specific Initial Purchasers.


 





	 	[Insert
Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:
________


 


cc:
GS Mortgage Securities Corporation II


 


 






* Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




    Exhibit J-2 


     


    

 


EXHIBIT
K


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Rule 144A Book-Entry Certificate during Restricted Period


 


(Exchange
or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


600
South 4th Street, 7th Floor, MAC: N9300-070


Minneapolis,
Minnesota 55415


Attention:
Corporate Trust Services (CMBS)


Benchmark
2021-B25 Mortgage Trust


 


		Re:	Benchmark
                                         2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25,
                                         Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of April 1, 2021 (the “Pooling and Servicing Agreement”),
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. Capitalized terms used but not defined herein shall have the meanings
given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No.
[______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository in the
name of [insert name of transferor] (the “Transferor”). The Transferor has requested an exchange or transfer
of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act
of 1933, as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing
the Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment
discretion, and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A
in each case in a transaction meeting the requirements of


 


 






*
Select appropriate depository.


 






    Exhibit K-1 


     


    

 


Rule 144A
and in accordance with any applicable securities laws of any state of the United States or other applicable jurisdiction.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer, the Asset Representations
Reviewer, the Initial Purchasers and the Loan-Specific Initial Purchasers.


 





	 	[Insert
Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:
_______


 


cc:
GS Mortgage Securities Corporation II


 




    Exhibit K-2 


     


    

 


EXHIBIT
L


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchanges
pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


600
South 4th Street, 7th Floor, MAC: N9300-070


Minneapolis,
Minnesota 55415


Attention:
Corporate Trust Services (CMBS)


Benchmark
2021-B25 Mortgage Trust


 


		Re:	Benchmark
                                         2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25,
                                         Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of April 1, 2021 (the “Pooling and Servicing Agreement”),
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. Capitalized terms used but not defined herein shall have the meanings
given to them in the Pooling and Servicing Agreement.


 


[For
purposes of acquiring a beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the
expiration of the Restricted Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate
of the Class specified above,]* the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry
Certificate of the Class specified above issued under the Pooling and Servicing Agreement certifies that it is not a U.S. Person
as defined by Regulation S under the Securities Act of 1933, as amended.


 


We
undertake to advise you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification
relating to the Certificates of the Class specified above held by you for our account if any applicable statement herein is not
correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such
date.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are


 


 






*
Select, as applicable.


 






    Exhibit L-1 


     


    

 


commenced
or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this
certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your
benefit and the benefit of the Depositor, the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Initial Purchasers
and the Loan-Specific Initial Purchasers.


 


	 	Dated:______________
	 	 	 
		By:	 
	 	 	as, or as agent for, the holder of a beneficial interest in the Certificates to which
                                         this certificate relates.



 




    Exhibit L-2 


     


    

 


EXHIBIT
M


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Temporary Regulation S Book-Entry
Certificate


 


(Exchanges
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


600
South 4th Street, 7th Floor, MAC: N9300-070


Minneapolis,
Minnesota 55415


Attention:
Corporate Trust Services (CMBS)


Benchmark
2021-B25 Mortgage Trust


 


		Re:	Benchmark
                                         2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25,
                                         Class [__] 



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of April 1, 2021 (the “Pooling and Servicing Agreement”),
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. Capitalized terms used but not defined herein shall have the meanings
given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), and accordingly the Transferor does hereby certify that:


 


(1)         the
offer of the Certificates was not made to a person in the United States;


 


 



 


* Select appropriate depository.






    Exhibit M-1 


     


    

 


[(2)        at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)         the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **


 


(3)          no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)          the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the General Special
Servicer, the Amazon Seattle Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the Initial Purchasers and the Loan-Specific Initial Purchasers.


 





	 	[Insert
Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:
________


 


cc:
GS Mortgage Securities Corporation II


 


 






** Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




    Exhibit M-2 


     


    

 


EXHIBIT
N


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Regulation S Book-Entry Certificate


 


(Exchange
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


600
South 4th Street, 7th Floor, MAC: N9300-070


Minneapolis,
Minnesota 55415


Attention:
Corporate Trust Services (CMBS)


Benchmark
2021-B25 Mortgage Trust


 


		Re:	Benchmark
                                         2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25,
                                         Class [__] 



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of April 1, 2021 (the “Pooling and Servicing Agreement”),
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. Capitalized terms used but not defined herein shall have the meanings
given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No.
[______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in
accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)         the
offer of the Certificates was not made to a person in the United States,


 






    Exhibit N-1 


     


    

 


[(2)        at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)        the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)         no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)         the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the General Special
Servicer, the Amazon Seattle Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the Initial Purchasers and the Loan-Specific Initial Purchasers.


 


	 	[Insert
Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


Dated:
_______


 


cc:
GS Mortgage Securities Corporation II


 


 






* Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




    Exhibit N-2 


     


    

 


EXHIBIT
O


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Rule 144A Book-Entry Certificate


 


(Exchange
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


600
South 4th Street, 7th Floor, MAC: N9300-070


Minneapolis,
Minnesota 55415


Attention:
Corporate Trust Services (CMBS)


Benchmark
2021-B25 Mortgage Trust


 


		Re:	Benchmark
                                         2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25,
                                         Class [__] 



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of April 1, 2021 (the “Pooling and Servicing Agreement”),
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. Capitalized terms used but not defined herein shall have the meanings
given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a
beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act
of 1933, as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing
the Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment
discretion, and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A
in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws
of any state of the United States or other applicable jurisdiction.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are


 






    Exhibit O-1 


     


    

 


commenced
or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this
certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your
benefit and the benefit of the Depositor, the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Initial Purchasers
and the Loan-Specific Initial Purchasers.


 





	 	[Insert
Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:
_______


 


cc:
GS Mortgage Securities Corporation II


 




    Exhibit O-2 


     


    

 


EXHIBIT
P-1A


 


FORM
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)


 


[Date]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Benchmark 2021-B25 Mortgage Trust


trustadministrationgroup@wellsfargo.com;

cts.cmbs.bond.admin@wellsfargo.com
 


 


		Re:	Benchmark
                                         2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25 



 


In
accordance with the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling and Servicing Agreement”),
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, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion
Holder or a Risk Retention Consultation Party (or any investment advisor or manager or other representative of the foregoing).


 


2.       The
undersigned is neither the Directing Holder, the Controlling Class Representative, a Controlling Class Certificateholder, the
Amazon Seattle Loan-Specific Directing Holder, the Amazon Seattle Controlling Class Representative, an Amazon Seattle Controlling
Class Certificateholder, the SOMA Teleco Office Loan-Specific Directing Holder, the SOMA Teleco Office Class Representative nor
a SOMA Teleco Office Controlling Class Certificateholder.


 


3.       In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.       [FOR
PARTIES OTHER THAN ANY RISK RETENTION CONSULTATION PARTY:] The undersigned is not a Borrower Party. 


 






    Exhibit P-1A-1 


     


    

 


5.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the
undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


6.       The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer,
the Amazon Seattle Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial
Purchasers, the Loan-Specific Initial Purchasers and the Trust Fund for any loss, liability or expense incurred thereby with respect
to any such breach by the undersigned or any of its Representatives.


 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 






    Exhibit P-1A-2 


     


    

 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[Certificateholder][Beneficial Owner][Prospective Purchaser][Companion Holder] [Risk Retention Consultation Party]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:
_______


cc:
GS Mortgage Securities Corporation II


 




    Exhibit P-1A-3 


     


    

 


EXHIBIT
P-1B


 


FORM
OF INVESTOR CERTIFICATION for Non-Borrower PartY

(for the DIRECTING HOLDER, CONTROLLING CLASS REPRESENTATIVE and/or a Controlling Class
Certificateholder)


 


[Date]


 


	Midland
Loan Services, a Division of PNC Bank, 

National Association

        10851
Mastin Street, Suite 700

        Overland
Park, Kansas 66210

        Attention:
        Executive Vice President Division Head

         
	Wells
Fargo Bank, National Association

        600
South 4th Street, 7th Floor, MAC: N9300-070

Minneapolis, Minnesota 55415

        Attention:
Corporate Trust Services (CMBS)

        Benchmark
2021-B25 Mortgage Trust

        trustadministrationgroup@wellsfargo.com

        cts.cmbs.bond.admin@wellsfargo.com

	 	 
	

        Pentalpha
Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Benchmark 2021-B25 Transaction 

Manager

With a copy sent via e-mail to: 

notices@pentalphasurveillance.com with 

Benchmark 2021-B25 in the subject line
	

        Situs
        Holdings, LLC


        101 Montgomery Street, Suite 2250

San Francisco, California 94104

Attention: Stacey Ciarlanti

Email: staceyciarlanti@situsamc.com



	 	 
	Rialto
Capital Advisors, LLC

        Southeast
Financial Center

        200
S. Biscayne Blvd, Suite 3550

        Miami,
Florida 33131

        Attention:
Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer

        Facsimile
number: (305) 229-6425

        Email:
liat.heller@rialtocapital.com

        Email:
jeff.krasnoff@rialtocapital.com

        Email:
niral.shah@rialtocapital.com

        Email:
adam.singer@rialtocapital.com
	 


 


		Re:	Benchmark
                                         2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25 



 


In
accordance with the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling and Servicing Agreement”),
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


 






    Exhibit P-1B-1 


     


    

 


Asset
Representations Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby certifies
and agrees as follows:


 


1.       The
undersigned is the Directing Holder, the Controlling Class Representative, the Holder of the majority of the Controlling Class,
a Controlling Class Certificateholder, the Amazon Seattle Loan-Specific Directing Holder, Amazon Seattle Controlling Class Representative,
a Holder of the majority of the Amazon Seattle Controlling Class, an Amazon Seattle Controlling Class Certificateholder, the SOMA
Teleco Office Loan-Specific Directing Holder, the SOMA Teleco Office Class Representative, the Holder of the majority of the SOMA
Teleco Office Controlling Class or a SOMA Teleco Office Controlling Class Certificateholder.


 


2.       The
undersigned has received a copy of the Prospectus.


 


3.       The
undersigned is not a Borrower Party.


 


4.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the
undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


5.       The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer,
the Amazon Seattle Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial
Purchasers, the Loan-Specific Initial Purchasers and the Trust Fund for any loss, liability or expense incurred thereby with respect
to any such breach by the undersigned or any of its Representatives.


 


6.       At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties
the notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 






    Exhibit P-1B-2 


     


    

 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


8.       [For
use with any party other than the initial Directing Holder] The undersigned hereby certifies that an executed copy of this certification
in [paper][electronic click-through] form has been delivered in accordance with the notice provisions of the Pooling and Servicing
Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed by registered mail, postage
prepaid].


 


9.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 


 


	 	[Directing Holder][Controlling Class Representative][Holder of the Majority of the Controlling Class][Controlling Class Certificateholder][Amazon Seattle Loan-Specific Directing Holder][Amazon Seattle Controlling Class Representative][Holder of the Majority of the Amazon Seattle Controlling Class][Amazon Seattle Controlling Class Certificateholder] [SOMA Teleco Office Loan-Specific Directing Holder][SOMA Teleco Office Controlling Class Representative][Holder of the Majority of the SOMA Teleco Office Controlling Class] [SOMA Teleco Office Controlling Class Certificateholder]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:
_______


cc:
GS Mortgage Securities Corporation II


 




    Exhibit P-1B-3 


     


    

 


EXHIBIT
P-1C


 


FORM
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)


 


[Date]


 


Wells
Fargo Bank, National Association

600 South 4th Street, 7th Floor, MAC: N9300-070

Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS)

Benchmark 2021-B25 Mortgage Trust


 


Midland
Loan Services, a Division of PNC Bank, National Association


10851
Mastin Street, Suite 700


Overland
Park, Kansas 66210


Attention:
Executive Vice President Division Head


 


Rialto
Capital Advisors, LLC


Southeast
Financial Center


200
S. Biscayne Blvd, Suite 3550


Miami,
Florida 33131


Attention:
Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer


Facsimile
number: (305) 229-6425


Email:
liat.heller@rialtocapital.com


Email:
jeff.krasnoff@rialtocapital.com


Email:
niral.shah@rialtocapital.com


Email:
adam.singer@rialtocapital.com


 


Situs Holdings, LLC 

101 Montgomery Street, Suite 2250 

San Francisco, California 94104 

Attention: Stacey Ciarlanti 

Email: staceyciarlanti@situsamc.com


 



		Re:	Benchmark
                                         2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25 



 


In
accordance with the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling and Servicing Agreement”),
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


 






    Exhibit P-1C-1 


     


    

 


Asset
Representations Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby certifies
and agrees as follows:


 


1.       The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion
Holder (or any investment advisor or manager or other representative of the foregoing).


 


2.       The
undersigned is neither the Directing Holder, the Controlling Class Representative, a Controlling Class Certificateholder, the
Amazon Seattle Loan-Specific Directing Holder, the Amazon Seattle Controlling Class Representative, an Amazon Seattle Controlling
Class Certificateholder, the SOMA Teleco Office Loan-Specific Directing Holder, the SOMA Teleco Office Controlling Class Representative
or a SOMA Teleco Office Controlling Class Certificateholder,


 


3.       In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.       The
undersigned is a Borrower Party.


 


5.       The
undersigned is requesting access to the Distribution Date Statements pursuant to the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Distribution Date Statements, or the access thereto, the undersigned will keep the
Distribution Date Statements confidential (except from such outside persons as are assisting it in making an evaluation in connection
with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking
authorities or agencies to which the undersigned is subject), and such Distribution Date Statements will not, without the prior
written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees,
agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part;
provided, however, that the obligations of the undersigned to keep any such Distribution Date Statements confidential
shall expire one year following the date that the undersigned receives such Distribution Date Statements (with respect to a prospective
purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates
referenced above. The undersigned will not use or disclose the Distribution Date Statements in any manner which could result in
a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


6.       The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer,
the Amazon Seattle Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial
Purchasers, the Loan-Specific Initial Purchasers and the Trust Fund for any loss, liability or expense incurred thereby with respect
to any such breach by the undersigned or any of its Representatives.


 






    Exhibit P-1C-2 


     


    

 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statements
on the Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine
or verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


 


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[Certificateholder][Beneficial
Owner][Prospective Purchaser]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:
_______


cc:
GS Mortgage Securities Corporation II


 




    Exhibit P-1C-3 


     


    

 


EXHIBIT
P-1D


 


FORM
OF INVESTOR CERTIFICATION for Borrower PartY

(for the DIRECTING HOLDER, controlling class representative and/or a Controlling Class
Certificateholder)


 


[Date]


 


	Midland
Loan Services, a Division of PNC Bank, 

National Association

        10851
Mastin Street, Suite 700

        Overland
Park, Kansas 66210

        Attention:
        Executive Vice President Division Head

         
	Wells
Fargo Bank, National Association

        600
South 4th Street, 7th Floor, MAC: N9300-070

Minneapolis, Minnesota 55415

        Attention:
Corporate Trust Services (CMBS)

        Benchmark
2021-B25 Mortgage Trust

        trustadministrationgroup@wellsfargo.com

        cts.cmbs.bond.admin@wellsfargo.com

	 	 
	

        Pentalpha
Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Benchmark 2021-B25 Transaction 

Manager

With a copy sent via e-mail to: 

notices@pentalphasurveillance.com with 

Benchmark 2021-B25 in the subject line
	

        Situs
        Holdings, LLC

        101 Montgomery Street, Suite 2250

        San Francisco, California 94104

        Attention: Stacey Ciarlanti

        Email: staceyciarlanti@situsamc.com



         

	 	 
	Rialto
Capital Advisors, LLC

        Southeast
Financial Center

        200
S. Biscayne Blvd, Suite 3550

        Miami,
Florida 33131

        Attention:
Liat Heller, Jeff Krasnoff, Niral Shah, 

Adam Singer

        Facsimile
number: (305) 229-6425

        Email:
liat.heller@rialtocapital.com

        Email:
jeff.krasnoff@rialtocapital.com

        Email:
niral.shah@rialtocapital.com

        Email:
adam.singer@rialtocapital.com
	 


 


		Re:	Benchmark
                                         2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25 



 


In
accordance with the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling and Servicing Agreement”),
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


 






    Exhibit P-1D-1 


     


    

 


Administrator
and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.
The undersigned is [the Directing Holder][the Controlling Class Representative][the Holder of the majority of the Controlling
Class][a Controlling Class Certificateholder][the Amazon Seattle Loan-Specific Directing Holder][Amazon Seattle Controlling Class
Representative][Holder of the majority of the Amazon Seattle Controlling Class][Amazon Seattle Controlling Class Certificateholder][
the SOMA Teleco Office Loan-Specific Directing Holder][Holder of the majority of the SOMA Teleco Office Controlling Class] [SOMA
Teleco Office Class Certificateholder.


 


2.       The
undersigned is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):


 


[IDENTIFY
[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 


The
undersigned is not a Borrower Party with respect to any other Mortgage Loan.


 


3.       The
undersigned has received a copy of the Prospectus.


 


4.       [If
the undersigned is (a) a holder of 50% or more of the Controlling Class or (b) the Controlling Class Representative, then in each
case with respect to each of the Mortgage Loans listed in this certification, each such Mortgage Loan shall be an “Excluded
Loan”, as defined in the Pooling and Servicing Agreement, and a Control Termination Event and a Consultation Termination
Event shall be deemed to occur and the Certificate Administrator is hereby directed to post such information on its website as
a special notice.] [If the undersigned is (a) a holder of 50% or more of the Amazon Seattle Controlling Class or (b) the Amazon
Seattle Controlling Class Representative, then with respect to the Amazon Seattle Trust Subordinate Companion Loan listed in this
certification, the Amazon Seattle Trust Subordinate Companion Loan shall be an “Excluded Loan,” as defined in the
Pooling and Servicing Agreement, and a Control Termination Event shall be deemed to occur and the Certificate Administrator is
hereby directed to post such information on its website as a special notice.] [If the undersigned is (a) a holder of 50% or more
of the SOMA Teleco Office Controlling Class or (b) the SOMA Teleco Office Controlling Class Representative, then with respect
to the SOMA Teleco Office Trust Subordinate Companion Loan listed in this certification, the SOMA Teleco Office Trust Subordinate
Companion Loan shall be an “Excluded Loan,” as defined in the Pooling and Servicing Agreement, and a Control Termination
Event shall be deemed to occur and the Certificate Administrator is hereby directed to post such information on its website as
a special notice.]


 


5.       Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the
Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information


 






    Exhibit P-1D-2 


     


    

 


confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the
undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


6.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as
defined in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent
the undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing
Agreement.


 


7.       The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer,
the Amazon Seattle Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial
Purchasers, the Loan-Specific Initial Purchasers and the Trust Fund for any loss, liability or expense incurred thereby with respect
to any such breach by the undersigned or any of its Representatives.


 


8.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or
indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class
Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


 


9.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 






    Exhibit P-1D-3 


     


    

 


10.       The
undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through] form has been delivered
in accordance with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed
above [(a) by overnight courier or (b) mailed by registered mail, postage prepaid].


 


11.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 


	 	[Directing
Holder][Controlling Class Representative][Holder of the Majority of the Controlling Class][Controlling Class Certificateholder][Amazon
Seattle Loan-Specific Directing Holder][Amazon Seattle Controlling Class Representative][Holder of the Majority of the Amazon
Seattle Controlling Class][Amazon Seattle Controlling Class Certificateholder][SOMA Teleco Office Loan-Specific Directing Holder][SOMA
Teleco Office Controlling Class Representative][Holder of the Majority of the SOMA Teleco Office Controlling Class][SOMA Teleco
Office Controlling Class Certificateholder]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


Dated:
_______


cc:
GS Mortgage Securities Corporation II


 




    Exhibit P-1D-4 


     


    

 


EXHIBIT
P-1E


 


FORM
OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER


 


[Date]


 


	Midland
Loan Services, a Division of PNC Bank, 

National Association

        10851
Mastin Street, Suite 700

        Overland
Park, Kansas 66210

        Attention:
Executive Vice President Division Head
	Wells
Fargo Bank, National Association

        600
South 4th Street, 7th Floor, MAC: N9300-070

Minneapolis, Minnesota 55415

        Attention:
Corporate Trust Services (CMBS)

        Benchmark
2021-B25 Mortgage Trust

        trustadministrationgroup@wellsfargo.com;

cts.cmbs.bond.admin@wellsfargo.com

	 	 
	

        Pentalpha
Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Benchmark 2021-B25 Transaction 

Manager

With a copy sent via e-mail to: 

notices@pentalphasurveillance.com with 

Benchmark 2021-B25 in the subject line
	

        Situs Holdings, LLC

        101 Montgomery Street, Suite 2250

        San Francisco, California 94104

        Attention: Stacey Ciarlanti

        Email: staceyciarlanti@situsamc.com



         

	Rialto
Capital Advisors, LLC

        Southeast
Financial Center

        200
S. Biscayne Blvd, Suite 3550

        Miami,
Florida 33131

        Attention:
Liat Heller, Jeff Krasnoff, Niral Shah, 

Adam Singer

        Facsimile
number: (305) 229-6425

        Email:
liat.heller@rialtocapital.com

        Email:
jeff.krasnoff@rialtocapital.com

        Email:
niral.shah@rialtocapital.com

        Email:
adam.singer@rialtocapital.com
	 


 


		Re:	Benchmark
                                         2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25



 


THIS
NOTICE IDENTIFIES AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE BENCHMARK 2021-B25 MORTGAGE
TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2021-B25, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION
3.13(B) OF THE POOLING AND SERVICING AGREEMENT.


 






    Exhibit P-1E-1 


     


    

 


In
accordance with Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the
“Certificates”), the undersigned (the “Excluded Controlling Class Holder”) hereby certifies
and agrees as follows:


 


1.          The undersigned is [the Controlling Class Representative][the Holder of the majority of the Controlling Class][a Controlling Class
Certificateholder][the Amazon Seattle Controlling Class Representative][the Holder of the majority of the Amazon Seattle Controlling
Class][an Amazon Seattle Controlling Class Certificateholder] [the SOMA Teleco Office Controlling Class Representative][the Holder
of the majority of the SOMA Teleco Office Controlling Class][a SOMA Teleco Office Controlling Class Certificateholder] as of the
date hereof.


 


2.           The undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 


	Loan
    Number	ODCR	Loan
    Name 	Borrower
    Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


[[If
applicable] For the avoidance of doubt, [each] of the foregoing loans is both an Excluded Loan and an Excluded Controlling Class
Loan.] The undersigned is not a Borrower Party with respect to any other Mortgage Loan.


 


3.          [If the undersigned is (a) a holder of 50% or more of the Controlling Class or (b) the Controlling Class Representative,
then in each case with respect to each of the Mortgage Loans listed in this certification, each such Mortgage Loan shall be an
“Excluded Loan”, as defined in the Pooling and Servicing Agreement, and a Control Termination Event and a Consultation
Termination Event shall be deemed to occur and the Certificate Administrator is hereby directed to post such information on its
website as a special notice.] [If the undersigned is (a) a holder of 50% or more of the Amazon Seattle Controlling Class or (b)
the Amazon Seattle Controlling Class Representative, then with respect to the Amazon Seattle Trust Subordinate Companion Loan
listed in this certification, the Amazon Seattle Trust Subordinate Companion Loan shall be an “Excluded Loan”, as
defined in the Pooling and Servicing Agreement, and a Control Termination Event and a Consultation Termination Event shall be
deemed to occur and the Certificate Administrator is hereby directed to post such information on its website as a special notice.]
[If the undersigned is (a) a holder of 50% or more of the SOMA Teleco Office Controlling Class or (b) the SOMA Teleco Office Controlling
Class Representative, then with respect to the SOMA Teleco Office Trust Subordinate Companion Loan listed in this certification,
the SOMA Teleco Office Trust Subordinate Companion Loan shall be an “Excluded Loan”, as defined in the Pooling and
Servicing Agreement, and a Control Termination Event and a Consultation Termination Event shall be deemed to occur and the


 






    Exhibit P-1E-2 


     


    

 


Certificate
Administrator is hereby directed to post such information on its website as a special notice.]


 


4.          Except with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant
to the Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.          The undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information
(as defined in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the
extent the undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling
and Servicing Agreement.


 


6.          The undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer,
the Amazon Seattle Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial
Purchasers, the Loan-Specific Initial Purchasers and the Trust Fund for any loss, liability or expense incurred thereby with respect
to any such breach by the undersigned or any of its Representatives.


 


7.          To the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or
otherwise receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly
or indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class
Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient


 






    Exhibit P-1E-3 


     


    

 


internal
controls and appropriate policies and procedures in place in order to comply with the obligations described in clause (i)
above.


 


8.          The undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


9.          The undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with
the notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or
(b) mailed by registered mail, postage prepaid.


 


10.        The undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling
and Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is
not permitted to access and shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class
Loan](s) on the Certificate Administrator’s Website unless and until it has (i) delivered notice of the termination of the
related Excluded Controlling Class Holder status and (ii) submitted a new investor certification in accordance with Section 3.13(b)
of the Pooling and Servicing Agreement.


 


11.        The undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the
Initial Purchasers, the Loan-Specific Initial Purchasers and the Trust Fund from any damage, loss, cost or liability (including
legal fees and expenses and the cost of enforcing this indemnity) arising out of or resulting from any unauthorized access by
the undersigned or any agent, employee, representative or person acting on its behalf of any Excluded Information relating to
the [Excluded Loan][Excluded Controlling Class Loan](s) listed in Paragraph 2 above.


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 






    Exhibit P-1E-4 


     


    

 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[Controlling
Class Representative][Holder of the majority of the Controlling Class][Controlling Class Certificateholder][Amazon Seattle Controlling
Class Representative][Holder of the majority of the Amazon Seattle Controlling Class][Amazon Seattle Controlling Class Certificateholder][SOMA
Teleco Office Class Representative][Holder of the majority of the SOMA Teleco Office Controlling Class][SOMA Teleco Office Controlling
Class Certificateholder]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:
_______


cc:
GS Mortgage Securities Corporation II


 




    Exhibit P-1E-5 


     


    

 


EXHIBIT
P-1F


 


FORM
OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


Via: Email
 Wells Fargo Bank, National Association
 9062 Old Annapolis Road
 Columbia, Maryland 20145-1951
 Attention: Corporate Trust Services (CMBS)
 Benchmark 2021-B25 Mortgage Trust
 trustadministrationgroup@wellsfargo.com;
 cts.cmbs.bond.admin@wellsfargo.com  


 


with a copy to:       


 


Wells Fargo Bank, National Association,  


8480 Stagecoach Circle
 Frederick, Maryland 21701-4747  


Attention: Benchmark 2021-B25 Mortgage Trust Series 2021-B25  


 



		Re:	Benchmark
                                         2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25



 


In
accordance with Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the
“Certificates”), the undersigned (the “Excluded Controlling Class Holder”) hereby directs
you as follows:


 


1.           The undersigned is [the Controlling Class Representative][the Holder of the majority of the Controlling Class][a Controlling Class
Certificateholder][the Amazon Seattle Controlling Class Representative][the Holder of the majority of the Amazon Seattle Controlling
Class][an Amazon Seattle Controlling Class Certificateholder][the SOMA Teleco Office Controlling Class Representative][the Holder
of the majority of the SOMA Teleco Office Controlling Class][a SOMA Teleco Office Controlling Class Certificateholder] as of the
date hereof.


 


2.           The undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 






    Exhibit P-1F-1 


     


    

 


	Loan
    Number	ODCR	Loan
    Name	Borrower
    Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


3.           The following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with respect to the Benchmark 2021-B25 Mortgage Trust securitization should be revoked as to such users:


 





	 
	 
	 
	 




 


4.            The undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect to
such [Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website unless and until it
(i) is no longer an Excluded Controlling Class Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s),
(ii) has delivered notice of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted an
investor certification in the form of Exhibit P-1B to the Pooling and Servicing Agreement.


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 






    Exhibit P-1F-2 


     


    

 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[Controlling
Class Representative][Holder of the majority of the Controlling Class][Controlling Class Certificateholder][Amazon Seattle Controlling
Class Representative][Holder of the majority of the Amazon Seattle Controlling Class][Amazon Seattle Controlling Class Certificateholder][SOMA
Teleco Office Controlling Class Representative][Holder of the majority of the SOMA Teleco Office Controlling Class][SOMA Teleco
Office Controlling Class Certificateholder]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:
_______


cc:
GS Mortgage Securities Corporation II


 


The
undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 


	WELLS
FARGO BANK, NATIONAL ASSOCIATION, Certificate Administrator	 
	 	 
	 	 
	Name:	 
	Title:	 




 




    Exhibit P-1F-3 


     


    

 


EXHIBIT
P-1G


 


Form
of Certification of the CONTROLLING CLASS REPRESENTATIVE


 


[Date]


 


	Midland
Loan Services, a Division of PNC Bank, 

National Association

        10851
Mastin Street, Suite 700

        Overland
Park, Kansas 66210

        Attention:
Executive Vice President Division Head
	Wells
Fargo Bank, National Association

        600
South 4th Street, 7th Floor, MAC: N9300-070

Minneapolis, Minnesota 55415

        Attention:
Corporate Trust Services (CMBS)

        Benchmark
2021-B25 Mortgage Trust

        trustadministrationgroup@wellsfargo.com;

cts.cmbs.bond.admin@wellsfargo.com

	 	 
	

        Pentalpha
Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Benchmark 2021-B25 Transaction 

Manager

With a copy sent via e-mail to: 

notices@pentalphasurveillance.com with 

Benchmark 2021-B25 in the subject line



	

        Situs Holdings, LLC

        101 Montgomery Street, Suite 2250

        San Francisco, California 94104

        Attention: Stacey Ciarlanti

        Email: staceyciarlanti@situsamc.com


 


         

	 	 
	Rialto
Capital Advisors, LLC

        Southeast
Financial Center

        200
S. Biscayne Blvd, Suite 3550

        Miami,
Florida 33131

        Attention:
Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer

        Facsimile
number: (305) 229-6425

        Email:
liat.heller@rialtocapital.com

        Email:
jeff.krasnoff@rialtocapital.com

        Email:
niral.shah@rialtocapital.com

        Email:
adam.singer@rialtocapital.com
	 


 


		Re:	Benchmark
                                         2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25



 


In
accordance with Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned has been appointed to act as the Controlling Class Representative.


 


2.       The
undersigned is not a Borrower Party.


 






    Exhibit P-1G-1 


     


    

 


3.       If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall
deliver the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable
parties the notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


4.       [For
use with any party other than the initial Controlling Class Representative] The undersigned hereby certifies that an executed
copy of this certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing
Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 


5.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the date certified.


 





	 	[Controlling
Class Representative]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:
_______


cc:
GS Mortgage Securities Corporation II


 




    Exhibit P-1G-2 


     


    

 


EXHIBIT
P-1H


 


Form
of Certification of A risk retention CONSULTATION PARTY


 


[Date]


 


	Midland
Loan Services, a Division of PNC Bank, 

National Association

        10851
Mastin Street, Suite 700

        Overland
Park, Kansas 66210

        Attention:
Executive Vice President Division Head

         

         
	Wells
Fargo Bank, National Association

        9062
Old Annapolis Road

        Columbia,
Maryland 21045-1951

        Attention:
Corporate Trust Services (CMBS)

        Benchmark
2021-B25 Mortgage Trust

(with a copy sent to 

cts.cmbs.bond.admin@wellsfargo.com,
and to 

trustadministrationgroup@wellsfargo.com)

	 	 
	Pentalpha
    Surveillance LLC

    375 N. French Road, Suite 100

    Amherst, New York 14228

    Attention: Benchmark 2021-B25 Transaction 

    Manager

    With a copy sent via e-mail to:  

    notices@pentalphasurveillance.com with 

    Benchmark 2021-B25 in the subject line	

Situs Holdings, LLC

101 Montgomery Street, Suite 2250

San Francisco, California 94104

Attention: Stacey Ciarlanti

Email: staceyciarlanti@situsamc.com


 





         

         

         

	 	 
	Rialto
Capital Advisors, LLC

        Southeast
Financial Center

        200
S. Biscayne Blvd, Suite 3550

        Miami,
Florida 33131

        Attention:
Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer

        Facsimile
number: (305) 229-6425

        Email:
liat.heller@rialtocapital.com

        Email:
jeff.krasnoff@rialtocapital.com

        Email:
niral.shah@rialtocapital.com

        Email:
adam.singer@rialtocapital.com
	 
	 	 


		Re:	Benchmark
                                         2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25,
                                         [Class [RR][ST-VR] Certificates][Pooled RR Interest] 



 


In
accordance with Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned has been appointed to act as a Risk Retention Consultation Party by the [Holder of the Class [RR][ST-VR] Certificates]
[Pooled RR Interest Owner].


 






    Exhibit P-1H-1 


     


    

 


2.       [For
use with any party other than an initial Risk Retention Consultation Party]The undersigned hereby certifies that an executed copy
of this certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement
to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 


3.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the date certified.


 





	 	[RISK
RETENTION CONSULTATION PARTY]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:
_______

cc: GS Mortgage Securities Corporation II


 




    Exhibit P-1H-2 


     


    

 


EXHIBIT
P-2


 


FORM
OF CERTIFICATION FOR NRSROs


 


[Date]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045


 


		Attention:	Corporate
                                         Trust Services (CMBS), Benchmark 2021-B25 Mortgage Trust Commercial Mortgage Pass-Through
                                         Certificates, Series 2021-B25



 


In
accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of
April 1, 2021 (the “Pooling and Servicing Agreement”), 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, with
respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


		1.	The
                                         undersigned is a Rating Agency hired by the Depositor to provide ratings on the Certificates;



 


		2.	The
                                         undersigned, a Nationally Recognized Statistical Rating Organization (as defined under
                                         Section 3(a)(62) of the Exchange Act);



 


a.            has provided the Depositor with the appropriate certifications under Exchange Act 17g-5(e);


 


b.            has access to the Depositor’s 17g-5 website; and


 


c.            agrees that the confidentiality agreement attached as Annex A hereto shall be applicable to the undersigned with respect to information
obtained from the Depositor’s 17g-5 website shall also be applicable to information obtained from the 17g-5 Information
Provider’s Website; or


 


		3	The
                                         undersigned either (a) has not accessed information pursuant to Rule 17g–5(a)(3)
                                         ten (10) or more times during the most recently ended calendar year, or (b) has determined
                                         and maintained credit ratings for at least 10% of the issued securities and money market
                                         instruments for which it accessed information pursuant to Rule 17g–5(a)(3)(iii)
                                         in the calendar year prior to the year covered by the SEC Certification, if it accessed
                                         such information for 10 or more issued securities or money market instruments



 


The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website and the 17g-5 Information Provider’s Website.


 






    Exhibit P-2-1 


     


    

 


Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[IDENTIFY
PARTY]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit P-2-2 


     


    

 


ANNEX
A


 


CONFIDENTIALITY
AGREEMENT


 


This
Confidentiality Agreement (the “Confidentiality Agreement”) is made in connection with [_____] (together with
its affiliates, the “Furnishing Entities” and each a “Furnishing Entity”) furnishing certain
financial, operational, structural and other information relating to the issuance of the Benchmark 2021-B25 Mortgage Trust Commercial
Mortgage Pass-Through Certificates, Series 2021-B25 (the “Certificates”) pursuant to the Pooling and Servicing
Agreement, dated as of April 1, 2021 (the “Pooling and Servicing Agreement”), 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, and the assets underlying or referenced by the Certificates and the Pooled RR Interest created,
including the identity of, and financial information with respect to borrowers, sponsors, guarantors, managers and lessees with
respect to such assets (together, the “Collateral”) to you (the “NRSRO”) through the website
of Wells Fargo Bank, National Association, as 17g-5 Information Provider under the Pooling and Servicing Agreement, including
the [section of the 17g-5 Information Provider’s Website that hosts the Depositor’s 17g-5 website after the Closing
Date (as defined in the Pooling and Servicing Agreement)]. Information provided by each Furnishing Entity is labeled as provided
by the specific Furnishing Entity.


 


Definition
of Confidential Information. For purposes of this Confidentiality Agreement, the term “Confidential Information”
shall include the following information (irrespective of its source or form of communication, including information obtained by
you through access to this site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance
or monitoring of a rating with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements,
legal documents and other information (such information, the “Evaluation Material”) and (y) any of the terms,
conditions or other facts with respect to the transactions contemplated by the Pooling and Servicing Agreement, including the
status thereof; provided, however, that the term Confidential Information shall not include information which:


 


		●	was
                                         or becomes generally available to the public (including through filing with the Securities
                                         and Exchange Commission or disclosure in an offering document) other than as a result
                                         of a disclosure by you or a NRSRO Representative (as defined below) in violation of this
                                         Confidentiality Agreement;



 


		●	was
                                         or is lawfully obtained by you from a source other than a Furnishing Entity or its representatives
                                         that (i) is reasonably believed by you to be under no obligation to maintain the information
                                         as confidential and (ii) provides it to you without any obligation to maintain the information
                                         as confidential; or



 


		●	is
                                         independently developed by the NRSRO without reference to any Confidential Information.



 






    Exhibit P-2-3 


     


    

 


Information
to Be Held in Confidence.


 


You
will use the Confidential Information solely for the purpose of determining or monitoring a credit rating on the Certificates
and, to the extent that any information used is derived from but does not reveal any Confidential Information, for benchmarking,
modeling or research purposes (the “Intended Purpose”).


 


You
acknowledge that you are aware that the United States and state securities laws impose restrictions on trading in securities when
in possession of material, non-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO
Representative who is informed of the matters that are the subject of this Confidentiality Agreement to that effect.


 


You
will treat the Confidential Information as private and confidential. Subject to the terms herein, without the prior written consent
of the applicable Furnishing Entity, you will not disclose to any person any Confidential Information, whether such Confidential
Information was furnished to you before, on or after the date of this Confidentiality Agreement. Notwithstanding the foregoing,
you may:


 


		●	disclose
                                         the Confidential Information to any of the NRSRO’s affiliates, directors, officers,
                                         employees, legal representatives, agents and advisors (each, a “NRSRO Representative”)
                                         who, in the reasonable judgment of the NRSRO, need to know such Confidential Information
                                         in connection with the Intended Purpose; provided, that, prior to disclosure of the Confidential
                                         Information to a NRSRO Representative, the NRSRO shall have taken reasonable precautions
                                         to ensure, and shall be satisfied, that such NRSRO Representative will act in accordance
                                         with this Confidentiality Agreement;



 


		●	solely
                                         to the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post
                                         the Confidential Information to the NRSRO’s password protected website; and



 


		●	use
                                         information derived from the Confidential Information in connection with an Intended
                                         Purpose, if such derived information does not reveal any Confidential Information.



 


Disclosures
Required by Law. If you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena,
civil investigatory demand, request for information or documents, deposition or similar process relating to any legal proceeding,
investigation, hearing or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity
with notice as soon as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation,
and otherwise to the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request
to disclose the Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective
order or other reasonable assurance that confidential treatment will be accorded the Confidential Information if it so chooses.
Unless otherwise required by a court or other governmental or regulatory authority to do so, and provided that you been informed
by written notice that the related Furnishing Entity is seeking a


 






    Exhibit P-2-4 


     


    

 


protective
order or other reasonable assurance for confidential treatment with respect to the requested Confidential Information, you agree
not to disclose the Confidential Information while the Furnishing Entity’s effort to obtain such a protective order or other
reasonable assurance for confidential treatment is pending. You agree to reasonably cooperate with each Furnishing Entity in its
efforts to obtain a protective order or other reasonable assurance that confidential treatment will be accorded to the portion
of the Confidential Information that is being disclosed, at the sole expense of such Furnishing Entity; provided, however,
that in no event shall the NRSRO be required to take a position that such information should be entitled to receive such a protective
order or reasonable assurance as to confidential treatment. If a Furnishing Entity succeeds in obtaining a protective order or
other remedy, you agree to comply with its terms with respect to the disclosure of the Confidential Information, at the sole expense
of such Furnishing Entity. If a protective order or other remedy is not obtained or if the relevant Furnishing Entity waives compliance
with the provisions of this Confidentiality Agreement in writing, you agree to furnish only such information as you are legally
required to disclose, at the sole expense of the relevant Furnishing Entity.


 


Obligation
to Return Evaluation Material. Promptly upon written request by or on behalf of the relevant Furnishing Entity, all material
or documents, including copies thereof, that contain Evaluation Material will be destroyed or, in your sole discretion, returned
to the relevant Furnishing Entity. Notwithstanding the foregoing, (a) the NRSRO may retain one or more copies of any document
or other material containing Evaluation Material to the extent necessary for legal or regulatory compliance (or compliance with
the NRSRO’s internal policies and procedures designed to ensure legal or regulatory compliance) and (b) the NRSRO may retain
any portion of the Evaluation Material that may be found in backup tapes or other archive or electronic media or other documents
prepared by the NRSRO and any Evaluation Material obtained in an oral communication; provided, that any Evaluation Material
so retained by the NRSRO will remain subject to this Confidentiality Agreement and the NRSRO will remain bound by the terms of
this Confidentiality Agreement.


 


Violations
of this Confidentiality Agreement.


 


The
NRSRO will be responsible for any breach of this Confidentiality Agreement by you, the NRSRO or any NRSRO Representative.


 


You
agree promptly to advise each relevant Furnishing Entity in writing of any misappropriation or unauthorized disclosure or use
by any person of the Confidential Information which may come to your attention and to take all steps reasonably requested by such
Furnishing Entity to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure or use.


 


You
acknowledge and agree that the Furnishing Entities would not have an adequate remedy at law and would be irreparably harmed in
the event that any of the provisions of this Confidentiality Agreement were not performed in accordance with their specific terms
or were otherwise breached. It is accordingly agreed that each Furnishing Entity shall be entitled to specific performance and
injunctive relief to prevent breaches of this Confidentiality Agreement and to specifically enforce the terms and provisions hereof,
in addition to any other remedy to which a Furnishing Entity may be entitled at law or in equity. It is further understood and
agreed


 






    Exhibit P-2-5 


     


    

 


that
no failure to or delay in exercising any right, power or privilege hereunder shall preclude any other or further exercise of any
right, power or privilege.


 


Term.
Notwithstanding the termination or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO has provided
a credit rating on a Security, your obligations under this Confidentiality Agreement will survive indefinitely.


 


Governing
Law. This Confidentiality Agreement and any claim, controversy or dispute arising under the Confidentiality Agreement, the
relationships of the parties and/or the interpretation and enforcement of the rights and duties of the parties shall be governed
by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed within
such State.


 


Amendments.
This Confidentiality Agreement may be modified or waived only by a separate writing by the NRSRO and each Furnishing Entity.


 


Entire
Agreement. This Confidentiality Agreement represents the entire agreement between you and the Furnishing Entities relating
to the treatment of Confidential Information heretofore or hereafter reviewed or inspected by you. This agreement supersedes all
other understandings and agreements between us relating to such matters; provided, however, that, if the terms of
this Confidentiality Agreement conflict with another agreement relating to the Confidential Information that specifically states
that the terms of such agreement shall supersede, modify or amend the terms of this Confidentiality Agreement, then to the extent
the terms of this Confidentiality Agreement conflict with such agreement, the terms of such agreement shall control notwithstanding
acceptance by you of the terms hereof by entry into this website.


 


Contact
Information. Notices for each Furnishing Entity under this Confidentiality Agreement, shall be directed as set forth below:


 


[_____________]


 




    Exhibit P-2-6 


     


    

 


EXHIBIT
P-3


 


ONLINE
MARKET DATA PROVIDER CERTIFICATION


 


Wells
Fargo Bank, National Association

600 South 4th Street, 7th Floor, MAC: N9300-070

Minneapolis, Minnesota 55415


 


		Attention:	Corporate
                                         Trust Services (CMBS), Benchmark 2021-B25 Mortgage Trust Commercial Mortgage Pass-Through
                                         Certificates, Series 2021-B25



 


This
Certification has been prepared for provision of information to the market data providers listed in Paragraph 1 below pursuant
to the direction of the Depositor. If you represent a Market Data Provider not listed herein and would like access to the information,
please contact CTSLink at 866-846-4526, or at ctslink.customerservice@wellsfargo.com.
 


 


In
accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of
April 1, 2021 (the “Pooling and Servicing Agreement”), 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, with
respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees
as follows:


 


		1.	The
                                         undersigned is an employee or agent of Bloomberg Financial Markets, L.P., Trepp, LLC,
                                         Intex Solutions, Inc., BlackRock Financial Management Inc., Moody’s Analytics,
                                         CMBS.com, Inc., Markit Group Limited, RealINSIGHT, Thomson Reuters Corporation or Intercontinental
                                         Exchange | ICE Data Services, KBRA Analytics, Inc. and DealView Technologies Ltd., a
                                         market data provider that has been given access to the Statements to Certificateholders,
                                         CREFC® Reports and supplemental notices on www.ctslink.com (“CTSLink”)
                                         by request of the Depositor.



 


		2.	The
                                         undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have
                                         recertified that the representation above remains true and correct.



 


		3.	The
                                         undersigned acknowledges and agrees that the provision to it of information and/or reports
                                         on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise
                                         make such information available to any other person without the written consent of the
                                         Depositor.



 


		4.	The
                                         undersigned shall be fully liable for any breach of this agreement by itself or any of
                                         its Representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator,
                                         the Master Servicer, the General Special Servicer, the Amazon Seattle Special Servicer,
                                         the Operating Advisor, the Asset Representations Reviewer and the 



 






    Exhibit P-3-1 


     


    

 


Trust Fund for any
                                         loss, liability or expense incurred thereby with respect to any such breach by the undersigned
                                         or any of its Representatives.


 


		5.	Capitalized
                                         terms used but not defined herein shall have the respective meanings assigned thereto
                                         in the Pooling and Servicing Agreement.



 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the date certified.


 




    Exhibit P-3-2 


     


    

 


EXHIBIT
Q


 


CUSTODIAN
CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To
the Persons Listed on the attached Schedule A


 


		Re:	Benchmark
                                         2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25 



 


Ladies
and Gentlemen:


 


In
accordance with Section 2.02 of the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling and Servicing
Agreement”), 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, the undersigned, as Custodian, hereby certifies that, except
as noted on the attached Custodial Exception Report, as to each Mortgage Loan and the Trust Subordinate Companion Loans listed
in the Mortgage Loan Schedule (other than any Mortgage Loan or Trust Subordinate Companion Loans paid in full or for which a Liquidation
Event has occurred) the Custodian has, subject to Sections 2.01(c), 2.02(c) and 2.02(d) of the Pooling and Servicing Agreement,
reviewed the documents delivered to it pursuant to Section 2.01 of the Pooling and Servicing Agreement and has determined that
(i) all documents specified in clauses (1), (2), (3), (4) (other than with respect to the Non-Serviced Mortgage Loan), (5), (7),
(15) and (20) (for any Mortgage Loan that is part of a Whole Loan) of the definition of “Mortgage File” are in its
possession, (ii) the recordation/filing contemplated by Section 2.01(c) of the Pooling and Servicing Agreement has been completed
(based solely on receipt by the undersigned of the particular recorded/filed documents); (iii) all documents received by the undersigned
with respect to such Mortgage Loan have been reviewed by the undersigned 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 the Trust Subordinate Companion Loans; and (iv) based on
the examinations referred to in Section 2.02(a) and Section 2.02(b) of the Pooling and Servicing Agreement 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 (iv) and (v)(B) of the definition of “Mortgage
Loan Schedule” accurately reflects the information set forth in the Mortgage File.


 


Capitalized
words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.


 






    Exhibit Q-1 


     


    

 





	 	Wells
Fargo Bank, National Association, as Custodian
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit Q-2 


     


    

 


SCHEDULE
A


 


	GS
    Mortgage Securities Corporation II

    200 West Street 

    New York, New York 10282

    Attention:  Leah Nivison

    Email:  leah.nivison@gs.com	Fitch
    Ratings, Inc.

    300 West 57th Street

    New York, New York 10019

    Attention:  Commercial Mortgage Backed Securities Surveillance

    E-mail:  info.cmbs@fitchratings.com
	 	 
	Goldman
    Sachs Mortgage Company

    200 West Street 

    New York, New York 10282

    Attention:  Leah Nivison

    Email:  leah.nivison@gs.com	Kroll
    Bond Rating Agency, LLC

    805 Third Avenue, 29th Floor

    New York, New York 10022

    Attention:  CMBS Surveillance

    Email: cmbssurveillance@krollbondratings.com
	 	 
	Wells
Fargo Bank, National Association

        600
South 4th Street, 7th Floor, MAC: N9300-070

Minneapolis, Minnesota 55415

        Attention:
Corporate Trust Services (CMBS)

        Benchmark
2021-B25 Mortgage Trust

        trustadministrationgroup@wellsfargo.com;

cts.cmbs.bond.admin@wellsfargo.com
	S&P
    Global Ratings

    55 Water Street, 41st Floor

    New York, New York 10041

    Attention: Commercial Mortgage Surveillance Manager

    Email: CMBS_Info_17g5@spglobal.com
	 	 
	Midland
Loan Services, a Division of PNC Bank, National Association

        10851
Mastin Street, Suite 700

        Overland
Park, Kansas 66210

        Attention:
Executive Vice President Division Head
	DBRS,
Inc.

        22
West Washington Street

        Chicago,
Illinois 60602

        Email:
CMBS.surveillance@morningstar.com

	 	 
	Situs
                                         Holdings, LLC

                                         101 Montgomery
                                         Street, Suite 2250

                                         San Francisco,
                                         California 94104

                                         Attention:
                                         Stacey Ciarlanti

                                         Email: staceyciarlanti@situsamc.com


 



	Rialto
Capital Advisors, LLC

        Southeast
Financial Center

        200
S. Biscayne Blvd, Suite 3550

        Miami,
Florida 33131

        Attention:
Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer

        Facsimile
number: (305) 229-6425

        Email:
liat.heller@rialtocapital.com

        Email:
jeff.krasnoff@rialtocapital.com

        Email:
niral.shah@rialtocapital.com

        Email:
adam.singer@rialtocapital.com



 


    Exhibit Q-3 


     


    

 


EXHIBIT
R-1


 


FORM
OF POWER OF ATTORNEY BY TRUSTEE FOR MASTER SERVICER 


 


After
recording, return to:


 


Legal
Department 

Midland Loan Services 

P.O. Box 25965

Shawnee Mission, KS 

66225-5965


 


LIMITED
POWER OF ATTORNEY 

TO MIDLAND LOAN SERVICES,


 


A
DIVISION OF PNC BANK, NATIONAL ASSOCIATION, 

FROM 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


 


 


KNOW
ALL BY THESE PRESENTS:


 


 


 


WHEREAS,
GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a division of PNC Bank, National Association, as Master
Servicer (the “Master Servicer”), Rialto Capital Advisors, LLC, as General Special Servicer, Situs Holdings,
LLC, as Amazon Seattle Special Servicer Wells Fargo Bank, National Association, as Trustee (the “Trustee”)
and Certificate Administrator, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, entered
into a Pooling and Servicing Agreement dated as of April 1, 2021 (the “PSA”), pertaining to a securitization
trust formed 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 (the “Trust”), and which provides in part that the Master
Servicer shall administer and service certain “Mortgage Loans” and provide services to the “Mortgagors” as
those terms are defined in the PSA, for the benefit of the Trustee in accordance with the terms of the PSA and the Mortgage Loans;


 


WHEREAS,
pursuant to the terms of the PSA, the Master Servicer is granted certain powers, responsibilities and authority in connection
with its servicing and administration of the Mortgage Loans subject to the terms of the PSA; and


 


WHEREAS,
the Trustee has been requested by the Master Servicer pursuant to Section 3.0l(b) of the PSA to grant this Limited Power of Attorney
to the Master Servicer to enable the Master Servicer to execute and deliver, on behalf of the Trustee, certain documents and instruments
related to the Mortgage Loans thereby empowering the Master Servicer to take such actions as it deems necessary to comply with
its servicing, administrative and management duties under and in accordance with the PSA.


 






    Exhibit R-1-1 


     


    

 


NOW,
THEREFORE, KNOW ALL BY THESE PRESENTS:


 


Wells
Fargo Bank, National Association, a nationally chartered banking association, not in its individual or banking capacity, but solely
in its capacity as trustee for the registered holders of the above referenced Trust and the RR Interest Owner (the “Trustee”)
under the PSA, does make, constitute and appoint Midland Loan Services, a division of PNC Bank, National Association, with principal
corporate offices at 10851 Mastin Street, Suite 700, Overland Park, Kansas 66210, as Master Servicer, by and through its designated
officers, as the Trustee's true and lawful attorney-in-fact with respect to the Mortgage Loans and each mortgaged property and
related collateral (the “Mortgaged Property”) held by the Trustee to secure the obligations of the Mortgage
Loans in its capacity as Trustee, and in Trustee's name, place and stead, to prepare, complete, execute, deliver, record and file
on behalf of the registered holders and the Trustee, and in any event in accordance with the terms of the PSA; (i) customary consents
or waivers and other instruments and documents including, without limitation, estoppel certificates, financing statements, continuation
statements, title endorsements and reports and other documents and instruments necessary to preserve and maintain the validity,
enforceability, perfection and priority of the lien on the Mortgaged Property; (ii) to consent to assignments and assumptions
or substitutions, and transfers of interest of the Mortgagors, in each case subject to and in accordance with the terms of the
Mortgage Loan and subject to the provisions of the PSA; (iii) to collect any insurance proceeds, condemnation proceeds and liquidation
proceeds in accordance with the terms of the Mortgage Loan; (iv) to consent to any subordinate financing to be secured by any
Mortgaged Property to the extent that such consent is required pursuant to the terms of the Mortgage Loan or which otherwise is
required under the PSA; (v) to consent to the application of any proceeds of insurance policies or condemnation awards to the
restoration of the related Mortgaged Property or to repayment of the Mortgage Loans or otherwise, in each case in accordance with
the terms of the Mortgage Loans; (vi) to execute any and all instruments necessary or appropriate for judicial or nonjudicial
foreclosure of, the taking of a deed in lieu of foreclosure with respect to, or the conversion of title to any Mortgaged Property
securing a Mortgage Loan owned by the Trustee and serviced by the Master Servicer for the Trustee, and, consistent with the authority
granted by the PSA, to take any and all actions on behalf of the Trustee in connection with maintaining and defending the enforceability
of such Mortgage Loan obligation and the collection thereof including, without limitation, the execution of any and all instruments
necessary or appropriate in defense of and for the collection and enforcement of said Mortgage Loan obligation in accordance with
the terms of the PSA; (vii) to execute and deliver documents relating to the management, operation, maintenance, repair, leasing
and marketing of the Mortgaged Properties, including agreements and requests by the Mortgagors with respect to modifications of
the management of the Mortgaged Properties or the replacement of managers; (viii) to exercise all rights, powers and privileges
granted or provided to the holder of the Mortgage Loan under their respective terms including all rights of approval and consent
thereunder; (ix) to enter into lease subordination agreements, non-disturbance and attornment agreements or other leasing or rental
arrangements which may be requested by the Mortgagors or their tenants in accordance with the terms of the Mortgage Loan; (x)
to join the Mortgagor in granting, modifying or releasing any easements, covenants, conditions, restrictions, equitable servitudes,
or land use or zoning requirements with respect to the Mortgaged Properties to the extent such does not adversely affect the value
of the Mortgaged Property; (xi) to execute and deliver, on behalf of the Trustee, any and all instruments of satisfaction or cancellation,
or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans and the Mortgaged
Property; (xii) to draw upon, replace, substitute, release or amend any letters of credit standing as collateral under the
Mortgage Loans; and (xiii) to apply amounts in the various escrow accounts set up under the Mortgage Loans pursuant to the terms
provided for therein.


 






    Exhibit R-1-2 


     


    

 


ARTICLE
I


 


The
enumeration of particular powers hereinabove is not intended in any way to limit the grant to the Master Servicer as the Trustee's
attorney-in-fact of full power and authority with respect to the Mortgage Loans consistent with the PSA to execute and deliver
any such documents, instrument or other writing, as fully, to all intents and purposes, as the Trustee might or could do if personally
present, hereby ratifying and confirming whatsoever such attorney-in-fact shall and may do by virtue hereof; and the Trustee agrees
and represents to those dealing with such attorney-in-fact that they may rely upon this limited power of attorney until termination
of the limited power of attorney under the provisions of Article III below. As between and among the Trustee, the registered holders,
the Trust, and the Master Servicer, the Master Servicer may not exercise any right, authority or power granted by this instrument
in a manner which would violate the terms of the PSA or the servicing standard imposed on the Master Servicer by the PSA, but
any and all third parties dealing with the Master Servicer as the Trustee’s attorney-in-fact may rely completely, unconditionally
and conclusively on the Master Servicer’s authority and need not make inquiry about whether the Master Servicer is acting
pursuant to the PSA or such standard. Any purchaser, title company, recorder's office or other third party may rely upon a written
statement by the Master Servicer that any particular loan or property in question and the release thereof is subject to and included
under this power of attorney and the PSA.


 


ARTICLE
II


 


Any
act or thing lawfully done by the Master Servicer, and otherwise authorized under this Limited Power of Attorney, shall be binding
on the Trustee and the Trustee's successors and assigns.


 


ARTICLE
III


 


This
Limited Power of Attorney shall continue in full force and effect until the earliest occurrence of any of the following events,
unless sooner revoked in writing by the Trustee:


 


		(i)	the
                                         suspension or termination of this Limited Power of Attorney by the Trustee;



 


		(ii)	the
                                         transfer of servicing under the PSA from the Master Servicer to another servicer;



 


		(iii)	the
                                         termination, resignation or removal of the Trustee as trustee of such Trust;



 


		(iv)	the
                                         appointment of a receiver or conservator with respect to the business of the Master Servicer;



 


		(v)	the
                                         filing of a voluntary or involuntary petition in bankruptcy by or against the Master
                                         Servicer;



 


		(vi)	the
                                         termination of the PSA; or



 


		(vii)	the
                                         termination of the Master Servicer.



 


Nothing
herein shall be deemed to amend or modify the PSA or the respective rights, duties or obligations of the Trustee, or the Master
Servicer thereunder, and nothing herein shall constitute a waiver of any rights or remedies thereunder.


 




    Exhibit R-1-3 


     


    

 


IN
WITNESS WHEREOF, the Trustee has caused this instrument to be executed and its corporate seal to be affixed hereto by its officer
duly authorized as of the __ day of [____], 20[__].


 





	 	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 Owners (and not in its individual capacity)
	 	 
	(SEAL)	By:	 
	 	Name:	 
	 	Title:	 


 


ATTEST:


 


 



 





 






Witness


 


 






Witness


 





	STATE
OF MARYLAND 	)
	 	) ss.
	COUNTY
OF HOWARD	)


 




    Exhibit R-1-4 


     


    

 


On
this______day of [____], 20[__], before me personally appeared, to me _______________________personally known, who, being by me
duly sworn, did acknowledge and say that she is the ____________ of Wells Fargo Bank, National Association, a nationally chattered
banking association, and acknowledged to me that she executed the foregoing instrument 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 (and not in its individual capacity). 


 


	 	 
	 	Notary
Public:
	 	My
Commission expires:




 




    Exhibit R-1-5 


     


    

 


EXHIBIT
R-2


 


FORM
OF POWER OF ATTORNEY BY TRUSTEE FOR 

[GENERAL][AMAZON SEATTLE] SPECIAL SERVICER


 


AFTER
RECORDING, RETURN TO:


 


[Rialto
Capital Advisors, LLC


Southeast
Financial Center


200
S. Biscayne Blvd, Suite 3550


Miami,
Florida 33131

Attention: Liat Heller, Jeff Krasnoff, Niral Shah, Adam
Singer

Facsimile number: (305) 229-6425

Email: liat.heller@rialtocapital.com


Email:
jeff.krasnoff@rialtocapital.com


Email:
niral.shah@rialtocapital.com


Email:
adam.singer@rialtocapital.com]


 


[Situs Holdings, LLC


101 Montgomery Street, Suite 2250


San Francisco, California 94104


Attention: Stacey Ciarlanti


Email: staceyciarlanti@situsamc.com]


 





LIMITED
POWER OF ATTORNEY TO

[RIALTO CAPITAL ADVISORS, LLC] [SITUS HOLDINGS, LLC],

FROM WELLS FARGO BANK, NATIONAL ASSOCIATION,

AS TRUSTEE, FOR THE BENEFIT OF THE HOLDERS OF

BENCHMARK 2021-B25 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, SERIES 2021-B25


 


KNOW
ALL BY THESE PRESENTS:


 


WHEREAS,
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 (the “General Special Servicer”), Situs
Holdings, LLC, as Amazon Seattle Special Servicer (the “Amazon Seattle Special Servicer”), Wells Fargo
Bank, National Association, as Trustee (the “Trustee”) and Certificate Administrator, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, entered into a Pooling and Servicing Agreement dated as of April 1, 2021
(the “PSA”), pertaining to a securitization trust formed 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 (the “Trust”),
and which


 






    Exhibit R-2-1 


     


    

 


provides
in part that the [General] [Amazon Seattle] Special Servicer shall administer and service certain “Mortgage Loans” and
provide services to the “Mortgagors” as those terms are defined in the PSA, for the benefit of the Trustee in accordance
with the terms of the PSA and the Mortgage Loans; and


 


WHEREAS,
pursuant to the terms of the PSA, the [General] [Amazon Seattle] Special Servicer is granted certain powers, responsibilities
and authority in connection with its servicing
and administration of the Mortgage
Loan subject to the terms of the PSA; and


 


WHEREAS,
the Trustee has been requested by the [General] [Amazon Seattle] Special
Servicer pursuant to Section
3.0l(b) of the
PSA to grant this Limited Power of Attorney to the [General] [Amazon Seattle] Special
Servicer to enable the [General]
[Amazon Seattle] Special Servicer
to execute and deliver, on behalf of the Trustee, certain documents and instruments related to the
Mortgage Loan thereby empowering
the [General] [Amazon Seattle] Special Servicer to take such actions as it deems necessary to comply with its servicing, administrative
and management duties under and in accordance with
the PSA.


 


NOW,
THEREFORE, KNOW ALL BY THESE PRESENTS:


 


Wells
Fargo Bank, National Association, a nationally chartered banking association,
not in its individual or banking capacity, but solely
in its capacity as trustee for the registered holders
of the above referenced Trust
(the “Trustee”) under the PSA , does make, constitute and appoint [Rialto Capital Advisors, LLC, with principal
corporate offices at 200 S. Biscayne Blvd, Miami, Florida 33131, as General Special Servicer] [Situs Holdings, LLC, with principal
corporate trust offices at 101 Montgomery Street, Suite 2250, San Francisco, California 94104 as Amazon Seattle Special Servicer],
by and through its designated
officers, as the Trustee's true and lawful attorney-in-fact with respect to
the Mortgage
Loan and each mortgaged property and related collateral (the “Mortgaged Property”) held by the Trustee to secure
the obligations of the Mortgage Loan in its capacity as Trustee, and in
Trustee's
name, place and stead, to prepare, complete, execute, deliver,
record and file on behalf of
the registered holders and the Trustee, and in any event in accordance with the terms of the PSA; (i) customary consents or waivers
and other instruments and documents including, without
limitation, estoppel certificates, financing statements, continuation statements,
title endorsements and
reports and other documents and instruments necessary to preserve and maintain the validity, enforceability, perfection and priority
of the lien on the Mortgaged Property; (ii) to consent to assignments and assumptions or substitutions, and transfers
of interest of the Mortgagors, in each case subject to and in accordance with the terms of the Mortgage Loan and subject to the
provisions of the PSA; (iii) to collect any insurance proceeds, condemnation proceeds
and liquidation proceeds in accordance with the terms of the Mortgage Loan;
(iv) to consent to any subordinate financing to be secured by any Mortgaged Property to the extent that such consent is required
pursuant to the terms of the Mortgage Loan or which otherwise is
required
under the PSA; (v)
to consent to the application of any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged
Property or to repayment of the Mortgage
Loan or otherwise, in each case in accordance with the terms of the Mortgage Loan; (vi) to execute any and all instruments necessary
or appropriate for judicial or nonjudicial foreclosure of, the taking of a deed in lieu of foreclosure with respect to, or the
conversion of title to any Mortgaged Property securing a Mortgage Loan owned by the Trustee and serviced by the [General]
[Amazon Seattle] Special


 






    Exhibit R-2-2 


     


    

 


Servicer
for the Trustee, and, consistent with the authority granted by the PSA , to take any and all actions on behalf of the Trustee
in connection with maintaining and defending the enforceability of such Mortgage Loan obligation and the collection thereof including,
without limitation, the execution of any and all instruments necessary or appropriate in defense of and for the collection and
enforcement of
said
Mortgage Loan obligation in accordance with the terms of the PSA ; (vii) to
execute and deliver documents
relating to the management, operation,
maintenance, repair, leasing and marketing of the Mortgaged Properties, including agreements and requests by the Mortgagors with
respect to modifications
of the management of the Mortgaged Properties or the replacement of managers; (viii)
to exercise all rights, powers and privileges granted or provided to the holder
of the
Mortgage Loan under their respective terms including all rights of approval and consent thereunder;
(ix) to enter into lease
subordination agreements, non-disturbance and attornment agreements or other leasing or rental arrangements which may be requested
by the Mortgagors or their tenants in accordance with the terms of the Mortgage Loan; (x) to join the Mortgagor in granting, modifying
or releasing
any easements, covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements with respect to the
Mortgaged Properties to the extent such does not adversely affect the value
of the Mortgaged Property; (xi) to execute and deliver, on behalf of the Trustee, any and all instruments of
satisfaction or cancellation,
or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loan and the Mortgaged
Property; (xii) to draw upon, replace, substitute, release or amend any letters of credit standing as collateral under the Mortgage
Loan; and (xiii) to apply amounts in the various escrow accounts set up under the Mortgage Loan pursuant to the terms provided
for therein.


 


ARTICLE
I


 


The
enumeration of particular powers
hereinabove is not intended in
any way to limit
the grant to the [General] [Amazon Seattle] Special
Servicer as the Trustee's attorney-in-fact
of full power and authority with respect to the Mortgage Loan consistent with the PSA to execute and deliver any
such documents, instrument or
other writing, as fully, to all intents and purposes, as the Trustee might or
could do if personally present,
hereby ratifying and confirming whatsoever such attorney-in-fact shall and may do by vi1tue hereof; and the Trustee agrees and
represents to those dealing with such attorney-in-fact that they may rely upon this limited power of attorney until termination
of the limited power of attorney
under the provisions of Article III below. As between and among the Trustee, the registered holders, the Trust, and the [General]
[Amazon Seattle] Special Servicer,
the [General] [Amazon Seattle] Special
Servicer may not exercise any
right, authority or power granted by this instrument in a manner which would violate the terms of the PSA or the servicing standard
imposed on the [General] [Amazon Seattle] Special
Servicer by the PSA , but any
and all third parties dealing
with the [General] [Amazon Seattle]
Special Servicer
as the Trustee's attorney-in-fact may rely completely, unconditionally and conclusively on the [General] [Amazon Seattle] Special
Servicer's authority and need
not make inquiry about whether the [General] [Amazon Seattle] Special
Servicer is acting pursuant to
the PSA or such standard. Any purchaser, title company, recorder's office or other third party may rely upon a written statement
by the [General] [Amazon Seattle] Special
Servicer that any particular
loan or property in question and the release thereof is subject to and included under this power of attorney and the PSA.


 






    Exhibit R-2-3 


     


    

 


ARTICLE
II


 


Any
act or thing lawfully done by the [General] [Amazon Seattle] Special
Servicer, and otherwise
authorized under this Limited
Power of Attorney, shall be binding on the Trustee and the Trustee's successors and assigns.


 


ARTICLE
III


 


This
Limited Power of Attorney shall continue in full force and effect until the earliest occurrence of any of the following events,
unless sooner revoked in writing by the Trustee:


 


		(i)	the
                                         suspension or termination of this Limited Power of Attorney by the Trustee;



 


		(ii)	the
                                         transfer of servicing under the PSA from the [General] [Amazon Seattle] Special
                                         Servicer
                                         to another
                                         servicer;



 


		(iii)	the
                                         termination, resignation or removal of the Trustee as trustee
                                         of
                                         such Trust;



 


		(iv)	the
                                         appointment of a receiver or conservator with respect to the business of
                                         the
                                         [General] [Amazon Seattle] Special
                                         Servicer;



 


		(v)	the
                                         filing of a voluntary or involuntary petition in
                                         bankruptcy
                                         by or against the [General] [Amazon Seattle] Special
                                         Servicer;



 


		(vi)	the
                                         termination of the PSA; or



 


		(vii)	the
                                         termination of the [General] [Amazon Seattle] Special
                                         Servicer.



 


Nothing
herein shall be deemed to amend or modify the PSA or the respective rights, duties or
obligations of the Trustee, or
the [General] [Amazon Seattle] Special
Servicer thereunder, and nothing
herein shall constitute a waiver of any rights or remedies thereunder.


 


[SIGNATURE
ON FOLLOWING PAGE]


 




    Exhibit R-2-4 


     


    

 


IN
WITNESS WHEREOF, the Trustee has caused this instrument to be executed and its corporate seal to be affixed hereto by its officer
duly authorized as of the ___ day of _________________.


 





	 	Wells
Fargo, 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 Owners (and not in its individual capacity)
	 	 
	 	By	 
	 	Name	 
	 	Title:	 


 





ATTEST:


 


 



 





 






Witness


 


 






Witness


 





	STATE
OF MARYLAND 	)
	 	) SS.
	COUNTY
OF HOWARD	)


 


On
this __ day of ________________________, before me personally appeared _________________________ to me personally known, who,
being by me duly sworn, did acknowledge and say that s/he is the _______________________ of Wells Fargo Bank, National Association,
a nationally chartered banking association, and acknowledged to me that s/he executed the foregoing instrument 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 (and not in its individual capacity).


 






    Exhibit R-2-5 


     


    

 


	 	 
	 	Notary
Public
	 	My
commission expires: ______________





 




    Exhibit R-2-6 


     


    

 


EXHIBIT
S


 


INITIAL
COMPANION HOLDERS, INITIAL CLASS MAJORITY CERTIFICATEHOLDER 


 


	Loan	Companion
    Holder
	Amazon
    Seattle	NOTE
        A-2, NOTE A-3, NOTE A-3 AND NOTE A-5

         

        DBR
        Investments Co. Limited

         

        NOTICE
        ADDRESS:

         

        DBR
        Investments Co. Limited

        60 Wall Street, 10th Floor

        New York, New York 10005

        Attention: Robert W. Pettinato, Jr.

        Facsimile No.: (212) 797-4489

        E-mail: Robert.Pettinato@db.com

         

        with
        a copy to:

         

        DBR
Investments Co. Limited

60 Wall Street, 10th Floor

New York, New York 10005

Attention: General Counsel

Facsimile No. (646) 736-5721

	1985
    Marcus	NOTE A-2

                                                                                 

                                                                                Goldman
        Sachs Bank USA

                                                                                 

                                                                                NOTICE
        ADDRESS:

                                                                                 

                                                                                Goldman
        Sachs Bank USA

        200 West Street

                                                                                New
                                         York, New York 10282

                                                                                Attention: Leah Nivison

                                         Email: leah.nivison@gs.com

                                                                                 

                                                                                with
        a copy to:

                                                                                 

                                                                                Goldman
        Sachs Bank USA

        200 West Street




 






    Exhibit S-1 


     


    

 


		New York, New York 10282

        Attention: Brian Bolton

        Email: brian.a.bolton@gs.com and gs-refgsecuritization@gs.com
         

        and:

         

        Cadwalader,
Wickersham & Taft LLP

        200
Liberty Street

        New
York, New York 10281

        Attention:
Lisa Pauquette, Esq.

        Facsimile
No.: (212) 504-6666

E-mail: lisa.pauquette@cwt.com

	Cabinetworks
    Portfolio	NOTE
        A-2

         

        GS
        Mortgage Securities Trust 2020-GSA2

         

        NOTICE
        ADDRESS:

         

        Midland
        Loan Services, a Division of PNC Bank, National Association

        10851 Mastin Street

        Building 82, Suite 300

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head

        Telecopy number: 1-888-706-3565

        Email: NoticeAdmin@midlandls.com

         

        with
        a copy to:

         

        Eversheds
        Sutherland (US) LLP

        700 6th Street, NW, 7th Floor

        Washington, DC 20001

        Attention: Lisa A. Rosen

        Email: lisarosen@eversheds-sutherland.com

         

        NOTE
        A-3

         

        Benchmark
        2020-B22

         

        NOTICE
        ADDRESS:

         

        Midland
Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210




 






    Exhibit S-2 


     


    

 


	 	Attention: Executive Vice President – Division Head
 Facsimile: (888) 706-3565
 Email: NoticeAdmin@midlandls.com

                                                                                 

                                                                                with
        a copy to:

                                                                                 

                                                                                Eversheds
Sutherland (US) LLP

700 Sixth Street, NW, Suite 700

Washington, DC 20001

Attention: Lisa A. Rosen

                                                                                Facsimile: (202) 637-3593

Email: lisarosen@eversheds-sutherland.com

	At
    Home – Willow Grove	NOTE
        B

         

        Goldman
        Sachs Bank USA

         

        NOTICE
        ADDRESS:

         

        Goldman
        Sachs Bank USA

        200 West Street

        New York, New York 10282

        Attention: Leah Nivison

        Email: leah.nivison@gs.com

         

        with
        a copy to:

         

        Goldman
        Sachs Bank USA

        200 West Street

        New York, New York 10282

        Attention: Brian Bolton

        Email: brian.a.bolton@gs.com and gs-refgsecuritization@gs.com

         

        and:

         

        Cadwalader,
Wickersham & Taft LLP

        200
Liberty Street

        New
York, New York 10281

        Attention:
Lisa Pauquette, Esq.

        Facsimile
No.: (212) 504-6666

E-mail: lisa.pauquette@cwt.com



 




    Exhibit S-3 


     


    

 


EXHIBIT
T


 


FORM
OF NOTICE RELATING TO THE NON-SERVICED MORTGAGE LOANS


 


[Date]





 


	[Non-Serviced
    Trustee]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]	[Non-Serviced
    Certificate Administrator]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]
	[Non-Serviced
    Master Servicer]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]	[Non-Serviced
    Special Servicer]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]
	[Non-Serviced
    Operating Advisor]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]	[Non-Serviced
    Asset Representations Reviewer]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]


 


		Re:	[Non-Serviced
                                         Trust]



 


Ladies
and Gentlemen:


 


Reference
is hereby made to the [Trust][Pooling] and Servicing Agreement, dated as of [_____] (the “Non-Serviced Pooling Agreement”),
among [_____], as Depositor, [_____], as [Master] Servicer, [_____], as Special Servicer, [_____], as Certificate Administrator
and as Trustee, and [_____], as Operating Advisor [and Asset Representations Reviewer]. Capitalized terms used but not defined
herein shall have the meanings given to them (or an analogous term) in the Non-Serviced Pooling Agreement.


 


The
undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “B25
PSA”), among GS Mortgage Securities Corporation II, as depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as master servicer (the “Master Servicer”), Rialto Capital Advisors, LLC, as general special servicer
(the “General Special Servicer”), Situs Holdings, LLC, as Amazon Seattle Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator (in such capacity, the “Certificate Administrator”), and
as trustee (in such capacity, the “Trustee”), and Pentalpha Surveillance LLC, as Operating Advisor (in such
capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset
Representations Reviewer”), pursuant to which the Benchmark 2021-B25 Mortgage Trust (the “B25 Trust”)
was established and [the] [Burlingame Point][909 Third Avenue][Phillips Point][30 Hudson Yards 67][The Galleria Office Towers][U.S.
Industrial Portfolio VI][JW Marriott Nashville][Boca Office


 






    Exhibit T-1 


     


    

 


Portfolio][141
Livingston] [___] Mortgage Loan was transferred to the B25 Trust as of April 29, 2021 (the “Closing Date”).


 


The
undersigned hereby notifies you that, as of the Closing Date:


 


1.       Wells
Fargo Bank, National Association, as trustee under the B25 PSA, is the holder of [the] [Burlingame Point][909 Third Avenue][Phillips
Point][30 Hudson Yards 67][The Galleria Office Towers][U.S. Industrial Portfolio VI][JW Marriott Nashville][Boca Office Portfolio][141
Livingston] [__] Mortgage Loan.


 


2.       You
are directed to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the B25
PSA, all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to Midland Loan Services,
a Division of PNC Bank, National Association, as master servicer under the B25 PSA, all reports, statements, documents, communications
and other information that are to be forwarded, delivered or otherwise made available to, the holder of [the] [Burlingame Point][909
Third Avenue][Phillips Point][30 Hudson Yards 67][The Galleria Office Towers][U.S. Industrial Portfolio VI][JW Marriott Nashville][Boca
Office Portfolio][141 Livingston] Mortgage Loan, under the Non-Serviced Pooling Agreement, and the [Burlingame Point][909 Third
Avenue][Phillips Point][30 Hudson Yards 67][The Galleria Office Towers][U.S. Industrial Portfolio VI][JW Marriott Nashville][Boca
Office Portfolio][141 Livingston] Mortgage Loan Co-Lender Agreement, as applicable.


 


[The]
[Burlingame Point][909 Third Avenue][Phillips Point][30 Hudson Yards 67][The Galleria Office Towers][U.S. Industrial Portfolio
VI][JW Marriott Nashville][Boca Office Portfolio][141 Livingston] [__] Mortgage Loan [is][is not] a Significant Obligor (as such
term is defined in the B25 PSA) under the B25 PSA.


 


3.       The
contact information for the B25 Trustee, the B25 Certificate Administrator, the B25 Master Servicer, the B25 Special Servicer,
and the B25 Controlling Class Representative with respect to [the] [Burlingame Point][909 Third Avenue][Phillips Point][30 Hudson
Yards 67][The Galleria Office Towers][U.S. Industrial Portfolio VI][JW Marriott Nashville][Boca Office Portfolio][141 Livingston]
[__] Mortgage Loan are as follows:


  


	B25
        Trustee:

         

         

         
	Wells
        Fargo Bank, National Association

        

        9062
Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – BMARK
2021-B25

with a copy to: cts.cmbs.bond.admin@wellsfargo.com,
and to 

trustadministrationgroup@wellsfargo.com

	B25
    Certificate Administrator:	 

                                                                                                                                                                   Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Benchmark 2021-B25 Mortgage Trust




 






    Exhibit T-2 


     


    

 


	 	Fax number: (410) 715-2380

                                                                                 

                                                                                with
        a copy to:

                                                                                 

                                                                                E
Mail: cts.cmbs.bond.admin@wellsfargo.com, and to

                                                                                trustadministrationgroup@wellsfargo.com

	B25
    Master Servicer:	Midland
Loan Services, a Division of PNC Bank, National Association,

        10851
Mastin Street, Suite 700

Building 82, Suite 300

Overland Park, Kansas 66210

Attention: Executive Vice President – Division
Head

Fax number: 1-888-706-3565

Email: NoticeAdmin@midlandls.com

	B25
    General Special Servicer:	Rialto
Capital Advisors, LLC

        Southeast
Financial Center

        200
S. Biscayne Blvd, Suite 3550

        Miami,
Florida 33131

        Attention:
Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer

        Facsimile
number: (305) 229-6425

        Email:
liat.heller@rialtocapital.com

        Email:
jeff.krasnoff@rialtocapital.com

        Email:
niral.shah@rialtocapital.com

        Email:
adam.singer@rialtocapital.com

	B25
    Amazon Seattle Special Servicer:	Situs
        Holdings, LLC

        101 Montgomery Street, Suite 2250

        San Francisco, California 94104

        Attention: Stacey Ciarlanti

        Email: staceyciarlanti@situsamc.com;

         

        with
        copies to:

         

        Situs
Group, LLC

5065 Westheimer, Suite 700E

Houston, Texas 77056

Attention: Legal Department

        Email:
legal@situsamc.com

	B25
    Controlling Class Representative:	RREF
IV Debt AIV, LP

c/o Rialto Capital Management LLC

        600
Madison Avenue, 12th Floor

        New
York, New York 10022

        Attention:
Josh Cromer

        Attention:
Joseph Bachkosky

        Facsimile
number: (212) 751-4646




 



    Exhibit F-2-3 


     


    

 


	 	 


 


4.       The
B25 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as it may be amended from time to time.


 


5.       A
copy of an executed version of the B25 PSA will be available upon request.


 





	 	Very truly yours,
	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 




    Exhibit T-4 


     


    

 


EXHIBIT
U


 


FORM
OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


 


To: 


 


	Fitch
    Ratings, Inc.

    300 West 57th Street

    New York, New York 10019

    Attention:  Commercial Mortgage Backed Securities Surveillance

    E-mail:  info.cmbs@fitchratings.com	DBRS,
Inc.

        22
West Washington Street

        Chicago,
Illinois 60602

        Email:
CMBS.surveillance@morningstar.com

	Kroll
    Bond Rating Agency, LLC

    805 Third Avenue, 29th Floor

    New York, New York 10022

    Attention:  CMBS Surveillance

    Email: cmbssurveillance@krollbondratings.com	S&P
    Global Ratings

    55 Water Street, 41st Floor

    New York, New York 10041

    Attention: Commercial Mortgage Surveillance Manager

    Email: CMBS_Info_17g5@spglobal.com


 


		From:	Midland
                                         Loan Services, a Division of PNC Bank, National Association, in its capacity as Master
                                         Servicer under the Pooling and Servicing Agreement dated as of April 1, 2021 (the “Pooling
                                         and Servicing Agreement”), 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.



 


		Date:	_________,
                                         20___



 


		Re:	Benchmark
                                         2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25

                                         

                                         [Mortgage Loan (the “Mortgage Loan”)][Amazon Seattle Trust Subordinate
                                         Companion Loan (the “Amazon Seattle Trust Subordinate Companion Loan”)]
                                         [SOMA Teleco Office Subordinate Companion Loan (the “SOMA Teleco Office Trust
                                         Subordinate Companion Loan”)] identified by loan number _____ on the Mortgage
                                         Loan Schedule attached to the Pooling and Servicing Agreement and heretofore secured
                                         by the Mortgaged Properties identified on the Mortgage Loan Schedule by the following
                                         names:____________________

                                                ____________________



 






    Exhibit U-1 


     


    

 


Reference
is made to the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings
assigned to such terms in the Pooling and Servicing Agreement.


 


As
Master Servicer under the Pooling and Servicing Agreement, we hereby:


 


(a)           Notify you that the Mortgagor has consummated a defeasance of the [Mortgage Loan][Amazon Seattle Trust Subordinate Companion Loan][SOMA
Teleco Office Trust Subordinate Companion Loan] pursuant to the terms of the Mortgage Loan, of the type checked below:


 


____ a
full defeasance of the entire principal balance of the [Mortgage Loan][Amazon Seattle Trust Subordinate Companion Loan][SOMA Teleco
Office Trust Subordinate Companion Loan]; or


 


____ a
partial defeasance of a portion of the principal balance of the [Mortgage Loan][Amazon Seattle Trust Subordinate Companion Loan][SOMA
Teleco Office Trust Subordinate Companion Loan] that represents and, an allocated loan amount of $____________ or _______% of
the entire principal balance of the [Mortgage Loan][Amazon Seattle Trust Subordinate Companion Loan][SOMA Teleco Office Trust
Subordinate Companion Loan];


 


(b)           Certify that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A hereto,
which exceptions the Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse effect
on the [Mortgage Loan][Amazon Seattle Trust Subordinate Companion Loan][SOMA Teleco Office Trust Subordinate Companion Loan] or
the defeasance transaction:


 


(i)           The Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied
in all material respects in completing the defeasance.


 


(ii)          The defeasance was consummated on __________, 20__.


 


(iii)         The defeasance collateral consists of securities that (i) constitute “government securities” as defined in Section
2(a)(16) of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments for
‘AAA’ Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s
Public Finance Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal
due at maturity cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


 


(iv)         The Master Servicer received an opinion of counsel (from counsel approved by the Master Servicer in accordance with the Servicing
Standard) that the defeasance will not result in an Adverse REMIC Event.


 


(v)          The Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”)
that is a Single-Purpose Entity (as defined


 






    Exhibit U-2 


     


    

 


in Standard & Poor’s Structured Finance Ratings Real Estate Finance
Criteria, as amended to the date of the defeasance (the “S&P Criteria”)) or is subject to restrictions
in its organizational documents substantially similar to those contained in the organization documents of the original Borrower
with respect to bankruptcy remoteness and single purpose as of the date of the defeasance, and after the defeasance owns no assets
other than the defeasance collateral and real property securing [Mortgage Loans][the Amazon Seattle Trust Subordinate Companion
Loan] [the SOMA Teleco Office Trust Subordinate Companion Loan] included in the pool.


 


(vi)         The defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P
Criteria) in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities
intermediary and has been pledged to the Trustee on behalf of the Trust.


 


(vii)        The agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee on behalf
of the Trust, (ii) require the securities intermediary to make the scheduled payments on the [Mortgage Loan][Amazon Seattle Trust
Subordinate Companion Loan][SOMA Teleco Office Trust Subordinate Companion Loan] from the proceeds of the defeasance collateral
directly to the Master Servicer’s collection account in the amounts and on the dates specified in the Mortgage Loan documents
or, in a partial defeasance, the portion of such scheduled payments attributed to the allocated loan amount for the real property
defeased, increased by any defeasance premium specified in the Mortgage Loan documents (the “Scheduled Payments”),
(iii) permit reinvestment of proceeds of the defeasance collateral only in Permitted Investments (as defined in the Pooling and
Servicing Agreement or as defined in the documents evidencing the defeasance), (iv) permit release of surplus defeasance collateral
and earnings on reinvestment from the pledged securities account only after the [Mortgage Loan][Amazon Seattle Trust Subordinate
Companion Loan][SOMA Teleco Office Trust Subordinate Companion Loan] has been paid in full, if any such release is permitted,
(v) prohibit transfers by the Defeasance Obligor of the defeasance collateral and subordinate liens against the defeasance collateral,
and (vi) provide for payment from sources other than the defeasance collateral or other assets of the Defeasance Obligor of all
fees and expenses of the securities intermediary for administering the defeasance and the securities account and all fees and
expenses of maintaining the existence of the Defeasance Obligor.


 


(viii)       The Master Servicer received written confirmation from a firm of independent certified public accountants, who were approved by
the Master Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance collateral (without
taking into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments
after the defeasance including the payment in full of the [Mortgage Loan][Amazon Seattle Trust Subordinate Companion Loan][SOMA
Teleco Office Trust Subordinate Companion Loan] (or the allocated portion thereof in connection with a partial defeasance) on
its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date), (ii) the revenues received in any month
from the defeasance collateral will be applied to make Scheduled Payments within four (4) months after the date of receipt, and
(iii) interest income from


 






    Exhibit U-3 


     


    

 


the defeasance collateral to the Defeasance Obligor in any calendar or fiscal year will not exceed
such Defeasance Obligor’s interest expense for the [Mortgage Loan][Amazon Seattle Trust Subordinate Companion Loan][SOMA
Teleco Office Trust Subordinate Companion Loan] (or the allocated portion thereof in a partial defeasance) for such year.


 


(ix)         The Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined below).
The entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent of
pool balance, which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most recent
Distribution Date Statement received by us (the “Current Report”).


 


(x)          The Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid, perfected
first priority security interest in the defeasance collateral and that the documents executed in connection with the defeasance
are enforceable in accordance with their respective terms.


 


(c)          Certify that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the Defeasance
Obligor, and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d)          Certify that the individual under whose hand the Master Servicer has caused this Notice and Certification to be executed did constitute
a Servicing Officer as of the date of the defeasance described above.


 


(e)          Agree to provide copies of all items listed in Exhibit B to you upon request.


 




    Exhibit U-4 


     


    

 


IN
WITNESS WHEREOF, the Master Servicer has caused this Notice and Certification to be executed as of the date captioned above.


 





	 	MIDLAND
LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit U-5 


     


    

 


EXHIBIT
V


 


FORM
OF OPERATING ADVISOR ANNUAL REPORT1


 


Report
Date: This report will be delivered annually no later than [INSERT DATE], pursuant to the terms and conditions of the Pooling
and Servicing Agreement, dated as of [____] (the “Pooling and Servicing Agreement”), among [_______].

Transaction: Benchmark 2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25

Operating Advisor: Pentalpha Surveillance LLC

Special Servicer as of December 31, 20[__]: [_______]


 


Directing
Holder: [_______]


 


		I.	Population
                                         of Mortgage Loans that Were Considered in Compiling this Report



 


		1.	The
                                         Special Servicer has notified the Operating Advisor that [●] Specially Serviced
                                         Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].



 


		a.	[●]
                                         of those Specially Serviced Loans are still being analyzed by the Special Servicer as
                                         part of the development of [a Final] Asset Status Report.



 


		b.	[Final]
                                         Asset Status Reports were issued with respect to [●] of such Specially Serviced
                                         Loans. This report is based only on the Specially Serviced Loans in respect of which
                                         [a Final] Asset Status Report has been issued. The [Final] Asset Status Reports may not
                                         yet be fully implemented.



 


		2.	Prior
                                         to an Operating Advisor Consultation Event, if one Mortgage Loan is in special servicing
                                         and if the Special Servicer has subsequently completed a Major Decision with respect
                                         to such Specially Serviced Loan, the Special Servicer has provided the applicable fully
                                         executed Major Decision Reporting Package approved or deemed approved by the Directing
                                         Holder to the Operating Advisor concurrently with delivery to the Directing Holder.



 


		3.	After
                                         an Operating Advisor Consultation Event, the Special Servicer has provided to the Operating
                                         Advisor:



 


		a.	with
                                         respect to each Major Decision for the following non-Specially Serviced Loans, the related
                                         Major Decision Reporting Package and the 



 


 






1
This report is an indicative report and does not reflect the final form of annual report to be used in any particular year.
The Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject
to the compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to
Privileged Information.


 






    Exhibit V-1 


     


    

 


opportunity to consult with respect to such
                                         Major Decision and recommended action:


 


		 	 









		 	 








		 	 








		 	 


 


		b.	with
                                         respect to following Specially Serviced Loans, each related Asset Status Report and the
                                         opportunity to consult with respect to such recommended action:



 





		 	 





		 	 


 


		II.	Executive
                                         Summary



 


Based
on the requirements and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the
Operating Advisor (in accordance with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing
Agreement) has undertaken a limited review of the Special Servicer’s actions under the Pooling and Servicing Agreement on
the loans identified in this report. Based solely on such limited review of the items listed below, and subject to the assumptions,
limitations and qualifications set forth herein, the Operating Advisor believes, in its sole discretion exercised in good faith,
that the Special Servicer [is/is not] operating in compliance with the Servicing Standard with respect to its performance of its
duties under the Pooling and Servicing Agreement during the prior calendar year on a “platform-level” basis. [The
Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer has failed to comply with
the Servicing Standard, as a result of the following material deviations.]


 


		●	[LIST
                                         OF ANY MATERIAL DEVIATION ITEMS]



 


In
addition, the Operating Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


[ADD
RECOMMENDATION OF REPLACEMENT OF SPECIAL SERVICER, IF APPLICABLE]


 


		III.	List
                                         of Items that Were Considered in Compiling this Report



 


In
rendering our assessment herein, we examined and relied upon the accuracy and completeness of the items listed below:


 


		1.	Any
                                         Major Decision Reporting Package that is delivered or made available to the Operating
                                         Advisor by the Special Servicer pursuant to the Pooling and Servicing Agreement



 


		2.	Reports
                                         by the Special Servicer made available to Privileged Persons that are posted on the certificate
                                         administrator’s website that is relevant to the Operating Advisor’s obligations
                                         under the Pooling and Servicing Agreement, each Asset 



 






    Exhibit V-2 


     


    

 


Status Report (after an Operating
                                         Advisor Consultation Event), and each Final Asset Status Report, in each case, delivered
                                         or made available to the Operating Advisor pursuant to the terms of the Pooling and Servicing
                                         Agreement.


 


		3.	The
                                         Special Servicer’s assessment of compliance report, attestation report by a third
                                         party regarding the Special Servicer’s compliance with its obligations and net
                                         present value calculations and Appraisal Reduction Amount calculations delivered or made
                                         available to the Operating Advisor pursuant to the terms of the Pooling and Servicing
                                         Agreement. 



 


		4.	[LIST
                                         OTHER REVIEWED INFORMATION].



 


		5.	[INSERT
                                         IF AFTER AN OPERATING ADVISOR CONSULTATION EVENT: Consulted with the Special Servicer
                                         as provided under the Pooling and Servicing Agreement on Asset Status Reports for a Specially
                                         Serviced Loan delivered or made available to the Operating Advisor pursuant to the terms
                                         of the Pooling and Servicing Agreement and with respect to Major Decisions processed
                                         by the Special Servicer.]



 


NOTE:
The Operating Advisor’s review of the above materials should be considered a limited review and not be considered a full
or limited audit, legal review or legal conclusion. For instance, we did not review each page of the Special Servicer’s
policy and procedure manuals (including amendments and appendices), review underlying lease agreements or similar underlying documents,
re-engineer the quantitative aspects of their net present value calculator, visit any related property, visit the Special Servicer,
visit the Directing Holder or interact with any borrower. In addition, our review of the net present value calculations and Appraisal
Reduction Amount calculations is limited to the mathematical accuracy of the calculations and the corresponding application of
the non-discretionary portions of the applicable formulas, and as such, does not take into account the reasonableness of the discretionary
portions of such formulas.


 


		IV.	Assumptions,
                                         Qualifications and Disclaimers Related to the Work Product Undertaken and Opinions Related
                                         to this Report



 


		1.	As
                                         provided in the Pooling and Servicing Agreement, the Operating Advisor (i) is not required
                                         to report on instances of non-compliance with, or deviations from, the Servicing Standard
                                         or the special servicer’s obligations under the Pooling and Servicing Agreement
                                         that the Operating Advisor determines, in its sole discretion exercised in good faith,
                                         to be immaterial and (ii) will not be required to provide or obtain a legal opinion,
                                         legal review or legal conclusion.



 


		2.	In
                                         rendering our assessment herein, we have assumed that all executed factual statements,
                                         instruments, and other documents that we have relied upon in rendering this assessment
                                         have been executed by persons with legal capacity to execute such documents.



 


		3.	Other
                                         than the receipt of any Major Decision Reporting Package or any Asset Status Report that
                                         is delivered or made available to the Operating Advisor pursuant to the 



 






    Exhibit V-3 


     


    

 


terms of the
                                         Pooling and Servicing Agreement, the Operating Advisor did not participate in, or have
                                         access to, the Special Servicer’s and Directing Holder’s discussion(s) regarding
                                         any Specially Serviced Loan. The Operating Advisor does not have authority to speak with
                                         the Directing Holder directly. As such, the Operating Advisor relied solely upon the
                                         information delivered to it by the Special Servicer as well as its interaction with the
                                         Special Servicer, if any, in gathering the relevant information to generate this report.
                                         The services that we perform are not designed and cannot be relied upon to detect fraud
                                         or illegal acts should any exist.


 


		4.	The
                                         Special Servicer has the legal authority and responsibility to service any Specially
                                         Serviced Loan pursuant to the Pooling and Servicing Agreement. The Operating Advisor
                                         has no responsibility or authority to alter the standards set forth in the Pooling and
                                         Servicing Agreement or the actions of the Special Servicer.



 


		5.	Confidentiality
                                         and other contractual limitations limit the Operating Advisor’s ability to outline
                                         the details or substance of any communication held between it and the Special Servicer
                                         regarding any Specially Serviced Loan and certain information it reviewed in connection
                                         with its duties under the Pooling and Servicing Agreement. As a result, this report may
                                         not reflect all the relevant information that the Operating Advisor is given access to
                                         by the Special Servicer.



 


		6.	The
                                         Operating Advisor is not empowered to speak with any investors directly. If the investors
                                         have questions regarding this report, they should address such questions to the certificate
                                         administrator through the certificate administrator’s website.



 


		7.	This
                                         report does not constitute recommendations to buy, sell or hold any security, nor does
                                         the Operating Advisor take into account market prices of securities or financial markets
                                         generally when performing its limited review of the Special Servicer as described above.
                                         The Operating Advisor does not have a fiduciary relationship with any Certificateholder
                                         or any other party or individual. Nothing is intended to or should be construed as creating
                                         a fiduciary relationship between the Operating Advisor and any Certificateholder, party
                                         or individual.



 


Terms
used but not defined in this report have the meaning set forth in the Pooling and Servicing Agreement.


 




    Exhibit V-4 


     


    

 


EXHIBIT
W


 


Form
of Notice from Operating Advisor Recommending Replacement of [GENERAL Special Servicer] [AMAZON SEATTLE SPECIAL SERVICER]


 


Wells
Fargo Bank, National Association


as
Trustee


9062 Old Annapolis Road


Columbia,
Maryland 20145-1951


Attention:
Corporate Trust Services (CMBS)


Benchmark
2021-B25 Mortgage Trust


Email:
trustadministrationgroup@wellsfargo.com;


cts.cmbs.bond.admin@wellsfargo.com


 


Wells
Fargo Bank, National Association

as Certificate Administrator


9062
Old Annapolis Road


Columbia,
Maryland 21045-1951


Attention:
Corporate Trust Services (CMBS)


Benchmark
2021-B25 Mortgage Trust


Telecopy
Number: (410) 715-2380


 


Midland
Loan Services, a Division of PNC Bank, National Association,


10851
Mastin Street, Suite 700


Overland
Park, Kansas 66210


Attention:
Executive Vice President – Division Head


 


Rialto
Capital Advisors, LLC


Southeast
Financial Center


200
S. Biscayne Blvd, Suite 3550


Miami,
Florida 33131


Attention:
Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer


Facsimile
number: (305) 229-6425


Email:
liat.heller@rialtocapital.com


Email:
jeff.krasnoff@rialtocapital.com


Email:
niral.shah@rialtocapital.com


Email:
adam.singer@rialtocapital.com


 


Situs Holdings, LLC


101 Montgomery Street, Suite 2250


San Francisco, California 94104


Attention: Stacey Ciarlanti


Email: staceyciarlanti@situsamc.com


 






    Exhibit W-1 


     


    

 


		Re:	Benchmark
                                         2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25,
                                         

                                         Recommendation of Replacement of Special Servicer 



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 7.01(d) of the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling
and Servicing Agreement”), 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, on behalf of the holders of Benchmark
2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25 (the “Certificates”)
and the Pooled RR Interest Owner regarding the replacement of the [General Special Servicer] [Amazon Seattle Special Servicer].
Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Pooling
and Servicing Agreement.


 


Based
upon our review of the Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.26
of the Pooling and Servicing Agreement, it is our assessment that [Rialto Capital Advisors, LLC] [Situs Holdings, LLC], in its
current capacity as [General Special Servicer] [Amazon Seattle Special Servicer, is not [performing its duties under the Pooling
and Servicing Agreement][acting in accordance with the Servicing Standard]. The following factors support our assessment: [________].


 


Based
upon such assessment, we further hereby recommend that [Rialto Capital Advisors, LLC] [Situs Holdings, LLC] be removed as [General
Special Servicer] [Amazon Seattle Special Servicer] and that [________] be appointed its successor in such capacity.


 





	 	Very
truly yours,
	 	 
	 	 
	 	[The Operating Advisor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:


 




    Exhibit W-2 


     


    

 


EXHIBIT
X


 


Form
of CONFIDENTIALITY Agreement
  


[Midland
Loan Services, a Division of PNC Bank, National Association


10851
Mastin Street, Suite 700


Overland
Park, Kansas 66210


Attention:
Executive Vice President Division Head]


 


[Rialto
Capital Advisors, LLC


Southeast
Financial Center


200
S. Biscayne Blvd, Suite 3550


Miami,
Florida 33131


Attention:
Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer


Facsimile
number: (305) 229-6425


Email:
liat.heller@rialtocapital.com


Email:
jeff.krasnoff@rialtocapital.com


Email:
niral.shah@rialtocapital.com


Email:
adam.singer@rialtocapital.com]


 


[Situs Holdings, LLC


101 Montgomery Street, Suite 2250


San Francisco, California 94104


Attention: Stacey Ciarlanti


Email: staceyciarlanti@situsamc.com]


 


		Re:	Access
                                         to Certain Information Regarding Benchmark 2021-B25 Mortgage Trust Commercial Mortgage
                                         Pass-Through Certificates, Series 2021-B25



 


Ladies
and Gentlemen:


 


Reference
is hereby made to that certain Pooling and Servicing Agreement dated as of April 1, 2021 (the “Pooling and Servicing
Agreement”), among the 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. Defined terms used herein and not otherwise defined
shall have the meanings set forth in the Pooling and Servicing Agreement.


 


[Midland
Loan Services, a Division of PNC Bank, National Association (“Midland”)] [Rialto Capital Advisors, LLC (“RCA”)]
[Situs Holdings, LLC, (“Situs Holdings”)] understands that [____] (the “Company”) is requesting
certain confidential or non-public information relating to the Mortgage Loans and the Trust Subordinate Companion Loans to which
the Company has continuing rights as a Certificateholder. The Company is requesting such information for the


 






    Exhibit X-1 


     


    

 


purpose of analyzing
asset performance and evaluating any continuing rights the Company may have under the Trust (the “Permitted Purpose”).
The Company agrees that the Permitted Purpose shall not include the use or disclosure of the Confidential Information (as defined
below) in any manner that violates any applicable law, the Pooling and Servicing Agreement or the related mortgage loan documents.


 


[Midland]
[RCA] [Situs Holdings] will provide the Company with certain confidential, non-public servicing information (the “Confidential
Information”) pertaining to the Mortgage Loans and the Trust Subordinate Companion Loans and the related Mortgaged Properties
and borrowers. The Company acknowledges that the Confidential Information (a) includes or may be based upon information provided
to [Midland] [RCA] [Situs Holdings] by third parties, (b) may not have been verified by [Midland] [RCA] [Situs Holdings],
and (c) may be incomplete or contain inaccuracies. The Company agrees that [Midland] [RCA] [Situs Holdings], the [“Master
Servicer”] [“General Special Servicer”] [“Amazon Seattle Special Servicer”] (as
defined in the Pooling and Servicing Agreement) and its Representatives (as defined below) shall not have any liability to the
Company or its Representatives resulting from (x) any inaccuracies or omissions in the Confidential Information, (y) any
use of the Confidential Information, or (z) [Midland] [RCA] [Situs Holdings]’s failure or inability to provide the
Confidential Information to the Company for any reason. Notwithstanding the foregoing, the following will not constitute “Confidential
Information” for purposes of this letter agreement: (a) information that was already in Company’s possession
prior to its receipt from [Midland] [RCA] [Situs Holdings]; (b) information that is obtained by Company from a third person
who, insofar as is known to Company, is not prohibited from transmitting the information to Company by a contractual, legal or
fiduciary obligation to [Midland] [RCA] [Situs Holdings]; (c) information that is or becomes publicly available through no
fault of Company; and (d) information that is independently developed by Company. The term “Representatives”
with respect to any entity shall mean the officers, directors, general partners, employees, agents, affiliates, auditors and legal
counsel (which may be internal counsel) of that entity.


 


The
Company may have access to the Confidential Information through (at [Midland] [RCA] [Situs Holdings]’s election): (i) responses
to reasonable written inquiries received from the Company, (ii) conference calls conducted on a reasonably scheduled basis
with [Midland] [RCA] [Situs Holdings]’s surveillance group, or (iii) direct on-line access (read-only capacity) to
the information available on the applicable [____] system or any successor or replacement system (“System”).
[Midland] [RCA] [Situs Holdings] may cease or defer providing the Company with Confidential Information in the event that (a) the
Company or its Representatives violate any provision hereof, or (b) [Midland] [RCA] [Situs Holdings] determines (in its sole
discretion) that such termination is necessary for any reason, including its determination that such action is required pursuant
to the terms of the Pooling and Servicing Agreement, the related Mortgage Loan documents, or any applicable law. [Midland] [RCA]
[Situs Holdings] shall cease to provide the Company with Confidential Information if [Midland] [RCA] [Situs Holdings] has actual
knowledge that the Company or its Representatives are affiliates of any borrower under the Mortgage Loan documents and [Midland]
[RCA] [Situs Holdings] determines that the provision, notice or access to such Confidential Information would violate the accepted
servicing practices or servicing standards as defined in the Pooling and Servicing Agreement. The Company’s obligations
and the restrictions applicable to the protection of the Confidential Information hereunder shall survive the termination of the
Company’s access to the


 






    Exhibit X-2 


     


    

 


Confidential Information. [Midland] [RCA] [Situs Holdings]’s remedies hereunder, at law or
at equity, are cumulative and may be combined.


 


The
Company agrees that it will not, and it shall not permit its Representatives, to disclose the Confidential Information in any
manner whatsoever to any other person or entity, other than its Representatives (but only to the extent necessary to accomplish
the Permitted Purpose) who have a need to know the information, or as otherwise required by applicable law, court order or any
governmental agency or regulator. The Company acknowledges (i) its obligations under the U.S. federal securities laws, and
(ii) that any disclosure of the Confidential Information by it or its Representatives for any purpose other than a Permitted
Purpose, in addition to being a breach of this letter agreement, may constitute a violation of federal and state securities laws.
The Company will take reasonable measures to ensure that each Representative is advised of this letter agreement and agrees to
keep the Confidential Information confidential. The Company shall be liable for any breach of this letter agreement by its Representatives.
Notwithstanding the foregoing, the Company may subsequently provide all or any part of such Confidential Information to any other
person or entity that holds or is contemplating the purchase of any Certificate or interest therein, but only if such person or
entity confirms such ownership interest or prospective ownership interest and provided that, prior to the delivery of such
Confidential Information, such persons shall have executed and delivered to the Company an agreement that is substantially similar
in form and substance to this agreement.


 


This
letter agreement shall be governed by and construed in accordance with the laws of the State of New York without the application
of conflict of laws principles. Anything herein to the contrary notwithstanding, [Midland] [RCA] [Situs Holdings] intends at all
times to comply with the terms and provisions of the Pooling and Servicing Agreement and nothing in this letter agreement should
be construed to limit or qualify any of [Midland] [RCA] [Situs Holdings]’s rights or obligations under the Pooling and Servicing
Agreement. This letter agreement may be executed in counterparts and by facsimile/Portable Document Format (PDF); each such counterpart
shall be deemed to be an original instrument, and all such counterparts together shall constitute one agreement.


 


This
agreement shall terminate with respect to the information received by the Company one year after the Company receives such information
or ceases to be a Certificateholder. Company agrees that this letter agreement supersedes and replaces and survives any click-through
agreement regarding confidentiality of Confidential Information agreed to in connection with accessing the System whether agreed
to in accessing the System before or after signing this letter agreement.


 




    Exhibit X-3 


     


    

 


Please
have an authorized signatory countersign in the space provided below to indicate the Company’s confirmation of, and agreement
to, the matters set forth herein.


 





	 	Very
truly yours,
	 	 
	 	[MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	[RIALTO CAPITAL ADVISORS, LLC]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


	 	[SITUS HOLDINGS, LLC]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


CONFIRMED
AND AGREED TO:


 


[COMPANY
NAME]


 


	By:	 	 
	 	Name:	 
	 	Title:	 






 




    Exhibit X-4 


     


    

 


EXHIBIT
Y


 


FORM
CERTIFICATION TO BE PROVIDED WITH FORM 10-K


 


CERTIFICATION
 


 


I,
[identifying the certifying individual], certify that:


 


		1.	I
                                         have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed
                                         in respect of the period covered by this report on Form 10-K of the Benchmark 2021-B25
                                         Mortgage Trust (the “Exchange Act periodic reports”);



 


		2.	Based
                                         on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain
                                         any untrue statement of a material fact or omit to state a material fact necessary to
                                         make the statements made, in light of the circumstances under which such statements were
                                         made, not misleading with respect to the period covered by this report;



 


		3.	Based
                                         on my knowledge, all of the distribution, servicing and other information required to
                                         be provided under Form 10-D for the period covered by this report is included in the
                                         Exchange Act periodic reports;



 


		4.	Based
                                         on my knowledge and the servicer compliance statements required in this report under
                                         Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports,
                                         the Master Servicer and the [General][Amazon Seattle]Special Servicer have fulfilled
                                         their obligations under the Pooling and Servicing Agreement in all material respects;
                                         and



 


		5.	All
                                         of the reports on assessment of compliance with servicing criteria for asset-backed securities
                                         and their related attestation reports on assessment of compliance with servicing criteria
                                         for asset-backed securities required to be included in this report in accordance with
                                         Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included
                                         as an exhibit to this report, except as otherwise disclosed in this report. Any material
                                         instances of noncompliance described in such reports have been disclosed in this report
                                         on Form 10-K.



 


In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:


 


		A.	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;



 


		B.	Keybank
                                         National Association, as Master Servicer for the Burlingame Point Mortgage Loan, Situs
                                         Holdings, LLC, as Special Servicer for the Burlingame Point Mortgage Loan, Wells Fargo
                                         Bank, National Association, as Certificate 



 






    Exhibit Y-1 


     


    

 


Administrator and as Trustee for the Burlingame
                                         Point Mortgage Loan, and Pentalpha Surveillance LLC, as Operating Advisor for the Burlingame
                                         Point Mortgage Loan;


 


		C.	Keybank
                                         National Association, as Master Servicer and as Special Servicer for the 909 Third Avenue
                                         Mortgage Loan, Citibank, N.A., as Certificate Administrator for the 909 Third Avenue
                                         Mortgage Loan, and Wilmington Trust, National Association, as Trustee for the 909 Third
                                         Avenue Mortgage Loan;



 


		D.	Midland
                                         Loan Services, a Division of PNC Bank, National Association, as Master Servicer for the
                                         Phillips Point Mortgage Loan, CWCapital Asset Management LLC, as Special Servicer for
                                         the Phillips Point Mortgage Loan, Citibank, N.A., as Certificate Administrator for the
                                         Phillips Point Mortgage Loan, Wilmington Trust, National Association, as Trustee for
                                         the Phillips Point Mortgage Loan, and Park Bridge Lender Services LLC, as Operating Advisor
                                         and as Asset Representations Reviewer for the Phillips Point Mortgage Loan;



 


		E.	Midland
                                         Loan Services, a Division of PNC Bank, National Association, as Master Servicer for the
                                         30 Hudson Yards 67 Mortgage Loan, Greystone Servicing Company LLC, as Special Servicer
                                         for the 30 Hudson Yards 67 Mortgage Loan, Wells Fargo Bank, National Association, as
                                         Certificate Administrator and as Trustee for the 30 Hudson Yards 67 Mortgage Loan, and
                                         Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer
                                         for the 30 Hudson Yards 67 Mortgage Loan;



 


		F.	Midland
                                         Loan Services, a Division of PNC Bank, National Association, as Master Servicer for The
                                         Galleria Office Towers Mortgage Loan, Greystone Servicing Company LLC, as Special Servicer
                                         for The Galleria Office Towers Mortgage Loan, Wells Fargo Bank, National Association,
                                         as Certificate Administrator and as Trustee for The Galleria Office Towers, and Park
                                         Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer
                                         for The Galleria Office Towers;



 


		G.	Midland
                                         Loan Services, a Division of PNC Bank, National Association, as Master Servicer for the
                                         U.S. Industrial Portfolio VI Mortgage Loan, Greystone Servicing Company LLC, as Special
                                         Servicer for the U.S. Industrial Portfolio VI Mortgage Loan, Wells Fargo Bank, National
                                         Association, as Certificate Administrator and as Trustee for the U.S. Industrial Portfolio
                                         VI Mortgage Loan, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset
                                         Representations Reviewer for the U.S. Industrial Portfolio VI Mortgage Loan;



 


		H.	Midland
                                         Loan Services, a Division of PNC Bank, National Association, as Master Servicer for the
                                         JW Marriott Nashville Mortgage Loan, CWCapital Asset Management LLC, as Special Servicer
                                         for the JW Marriott Nashville Mortgage Loan, Citibank, N.A., as Certificate Administrator
                                         for the JW Marriott Nashville Mortgage Loan, Wilmington Trust, National Association,
                                         as Trustee for the JW Marriott Nashville Mortgage Loan, and Park Bridge Lender Services
                                         LLC, as 



 






    Exhibit Y-2 


     


    

 


Operating Advisor and as Asset Representations Reviewer for the JW Marriott Nashville
                                         Mortgage Loan;


 


		I.	Midland
                                         Loan Services, a Division of PNC Bank, National Association, as Master Servicer for the
                                         Boca Office Portfolio Mortgage Loan, Greystone Servicing Company LLC, as Special Servicer
                                         for the Boca Office Portfolio Mortgage Loan, Wells Fargo Bank, National Association,
                                         as Certificate Administrator and as Trustee for the Boca Office Portfolio Mortgage Loan,
                                         and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
                                         Reviewer for the Boca Office Portfolio Mortgage Loan;



 


		J.	Midland
                                         Loan Services, a Division of PNC Bank, National Association, as Master Servicer for the
                                         141 Livingston Mortgage Loan, Greystone Servicing Company LLC, as Special Servicer for
                                         the 141 Livingston Mortgage Loan, Wells Fargo Bank, National Association, as Certificate
                                         Administrator and as Trustee for the 141 Livingston Mortgage Loan, and Park Bridge Lender
                                         Services LLC, as Operating Advisor and as Asset Representations Reviewer for the 141
                                         Livingston Mortgage Loan;



  


Date: _________________________


 





 





[NAME OF OFFICER]

(Senior officer in charge of securitization of the depositor)


 






    Exhibit Y-3 


     


    

 




EXHIBIT Z-1


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


GS Mortgage Securities Corporation II





200 West Street





New York, New York 10282





Attention: Leah Nivison


 


		Re:	Benchmark 2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2021-B25, issued, and the Pooled RR Interest created, pursuant to the Pooling and Servicing Agreement dated as of April
1, 2021 (the “Pooling and Servicing Agreement”), 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. 



 


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002:


 


1.           I
(or an officer under my supervision) have reviewed the annual report on Form 10-K for the period ended December 31, 20[__] (the
“Form 10-K”) and all reports on Form 10-D and Form 8-K filed in respect of the period covered by the Form 10-K
of the Trust (collectively, with the Form 10-K, the “Reports”);


 


2.           Based
on my knowledge, the Reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by the Form 10-K;


 


3.           Based
on my knowledge, all of the distribution and other information required to be provided by the Certificate Administrator under the
Pooling and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Reports
and all of the distribution, servicing and other information provided to the Certificate Administrator by the trustee, the custodian,
the master servicer, the special servicers and the Operating Advisor under the Pooling and Servicing Agreement for inclusion in
the Reports for the period covered by the Form 10-K is included in the Reports;


 



     Exhibit Z-1-1


     


    

 


4.           I
(or an officer under my supervision) am responsible for reviewing the activities performed by the Certificate Administrator under
the Pooling and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Certificate
Administrator compliance statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion
in the Form 10-K under Item 1123 of Regulation AB, and except as disclosed in the Reports, the Certificate Administrator has fulfilled
its obligations under the Pooling and Servicing Agreement in all material respects; and


 


5.           All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Certificate Administrator
or any Servicing Function Participant retained by the Certificate Administrator (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required to be included
in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an
exhibit to the Form 10-K. Any material instances of noncompliance described in such reports have been disclosed in the Form 10-K
and such assessment of compliance is fairly stated in all material respects.


 


This Certification is being signed by me
as an officer of the Certificate Administrator responsible for reviewing the activities performed by the Certificate Administrator
under the Pooling and Servicing Agreement.


 





	Dated:	 	 	 	 
	 	 	 
	 	Name:
	 	Title:





 




     Exhibit Z-1-2


     


    

 


Exhibit
Z-2


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison




 


		Re:	Benchmark 2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2021-B25, issued, and the Pooled RR Interest created, pursuant to the Pooling and Servicing Agreement dated as of April
1, 2021 (the “Pooling and Servicing Agreement”), 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. 



 


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002:


 


1.           I
(or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided by the Master
Servicer in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period
ended December 31, 20[__] (“Form 10-K”) and all information required to be provided by the Master Servicer in
accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed
in respect of the period covered by the Form 10-K of the Trust (collectively, with the Form 10-K, the “Reports”)
(such information provided by the Master Servicer, collectively, the “Master Servicer Periodic Information”);


 


2.           Based
on my knowledge, and assuming the accuracy of the statements required to be made by each Special Servicer in the special servicer
backup certificate delivered by each Special Servicer relating to the relevant period, the Master Servicer Periodic Information,
taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by the Form 10-K;


 



     Exhibit Z-2-1


     


    

 


3.           Based
on my knowledge, and assuming the accuracy of the statements required to be made by each Special Servicer in the special servicer
backup certificate delivered by each Special Servicer relating to the relevant period, all of servicing and other information required
to be provided by the Master Servicer under the Pooling and Servicing Agreement for inclusion in the Reports for the period covered
by the Form 10-K is included in the Master Servicer Periodic Information;


 


4.           I
(or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Master Servicer under
the Pooling and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Master Servicer
compliance statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion in the Form
10-K under Item 1123 of Regulation AB, and except as disclosed in the Master Servicer Periodic Information, the Master Servicer
has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects;


 


5.           The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Master Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Master Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


6.           All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Master Servicer
or any Servicing Function Participant retained by the Master Servicer (the “Relevant Servicing Criteria”) and
their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and
Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act
Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of
noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance is fairly
stated in all material respects.


 


This Certification is being signed by me as
an officer of the Master Servicer responsible for reviewing the activities performed by the Master Servicer under the Pooling and
Servicing Agreement.


 





	Dated:	 	 	 	 
	 	 	 
	 	Name:
	 	Title:


 




     Exhibit Z-2-2


     


    

Exhibit
Z-3


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY [GENERAL][AMAZON SEATTLE] SPECIAL SERVICER


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison




 


		Re:	Benchmark 2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2021-B25, issued, and the Pooled RR Interest created, pursuant to the Pooling and Servicing Agreement dated as of April
1, 2021 (the “Pooling and Servicing Agreement”), 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. 



 


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002:


 


1.           I
(or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided by the [General][Amazon
Seattle] Special Servicer in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K
for the period ended December 31, 20[__] (“Form 10-K”) and all information required to be provided by the [General][Amazon
Seattle] Special Servicer in accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and
Form 8-K required to be filed in respect of the period covered by the Form 10-K of the Trust (collectively with the Form 10-K,
the “Reports”) (such information provided by the [General][Amazon Seattle] Special Servicer, collectively, the
“Special Servicer Periodic Information”);


 


2.           Based
on my knowledge, the [General][Amazon Seattle] Special Servicer Periodic Information, taken as a whole, does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by the Form 10-K;


 



     Exhibit Z-3-1


     


    

 


3.           Based
on my knowledge, all servicing and other information required to be provided by the [General][Amazon Seattle] Special Servicer
under the Pooling and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the
[General][Amazon Seattle] Special Servicer Periodic Information;


 


4.           I
(or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the [General][Amazon Seattle]
Special Servicer under the Pooling and Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing
the [General][Amazon Seattle] Special Servicer’s compliance statement required to be delivered under Article XI of the Pooling
and Servicing Agreement for inclusion in the Form 10-K under Item 1123 of Regulation AB, and except as disclosed in the [General][Amazon
Seattle] Special Servicer Periodic Information, the [General][Amazon Seattle] Special Servicer has fulfilled its obligations under
the Pooling and Servicing Agreement in all material respects;


 


5.           The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the [General][Amazon Seattle] Special Servicer with respect to the Trust’s fiscal year _____ have been provided
all information relating to the [General][Amazon Seattle] Special Servicer’s assessment of compliance with the Relevant Servicing
Criteria in order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted
by the PCAOB; and


 


6.           All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the [General][Amazon
Seattle] Special Servicer or any Servicing Function Participant retained by the [General][Amazon Seattle] Special Servicer (the
“Relevant Servicing Criteria”) and their related attestation reports on assessment of compliance with the Relevant
Servicing Criteria required under the Pooling and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance
with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and
Servicing Agreement. All material instances of noncompliance with the Relevant Servicing Criteria have been disclosed in such reports
and such assessment of compliance with servicing criteria is fairly stated in all material respects.


 


This Certification is being signed by me
as an officer of the [General][Amazon Seattle] Special Servicer responsible for reviewing the activities performed by the [General][Amazon
Seattle] Special Servicer under the Pooling and Servicing Agreement.


 


	Dated:	 	 	 	 
	 	 	 
	 	Name:
	 	Title:








 




     Exhibit Z-3-2


     


    

Exhibit
Z-4


 


Form
of Certification to be Provided

to Depositor by Trustee


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison




 


		Re:	Benchmark 2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2021-B25, issued, and the Pooled RR Interest created, pursuant to the Pooling and Servicing Agreement dated as of April
1, 2021 (the “Pooling and Servicing Agreement”), 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. 



 


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002:


 


1.           I
(or officers under my supervision) have reviewed the information required to be provided by the Trustee in accordance with the
Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form
10-K”) and all information required to be provided by the Trustee in accordance with the Pooling and Servicing Agreement
for inclusion in the reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K of
the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by the Trustee, collectively,
the “Trustee Periodic Information”);


 


2.           Based
on my knowledge, the Trustee Periodic Information, taken as a whole, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 



     Exhibit Z-4-1


     


    

 


3.           Based
on my knowledge, all information required to be provided by the Trustee under the Pooling and Servicing Agreement for inclusion
in the Reports for the period covered by the Form 10-K is included in the Trustee Periodic Information;


 


4.           I
(or officers under my supervision) am responsible for reviewing the activities performed by the Trustee under the Pooling and Servicing
Agreement, and based on my knowledge and the compliance review conducted in preparing the Trustee’s compliance statement
to be delivered under Article XI of the Pooling and Servicing Agreement required for inclusion in the Form 10-K under Item 1123
of Regulation AB, and except as disclosed in the Trustee Periodic Information, the Trustee has fulfilled its obligations under
the Pooling and Servicing Agreement in all material respects; and


 


5.           All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Trustee or any
Servicing Function Participant retained by the Trustee (the “Relevant Servicing Criteria”) and their related
attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement
to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance with
the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria is
fairly stated in all material respects.


 


This Certification is being signed by me
as an officer of the Trustee responsible for reviewing the activities performed by the Trustee under the Pooling and Servicing
Agreement.


 


	Dated:	 	 	 	 
	 	 	 
	 	Name:
	 	Title:








 




     Exhibit Z-4-2


     


    

Exhibit
Z-5


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison


 


		Re:	Benchmark 2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2021-B25, issued, and the Pooled RR Interest created, pursuant to the Pooling and Servicing Agreement dated as of April
1, 2021 (the “Pooling and Servicing Agreement”), 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. 



 


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002:


 


1.           I
(or officers under my supervision) have reviewed the information required to be provided by the Operating Advisor in accordance
with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__]
(“Form 10-K”) and all information required to be provided by the Operating Advisor in accordance with the Pooling
and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered
by the Form 10-K of the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by
the Operating Advisor, collectively, the “Operating Advisor Periodic Information”);


 


2.           Based
on my knowledge, the Operating Advisor Periodic Information, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 



     Exhibit Z-5-1


     


    

 


3.           Based
on my knowledge, all information required to be provided by the Operating Advisor under the Pooling and Servicing Agreement for
inclusion in the Reports for the period covered by the Form 10-K is included in the Operating Advisor Periodic Information;


 


4.           The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Operating Advisor with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Operating Advisor’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


5.           All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Operating Advisor
or any Servicing Function Participant retained by the Operating Advisor (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling
and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances
of noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with
servicing criteria is fairly stated in all material respects.


 


This Certification is being signed by me
as an officer of the Operating Advisor responsible for reviewing the activities performed by the Operating Advisor under the Pooling
and Servicing Agreement.


 


	Dated:	 	 	 	 
	 	 	 
	 	Name:
	 	Title:








 




     Exhibit Z-5-2


     


    

Exhibit
Z-6


 


Form
of Certification to be Provided

to Depositor by CUSTODIAN


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison


 


		Re:	Benchmark 2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2021-B25, issued, and the Pooled RR Interest created, pursuant to the Pooling and Servicing Agreement dated as of April
1, 2021 (the “Pooling and Servicing Agreement”), 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.  



 


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002:


 


1.           I
(or officers under my supervision) have reviewed the information required to be provided by the Custodian in accordance with the
Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form
10-K”) and all information required to be provided by the Custodian in accordance with the Pooling and Servicing Agreement
for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K of
the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by the Custodian, collectively,
the “Custodian Periodic Information”);


 


2.           Based
on my knowledge, the Custodian Periodic Information, taken as a whole, does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 



     Exhibit Z-6-1


     


    

 


3.           Based
on my knowledge, all information required to be provided by the Custodian under the Pooling and Servicing Agreement for inclusion
in the Reports for the period covered by the Form 10-K is included in the Custodian Periodic Information;


 


4.           I
(or officers under my supervision) am responsible for reviewing the activities performed by the Custodian under the Pooling and
Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Custodian’s compliance
statement to be delivered under Article XI of the Pooling and Servicing Agreement required for inclusion in the Form 10-K under
Item 1123 of Regulation AB, and except as disclosed in the Custodian Periodic Information, the Custodian has fulfilled its obligations
under the Pooling and Servicing Agreement in all material respects; and


 


5.           All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Custodian or any
Servicing Function Participant retained by the Custodian (the “Relevant Servicing Criteria”) and their related
attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement
to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance with
the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria is
fairly stated in all material respects.


 


This Certification is being signed by me
as an officer of the Custodian responsible for reviewing the activities performed by the Custodian under the Pooling and Servicing
Agreement.


 


	Dated:	 	 	 	 
	 	 	 
	 	Name:
	 	Title:








 




     Exhibit Z-6-2


     


    

Exhibit
Z-7


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison


 


		Re:	Benchmark 2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2021-B25, issued, and the Pooled RR Interest created, pursuant to the Pooling and Servicing Agreement dated as of April
1, 2021 (the “Pooling and Servicing Agreement”), 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. 



 


I, [identity of certifying individual],
hereby certify to the Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”)
as follows, with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the
certification concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission
pursuant to the Sarbanes-Oxley Act of 2002:


 


1.          
I (or officers under my supervision) have reviewed the information required to be provided by the Asset Representations
Reviewer in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period
ended December 31, 20[__] (“Form 10-K”) and all information required to be provided by the Asset Representations
Reviewer in accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required
to be filed in respect of the period covered by the Form 10-K of the Trust (collectively with the Form 10-K, the “Reports”)
(such information provided by the Asset Representations Reviewer, collectively, the “Asset Representations Reviewer Periodic
Information”);


 


2.          
Based on my knowledge, the Asset Representations Reviewer Periodic Information, taken as a whole, does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by the Form 10-K;


 



     Exhibit Z-7-1


     


    

 


3.          
Based on my knowledge, all information required to be provided by the Asset Representations Reviewer under the Pooling and
Servicing Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Asset Representations
Reviewer Periodic Information


 


4.         
The accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing
Criteria in respect of the Asset Representations Reviewer with respect to the Trust’s fiscal year _____ have been provided
all information relating to the Asset Representations Reviewer’s assessment of compliance with the Relevant Servicing Criteria
in order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the
PCAOB; and


 


5.          
All of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Asset
Representations Reviewer or any Servicing Function Participant retained by the Asset Representations Reviewer (the “Relevant
Servicing Criteria”) and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria
required under the Pooling and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122
of Regulation AB and Exchange Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing
Agreement. All material instances of noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and
such assessment of compliance with servicing criteria is fairly stated in all material respects.


 


This Certification is being signed by me
as an officer of the Asset Representations Reviewer responsible for reviewing the activities performed by the Asset Representations
Reviewer under the Pooling and Servicing Agreement.


 


	Dated:	 	 	 	 
	 	 	 
	 	Name:
	 	Title:








 




     Exhibit Z-7-2


     


    

EXHIBIT AA


 


Servicing
Criteria

to be Addressed in Assessment of Compliance


 


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including,
without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance
provided by the Commission or its staff relating to Item 1122 of Regulation AB). In addition, this Exhibit AA shall not
be construed to impose on any Person any servicing duty that is not otherwise imposed on such Person under the main body of the
Pooling and Servicing Agreement of which this Exhibit AA forms a part or to require an assessment of a criterion that is
not encompassed by the servicing duties of the applicable party that are set forth in the main body of such Pooling and Servicing
Agreement. For the avoidance of doubt, for purposes of this Exhibit AA, other than with respect to Item 1122(d)(2)(iii),
references to Servicer below shall include any Sub-Servicer engaged by a Master Servicer or Special Servicer.


 


	APPLICABLE
    Servicing Criteria 	applicable

    PARTY
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Certificate
                                         Administrator

        

        Master
        Servicer

        Special Servicer

         

	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Certificate
                                         Administrator

        

        Master
        Servicer

        Special Servicer

         

	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master
                                         Servicer

        

        Special
        Servicer

        Custodian (as applicable)

         

	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Certificate
                                         Administrator

        

        Master
        Servicer

        Special Servicer

         

	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator



 



     Exhibit AA-1


     


    

 


	APPLICABLE
    Servicing Criteria 	applicable

    PARTY
	Reference	Criteria	 
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Master
    Servicer

    Special Servicer

    Trustee (as applicable)2
	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Certificate
                                         Administrator

        

        Master
        Servicer

        Special Servicer

         

	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Certificate
                                         Administrator

        

        Master
        Servicer

        Special Servicer

         

	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Certificate
                                         Administrator

        

        Master
        Servicer

        Special Servicer

         

	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days
    after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed
    and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling
    items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number
    of days specified in the transaction agreements.	Certificate
                                         Administrator

        

        Master
        Servicer

        Special Servicer

         

	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and
    other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms
    specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations;
    and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number
    of mortgage loans serviced by the Reporting Servicer.	Certificate
                                         Administrator

                                         Operating Advisor (with respect to A and B)

         

	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

    Master Servicer

    Special Servicer
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer



 


 






2 Only to
the extent that the Trustee was required to make an Advance pursuant to the Pooling and Servicing Agreement during the applicable
calendar year.


 



     Exhibit AA-2


     


    

 


	APPLICABLE
    Servicing Criteria 	applicable

    PARTY
	Reference	Criteria	 
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	Master
    Servicer
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master
    Servicer

    Special Servicer
	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
                                         Servicer

                                         Operating Advisor

         

	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
    Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts):  (A) such funds are analyzed, in accordance
    with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction
    agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan
    documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of
    the related mortgage loans, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
    is maintained as set forth in the transaction agreements.	N/A


 


At all times that the
Certificate Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 



     Exhibit AA-3


     


    

 


At all times that the
Master Servicer and the Special Servicer are the same entity, the Master Servicer and the Special Servicer may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 




     Exhibit AA-4


     


    

 


EXHIBIT
BB


 


ADDITIONAL
FORM 10-D DISCLOSURE


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement to disclose to the Depositor
and the Certificate Administrator (or the Master Servicer, to the extent specified in Section 11.04 of the Pooling and Servicing
Agreement) any information described in the corresponding Form 10-D Item described in the “Item on Form 10-D” column
to the extent such party has knowledge (and in the case of net operating income information, financial statements, annual operating
statements, budgets and/or rent rolls required to be provided in connection with Item 6 below, possession) of such information
(other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer, the General Special
Servicer and the Amazon Seattle Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus
(other than information with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific
notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master
Servicer, the General Special Servicer and the Amazon Seattle Special Servicer (in its capacity as such) shall be entitled to assume
that there is no “significant obligor” other than a party or property identified as such in the Prospectus and to assume
that no other party or property will constitute a “significant obligor” after the Cut-off Date. In no event shall the
Master Servicer, the General Special Servicer or the Amazon Seattle Special Servicer be required to provide any information for
inclusion in a Form 10-D that relates to any Mortgage Loan or the Trust Subordinate Companion Loans for which the Master Servicer,
the General Special Servicer or the Amazon Seattle Special Servicer is not the applicable Master Servicer, the General Special
Servicer or the Amazon Seattle Special Servicer, as the case may be. For this Benchmark 2021-B25 Mortgage Trust Pooling and Servicing
Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer, the General Special Servicer and the Amazon
Seattle Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement,
liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.


 


	Item on Form 10-D	Party Responsible
	
        Item 1A: Distribution and Pool Performance Information:

         



                ●     Item 1121(a)(13) of Regulation AB

         

	
            ●     Certificate Administrator

	
        Item 1B: Distribution and Pool Performance Information:

         



                ●     Item 1121(a)(14) of Regulation AB

        

                ●     Item 1121(d) of Regulation AB

        

                ●     Item 1121(e) of Regulation AB

         

	


        ●     Certificate Administrator

         





        ●     Depositor

         





        ●     Asset Representations Reviewer

         


	Item 2: Legal Proceedings:	
                    ●     Master Servicer (as to itself)




 



     Exhibit BB-1


     


    

 


	
        

         



                ●     Item 1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of
        proceedings described therein that are material to security holders)

         

	


         





                ●     Special Servicer (as to itself)

         





               ●     Certificate Administrator (as to itself)

         





                ●     Trustee (as to itself)

         





                ●     Depositor (as to itself)

         





        ●     Operating Advisor (as to itself)

         





        ●     Any other Reporting Servicer (as to itself)

         





        ●     Trustee/Certificate Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (whichever
        of them is in principal control of the proceedings)

         





        ●     Each Mortgage Loan Seller as a sponsor (as defined in Regulation AB)

         





        ●     Originators under Item 1110 of Regulation AB

         





        ●     Party under Item 1100(d)(1) of Regulation AB

         


	Item 3:  Sale of Securities and Use of Proceeds


	
            ●     Depositor

	Item 4:  Defaults Upon Senior Securities


	        ●     Certificate Administrator

	Item 5:  Submission of Matters to a Vote of Security Holders


	
            ●     Certificate Administrator

	
        Item 6: Significant Obligors of Pool Assets:

         



                ●     Item 1112(b) of Regulation AB provided, however, that all of the following conditions shall
        apply:

         



        (a) information shall be required to be reported only with respect
        to a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall

        	


                ●     Master Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         





                ●     Special Servicer (as to REO Properties)

         





 



     Exhibit BB-2


     


    

 


	consist
of such quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as
applicable), and quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received
or prepared by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing
Agreement; provided, however, that for a significant obligor under item 1101(k)(2) of Regulation AB, only net operating
income for the most recent fiscal year and interim period is required and, if such information for a prior period was required
but not previously reported, such information for such prior period; and

         

        (c) the information shall be reportable in the Form 10-D that
        relates to the Distribution Date that immediately follows the Collection Period in which the information was received or prepared
        by the “Party Responsible” as described in clause (b) above.

         

        
	 
	
        Item 7: Change in a Sponsor’s Interest in the Securities:

        

        Item 1124 of Regulation AB.

         

        
	Each Mortgage Loan Seller (as a sponsor (as defined in Regulation AB))
	
        Item 8: Significant Enhancement Provider Information:

         



                ●     Item 1114(b)(2) and Item 1115(b) of Regulation AB

                 

        

	        ●     Depositor

	Item 9:  Other Information, but only to the extent of any information that meets all the following conditions:  (a) such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD, (b) such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such information was not previously reported as “Additional Form 8-K 	


                ●     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent
        that such party is the “Party Responsible” with respect to such information pursuant to Exhibit DD.

        

                ●     Certificate Administrator (including the balances of the Distribution Account, the Interest Reserve Account
        and the Gain-on-Sale Reserve Account as of the related Distribution Date and the preceding

                






 



     Exhibit BB-3


     


    

 


	Disclosure”.	Distribution Date)

        

                ●     Master Servicer (with respect to the balances of each REO Account (to the extent the related information
        has been received from the Special Servicer within the time period specified in Section 11.04 of the Pooling and Servicing Agreement)
        and the Collection Account as of the related Distribution Date and the preceding Distribution Date)

        

                ●     Special Servicer (with respect to the balance of each REO Account as of the related Distribution Date
        and the preceding Distribution Date)

        

                ●     Any other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect
        to Item 1100(e) of Regulation AB to the extent material to Certificateholders)

        
	 
	
        Item 10: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No. 3(i) and
        3(ii) of Item 601 of Regulation S-K)

        
	        ●     Depositor
	 
	
        Item 10: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	


                ●     Certificate Administrator

        

                ●     Depositor

         



        provided, in each case, that this shall in no event
        be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

        

        provided further, in each case, that in the event
        any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be
        the responsible party.

        
	 
	
        Item 10: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)

        
	
    ●     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or the Trust Subordinate Companion Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a

      	 



 



     Exhibit BB-4


     


    

 


	 	subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.

	
        Item 10: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to a Vote of Security
        Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the party that is the “Party Responsible” with
        respect to Item 5 above elects to publish a report containing the information required by such Item 5 above and also elects to
        report the information on Form 10-D by means of filing the published report and answering Item 5 by referencing the published report.

        
	        ●     The applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.

	
        Item 10: Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item
        601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D) that is incorporated
        by reference in the Depositor’s registration statement.

        
	        ●     Depositor

	
        Item 10: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation
        S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a
        party, is signed pursuant to a power of attorney.

        
	        ●     Certificate Administrator 

	
        Item 10: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation
        S-K)

        
	        ●     Not Applicable.

	
        Item 10: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation
        S-K).

        
	        ●     Not Applicable.

	Item 10:  Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions:  (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b)
	●     Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer




 



     Exhibit BB-5


     


    

 


	

                                                                                such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.
	
                                                                                                                                                                          constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K); provided, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the responsible party for this Item 10.





     Exhibit BB-6


     


    

EXHIBIT
CC


 


ADDITIONAL
FORM 10-K DISCLOSURE


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.05 of the Pooling and Servicing Agreement to disclose to the Depositor
and the Certificate Administrator any information described in the corresponding Form 10-K Item described in the “Item on
Form 10-K” column to the extent such party has knowledge (and in the case of net operating income information, financial
statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with 1112(b) below, possession)
of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer,
the General Special Servicer and the Amazon Seattle Special Servicer (in its capacity as such) shall be entitled to rely on the
accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted from the Prospectus),
in the absence of specific notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator,
the Trustee, the Master Servicer, the General Special Servicer and the Amazon Seattle Special Servicer (in its capacity as such)
shall be entitled to assume that there is no “significant obligor” other than a party or property identified as such
in the Prospectus and to assume that no other party or property will constitute a “significant obligor” after the Cut-off
Date. In no event shall the Master Servicer, the General Special Servicer or the Amazon Seattle Special Servicer be required to
provide any information for inclusion in a Form 10-K that relates to any Mortgage Loan or the Trust Subordinate Companion Loans
for which the Master Servicer or the Special Servicer is not the applicable Master Servicer, the General Special Servicer or the
Amazon Seattle Special Servicer, as the case may be. For this Benchmark 2021-B25 Mortgage Trust Pooling and Servicing Agreement,
each of the Certificate Administrator, the Trustee, the Master Servicer, the General Special Servicer and the Amazon Seattle Special
Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative
instruments within the meaning of Items 1114 or 1115 of Regulation AB.


 


	Item on Form 10-K	Party Responsible	 
	
        Item 1B: Unresolved Staff Comments

         
	        ●     Depositor
	 



 



     Exhibit CC-1


     


    

 


	
        Item 9B: Other Information, but only to the extent of any information
        that meets all the following conditions:

         

        (a) such information constitutes “Additional Form 8-K
        Disclosure” pursuant to Exhibit DD,

         

        (b) such information is required to be reported as “Additional
        Form 8-K Disclosure” during the period to which the Form 10-K relates, and

         

        (c) such information was not previously reported as “Additional
        Form 8-K Disclosure” or as “Additional Form 10-D Disclosure”

         
	
            ●     Certificate Administrator, Trustee, Master Servicer, the General Special Servicer and/or Special Servicer, in each case to the extent that such party is the “Party Responsible” with respect to such information pursuant to Exhibit DD.  
	 
	Item 15:  Exhibits, Financial Statement Schedules (SEE BELOW)	SEE BELOW	 
	
        Instruction J(2)(b) (Significant Obligors of Pool Assets) –
        Part 1 of 3 Parts:

         



                ●     Item 1112(b) of Regulation AB, but only to the extent that (i) such information was required to have
        been set forth in the Prospectus, (ii) such information was not so set forth and (iii) the applicable Master Servicer has not previously
        reported such information as “Additional Form 10-D Information”.

         

	


                ●     The applicable Mortgage Loan Seller.

         

	 
	
        Instruction J(2)(b) (Significant Obligors of Pool Assets) –
        Part 2 of 3 Parts:

         



                ●     Item 1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the
        Prospectus and (ii) the applicable Master Servicer has not previously reported such information or updated versions thereof as
        “Additional Form 10-D Information”.

         

	
            ●     The Depositor
	 



 



     Exhibit CC-2


     


    

 


	
        Instruction J(2)(b) (Significant Obligors of Pool Assets) –
        Part 3 of 3 Parts:

         



                ●     Item 1112(b) of Regulation AB; provided, however, that all of the following conditions
        shall apply:

         



        (a) information shall be required to be reported only with respect
        to a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall consist of such quarterly
        and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable), and
        quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared
        by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement;
        provided, however, that for a significant obligor described under item 1101(k)(2) of Regulation AB, only net operating
        income for the most recent fiscal year and interim period is required and, if such information for a prior period was required
        but not previously reported, such information for such prior period; and

         

        (c) the information shall be reportable only to the extent that
        is has not previously been reported as “Additional Form 10-D Information”.

         
	


                ●     Master Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         





                ●     Special Servicer (as to REO Properties)

         

	 
	
        Instruction J(2)(c) (Significant Enhancement Provider Information):

         



        ●     Items 1114(b)(2) and 1115(b) of Regulation AB

         

	
            ●     Depositor
	 



 



     Exhibit CC-3


     


    

 


	
        Instruction J(2)(d) (Legal Proceedings):

         



        ●     Item 1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of
        proceedings described therein that are material to security holders)

         

	


        ●     Master Servicer (as to itself)

         





        ●     Special Servicer (as to itself)

         





        ●     Certificate Administrator (as to itself)

         





        ●     Trustee (as to itself)

         





        ●     Depositor (as to itself)

         





        ●     Trustee/Certificate Administrator /Master Servicer/Depositor/Special Servicer as to the Trust (whichever
        of them is in principal control of the proceedings)

         





        ●     Each Mortgage Loan Seller as a sponsor (as defined in Regulation AB)

         





        ●     Originators under Item 1110 of Regulation AB

         





        ●     Party under Item 1100(d)(1) of Regulation AB

         

	 
	
        Instruction J(2)(e) (Affiliations and Certain Relationships
        and Related Transactions) – Part 1 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        but only the existence and (if existent) how there is (that
        is, the nature of) any affiliation between itself (that is, the particular “Party Responsible”), on the one hand, and
        any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, (3) the Trust and (4) any other
        party listed under this item as a “Party Responsible”; provided, however, that an affiliation
        need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported
        as “Additional Form 10-K Disclosure”.

         

        and

         



        ●     1119(b) of Regulation AB,


        	


        ●     Master Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate
        Administrator, each Special Servicer or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)).

        

●     Special Servicer

        

●     Certificate Administrator

        

●     Trustee

        

●     Asset Representations Reviewer

        

        ●     Each party (other than a Mortgage Loan Seller), if any, that is identified in the Prospectus as an “originator”
        of one or more Mortgage Loans or the Trust Subordinate Companion Loans, if the Prospectus specifically states that the applicable
        Mortgage Loans or the Trust Subordinate Companion Loans were 10% or more of the assets of the Trust at the date of the Prospectus
        (provided that such a party shall no longer constitute a “Party Responsible” under this item from and after the date
        (if

         


	 



 



     Exhibit CC-4


     


    

 


	 



        but only the existence and (if existent) the general character
        of any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course
        of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party (apart
        from the Series 2021-B25 transaction) between itself (that is, the particular “Party Responsible”) or any of its affiliates,
        on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the
        Trust; provided, however, that a relationship, agreement, arrangement, transaction or understanding (A) must be reported
        only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s
        understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in
        the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         



                ●     1119(c) of Regulation AB,

         



        but only the existence and (if existent) a description (including
        the terms and approximate dollar amount) of any specific relationship involving or related to the Series 2021-B25 transaction or
        the Mortgage Loans or the Trust Subordinate Companion Loans between itself (that is, the particular “Party Responsible”)
        or any of its affiliates, on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage
        Loan Seller, and (3) the Trust; provided, however, that a relationship (A) must be reported only if it then exists
        or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the
        Certificates and (C) need not be disclosed for purposes of the applicable Form
	any) when the Depositor notifies the parties to this Agreement to the effect that such party no longer constitutes an originator
        of 10% or more of the assets of the Trust).

        

        ●     Each party (other than a Mortgage Loan Seller), if any, that is specifically identified as an “originator
        of 10% or more of the assets of the Trust for purposes of Regulation AB and the upcoming Form 10-K” in a written notice delivered
        to the parties to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which
        the Form 10-K is due.

        





        ●     Each party (if any) that is identified in the Prospectus as an “other material party to the securities
        or transaction” (or substantially similar phrasing); provided, however, that such a party shall no longer constitute a “Party
        Responsible” under this item from and after the date (if any) when the Depositor notifies the parties to this Pooling and
        Servicing Agreement to the effect that such party no longer constitutes a material party for purposes of Regulation AB.

        

        ●     Each party (if any) that that is specifically identified as an “other material party to the securities
        or transaction for purposes of Regulation AB and the upcoming Form 10-K” (or substantially similar phrasing) in a written
        notice delivered by the Depositor to the parties to this Pooling and Servicing Agreement, which notice is delivered not later than
        February 15 of the year in which the Form 10-K is due.

         
	 



 



     Exhibit CC-5


     


    

 


	10-K if it was disclosed in the Prospectus or if
        it was previously reported as “Additional Form 10-K Disclosure”.

         
	 	 
	Instruction J(2)(e) (Affiliations and Certain Relationships
        and Related Transactions) – Part 2 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        But only the existence and (if existent) how there is any affiliation
        between itself (that is, the particular “Party Responsible”), on the one hand, and any one or more of the parties listed
        under the preceding item as a “Party Responsible”, on the other; provided, however, that an affiliation
        need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported
        as “Additional Form 10-K Disclosure”.

         

        and

         



                ●     1119(b) of Regulation AB,

         



        but only the existence and (if existent) the general character
        of any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course
        of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party (apart
        from the Series 2021-B25 transaction) between itself (that is, the particular “Party Responsible”), on the one hand,
        and any one or more of the parties listed under the preceding item as a “Party Responsible”, on the other; provided,
        however, that a relationship, agreement, arrangement, transaction or understanding (A) must be reported only if it then
        exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding
        of the Certificates and (C) need not be
	
    ●     The Depositor

        

        ●     Each Mortgage Loan Seller

         
	 



 



     Exhibit CC-6


     


    

 


	


        disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus
        or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         



                ●     1119(c) of Regulation AB,

         



        but only the existence and (if existent) a description (including
        the terms and approximate dollar amount) of any specific relationship involving or related to the Series 2021-B25 transaction or
        the Mortgage Loans or the Trust Subordinate Companion Loans between itself (that is, the particular “Party Responsible”)
        or any of its affiliates, on the one hand, and any one or more of the parties listed under the preceding item as a “Party
        Responsible”, on the other; provided, however, that a relationship (A) must be reported only if it then exists
        or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the
        Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if
        it was previously reported as “Additional Form 10-K Disclosure”.

         
	




	 
	
        Item 15: Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement, liquidation
        or succession (Exhibit No. 2 of Item 601 of Regulation S-K)

        
	
    ●     Depositor
	 
	
        Item 15: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No. 3(i) and
        3(ii) of Item 601 of Regulation S-K)

        
	
    ●     Depositor
	 



 



     Exhibit CC-7


     


    

 


	
        Item 15: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	


        ●     Trustee

        

        ●     Certificate Administrator

        

        ●     Depositor

         



        provided, in each case, that this shall in no event
        be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

        

        provided further, in each case, that in the event
        any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be
        the responsible party.

         
	 
	
        Item 15: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)

         
	
    ●     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans, the Trust Subordinate Companion Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.
	 
	
        Item 15: Exhibits (no. 11):

         

        Statement regarding computation of per share earnings (Exhibit
        No. 11 of Item 601 of Regulation S-K)

        
	
    ●     Not Applicable
	 
	
        Item 15: Exhibits (no. 12):

         

        Statement regarding computation of ratios (Exhibit No. 12 of
        Item 601 of Regulation S-K)

        
	
    ●     Not Applicable.
	 
	
        Item 15: Exhibits (no. 13):

         

        Annual report to security holders, Form 10-Q and Form 10-QSB,
        or quarterly report to security holders (Exhibit No. 13 of Item 601 of Regulation S-K)

        
	
    ●     Not Applicable
	 
	
        Item 15: Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)

        
	
    ●     Not Applicable.
	 



 



     Exhibit CC-8


     


    

 


	
        Item 15: Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit No. 16 of
        Item 601 of Regulation S-K)

        
	
    ●     Not Applicable
	 
	
        Item 15: Exhibits (no. 18):

         

        Letter re change in accounting principles (Exhibit No. 18 of
        Item 601 of Regulation S-K)

        
	
    ●     Not Applicable.
	 
	
        Item 15: Exhibits (no. 21):

         

        Subsidiaries of registrant (Exhibit No. 18 of Item 601 of Regulation
        S-K)

        
	
    ●     Depositor.
	 
	
        Item 15: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to a Vote of Security
        Holders (Exhibit No. 22 of Item 601 of Regulation S-K).

        
	
    ●     Not applicable.
	 
	
        Item 15: Exhibits (no. 23) – Part 1 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item
        601 of Regulation S-K), where (a) the filing of a written consent is required with respect to material (in the Form 10-D) that
        is incorporated by reference in the Depositor’s registration statement and (b) the consent is not the consent of a registered
        public accounting firm in connection with an attestation delivered pursuant to Section 11.13 of this Pooling and Servicing Agreement.

        
	
    ●     Depositor
	 
	
        Item 15: Exhibits (no. 23) – Part 2 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item
        601 of Regulation S-K), but the required shall consist of a consent of the registered public accounting firm for purposes of any
        attestation report rendered with respect to the particular “Party Responsible” pursuant to Section 11.13 of this Pooling
        and Servicing Agreement.

         
	


        ●     Master Servicer

        

        ●     Special Servicer

        

        ●     Depositor

        

        ●     Any other Servicing Function Participant

         



        provided, however, in each case, that such
        party shall have the duty to report or deliver, or cause the reporting or delivery, of such consent only to the extent that such
        party is required to deliver or cause the delivery of the related attestation report.

        
	 



 



     Exhibit CC-9


     


    

 


	
        Item 15: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation
        S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a
        party, is signed pursuant to a power of attorney.

        
	
    ●     Certificate Administrator 
	 
	
        Item 15: Exhibits (no. 31(i))

         

        Rule 13a-14(a)/15d-14(a) Certifications (Exhibit No. 31(i) of
        Item 601 of Regulation S-K).

        
	
    ●     Not Applicable
	 
	
        Item 15: Exhibits (no. 31(ii))

         

        Rule 13a-14(d)/15d-14(d) Certifications (Exhibit No. 31(ii)
        of Item 601 of Regulation S-K).

        
	
    ●     Delivery of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 11.08 (and Section 11.07) of this Pooling and Servicing Agreement.
	 
	
        Item 15: Exhibits (no. 32)

         

        Section 1350 Certifications (Exhibit No. 32 of Item 601 of Regulation
        S-K).

        
	
    ●     Not Applicable.
	 
	
        Item 15: Exhibits (no. 33)

         

        Report on assessment of compliance with servicing criteria for
        asset-backed securities (Exhibit No. 33 of Item 601 of Regulation S-K).

        
	
    ●     Delivery of this exhibit (annual compliance assessment) is governed by Section 11.10 (and Section 11.07) of this Pooling and Servicing Agreement.
	 
	
        Item 15: Exhibits (no. 34)

         

        Attestation report on assessment of compliance with servicing
        criteria for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation S-K).

        
	
    ●     Delivery of this exhibit (annual accountants’ attestation report) is governed by Section 11.11 (and Section 11.07) of this Pooling and Servicing Agreement.
	 
	
        Item 15: Exhibits (no. 35)

         

        Servicer compliance statement (Exhibit No. 35 of Item 601 of
        Regulation S-K).

        
	
    ●     Delivery of this exhibit (annual servicer compliance statements) is governed by Section 11.09 (and Section 11.07) of this Pooling and Servicing Agreement.
	 
	
        Item 15: Exhibit (no. 36)

         

        Certification For Shelf Offerings of Asset-Backed Securities
        (Exhibit No. 36 of Item 601 of Regulation S-K).

        
	Depositor	 



 



     Exhibit CC-10


     


    

 


	
        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation
        S-K)

        
	
    ●     Not Applicable.
	 

	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation
        S-K).

        
	
    ●     Not Applicable.
	 

	Item 15:  Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following conditions:  (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	
    ●     Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer, the General Special Servicer or the Amazon Seattle Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K).
	 

	Item 15:  Exhibit (no. 101)



Interactive Data File (Exhibit No. 101 of Item 601 of Regulation S-K).	Not Applicable	 
	Item 15:  Exhibit (no. 102)



Asset Data File (Exhibit No. 102 of Item 601 of Regulation S-K).	
        [Certificate Administrator]

        

        [Depositor]
	

         

	Item 15:  Exhibit (no. 103)



Asset Related Document (Exhibit No, 103 of Item 601 of Regulation S-K).	
        [Certificate Administrator]

        

        [Depositor]
	

         

	 	 	 




     Exhibit CC-11


     


    

EXHIBIT
DD


 


FORM
8-K DISCLOSURE INFORMATION


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.07 of the Pooling and Servicing Agreement to report to the Depositor
and the Certificate Administrator the occurrence of any event described in the corresponding Form 8-K Item described in the “Item
on Form 8-K” column to the extent such party has knowledge of such information (other than information as to itself). Each
of the Certificate Administrator, the Trustee, the Master Servicer, the General Special Servicer and the Amazon Seattle Special
Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information with respect
to itself that is set forth in or omitted from the Prospectus), in the absence of specific notice to the contrary from the Depositor
or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer, the General Special Servicer
and the Amazon Seattle Special Servicer (in its capacity as such) shall be entitled to assume that there is no “significant
obligor” other than a party or property identified as such in the Prospectus and to assume that no other party or property
will constitute a “significant obligor” after the Cut-off Date. In no event shall the Master Servicer, the General
Special Servicer or the Amazon Seattle Special Servicer be required to provide any information for inclusion in a Form 8-K that
relates to any Mortgage Loan or the Trust Subordinate Companion Loans for which the Master Servicer, the General Special Servicer
or the Amazon Seattle Special Servicer is not the applicable Master Servicer, General Special Servicer or Amazon Seattle Special
Servicer, as the case may be. For this Benchmark 2021-B25 Mortgage Trust Pooling and Servicing Agreement, each of the Certificate
Administrator, the Trustee, the Master Servicer, the General Special Servicer and the Amazon Seattle Special Servicer (in its capacity
as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within
the meaning of Items 1114 or 1115 of Regulation AB.


 





	Item on Form 8-K	Party Responsible 	 
	
        Item 1.01: Entry into a Material Definitive Agreement

         
	


        ●     Depositor, except as described in the next bullet (it being
        acknowledged that Item 601 of Regulation S-K requires filing of material contracts to which the registrant or a subsidiary thereof
        is a party).

        

        

         

        ●     Certificate Administrator, Trustee, Master Servicer and/or
        Special Servicer (it being acknowledged that Instruction 3 to Item 1.01 of Form 8-K requires disclosure regarding the entry
        into or an amendment of a definitive agreement that is material to the asset-backed securities transaction, even if the registrant
        is 

        

	 




     Exhibit DD-1


     


    

	 	
    not a party to such agreement), in each case to the extent of any amendment or definitive agreement that satisfies all the following conditions:  (a) such amendment or definitive agreement relates to the Trust or one or more Mortgage Loans, the Trust Subordinate Companion Loans or REO Mortgage Loans, and (b) such amendment or definitive agreement is an amendment or definitive agreement to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.

	Item 1.02:  Termination of a Material Definitive Agreement– Part 1 of 2 Parts	
    ●     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans, the Trust Subordinate Companion Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.

	
    Item 1.02:  Termination of a Material Definitive Agreement– Part 2 of 2 Parts	
            ●     Depositor, to the extent of any material agreement not covered in the 





     Exhibit DD-2


     


    

	 	prior item

	Item 1.03:  Bankruptcy or Receivership	
            ●     Depositor

	Item 2.04:  Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	


                ●     Depositor

        

                ●     Certificate Administrator

        


	Item 3.03:  Material Modification to Rights of Security Holders	
            ●     Certificate Administrator

	Item 5.03:  Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	
            ●     Depositor

	Item 6.01:  ABS Informational and Computational Material	
            ●     Depositor

	Item 6.02 (Part 1 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in trustee	


        ●     Trustee

        

        ●     Depositor

        


	Item 6.02 (Part 2 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer, General Special Servicer or Amazon Seattle Special Servicer	


                ●     Certificate Administrator

        

        ●     Master Servicer or Special Servicer, as the case may be (in
        each case, as to itself)

        


	Item 6.02 (Part 3 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a servicer (other than a party to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	


        ●     Master Servicer

        

        ●     Special Servicer

        

        ●     Certificate Administrator

        

        ●     Depositor

        


	Item 6.03:  Change in Credit Enhancement or External Support	


        ●     Depositor

        

        ●     Certificate Administrator

        


	Item 6.04:  Failure to Make a Required Distribution	
            ●     Certificate Administrator

	Item 6.05:  Securities Act Updating Disclosure	
            ●     Depositor

	Item 7.01:  Regulation FD Disclosure	
            ●     Depositor

	Item 8.01:  Other Events	
            ●     Depositor

	
        Item 9.01(d): Exhibits (no. 1):

         

        Underwriting agreement (Exhibit No. 1 of Item 601 of Regulation
        S-K)

        
	
            ●     Not applicable

	
        Item 9.01(d): Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement, liquidation
        or succession (Exhibit No. 2 of Item 601 of Regulation S-K)

        
	
            ●     Depositor

	Item 9.01(d): Exhibits (no. 3):	●     Depositor





     Exhibit DD-3


     


    

	
        

         

        Articles of incorporation and by-laws (Exhibit No. 3(i) and
        3(ii) of Item 601 of Regulation S-K)

        
	
	
        Item 9.01(d): Exhibits (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	


        ●     Certificate Administrator

         




        provided,
        in each case, that this shall in no event be construed to make such party responsible for the initial filing of this Pooling and
        Servicing Agreement

        

	
        Item 9.01(d): Exhibits (no. 7):

         

        Correspondence from an independent accountant regarding non-reliance
        on a previously issued audit report or completed interim review. (Exhibit No. 7 of Item 601 of Regulation S-K)

        
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)

        
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit No. 16 of
        Item 601 of Regulation S-K)

        
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 17):

         

        Correspondence on departure of director (Exhibit No. 17 of Item
        601 of Regulation S-K)

        
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 20):

         

        Other documents or statements to security holders (Exhibit No.
        20 of Item 601 of Regulation S-K)

        
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item
        601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D) that is incorporated
        by reference in the Depositor’s registration statement.

        
	●     Depositor
	
        Item 9.01(d): Exhibits (no. 24)

         
	●     Certificate Administrator




     Exhibit DD-4


     


    

	Power of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.	 
	
        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation
        S-K)

        
	●     Not Applicable.
	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation
        S-K).

        
	●     Not Applicable.







 




     Exhibit DD-5


     


    

EXHIBIT
EE


 


ADDITIONAL
DISCLOSURE NOTIFICATION 




**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY
BELOW**


 


Wells Fargo Bank, National Association,
as Certificate Administrator





9062 Old Annapolis Road





Columbia, Maryland 20145-1951





Attn: Corporate Trust Services (CMBS) Benchmark
2021-B25 Mortgage Trust


 


RE: **Additional Form [10-D][10-K][8-K]
Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section [11.04] [11.05]
[11.07] of the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling and Servicing Agreement”),
among GS Mortgage Securities Corporation II, as Depositor (the “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, the undersigned, as [ ], hereby notifies
you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


 


List of any Attachments hereto to be
included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification should be directed
to [                      ], phone number: [                      ]; email address: [                      ].





	 	 	 
	 	[NAME
                    OF PARTY],

	 	as [role]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:








 


cc: Depositor


 




     Exhibit EE-1


     


    

EXHIBIT
FF


 


INITIAL
SUB-SERVICERS


 


	Mortgage Loan Seller	Mortgage Loan Name	Sub-Servicer Name	Sub-Servicer’s

 Duties
	CREFI	2501 Seaport	Jones Lang LaSalle	Non-Cashiering
	CREFI	Amazon Campbellsville Fulfillment Center	CBRE	Non-Cashiering
	JPMCB	The Promontory	CBRE	Non-Cashiering
	JPMCB	1111 Southern Minerals Road	Jones Lang LaSalle	Non-Cashiering
	CREFI	Rouzan Marketplace	Berkadia Commercial Mortgage LLC	Cashiering
	CREFI	500 W Superior	Berkadia Commercial Mortgage LLC	Cashiering
	GSMC	4800-4900 Fournace Place	Jones Lang LaSalle	Non-Cashiering




     Exhibit FF-1


     


    

EXHIBIT
GG


 


SERVICING
FUNCTION PARTICIPANTS


 


None.


 




     Exhibit GG-1


     


    

EXHIBIT
HH


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



Benchmark 2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25 (the “Trust”)


 


I, [identifying the certifying
individual], on behalf of [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 Trustee] [Wells Fargo Bank, National Association, as Certificate Administrator] (the “Certifying
Servicer”), certify to GS Mortgage Securities Corporation II and its officers, directors and affiliates, and with
the knowledge and intent that they will rely upon this certification, that:


 


	1.	I (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s activities
[during the preceding calendar year] [between [__] and [__]] and the Certifying Servicer’s performance under the Pooling
and Servicing Agreement; and



 


	2.	To the best of my knowledge, based on such review, the Certifying Servicer has fulfilled all of
its obligations under the Pooling and Servicing Agreement in all material respects [throughout such year] [between [__] and [__]].
[To my knowledge, the Certifying Servicer has failed to fulfill the following obligations under the Pooling and Servicing Agreement:
[SPECIFY EACH SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].



 


	Date:	 	 



 


[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]

[Wells Fargo Bank, National Association, as Trustee]


 


	By:	 	 
	 	Name:	 
	 	Title:	 







 




     Exhibit HH-1


     


    

EXHIBIT
II


 


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


 


	1.	[Name of Reporting Servicer] (the “Reporting
Servicer”) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph
(d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December 31, 20[__] (the “Reporting
Period”), as set forth in Exhibit AA to the Pooling and Servicing Agreement. The transactions covered by this
report include asset-backed securities transactions for which the Reporting Servicer acted as [a master servicer, special servicer,
trustee, certificate administrator, operating advisor] involving commercial mortgage loans [other than __________________1]
(the “Platform”);



 


The Reporting Servicer has engaged certain
vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”)
to perform specific, limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance
with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on Schedule
A;


 


Except as set forth in paragraph 4 below,
the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with
the applicable servicing criteria;


 


The criteria listed in the column titled
“Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the Reporting Servicer based on the activities
it performs, directly or through its Vendors, with respect to the Platform;


 


The Reporting Servicer has complied, in
all material respects, with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect
to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December
31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria
as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on
Schedule B hereto]; and


 


[____], a registered public accounting
firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance with the applicable servicing
criteria for the Reporting Period.


 



     Exhibit II-1


     


    

 


1 Describe any permissible exclusions,
including those permitted under telephone interpretation 17.04 (i.e. transactions registered prior to compliance with Regulation
AB, transactions involving an offer and sale of asset-backed securities that were not required to be issued), if applicable.


 


[Date of Certification]


 


	 	 	 
	 	[Name
of Reporting Servicer]

	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:












 




     Exhibit II-2


     


    

EXHIBIT
JJ


 


CREFC®
PAYMENT INFORMATION


 


Payments shall be made to “CRE Finance Council”
and sent to:





Commercial Real Estate Finance Council, Inc.





28 West 44th Street, Suite 815





New York, NY 10036





Attn: Executive Director


 


or by wire transfer to:


 


Account Name: Commercial Real Estate Finance Council (CREFC®)





Bank Name: Chase





Bank Address: 80 Broadway, New York, NY 10005





Routing Number: 021000021





Account Number: 213597397


 




     Exhibit JJ-1


     


    

EXHIBIT
KK


 


Form
of Notice of ADDITIONAL Secured





INDEBTEDNESS
NOTIFICATION


 


VIA E-MAIL:





To: Wells Fargo Bank, National Association, as Certificate
Administrator; cts.sec.notifications@wellsfargo.com; trustadministrationgroup@wellsfargo.com


 


Ref: Benchmark 2021-B25, Additional Secured Debt Notice for
From 10-D


 


The following information is being furnished to you for inclusion
on Form 10-D pursuant to Section 3.18(g) of the Pooling and Servicing Agreement


 


	 	Portfolio
    Name	Mortgage
    Loan	Position
    in Debt Stack	Additional
    Secured Debt	OPB	OPB
    Date	Appraised
    Value	Appraised
    Value Date	Aggregate
    LTV	Aggregate
    NCF DSCR	Aggregate
    NCF DSCR Date	Primary
    Servicer	Master
    Servicer	Lead
    Servicer	Prospectus
    ID
	1	Benchmark 2021-B25	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$

        	 	 	$	 	%	 	 	 	 	 	 
	 	 Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	Benchmark 2021-B25	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$

        	 	 	$	 	%	 	 	 	 	 	 
	 	 Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	Benchmark 2021-B25	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$

        	 	 	$	 	%	 	 	 	 	 	 
	 	 Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 




     Exhibit KK-1


     


    

EXHIBIT
LL


 


ADDITIONAL
DISCLOSURE NOTIFICATION (ACCOUNTS)


 


INSTRUCTIONS:


 


FOR ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO:





CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM






 


FOR ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT
MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association, as Certificate Administrator


 


600 South 4th Street, 7th Floor, MAC: N9300-070

Minneapolis, Minnesota 55415





Attention: Corporate Trust Services (CMBS)





Benchmark 2021-B25 Mortgage Trust





E-Mail: cts.sec.notifications@wellsfargo.com


 


RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section 11.04 of the
Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling and Servicing Agreement”), among GS
Mortgage Securities Corporation II, as Depositor (the “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, the undersigned, as [ ], hereby notifies you that
certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


 


[With respect to the Collection Account and REO Account balance
information:


 


	Account Name	
        Beginning Balance as of 

        

        MM/DD/YYYY

        
	
        Ending Balance as of 

        

        MM/DD/YYYY

        

	Collection Account	 	 
	REO Account	 	 






     Exhibit LL-1


     


    

List of any Attachments hereto to be included in the Additional
Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification should be directed
to [                  ], phone number: [                ]; email address: [                   ].





	 	 	 
	 	[NAME
                    OF PARTY],

	 	as [role]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:








 








cc: Depositor


 




     Exhibit LL-2


     


    

EXHIBIT
MM


 


Form
of NOTICE OF PURCHASE OF [CONTROLLING CLASS CERTIFICATE] [SOMA TELECO OFFICE CONTROLLING CLASS CERTIFICATE] [AMAZON SEATTLE CONTROLLING
CLASS CERTIFICATE]


 


[Date]


 


Wells Fargo Bank, National Association

     as Certificate Administrator

9062 Old Annapolis Road





Columbia, Maryland 20145-1951





Attention: Corporate Trust Services (CMBS)





Benchmark 2021-B25 Mortgage Trust


 


Midland Loan Services, a Division
of PNC Bank, National Association





10851 Mastin Street, Suite
700





Overland Park, Kansas 66210





Attention: Executive Vice President
Division Head


 


Rialto Capital Advisors, LLC





Southeast Financial Center





200 S. Biscayne Blvd, Suite 3550





Miami, Florida 33131





Attention: Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer





Facsimile number: (305) 229-6425





Email: liat.heller@rialtocapital.com





Email: jeff.krasnoff@rialtocapital.com





Email: niral.shah@rialtocapital.com





Email: adam.singer@rialtocapital.com


 


Situs Holdings, LLC

101 Montgomery Street, Suite 2250

San Francisco, California 94104

Attention: Stacey Ciarlanti

Email: staceyciarlanti@situsamc.com


 


Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Benchmark 2021-B25 Transaction Manager

With a copy sent via e-mail to: notices@pentalphasurveillance.com with Benchmark 2021-B25 in the subject line


 



     Exhibit MM-1


     


    

 


		Re:	Benchmark
                                         2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25
                                         (the “Certificates”)
                                         issued, and the Pooled RR Interest created, pursuant to the Pooling and Servicing Agreement
                                         (the “Pooling and Servicing
                                         Agreement”), dated 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 	



 


This letter is delivered
to you, pursuant to Section [3.23(a)][3.34(c)] of the Pooling and Servicing Agreement in connection with the transfer by ____________
(the “Transferor”) to us (the “Transferee”)
of $__________________ original principal balance in the Class [__] Certificates, representing [_____]% of the Class [__] Certificates.
The Certificates were issued pursuant to the Pooling and Servicing Agreement.


 


		1.	Our name and address is as follows:



 


	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Contact Info:
[Tel/Email]	 









 


		2.	[IF APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator,
that we are purchasing a majority interest in the Class [__] Certificates, and that we are not affiliated with the Transferor.
To the extent that any Control Termination Event or Consultation Termination Event has occurred due to a waiver of a prior Class [__]
Certificateholder of its rights under the Pooling and Servicing Agreement, we hereby request that you reinstate such rights and
post a “special notice” on your website to the following effect:



 


“A Consultation
Termination Event or a Control Termination Event has been terminated and is no longer in effect due to a transfer of a majority
interest of the [Controlling Class][SOMA Teleco Office Controlling Class][Amazon Seattle Controlling Class] to an unaffiliated
third party which has terminated any waiver by the prior Holder.”


 


All capitalized terms
used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.


 



     Exhibit MM-2


     


    

 


	 	Very truly yours,
	 	 	 
	 	 	(Transferee)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 




     Exhibit MM-3


     


    

EXHIBIT
NN


 


FORM OF ASSET REVIEW
REPORT


 


BY THE ASSET REPRESENTATIONS
REVIEWER1


 


To: [Addresses of Recipients]


 


		Re:	Benchmark 2021-B25 Mortgage Trust



 


Ladies and
Gentlemen:


 


In accordance
with Section 12.01 of the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling and Servicing Agreement”),
the undersigned Asset Representations Reviewer (“ARR”) has performed an Asset Review on each Delinquent Mortgage
Loan identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby issuing the following Asset
Review Report.


 


	 	1.	As described in the detailed scorecard attached hereto as Exhibit A, we have performed an Asset Review on each Delinquent Mortgage Loan identified in accordance with the terms of the Pooling and Servicing Agreement and our conclusion is that there is [no evidence of a Test failure/evidence of [•] Test failures] with respect to the Delinquent Mortgage Loans.  
	 	 	 


	 	2.	A conclusion by the ARR of a Test pass or a Test failure shall not constitute a determination by the ARR of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller.  In addition, the Tests may not be sufficient to determine every instance of noncompliance.
	 	 	 


	 	
        3.

        	
        The ARR, other than forwarding this report
        to the persons listed above, will not be required to take or participate in any other or further action with respect to the aforementioned
        Asset Review Report.


        

        
	 	 	 
	 	4.	Capitalized words and phrases used herein
        shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.


 


 




1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization
and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation,
provisions relating to Privileged Information.


 



     Exhibit NN-1


     


    

 





	 	Pentalpha Surveillance LLC,
    as Asset Representations Reviewer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 




     Exhibit NN-2


     


    

Exhibit A


 


Detailed Scorecard





[Template Example Below]


 


	
        Test failures

         

	Loan #	Loan Name	R&W #	R&W Name	Test #	Test Description	Findings
	[Insert Loan Number]	[Insert Loan Name]	[__]	Lease Estoppels	[__]	[Insert Test Description]	[Insert Test findings]
	[__]	Due on Sale or Encumbrance	[__]	 	 




     Exhibit NN-3


     


    

EXHIBIT
OO


 


FORM OF ASSET REVIEW
REPORT SUMMARY1


 


To: [Addresses of Recipients]


 


		Re:	Benchmark 2021-B25 Mortgage Trust



 


Ladies and
Gentlemen:


 


In accordance
with Section 12.01 of the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling and Servicing Agreement”),
the undersigned Asset Representations Reviewer (“ARR”) has performed an Asset Review on each Delinquent Mortgage
Loan identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby issuing the following Asset
Review Report Summary.


 


	 	1.	As described in the summary scorecard attached hereto as Exhibit A, we have performed an Asset Review on each Delinquent Mortgage Loan identified in accordance with the terms of the Pooling and Servicing Agreement and our conclusion is that there is [no evidence of a Test failure/evidence of [•] Test failures]  with respect to the Delinquent Mortgage Loans.
	 	 	 


	 	2.	A conclusion by the ARR of a Test pass or a Test failure shall not constitute a determination by the ARR of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to determine every instance of noncompliance.
	 	 	 


	 	3.	The ARR, other than forwarding this Asset Review Report Summary to the parties listed above, will not be required to take or participate in any other or further action with respect to the aforementioned Asset Review Report Summary.
	 	 	 


	 	4.	Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.



 


 




1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization
and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation,
provisions relating to Privileged Information.


 





     Exhibit OO-1


     


    

 





	 	Pentalpha Surveillance LLC,
    as Asset Representations Reviewer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 



 




     Exhibit OO-2


     


    

Exhibit A


 


Summary Scorecard





[Template Example Below]


 


	
        Test failures

         
	 	 	 	 
	Loan #	Loan Name	Representations and Warranty #	Representation and Warranty Name	Test #
	[Insert Loan #]	[Insert Loan Name]	[__]	Lease Estoppels	[__]
	[__]	Due on Sale or Encumbrance	[__]




     Exhibit OO-3


     


    


 


EXHIBIT
PP-1


 


GSMC
ASSET REVIEW PROCEDURES


 


Pursuant
to the terms and subject to the conditions set forth in the Pooling and Servicing Agreement (“PSA”), the Asset
Representations Reviewer (“Asset Representations Reviewer”) shall perform an Asset Review with respect to each
representation and warranty made by the related Mortgage Loan Seller only with respect to each Delinquent Loan in accordance with
the procedures set forth below (each such procedure, a “Test”); provided, however, the Asset
Representations Reviewer may, but is under no obligation to, modify any Test and/or associated Review Materials described in this
Exhibit PP-1 if, and only to the extent, the Asset Representations Reviewer determines pursuant to the Asset Review Standard
that it is necessary to modify such Test and/or such associated Review Materials in order to facilitate its Asset Review in accordance
with the Asset Review Standard. Capitalized terms used herein but not defined herein have the meaning set forth in the PSA or,
solely with respect to a representation and warranty, the meaning set forth in the related mortgage loan purchase agreement where
GSMC is the Seller (the “GSMC Mortgage Loan Purchase Agreement”). For the avoidance of doubt, in connection
with the performance of the following Tests:


 


(A)       With
respect to any representation and warranty that includes a knowledge qualifier (e.g., to the Mortgage Loan Seller’s
knowledge, etc.), the Asset Representations Reviewer shall not be responsible for any investigation or review beyond that set
forth in the applicable Test related to such representation and warranty;


 


(B)       With
respect to any representation and warranty that includes the examination of an insurance policy or Title Policy, the Asset Representations
Reviewer will be permitted to engage a qualified consultant to perform a review of the applicable policy, and will be allowed
to rely upon the conclusions of the consultant when making a determination as to whether there is a Test pass.


 


(C)       The
Asset Representations Reviewer shall be under no duty to provide or obtain a legal opinion, legal review or legal conclusion;


 


(D)       Unless
otherwise provided in the Test, the “as of” date for the testing of a representation is as of the Closing Date;


 


(E)       Unless
otherwise provided in the Test, if there is more than one version of the same document with respect to a particular Mortgage Loan
or Mortgaged Property, the document that will be used by the Asset Representations Reviewer in testing is the document that is
dated as of the Closing Date or, if none, the document closest prior to the Closing Date;


 


(F)       With
respect to each representation and warranty and its related Test(s), the Asset Representations Reviewer shall take into account
any exceptions to such representation and warranty described in the GSMC Mortgage Loan Purchase Agreement with respect to a Mortgage
Loan, and a Test pass shall be deemed to have occurred with respect to such Test if the sole reason for not satisfying the applicable
Test is caused by such exception(s);


 



     Exhibit PP-1-1


     


    

 


(G)       Evidence
of a failure of a Test could result from (i) an affirmative determination by the Asset Representations Reviewer that the Test
failed to achieve a Test pass, or (ii) a determination by the Asset Representations Reviewer that the documentation included in
the Review Materials (after making such request for any missing documents in the manner provided for in the PSA) is not sufficient
to perform the Test; and


 


(H)       A
determination by the Asset Representations Reviewer of a Test pass or a Test failure shall not constitute a determination by the
Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce
any rights it may have against the applicable Mortgage Loan Seller.


 


The
Asset Representations Reviewer will only be required to perform the Tests described in this Exhibit PP-1, and will not
be obligated to perform additional procedures on any Delinquent Loan. Notwithstanding the required Tests, the Asset Representations
Reviewer will not be required to review any information other than (1) Review Materials specified in the related Test and (2)
if applicable, Unsolicited Information. The Asset Representations Reviewer may, but is under no obligation to, consider Unsolicited
Information relevant to the Tests subject to the terms of the PSA. If the Asset Representations Reviewer considers Unsolicited
Information, the Asset Representations Reviewer shall take into account such Unsolicited Information, in addition to the Review
Materials referred to in the applicable Test(s) procedure when making a determination as to whether there is a Test pass.


 




     Exhibit PP-1-2


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	1.
    Whole Loan; Ownership of Mortgage Loans. Except with respect to a GSMC Mortgage Loan that is part of a Whole Loan,
    each GSMC Mortgage Loan is a whole loan and not a participation interest in a GSMC Mortgage Loan.  Each GSMC Mortgage
    Loan that is part of a Whole Loan is a senior or pari passu portion of a whole loan evidenced by a senior or pari passu note.  At
    the time of the sale, transfer and assignment to the depositor, no Mortgage Note or Mortgage was subject to any assignment
    (other than assignments to GSMC), participation or pledge, and GSMC had good title to, and was the sole owner of, each GSMC
    Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations, any other ownership interests
    on, in or to such GSMC Mortgage Loan other than any servicing rights appointment, or similar agreement, any Non-Serviced PSA
    with respect to a GSMC Mortgage Loan and rights of the holder of a related Companion Loan pursuant to a Co-Lender Agreement.
    GSMC has full right and authority to sell, assign and transfer each GSMC Mortgage Loan, and the assignment to Depositor constitutes
    a legal, valid and binding assignment of such GSMC Mortgage Loan free and clear of any and all liens, pledges, charges or
    security interests of any nature encumbering any GSMC Mortgage Loan other than the rights of the holder of a related Companion
    Loan pursuant to a Co-Lender Agreement.	1a	Review
    the amounts listed on the original Mortgage Note and Mortgage for an indication that they match the amounts listed on the
    Mortgage Loan Schedule.  If the amounts are the same, then such GSMC Mortgage Loan would be considered a Whole Loan.
    If there is more than one property then the Mortgage for each Mortgaged Property would need to be aggregated. If identified
    as such, it will be a Test pass.	Mortgage;
    Mortgage Note; Loan agreement related to the GSMC Mortgage Loan (“Loan Agreement”); Mortgage Loan guaranty;
    Assignment of Leases, Rents and Profits; and Environmental Indemnity Agreement (collectively, the “Mortgage Loan
    Documents”); Mortgage Loan Schedule.
	1b	Review
    any notice previously delivered by the master servicer or the special servicer, as applicable, of any alleged defect or breach
    with respect to any Delinquent Loan (collectively, the “MS Servicer Notices”) for notation of any Mortgage
    Loan or Mortgage that was subject to any assignment (other than assignments to GSMC), participation or pledge, or that GSMC
    did not have good title to, and was the sole owner of, each GSMC Mortgage Loan free and clear of any and all liens, charges,
    pledges, encumbrances, participations, any other ownership interests on, in or to such GSMC Mortgage Loan other than any servicing
    rights appointment or similar agreement. If no such notation is found, it will be a Test pass.	MS
    Servicer Notices
	1c	Review
    the MS Servicer Notices for notation of any claim or assertion regarding GSMC not having the full right and authority to sell,
    assign and transfer the GSMC Mortgage Loan other than the rights of the holder of a related Companion Loan pursuant to a Co-Lender
    Agreement. If such notation is not found, it will be a Test pass.	MS
    Servicer Notices
	1d	Review
    the MS Servicer Notices for notation of any claim or assertion regarding the assignment to the 	MS
    Servicer Notices




     Exhibit PP-1-3


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	Purchaser
    not constituting a legal, valid and binding assignment of any GSMC Mortgage Loan free and clear of any and all liens, pledges,
    charges or security interests of any nature encumbering such GSMC Mortgage Loan. If such notation is not found, it will be
    a Test pass.	 
	2.
                                         Loan Document Status. Each related Mortgage Note, Mortgage, assignment of leases
                                         (if a separate instrument), guaranty and other agreement executed by or on behalf of
                                         the related mortgagor, guarantor or other obligor in connection with such GSMC Mortgage
                                         Loan is the legal, valid and binding obligation of the related mortgagor, guarantor or
                                         other obligor (subject to any non-recourse provisions contained in any of the foregoing
                                         agreements and any applicable state anti-deficiency or market value limit deficiency
                                         legislation), as applicable, and is enforceable in accordance with its terms, except
                                         (i) as such enforcement may be limited by (a) bankruptcy, insolvency, fraudulent transfer,
                                         reorganization, moratorium or other similar laws affecting the enforcement of creditors’
                                         rights generally and (b) general principles of equity (regardless of whether such enforcement
                                         is considered in a proceeding in equity or at law) and (ii) that certain provisions in
                                         such Mortgage Loan documents (including, without limitation, provisions requiring the
                                         payment of default interest, late fees or prepayment/yield maintenance fees, charges
                                         and/or premiums) are, or may be, further limited or rendered unenforceable by or under
                                         applicable law, but (subject to the limitations set forth in clause (i) above) such limitations
                                         or unenforceability will not render such Mortgage Loan documents invalid as a whole or
                                         materially interfere with the Mortgagee’s realization of the principal benefits
                                         and/or security provided thereby (clauses (i) and (ii) collectively, the “Standard
                                         Qualifications”).

         

        Except
        as set forth in the immediately preceding sentence, there is no valid offset, defense, counterclaim or right of rescission
        available to the related mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan

         
	2a	Review
    the opinion of mortgagor’s counsel (“Mortgagor’s Counsel Opinion”) for an indication that it
    contains language that the related Mortgage Note, Mortgage, assignment of leases (if a separate instrument), guaranty and
    other agreement executed by or on behalf of the related mortgagor, guarantor or other obligor in connection with such GSMC
    Mortgage Loan is the legal, valid and binding obligation of the related mortgagor, guarantor or other obligor (subject to
    any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti- deficiency or market
    value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except as specified in
    representation and warranty 2. If such indication exists, it will be a Test pass.	Mortgagor’s
    Counsel Opinion
	2b	Review
    the MS Servicer Notices for notation of any valid offset, defense, counterclaim or right of rescission available to the related
    Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan Documents, including, without
    limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by GSMC in connection with the
    origination of the GSMC Mortgage Loan, that would deny the mortgagee (as defined in the related GSMC Mortgage Loan Purchase
    Agreement) the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan Documents.
    If no such notation is found, it will be a Test pass.	MS
    Servicer Notices




     Exhibit PP-1-4


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	documents,
    including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by GSMC in
    connection with the origination of any GSMC Mortgage Loan, that would deny the Mortgagee the principal benefits intended to
    be provided by the Mortgage Note, Mortgage or other Mortgage Loan documents.	 	 	 
	3.
    Mortgage Provisions. The Mortgage Loan documents for each GSMC Mortgage Loan contains provisions that render the rights
    and remedies of the holder thereof adequate for the practical realization against the related Mortgaged Property of the principal
    benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, nonjudicial
    foreclosure subject to the limitations set forth in the Standard Qualifications.	3	Review
    the Mortgage Loan Documents and Mortgagor’s Counsel Opinion for an indication that the Mortgage Loan Documents contain
    provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the related
    Mortgaged Property of the principal benefits of the security intended to be provided thereby, including realization by judicial
    or, if applicable, non-judicial foreclosure subject to the limitations set forth in the Standard Qualifications. If such indication
    exists, it will be a Test pass.	Mortgage
    Loan Documents; Mortgagor’s Counsel Opinion
	4.
    Mortgage Status; Waivers and Modifications. Since origination and except by written instruments set forth in the related
    Mortgage File (a)(1) to the knowledge of GSMC, after due inquiry, there has been no forbearance, waiver or modification of
    the material terms of the Mortgage Loan which such forbearance, waiver or modification relates to the COVID-19 emergency and
    (2) other than as related to the COVID-19 emergency, the material terms of such Mortgage, Mortgage Note, GSMC Mortgage Loan
    guaranty, and related Mortgage Loan documents have not been waived, impaired, modified, altered, satisfied, canceled, subordinated
    or rescinded in any respect which materially interferes with the security intended to be provided by such Mortgage; (b) no
    related Mortgaged Property or any portion thereof has been released from the lien of the related Mortgage in any manner which
    materially interferes with the security intended to be provided by such Mortgage or the use or operation of the remaining
    portion of such Mortgaged Property; and (c) neither the related Mortgagor nor the related guarantor has been released from
    its material 	4a	Review
    the MS Servicer Notices and Mortgage Loan Documents for an indication that there has been no forbearance, waiver or modification
    of the material terms of the Mortgage Loan which such forbearance, waiver or modification relates to the COVID-19 Emergency
    since origination through the Closing Date, except by written instruments set forth in the related Mortgage File or as otherwise
    provided in the related Mortgage Loan Documents.  If no such indication is found, it will be a Test pass.	Mortgage
    Loan Documents; MS Servicer Notices
	4b	Review
    the MS Servicer Notices and Mortgage Loan Documents for an indication that other than as related to the COVID-19 Emergency
    the material terms of such documents have been waived, impaired, modified, altered, satisfied, cancelled, subordinated or
    rescinded in any respect which materially interferes with the security intended to be provided by such Mortgage since origination
    through the 	Mortgage
    Loan Documents; MS Servicer Notices




     Exhibit PP-1-5


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	obligations
    under the related GSMC Mortgage Loan.	 	Closing
    Date, except by written instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage
    Loan Documents.  If no such indication is found, it will be a Test pass.	 
	 	4c	Review
    the MS Servicer Notices and Mortgage Loan Documents for an indication that a related Mortgaged Property or any portion thereof
    has been released from the lien of the related Mortgage through the Closing Date in any manner which materially interferes
    with the security intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged
    Property except by written instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage
    Loan Documents. If no such indication is found, it will be a Test pass.	MS
    Servicer Notices; Mortgage Loan Documents
	4d	Review
    the MS Servicer Notices and Mortgage Loan Documents for notation that neither the related Mortgagor nor the related guarantor
    has been released from its material obligations under the related GSMC Mortgage Loan prior to the Closing Date except by written
    instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan Documents. If no
    such notation is found, it will be a Test pass.	MS
    Servicer Notices; Mortgage Loan Documents
	5.
    Lien; Valid Assignment. Subject to the Standard Qualifications, each assignment of Mortgage and assignment of assignment
    of leases to the issuing entity (or, with respect to a Non-Serviced Mortgage Loan, to the related Non-Serviced Trustee) constitutes
    a legal, valid and binding assignment to the issuing entity (or, with respect to a Non-Serviced Mortgage Loan, to the related
    Non-Serviced Trustee).  Each related Mortgage and assignment of leases is freely assignable without the consent
    of the related mortgagor.  Each related mortgage is 	5a	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion regarding any assignment of Mortgage
    or assignment of leases to the issuing entity (or, with respect to a Non-Serviced Mortgage Loan, to the related Non-Serviced
    Trustee) not constituting a legal, valid and binding assignment to the issuing entity, subject to the Standard Qualifications.
    If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices




     Exhibit PP-1-6


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	a
    legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the mortgage loan schedule
    attached to the related MLPA, leasehold) interest in the related Mortgaged Property in the principal amount of such GSMC Mortgage
    Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to representation
    and warranty 6 set forth on Exhibit C of the related GSMC Mortgage Loan Purchase Agreement (each such exception, a “Title
    Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property
    (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination was, and as of the Cut-off Date,
    to GSMC’s knowledge, is free and clear of any recorded mechanics’ liens, recorded materialmen’s liens and
    other recorded encumbrances which are prior to or equal with the lien of the related Mortgage, except those which are bonded
    over, escrowed for or insured against by a lender’s title insurance policy (as described below), and, to GSMC’s
    knowledge and subject to the rights of tenants (as tenants only) (subject to and excepting Permitted Encumbrances and the
    Title Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to
    or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s
    title insurance policy (as described below).  Notwithstanding anything in this representation to the contrary, no
    representation is made as to the perfection of any security interest in rents or other personal property to the extent that
    possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required
    in order to effect such perfection.	5b	Review
    the related Mortgage and the assignment of leases for each property for provisions to the effect that the related Mortgage
    and assignment of leases is not freely assignable without the consent of the related mortgagor. If no such provision is found,
    it will be a Test pass.	Mortgage;
    Assignment of Leases, Rents and Profits
	5c	Review
    the Title Policy (as defined in representation and warranty 6) to determine if the related Mortgage is a first lien on the
    related mortgagor’s fee or leasehold interest in the related Mortgaged Property.  Compare the amount of the
    Title Policy to the principal amount of the GSMC Mortgage Loan or allocated loan amount to determine whether they are equivalent.
    If each such determination is made, it will be a Test pass.	Title
    Policy; Mortgage; Mortgage Loan Schedule
	5d	Review
    the Title Policy to determine if the Mortgaged Property was free and clear of any recorded mechanics’ liens, recorded
    materialmen’s liens and other recorded encumbrances which are prior to or equal with the lien of the related Mortgage
    (other than Permitted Encumbrances, Title Exceptions and those which are bonded over, escrowed for or insured against by the
    applicable Title Policy). If so determined, it will be a Test pass.	Title
    Policy
	5e	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that, as of the Cut-off Date, GSMC had
    knowledge that the Mortgaged Property was not free and clear of any recorded mechanics’ liens, recorded materialmen’s
    liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (other than Permitted
    Encumbrances, Title Exceptions and those which are bonded over, escrowed for or insured against by the applicable 	MS
    Servicer Notices




     Exhibit PP-1-7


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	Title
    Policy). If such a notation or other indication is not found, it will be a Test pass.  	 
	 	5f	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that, subject to the rights of tenants,
    there are rights existing which under law could give rise to any such lien or encumbrance that would be prior to or equal
    with the lien of the related Mortgage, except for Permitted Encumbrances and those which are bonded over, escrowed for or
    insured against by the a lender’s title insurance policy. If such a notation or other indication is not found, it will
    be a Test pass.	MS
    Servicer Notices
	5g	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that GSMC did not have legal, valid and
    enforceable first lien on the related mortgagor's fee (or if identified on the Mortgage Loan Schedule, leasehold), interest
    in the Mortgaged Property or good and marketable title free and clear of any pledge, lien, encumbrance or security interest.
    If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	6.
    Permitted Liens; Title Insurance.  Each Mortgaged Property securing a GSMC Mortgage Loan is covered by an
    American Land Title Association loan title insurance policy or a comparable form of loan title insurance policy approved for
    use in the applicable jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy
    with escrow instructions or a “marked up” commitment, in each case binding on the title insurer) (the “Title
    Policy”) in the original principal amount of such GSMC Mortgage Loan (or with respect to a GSMC Mortgage Loan secured
    by multiple properties, an amount equal to at least the allocated loan amount with respect to the Title Policy for each such
    property) after all advances of principal (including any advances held in escrow or reserves), that insures for the benefit
    of the owner of the 	6a	Review
    the Title Policy to determine if it is an American Land Title Association loan title insurance policy or another comparable
    form of loan title insurance policy approved for use in the applicable jurisdiction. Review the Mortgage Loan Documents to
    determine if the amount of the policy covers the amount of the GSMC Mortgage Loan, or for multiple properties, an amount equal
    to the allocated loan amount after all advances of principal. If so determined with respect to each part of this Test, it
    will be a Test pass.	Title
    Policy; Mortgage Loan Documents
	6b	Review
    the Title Policy to determine if the first-priority lien of the Mortgage is subject only to 	Title
    Policy




     Exhibit PP-1-8


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	indebtedness
    secured by the Mortgage, the first priority lien of the Mortgage, which lien is subject only to (a) the lien of current real
    property taxes, water charges, sewer rents and assessments due and payable but not yet delinquent; (b) covenants, conditions
    and restrictions, rights of way, easements and other matters of public record; (c) the exceptions (general and specific) and
    exclusions set forth in such Title Policy; (d) other matters to which like properties are commonly subject; (e) the rights
    of tenants (as tenants only) under leases (including subleases) pertaining to the related Mortgaged Property and condominium
    declarations; (f) if the related GSMC Mortgage Loan constitutes a cross-collateralized GSMC Mortgage Loan, the lien of the
    Mortgage for another GSMC Mortgage Loan contained in the same Crossed Group; and (g) if the related GSMC Mortgage Loan is
    part of a Whole Loan, the rights of the holder(s) of any related Companion Loan(s) pursuant to the related Co-Lender Agreement;
    provided that none of items (a) through (g), individually or in the aggregate, materially and adversely interferes with the
    value or current use of the Mortgaged Property or the security intended to be provided by such Mortgage or the mortgagor’s
    ability to pay its obligations when they become due (collectively, the “Permitted Encumbrances”).  Except
    as contemplated by clauses (f) and (g) of the preceding sentence, none of the Permitted Encumbrances are mortgage liens that
    are senior to or coordinate and co-equal with the lien of the related Mortgage.  Such Title Policy (or, if it has
    yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and
    no claims have been made by GSMC thereunder and no claims have been paid thereunder. Neither GSMC, nor to the GSMC’s
    knowledge, any other holder of a GSMC Mortgage Loan, has done, by act or omission, anything that would materially impair the
    coverage under such Title Policy.	 	Permitted
    Encumbrances, as defined in representation and warranty 6. If so determined, it will be a Test pass.	 
	6c	Review
    the Title Policy to determine if any Permitted Encumbrance is a mortgage lien that is senior to or coordinate and co-equal
    to the lien of the related Mortgage, other than as contemplated by items (f) or (g) in the definition of Permitted Encumbrances.  If
    not so determined, it will be a Test pass.	Title
    Policy
	6d	Review
    the Title Policy and MS Servicer Notices for a notation or other indication that the coverage is not in full force and effect
    as of the Cut-off Date, that all premiums thereon have not been paid or that claims have been made by GSMC. If no such notation
    or other indication is found, it will be a Test pass.	Title
    Policy; MS Servicer Notices
	6e	Review
    the MS Servicer Notices for a notation or other indication that GSMC, or any other holder of a GSMC Mortgage Loan, has done,
    by act or omission, anything that would materially impair the coverage under such policy. If such a notation or other indication
    is not found, it will be a Test pass.	MS
    Servicer Notices
	7.
    Junior Liens. It being understood that B notes secured by the same Mortgage as a GSMC Mortgage Loan are not subordinate
    mortgages or junior liens, except for any GSMC Mortgage Loan that is cross-collateralized and cross-defaulted with another
    	7a	Review
    the Title Policy to determine if there is any subordinate mortgage or junior lien encumbering the related Mortgaged Property
    except for any GSMC Mortgage Loan that is cross-collateralized and cross-	Title
    Policy




     Exhibit PP-1-9


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	GSMC
    Mortgage Loan, there are no subordinate mortgages or junior liens securing the payment of money encumbering the related Mortgaged
    Property (other than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics and materialmens liens
    (which are the subject of the representation in representation and warranty 5 above), and equipment and other personal property
    financing).  Except as set forth on an exhibit to the applicable GSMC Mortgage Loan Purchase Agreement, GSMC has
    no knowledge of any mezzanine debt secured directly by interests in the related mortgagor.	 	defaulted
    with another GSMC Mortgage Loan. If not so determined, it will be a Test pass.	 
	7b	Review
    the Title Policy to determine if there are no subordinate mortgages or junior mortgage liens securing the payment of money
    encumbering the related Mortgaged Property other than Permitted Encumbrances and the Title Exceptions, taxes and assessments,
    mechanics’ and materialmen’s liens and equipment and other personal property financing. If so determined, it will
    be a Test pass.	Title
    Policy
	7c	Review
    the MS Servicer Notices for a notation or other indication that, except as set forth on an exhibit to the applicable GSMC
    Mortgage Loan Purchase Agreement, GSMC had knowledge of any mezzanine debt secured directly by interests in the related mortgagor
    or (2) any subordinate mortgages or junior liens securing the payment of money encumbering the related Mortgaged Property
    (other than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics’ and materialmen’s
    liens If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices; GSMC Mortgage Loan Purchase Agreement
	8.
    Assignment of Leases and Rents. There exists as part of the related Mortgage File an assignment of leases (either as
    a separate instrument or incorporated into the related Mortgage). Subject to the Permitted Encumbrances and the Title Exceptions,
    each related assignment of leases creates a valid first-priority collateral assignment of, or a valid first-priority lien
    or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to
    the related mortgagor to exercise certain rights and to perform certain obligations of the lessor under such lease or leases,
    including the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard
    Qualifications.  The related Mortgage or related assignment of 	8a	Review
    the Mortgage File to determine if an assignment of leases (either as a separate instrument or incorporated into the related
    Mortgage) is in the Mortgage File. If so determined, it will be a Test pass.	Mortgage
    File; Assignment of Leases, Rents and Profits
	8b	Review
    the Title Policy to determine if the Mortgage, or any related assignment of leases has been recorded, and creates a valid
    first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights
    under the related lease or leases, subject only to a license granted to the related mortgagor to exercise certain rights and
    to 	Title
    Policy; Mortgage; Assignment of Leases, Rents and Profits




     Exhibit PP-1-10


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	leases,
    subject to applicable law, provides that, upon an event of default under each GSMC Mortgage Loan, a receiver is permitted
    to be appointed for the collection of rents or for the related Mortgagee to enter into possession to collect the rents or
    for rents to be paid directly to the Mortgagee.	 	perform
    certain obligations of the lessor under such lease or leases, including the right to operate the related leased property,
    except as the enforcement thereof may be limited by the Standard Qualifications and subject to the Permitted Encumbrances
    and the Title Exceptions. If so determined with respect to each part of this Test, it will be a Test pass.	 
	8c	Review
    the assignment of leases (either as a separate instrument or incorporated into the related Mortgage) to determine if the related
    Mortgage, or related Assignment of Leases, subject to applicable law, provides that upon an event of default under the GSMC
    Mortgage Loan, a receiver is permitted to be appointed for the collection of rents or for the related Mortgagee to enter into
    possession to collect the rents or for rents or for the related Mortgagee to enter into possession to collect the rents or
    for rents to be paid directly to the Mortgagee. If so determined, it will be a Test pass.	Assignment
    of Leases, Rents and Profits; Mortgage
	9.
    UCC Filings.  If the related Mortgaged Property is operated as a hospitality property, GSMC has filed and/or
    recorded or caused to be filed and/or recorded (or, if not filed and/or recorded, submitted in proper form for filing and/or
    recording), UCC financing statements in the appropriate public filing and/or recording offices necessary at the time of the
    origination of the related GSMC Mortgage Loan to perfect a valid security interest in all items of physical personal property
    reasonably necessary to operate such Mortgaged Property owned by such mortgagor and located on the related Mortgaged Property
    (other than any non-material personal property, any personal property subject to a purchase money security interest, a sale
    and leaseback financing arrangement as permitted under the terms of the related Mortgage Loan documents or any other personal
    property leases applicable to such personal property), to the extent perfection may be effected pursuant to applicable law
    by recording or filing, as the case may be.  Subject to the Standard 	9a	Review
    the appraisals to determine if any of the properties are specifically identified as hospitality properties.  If
    so, review the Mortgage File to determine if GSMC has filed and/or recorded UCC financing statements in the appropriate public
    filing and/or recording offices necessary at the time of the origination of the related GSMC Mortgage Loan to perfect a valid
    security interest in all items of physical personal property reasonably necessary to operate such Mortgaged Property owned
    by such mortgagor and located on the related Mortgaged Property (other than any non-material personal property, any personal
    property subject to a purchase money security interest, a sale and leaseback financing arrangement as permitted under the
    terms of the related Mortgage Loan Documents or any other personal property leases applicable to such personal 	Appraisal;
    Mortgage File; Franchise Agreement; Comfort Letter or Similar Agreement




     Exhibit PP-1-11


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	Qualifications,
    each related Mortgage (or equivalent document) creates a valid and enforceable lien and security interest on the items of
    personalty described above.  No representation is made as to the perfection of any security interest in rents or
    other personal property to the extent that possession or control of such items or actions other than the filing of UCC financing
    statements are required in order to effect such perfection.	 	property),
    to the extent perfection may be effected pursuant to applicable law by recording or filing, as the case may be. If so determined
    with respect to each part of this Test, it will be a Test pass.	 
	 	9b	If
    the appraisals specifically identify any Mortgaged Properties as hospitality properties, review the security agreement for
    each Mortgaged Property to determine whether such security agreement creates a valid and enforceable lien and security interest
    on the items of personalty described in representation and warranty 9.  If so determined with respect to each part
    of this Test, it will be a Test pass.	 
	10.
                                         Condition of Property. GSMC or the originator of each GSMC Mortgage Loan inspected
                                         or caused to be inspected each related Mortgaged Property within six months of origination
                                         of the related GSMC Mortgage Loan and within thirteen months of the Cut-off Date.

         

        An
        engineering report or property condition assessment was prepared in connection with the origination of each GSMC Mortgage
        Loan no more than thirteen months prior to the Cut-off Date. To GSMC’s knowledge, based solely upon due diligence
        customarily performed in connection with the origination of comparable mortgage loans, as of the Closing Date, each related
        Mortgaged Property was free and clear of any material damage (other than deferred maintenance for which escrows were established
        at origination) that would affect materially and adversely the use or value of such Mortgaged Property as security for
        the GSMC Mortgage Loan.

         
	10a	Review
    the engineering report or property condition assessment in the Mortgage File to determine if the related Mortgage Property
    was inspected within six months of the origination date and within thirteen months of the Cut-off Date. If so determined,
    it will be a Test pass.	Engineering
    report; Property condition assessment
	10b	Review
    the engineering report or property condition assessment in the Mortgage File to determine if it was dated no more than thirteen
    months prior to the Cut-off Date.  Review the engineering report or property condition assessment to confirm that
    each related Mortgaged Property is free of material damage. If so determined with respect to each part of the Test, it will
    be a Test pass.	Engineering
    report; Property condition assessment
	10c	Review
    the MS Servicer Notices for a notation or other indication that GSMC had knowledge of issues with the physical condition of
    the Mortgaged Property that GSMC believed would have a material adverse effect on the value or use of the Mortgaged Property
    other than those disclosed in the most recently dated engineering report or Servicing File and deferred maintenance for which
    escrows were 	MS
    Servicer Notices




     Exhibit PP-1-12


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	established
    at origination. If such a notation or other indication is not found, it will be a Test pass.	 
	11.
    Taxes and Assessments. All taxes, governmental assessments and other outstanding governmental charges (including, without
    limitation, water and sewage charges), or installments thereof, which could be a lien on the related Mortgaged Property that
    would be of equal or superior priority to the lien of the Mortgage and that prior to the Cut-off Date have become delinquent
    in respect of each related Mortgaged Property have been paid, or an escrow of funds has been established in an amount sufficient
    to cover such payments and reasonably estimated interest and penalties, if any, thereon.  For purposes of this representation
    and warranty, real estate taxes and governmental assessments and other outstanding governmental charges and installments thereof
    will not be considered delinquent until the earlier of (a) the date on which interest and/or penalties would first be payable
    thereon and (b) the date on which enforcement action is entitled to be taken by the related taxing authority.	11	Review
    the MS Servicer Notices for a notation or other indication that all taxes, governmental assessments and other outstanding
    governmental charges (including, without limitation, water and sewage charges), or installments thereof, which could be a
    lien on the related Mortgage Property that would be of equal or superior priority to the lien of the Mortgage and that prior
    to the Cut-off Date have come delinquent in respect of the Mortgaged Property (per the terms within representation and warranty
    11) have not been paid, or an escrow of funds has been established in an amount sufficient to cover such payments and reasonably
    estimated interest and penalties, if any, thereon. If such a notation or other indication is not found, it will be a Test
    pass.	MS
    Servicer Notices
	12.
    Condemnation. As of the date of origination and to GSMC’s knowledge as of the Cut-off Date, there is no proceeding
    pending, and, to GSMC’s knowledge as of the date of origination and as of the Cut-off Date, there is no proceeding threatened,
    for the total or partial condemnation of any Mortgaged Property that would have a material adverse effect on the value, use
    or operation of such Mortgaged Property.	12	Review
    the MS Servicer Notices for a notation or other indication of any proceeding pending or threatened for the total or partial
    condemnation of any Mortgaged Property as of the Cut-off Date and as of the origination date, or for a notation or other indication
    that GSMC had knowledge as of the Cut-off Date and as of the origination date of any such proceeding that would have a material
    adverse effect on the value, use or operation of such Mortgaged Property. If such a notation or other indication is not found,
    it will be a Test pass.	MS
    Servicer Notices
	13.
    Actions Concerning Mortgage Loan. As of the date of origination and to GSMC’s knowledge as of the Cut-off Date,
    there was no pending or filed action, suit or proceeding, arbitration or governmental investigation involving any mortgagor,
    guarantor, or mortgagor’s interest in the related 	13a	Review
    the Mortgage Loan Documents, the Mortgagor’s Counsel Opinion and the MS Servicer Notices for an indication of pending
    or filed action, suit or proceeding, arbitration or governmental investigation involving any mortgagor, guarantor, or 	Mortgage
    Loan Documents; Mortgagor’s Counsel Opinion; MS Servicer Notices




     Exhibit PP-1-13


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	Mortgaged
    Property, an adverse outcome of which would reasonably be expected to materially and adversely affect (a) such mortgagor’s
    title to such Mortgaged Property, (b) the validity or enforceability of the Mortgage, (c) such mortgagor’s ability to
    perform under the related GSMC Mortgage Loan, (d) such guarantor’s ability to perform under the related guaranty, (e)
    the principal benefit of the security intended to be provided by the related Mortgage Loan documents or (f) the current principal
    use of such Mortgaged Property.	 	mortgagor’s
    interest in the related Mortgaged Property that existed on the origination date (and with respect to GSMC’s knowledge,
    as of the Cut-off Date) . If such an indication is not found, it will be a Test pass.	 
	13b	Review
    the MS Servicer Notices to determine if an adverse outcome of any such pending, filed or threatened action, suit or proceeding,
    arbitration or governmental investigation involving any mortgagor, guarantor, or Mortgaged Property would reasonably be expected
    to adversely affect the matters set forth in clauses (a)-(f) of representation and warranty 13. If any such adverse outcome
    would not reasonably be expected to adversely affect the matters set forth in clauses (a)-(f) of representation and warranty
    13, it will be a Test pass.	MS
    Servicer Notices
	14.
    Escrow Deposits. All escrow deposits and payments required to be escrowed with any Mortgagee pursuant to each GSMC
    Mortgage Loan are in the possession, or under the control, of GSMC or its servicer, and there are no deficiencies (subject
    to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto)
    that are required to be escrowed with the related Mortgagee under the related Mortgage Loan documents are being conveyed by
    GSMC to Depositor or its servicer.	14a	Review
    the MS Servicer Notices for a notation or other indication of any escrow deposits and payments required to be escrowed with
    any Mortgagee pursuant to each GSMC Mortgage Loan not in the servicer’s possession or control. If such a notation or
    other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	14b	Review
    the MS Servicer Notices to determine if all escrows and deposits required pursuant to the GSMC Mortgage Loan have been conveyed
    by GSMC to the Depositor or its servicer. If so determined, it will be a Test pass.	MS
    Servicer Notices
	15.
    No Holdbacks. The principal amount of each GSMC Mortgage Loan stated on the GSMC mortgage loan schedule attached to
    the related MLPA has been fully disbursed as of the Closing Date and there is no requirement for future advances thereunder
    (except in those cases where the full amount of the GSMC Mortgage Loan has been disbursed but a portion thereof 	15a	Review
    the Mortgage Loan Schedule, Loan Agreement, Mortgage Note and origination settlement statement to determine if the principal
    amount of each GSMC Mortgage Loan was fully disbursed as of the Closing Date. If so determined, it will be a Test pass.	Mortgage
    Loan Schedule; Loan Agreement; Mortgage Note; Origination settlement statement




     Exhibit PP-1-14


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	is
    being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs or other
    matters with respect to the related Mortgaged Property, the mortgagor or other considerations determined by GSMC to merit
    such holdback).	15b	Review
    the Mortgage Loan Documents to determine if there is no requirement for future advances by the Mortgagee (except in those
    cases where the full amount of each GSMC Mortgage Loan has been disbursed but a portion thereof is being held in escrow or
    reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs, or other matters with respect
    to the related Mortgaged Property, the mortgagor or other considerations determined by GSMC to merit such holdback). If so
    determined, it will be a Test pass.	Mortgage
    Loan Documents
	16.
                                         Insurance. Each related Mortgaged Property is, and is required pursuant to the
                                         related Mortgage to be, insured by a property insurance policy providing coverage for
                                         loss in accordance with coverage found under a “special cause of loss form”
                                         or “all risk form” that includes replacement cost valuation issued by an
                                         insurer meeting the requirements of the related Mortgage Loan documents and meeting the
                                         Insurance Rating Requirements (as defined below), in an amount (subject to a customary
                                         deductible) not less than the lesser of (1) the original principal balance of the related
                                         GSMC Mortgage Loan and (2) the full insurable value on a replacement cost basis of the
                                         improvements, furniture, furnishings, fixtures and equipment owned by the related mortgagor
                                         and included in such Mortgaged Property (with no deduction for physical depreciation),
                                         but, in any event, not less than the amount necessary or containing such endorsements
                                         as are necessary to avoid the operation of any coinsurance provisions with respect to
                                         the related Mortgaged Property.

         

        “Insurance
        Rating Requirements” means either (i) a claims paying or financial strength rating of at least “A-:VIII”
        from A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-”
        from S&P Global Ratings or (ii) the Syndicate Insurance Rating Requirements. “Syndicate

         
	16a	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
    and/or certificates of insurance) to determine if it shows that the related Mortgaged Property is insured by a property insurance
    policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all-risk
    form” that includes replacement cost valuation issued by an insurer meeting the requirements of the related Mortgage
    Loan Documents and the Insurance Rating Requirements (as defined in representation and warranty 16), in an amount (subject
    to customary deductibles) not less than the lesser of (1) the original principal balance of the related GSMC Mortgage Loan
    and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment
    owned by the related mortgagor and included in such Mortgaged Property (with no deduction for physical depreciation), but,
    in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of
    any coinsurance provisions with respect to the Mortgaged Property. If so determined, it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)




     Exhibit PP-1-15


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	Insurance
                                         Rating Requirements” means insurance provided by a syndicate of insurers, as to
                                         which (i) if such syndicate consists of 5 or more members, at least 60% of the coverage
                                         is provided by insurers that meet the Insurance Rating Requirements (under clause (i)
                                         of the definition of such term) and up to 40% of the coverage is provided by insurers
                                         that have a claims paying or financial strength rating of at least “BBB-”
                                         by S&P Global Ratings, acting through Standard & Poor’s Financial Services
                                         LLC or at least “Baa3” by Moody’s Investors Service, Inc., and (ii)
                                         if such syndicate consists of 4 or fewer members, at least 75% of the coverage is provided
                                         by insurers that meet the Insurance Rating Requirements (under clause (i) of the definition
                                         of such term) and up to 25% of the coverage is provided by insurers that have a claims
                                         paying or financial strength rating of at least “BBB-” by S&P Global
                                         Ratings, acting through Standard & Poor’s Financial Services LLC or at least
                                         “Baa3” by Moody’s Investors Service, Inc.

         

        Each
        related Mortgaged Property is also covered, and required to be covered pursuant to the related Mortgage Loan documents,
        by business interruption or rental loss insurance which (subject to a customary deductible) covers a period of not less
        than 12 months (or with respect to each GSMC Mortgage Loan on a single asset with a principal balance of $50 million or
        more, 18 months).

         

        If
        any material part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified
        in the Federal Register by the Federal Emergency Management Agency as a “Special Flood Hazard Area,” the related
        mortgagor is required to maintain insurance in the maximum amount available under the National Flood Insurance Program
        (irrespective of whether such coverage is provided pursuant to a National Flood Insurance Program policy or through a
        private policy), plus such additional flood coverage in an amount as is generally required by GSMC for comparable mortgage
        loans intended for securitization.

         
	16b	Review
    the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 16a above. If such provisions
    are found, it will be a Test pass.	Mortgage
    Loan Documents
	16c	Review
    the Insurance Summary Report (or, solely with respect to residential cooperative properties, review the insurance policies
    and/or certificates of insurance) to determine if it shows that the related Mortgaged Property is insured for business interruption
    or rental loss insurance which (subject to a customary deductible) covers a period of not less than 12 months (or with respect
    to each  GSMC Mortgage Loan on a single asset with a principal balance of $50 million or more, 18 months). If such
    provisions are found, it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	16d	Review
    the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 16c above. If such provisions
    are found, it will be a Test pass.	Mortgage
    Loan Documents
	16e	Review
    the Mortgage Loan Documents and/or the survey to determine if any material part of the improvements, exclusive of a parking
    lot, located on the Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management
    Agency as a “Special Flood Hazard Area.” If so determined, review the Insurance Summary to determine whether the
    mortgagor maintains insurance in the maximum amount available under the National Flood Insurance Program (irrespective of
    whether such coverage is provided pursuant to a National Flood Insurance Program policy or through a private policy) plus
    such additional flood coverage in an amount as is generally required by GSMC for comparable 	Mortgage
    Loan Documents; Survey; Insurance Summary Report




     Exhibit PP-1-16


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	If
                                         a Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or
                                         the Atlantic coast of Florida, Georgia, South Carolina or North Carolina, the related
                                         mortgagor is required to maintain coverage for windstorm and/or windstorm related perils
                                         and/or “named storms” issued by an insurer meeting the Insurance Rating Requirements
                                         or endorsement covering damage from windstorm and/or windstorm related perils and/or
                                         named storms, in an amount not less than the lesser of (1) the original principal balance
                                         of the related GSMC Mortgage Loan and (2) 100% of the full insurable value on a replacement
                                         cost basis of the improvements and personalty and fixtures included in the related Mortgaged
                                         Property by an insurer meeting the Insurance Rating Requirements.

         

        Each
        Mortgaged Property is covered, and required to be covered pursuant to the related Mortgage Loan documents, by a commercial
        general liability insurance policy issued by an insurer meeting the Insurance Rating Requirements including coverage for
        property damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally
        required by prudent institutional commercial mortgage lenders, and in any event not less than $1 million per occurrence
        and $2 million in the aggregate.

         

        An
        architectural or engineering consultant has performed an analysis of each Mortgaged Property located in seismic zones
        3 or 4 in order to evaluate the structural and seismic condition of such property, for the sole purpose of assessing the
        scenario expected limit (“SEL”) for the Mortgaged Property in the event of an earthquake. In such instance,
        the SEL was based on a 475-year return period, an exposure period of 50 years and a 10% probability of exceedance. If
        the resulting report concluded that the SEL would exceed 20% of the amount of the replacement costs of the improvements,
        earthquake insurance on such Mortgaged Property was obtained from an insurer rated at least “A:VIII” by A.M.
        Best Company or “A3” (or the equivalent)

         
	 	mortgage
    loans intended for securitization. If so determined, it will be a Test pass.	 
	16f	If
    the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia,
    South Carolina or North Carolina, review the Insurance Summary Report to determine if the property is covered for windstorm
    and/or windstorm related perils and/or “named storms” or endorsement covering damage from windstorm and/or windstorm
    related perils and/or named storms in an amount not less than the lesser of (1) the original principal balance of the related
    GSMC Mortgage Loan and (2) 100% of the full insurable value on a replacement cost basis of the improvements, and personalty
    and fixtures owned by the mortgagor and included in the related Mortgaged Property by an insurer meeting the Insurance Rating
    Requirements. If so determined with respect to each part of this Test, it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	16g	Review
    the Insurance Summary Report dated before the Cut-off Date (or solely with respect to residential cooperative properties,
    review the insurance policies and/or certificates of insurance) and Mortgage Loan Documents to determine if the Mortgage Property
    is covered, and required to be covered pursuant to the related Mortgage Loan Documents, by a commercial general liability
    insurance policy issued by an insurer meeting the Insurance Rating Requirements including coverage for property damage, contractual
    damage and personal injury (including bodily injury and death) in amounts as are generally required by prudent institutional
    commercial mortgage lenders, and in any event not less than $1 million per occurrence and $2 million in the aggregate. If
    so determined, it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance);
    Mortgage Loan Documents




     Exhibit PP-1-17


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	from
                                         Moody’s Investors Service, Inc. or “A-” by S&P Global Ratings,
                                         acting through Standard & Poor’s Financial Services LLC in an amount not less
                                         than 100% of the SEL.

         

        The
        Mortgage Loan documents for each GSMC Mortgage Loan require insurance proceeds in respect of a property loss to be applied
        either (a) to the repair or restoration of all or part of the related Mortgaged Property, with respect to all property
        losses in excess of 5% of the original or then outstanding principal amount of the related GSMC Mortgage Loan (or related
        Whole Loan), the Mortgagee (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair
        or restoration progresses, or (b) to the payment of the outstanding principal balance of such GSMC Mortgage Loan together
        with any accrued interest thereon.

         

        All
        premiums on all insurance policies referred to in this section required to be paid as of the Cut-off Date have been paid,
        and such insurance policies name the Mortgagee under each GSMC Mortgage Loan and its successors and assigns as a loss
        payee under a Mortgagee endorsement clause or, in the case of the general liability insurance policy, as named or additional
        insured. Such insurance policies will inure to the benefit of the trustee (or, in the case of a Mortgage Loan that is
        a Non-Serviced Mortgage Loan, the applicable Non-Serviced Trustee). Each related GSMC Mortgage Loan obligates the related
        mortgagor to maintain (or cause to be maintained) all such insurance and, at such mortgagor’s failure to do so,
        authorizes the Mortgagee to maintain such insurance at the mortgagor’s reasonable cost and expense and to charge
        such mortgagor for related premiums. All such insurance policies (other than commercial liability policies) require at
        least 10 days’ prior notice to the Mortgagee of termination or cancellation arising because of nonpayment of a premium
        and at least 30 days’ prior notice to the Mortgagee of termination or cancellation (or such lesser period, not less
        than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium and no
        such notice has been received by GSMC.

         
	16h	Review
    the property condition assessment to determine if the properties are located in a seismic zone 3 or 4. If so determined, review
    the seismic engineering study to determine if it has been performed by an architectural or engineering consultant for the
    sole purpose of assessing the scenario expected limit (“SEL”) for the Mortgaged Property in the event of
    an earthquake and based on a 475-year return period, an exposure period of 50 years and a 10% probability of exceedance. If
    so determined, it will be a Test pass.	Property
    condition assessment; Seismic engineering study
	16i	Review
    the most recent seismic engineering study or Insurance Summary Report (or solely with respect to residential cooperative properties,
    review the insurance policies and/or certificates of insurance) to determine if the SEL would exceed 20% of the amount of
    the replacement costs of the improvements, and if so, review to determine if earthquake insurance on each Mortgaged Property
    was obtained. If so determined, determine if the insurer is rated at least “A:VIII” by A.M. Best Company or “A3”
    (or the equivalent) from Moody’s Investors Service, Inc. or “A-” by S&P Global Ratings. The insurance
    amount should be not less than 100% of the SEL. If so determined with respect to each part of the Test, it will be a Test
    pass.	Seismic
    engineering study; Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies
    and/or certificates of insurance)
	16j	Review
    the Mortgage Loan Documents for provisions requiring that insurance proceeds in respect of a property loss be applied either
    (a) to the repair or restoration of all or part of the related Mortgaged Property, with respect to all property losses in
    excess of 5% of the then-outstanding principal amount of the GSMC Mortgage Loan (or related Whole Loan), the Mortgagee (or
    a trustee appointed by it) having the right to hold and disburse such proceeds as the repair 	Mortgage
    Loan Documents




     Exhibit PP-1-18


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	or
    restoration progresses, or (b) to the payment of the outstanding principal balance of such GSMC Mortgage Loan together with
    any accrued interest thereon. If such provisions are found, it will be a Test pass.	 
	16k	Review
    the MS Servicer Notices for a notation or other indication that insurance premiums are current as of the Cut-off Date. If
    such a notation or other indication is found, it will be a Test pass.	MS
    Servicer Notices
	16l	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
    and/or certificates of insurance) to determine if the insurance policies name the Mortgagee under any GSMC Mortgage Loan and
    its successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability insurance
    policy, as named or additional insured. If so determined, it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	16m	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
    and/or certificates of insurance) to determine if the insurance will inure to the benefit of the Trustee. If so determined,
    it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	16n	Review
    the Mortgage Loan Documents to determine if any GSMC Mortgage Loan obligates the mortgagor to maintain (or cause to be maintained)
    all such insurance and, at such mortgagor’s failure to do so, authorizes the Mortgagee to maintain such insurance at
    the mortgagor’s unreasonable cost and expense and to charge such mortgagor for related premiums. If so determined, it
    will be a Test pass.	Mortgage
    Loan Documents




     Exhibit PP-1-19


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	 	16o	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
    and/or certificates of insurance) to determine if the insurance policies (other than commercial liability policies) require
    at least 10 days’ prior notice to the Mortgagee of termination or cancellation arising because of nonpayment of a premium
    and at least 30 days’ prior notice to the Mortgagee of termination or cancellation (or such lesser period, not less
    than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium.  If
    so determined, it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	16p	Review
    the MS Servicer Notices for a notation or other indication that any notice described in Test 16o may have been received by
    GSMC. If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	17.
    Access; Utilities; Separate Tax Lots. Each Mortgaged Property (a) is located on or adjacent to a public road and has
    direct legal access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress
    and egress to/from a public road, (b) is served by or has uninhibited access rights to public or private water and sewer (or
    well and septic) and all required utilities, all of which are appropriate for the current use of such Mortgaged Property,
    and (c) constitutes one or more separate tax parcels which do not include any property which is not part of the Mortgaged
    Property or is subject to an endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases,
    an application has been, or will be, made to the applicable governing authority for creation of separate tax lots, in which
    case the related GSMC Mortgage Loan requires the mortgagor to escrow an amount sufficient to pay taxes for the existing tax
    parcel of which such Mortgaged Property is a part until the separate tax lots are created.	17a	Review
    the zoning report, Title Policy and survey, engineering report or property condition assessment, the Mortgage Loan Seller
    Diligence and the ESA to determine if each Mortgaged Property is located on or adjacent to a public road and has direct legal
    access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from
    a public road. If so determined, it will be a Test pass.	Zoning
    report; Title Policy; Survey; Engineering report or property condition assessment; Mortgage Loan Seller Diligence; ESA
	17b	Review
    the zoning report, Title Policy and survey, engineering report or property condition assessment, the Mortgage Loan Seller
    Diligence and the ESA to determine if each Mortgaged Property is served by or has uninhibited access rights to public or private
    water and sewer (or well and septic) and all required utilities, all of which are appropriate for the current use of such
    Mortgaged Property. If so determined, it 	Zoning
    report; Title Policy; Survey; Engineering report or property condition assessment; Mortgage Loan Seller Diligence; ESA




     Exhibit PP-1-20


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	will
    be a Test pass.	 
	17c	Review
    the Title Policy and survey to determine if each Mortgaged Property constitutes one or more separate tax parcels and do not
    include any property which is not part of the Mortgaged Property or is subject to an endorsement under the most recently dated
    Title Policy insuring the Mortgaged Property, or in certain cases, an application has been, or will be, made to the applicable
    governing authority for creation of separate tax lots, in which case the related GSMC Mortgage Loan requires the mortgagor
    to escrow an amount sufficient to pay taxes for the existing tax parcel of which such Mortgaged Property is a part until the
    separate tax lots are created. If so determined, it will be a Test pass.	Title
    Policy; Survey; Mortgage Loan Documents
	18.
    No Encroachments. To GSMC’s knowledge based solely on surveys obtained in connection with origination and the
    Mortgagee’s Title Policy (or, if such policy is not yet issued, a pro forma title policy, a preliminary title policy
    with escrow instructions or a “marked up” commitment) obtained in connection with the origination of each GSMC
    Mortgage Loan, all material improvements that were included for the purpose of determining the appraised value of the related
    Mortgaged Property at the time of the origination of such GSMC Mortgage Loan are within the boundaries of the related Mortgaged
    Property, except encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property
    or for which insurance or endorsements were obtained under the Title Policy.  No improvements on adjoining parcels
    encroach onto the related Mortgaged Property except for encroachments that do not materially and adversely affect the value
    or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy.  No
    improvements encroach upon any easements except for encroachments the removal of which would not materially and 	18a	Review
    the survey, Title Policy and Appraisal to determine if all material improvements that were included for the purpose of determining
    the appraised value of the Mortgaged Property at the time of the origination of such GSMC Mortgage Loan are within the boundaries
    of the related Mortgaged Property, except for encroachments that do not materially and adversely affect the value or current
    use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy. If so determined,
    it will be a Test pass.	Survey;
    Title Policy; Appraisal
	18b	Review
    the survey, and Title Policy and Appraisal to determine if there exist improvements on adjoining parcels that encroach onto
    the Mortgaged Property that materially and adversely affect the value and current use of such Mortgage Property and for which
    insurance or endorsements were obtained under the Title Policy. If not so determined, it will be a Test pass.	Survey;
    Title Policy; Appraisal




     Exhibit PP-1-21


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	adversely
    affect the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the
    Title Policy.	18c	Review
    the survey, Title Policy and Appraisal to determine if there exist material improvements that encroach upon any easements
    except for encroachments the removal of which would not materially and adversely affect the value or current use of such Mortgaged
    Property or for which insurance or endorsements were obtained under the Title Policy. If not so determined, it will be a Test
    pass.	Survey;
    Title Policy; Appraisal
	19.
    No Contingent Interest or Equity Participation. No GSMC Mortgage Loan has a shared appreciation feature, any other
    contingent interest feature or a negative amortization feature (except that an ARD Loan may provide for the accrual of the
    portion of interest in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity participation by
    GSMC.	19	Review
    the Mortgage Loan Documents for any shared appreciation feature or any other contingent interest feature, any negative amortization
    feature (except that an ARD Loan may provide for the accrual of the portion of interest in excess of the rate in effect prior
    to the Anticipated Repayment Date) or an equity participation by GSMC. If no such feature is found with respect to each part
    of this Test, it will be a Test pass.	Mortgage
    Loan Documents
	20.
    REMIC. Each GSMC Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the
    Code (but determined without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats certain defective
    mortgage loans as qualified mortgages), and, accordingly, (A) the issue price of the GSMC Mortgage Loan to the related mortgagor
    at origination did not exceed the non-contingent principal amount of the GSMC Mortgage Loan and (B) either: (a) such GSMC
    Mortgage Loan is secured by an interest in real property (including buildings and structural components thereof, but excluding
    personal property) having a fair market value (i) at the date the GSMC Mortgage Loan (or related Whole Loan) was originated
    at least equal to 80% of the adjusted issue price of the GSMC Mortgage Loan (or related Whole Loan) on such date or (ii) at
    the Closing Date at least equal to 80% of the adjusted issue price of the GSMC Mortgage Loan (or related Whole Loan) on such
    date, provided that for 	20a	Review
    the origination settlement statement and Mortgage Note to determine if the proceeds advanced by the Mortgagee did not exceed
    the non-contingent principal amount of the GSMC Mortgage Loan. If so determined, it will be a Test pass.	Origination
    settlement statement; GSMC Mortgage Loan
	20b	Review
    the most recent appraisal and Mortgage Loan Documents to determine if  (a) the GSMC Mortgage Loan is secured by
    an interest in real property (including buildings and structural components thereof, but excluding personal property) having
    a fair market value (i) at the date the GSMC Mortgage Loan was originated at least equal to 80% of the adjusted issue price
    of the GSMC Mortgage Loan (or related Whole Loan) on such date or (ii) at the Closing Date at least equal to 80% of the adjusted
    issue price of the GSMC Mortgage Loan (or related 	Appraisal;
    Mortgage Loan Documents




     Exhibit PP-1-22


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	purposes
    hereof, the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real
    property interest that is senior to the GSMC Mortgage Loan and (B) a proportionate amount of any lien that is in parity with
    the GSMC Mortgage Loan; or (b) substantially all of the proceeds of such GSMC Mortgage Loan were used to acquire, improve
    or protect the real property which served as the only security for such GSMC Mortgage Loan (other than a recourse feature
    or other third party credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)).  If
    the GSMC Mortgage Loan was “significantly modified” prior to the Closing Date so as to result in a taxable exchange
    under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of
    such GSMC Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) above (substituting the date of the
    last such modification for the date the GSMC Mortgage Loan was originated) or sub-clause (B)(a)(ii), including the proviso
    thereto For purposes of the preceding sentence, a GSMC Mortgage Loan will not be considered “significantly modified”
    solely by reason of the borrower having been granted a COVID-19 related forbearance provided that: (a) such GSMC Mortgage
    Loan forbearance is covered by Revenue Procedure 2020-26 by reason of satisfying the requirements for such coverage stated
    in Section 5.02(2) of Revenue Procedure 2020-26; and (b) GSMC identifies such GSMC Mortgage Loan and provides (x) the date
    on which such forbearance was granted, (y) the length in months of the forbearance, and (z) how the payments in forbearance
    will be paid (that is, by extension of maturity, change of amortization schedule, etc.). Any prepayment premium and yield
    maintenance charges applicable to the GSMC Mortgage Loan constitute “customary prepayment penalties” within the
    meaning of Treasury Regulations Section 1.860G-1(b)(2).  All terms used in this paragraph will have the same meanings
    as set forth in the related Treasury Regulations.	 	Whole
    Loan) on such date, provided that for purposes of clauses (i) and (ii) above, the fair market value of the real property interest
    must first be reduced by (A) the amount of any lien on the real property interest that is senior to the GSMC Mortgage Loan
    and (B) a proportionate amount of any lien that is in parity with such GSMC Mortgage Loan or (b) substantially all of the
    proceeds of such GSMC Mortgage Loan were used to acquire, improve or protect the real property which served as the only security
    for such GSMC Mortgage Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Treasury
    Regulations Section 1.860G-2(a)(1)(ii)). If so determined, it will be a Test pass.	 
	20c	Review
    the MS Servicer Notices for an indication or other notation that the GSMC Mortgage Loan was modified prior to the Closing
    Date, and if so, if the modification was made as to result in a taxable exchange under Section 1001 of the Code, it either
    (x) was modified as a result of the default or reasonably foreseeable default of such GSMC Mortgage Loan or (y) satisfies
    the provisions of either sub-clause (B)(i) in the first sentence of representation and warranty 20 (substituting the date
    of the last such modification for the date any GSMC Mortgage Loan was originated) or sub-clause (B)(ii) in the first sentence
    of representation and warranty 20, including the proviso thereto. For purposes of the preceding sentence, a GSMC Mortgage
    Loan will not be considered “significantly modified” solely by reason of the borrower having been granted a COVID-19
    related forbearance provided that: (a) such GSMC Mortgage Loan forbearance is covered by Revenue Procedure 2020-26 by reason
    of satisfying the requirements for such coverage stated in Section 5.02(2) of Revenue Procedure 2020-26; and (b) GSMC identifies
    such GSMC Mortgage Loan 	MS
    Servicer Notices




     Exhibit PP-1-23


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	and
    provides (x) the date on which such forbearance was granted, (y) the length in months of the forbearance, and (z) how the
    payments in forbearance will be paid (that is, by extension of maturity, change of amortization schedule, etc.). If there
    were any such modifications, and such a notation or other indication is found, it will be a Test pass.	 
	20d	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that the Prepayment Premiums
    and Yield Maintenance Charges applicable to any GSMC Mortgage Loan do not constitute “customary prepayment penalties”.
    If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	21.
    Compliance with Usury Laws. The Mortgage Rate (exclusive of any default interest, late charges, yield maintenance charge,
    or prepayment premiums) of each GSMC Mortgage Loan complied as of the date of origination with, or was exempt from, applicable
    state or federal laws, regulations and other requirements pertaining to usury.	21a	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that the terms of each
    GSMC Mortgage Loan do not comply with applicable local, state, and federal laws in any material respect. If such a notation
    or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	21b	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that any material requirements
    pertaining to the origination of each GSMC Mortgage Loan, including but not limited to, usury and any and all other material
    requirements of any federal, state or local law have not been complied with. If such a notation or other indication is not
    found, it will be a Test pass.	MS
    Servicer Notices
	21c	Review
    the Mortgage Loan Documents to determine if they provide that each GSMC Mortgage Loan complied with usury laws. If so determined,
    it will be a Test pass.	Mortgage
    Loan Documents
	22.
    Authorized to do Business. To the extent required under	22	Review
    the MS Servicer Notices for a notation or	MS
    Servicer Notices




     Exhibit PP-1-24


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	applicable
    law, as of the Cut-off Date or as of the date that such entity held the Mortgage Note, each holder of the Mortgage Note was
    authorized to originate, acquire and/or hold (as applicable) the Mortgage Note in the jurisdiction in which each related Mortgaged
    Property is located, or the failure to be so authorized does not materially and adversely affect the enforceability of such
    GSMC Mortgage Loan by the issuing entity.	 	other
    indication of any claim or assertion that as of the Cut-off Date or as of the date that GSMC or the date that such other entity
    held the Mortgage note, each such holder of the Mortgage Note was not authorized to originate, acquire and/or hold (as applicable)
    the Mortgage Note in the jurisdiction in which each related Mortgaged Property is located. If such a notation or other indication
    is found, determine whether the failure to be so authorized could not materially and adversely affect the enforceability of
    such GSMC Mortgage Loan by the issuing entity. If so determined, it will be a Test pass.	 
	23.
    Trustee under Deed of Trust. With respect to each Mortgage which is a deed of trust, as of the date of origination
    and, to GSMC’s knowledge, as of the Closing Date, a trustee, duly qualified under applicable law to serve as such, currently
    so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable law or
    may be substituted in accordance with the Mortgage and applicable law by the related Mortgagee.	23a	Review
    the Mortgage Loan Documents to determine if a trustee is named in the deed of trust or has been substituted in accordance
    with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law or may be substituted
    in accordance with the Mortgage and applicable law by the related mortgagee.  If so determined, it will be a Test
    pass.	Mortgage
    Loan Documents
	23b	Review
    the MS Servicer Notices for any indication that GSMC as of the Closing Date had knowledge that the appointed Trustee was not
    qualified under applicable law to serve as such, 	 
	24.
    Local Law Compliance. To GSMC’s knowledge, based upon any of a letter from any governmental authorities, a legal
    opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, or other
    affirmative investigation of local law compliance consistent with the investigation conducted by GSMC for similar commercial
    and multifamily mortgage loans intended for securitization, there are no material violations of applicable zoning ordinances,
    building codes and land laws (collectively “Zoning Regulations”) with respect to the improvements located on or
    forming part of each Mortgaged Property securing a GSMC 	24a	Review
    the zoning report and title policy for an indication that there are no material violations of applicable zoning ordinances,
    building codes and land laws with respect to the improvements located on or forming part of each Mortgaged Property securing
    a GSMC Mortgage Loan as of the date of origination of such GSMC Mortgage Loan (or related Whole Loan, as applicable) and as
    of the Cut-off Date, other than those which (i) are insured by the Title Policy or a law and ordinance insurance policy or
    (ii) would not have a material adverse effect on the 	Zoning
    Report; Title Policy




     Exhibit PP-1-25


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	Mortgage
    Loan as of the date of origination of such GSMC Mortgage Loan (or related Whole Loan, as applicable) and as of the Cut-off
    Date, other than those which (i) are insured by the Title Policy or a law and ordinance insurance policy or (ii) would not
    have a material adverse effect on the value, operation or net operating income of the related Mortgaged Property.  The
    terms of the related Mortgage Loan documents require the mortgagor to comply in all material respects with all applicable
    governmental regulations, zoning and building laws.	 	value,
    operation or net operating income of the related Mortgaged Property. If such indication is found, it will be a Test pass.	 
	24b	Review
    the related Mortgage Loan Documents for provisions that require the mortgagor to comply in all material respects with all
    applicable governmental regulations, zoning and building laws. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	24c	Review
    the MS Servicer Notices to determine if GSMC had knowledge of a material violation of Zoning Regulations as outlined in test
    24a above. If no indication is found, it will be a Test pass. 	MS
    Servicer Notices
	25.
    Licenses and Permits. Each mortgagor covenants in the related Mortgage Loan documents that it will keep all material
    licenses, permits and applicable governmental authorizations necessary for its operation of the related Mortgaged Property
    in full force and effect, and to GSMC’s knowledge based upon any of a letter from any government authorities or other
    affirmative investigation of local law compliance consistent with the investigation conducted by GSMC for similar commercial
    and multifamily mortgage loans intended for securitization, all such material licenses, permits and applicable governmental
    authorizations are in effect.  Each GSMC Mortgage Loan requires the related mortgagor to be qualified to do business
    in the jurisdiction in which the related Mortgaged Property is located.	25a	Review
    the Mortgage Loan Documents to determine if the mortgagor has covenanted to keep all material licenses, permits and applicable
    governmental authorizations necessary for its operation of the related Mortgaged Property in full force and effect. If so
    determined, it will be a Test pass.	Mortgage
    Loan Documents
	25b	Review
    the Mortgage Loan Documents and the MS Servicer Notices for a notation or other indication that GSMC had knowledge that any
    licenses, permits, franchises, certificates of occupancy and applicable governmental authorizations necessary for the operation
    of the Mortgaged Property are not in effect. If such a notation or other indication is not found, it will be a Test pass.	Mortgage
    Loan Documents; MS Servicer Notices
	25c	Review
    the Mortgage Loan Documents for provisions requiring the related mortgagor to be qualified to do business in the jurisdiction
    in which the Mortgaged Property is located. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	26.
    Recourse Obligations. The Mortgage Loan documents for	26	Review
    the Mortgage Loan Documents for each	Mortgage
    Loan Documents




     Exhibit PP-1-26


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	each
    GSMC Mortgage Loan provide that such GSMC Mortgage Loan (a) becomes full recourse to the mortgagor and guarantor (which is
    a natural person or persons, or an entity distinct from the mortgagor (but may be affiliated with the mortgagor) that has
    assets other than equity in the related Mortgaged Property that are not de minimis) in any of the following events: (i) if
    any voluntary petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar
    federal or state law, will be filed by the related mortgagor; (ii) the related mortgagor or guarantor will have colluded with
    (or, alternatively, solicited or caused to be solicited) other creditors to cause an involuntary bankruptcy filing with respect
    to the such mortgagor or (iii) voluntary transfers of either the Mortgaged Property or equity interests in the mortgagor made
    in violation of the related Mortgage Loan documents; and (b) contains provisions providing for recourse against the mortgagor
    and guarantor (which is a natural person or persons, or an entity distinct from the mortgagor (but may be affiliated with
    the mortgagor) that has assets other than equity in the related Mortgaged Property that are not de minimis), for losses and
    damages sustained by reason of  such mortgagor’s (i) misappropriation of rents after the occurrence of an
    event of default under the related GSMC Mortgage Loan; (ii) misappropriation of (A) insurance proceeds or condemnation awards
    or (B) security deposits or, alternatively, the failure of any security deposits to be delivered to the Mortgagee upon foreclosure
    or action in lieu thereof (except to the extent applied in accordance with leases prior to a GSMC Mortgage Loan event of default);
    (iii) fraud or intentional material misrepresentation; (iv) breaches of the environmental covenants in the Mortgage Loan documents;
    or (v) commission of intentional material physical waste at the related Mortgaged Property (but, in some cases, only to the
    extent there is sufficient cash flow generated by the related Mortgaged Property to prevent such waste).	 	GSMC
    Mortgage Loan for provisions outlined in clauses (a) (i) through (iii) and (b)  (i) through (v) of representation
    and warranty 26. If such provisions are found, it will be a Test pass.	 
	27.
Mortgage Releases. The terms of the related Mortgage or related Mortgage Loan documents do not provide for release of 
	27a	Review
    the Mortgage Loan documents for provisions stating that, if the related Mortgage Loan Documents 	Mortgage
    Loan Documents




     Exhibit PP-1-27


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	any
                                         material portion of the related Mortgaged Property from the lien of the Mortgage except
                                         (a) a partial release, accompanied by principal repayment, or partial Defeasance (as
                                         defined in representation and warranty 32), in each case, of not less than a specified
                                         percentage at least equal to the lesser of (i) 110% of the related allocated loan amount
                                         of such portion of the Mortgaged Property and (ii) the outstanding principal balance
                                         of the related GSMC Mortgage Loan, (b) upon payment in full of such GSMC Mortgage Loan,
                                         (c) upon a Defeasance (as defined in (32) below), (d) releases of out-parcels that are
                                         unimproved or other portions of the related Mortgaged Property which will not have a
                                         material adverse effect on the underwritten value of such Mortgaged Property and which
                                         were not afforded any material value in the appraisal obtained at the origination of
                                         the GSMC Mortgage Loan and are not necessary for physical access to the Mortgaged Property
                                         or compliance with zoning requirements, or (e) as required pursuant to an order of condemnation
                                         or taking by a State or any political subdivision or authority thereof. With respect
                                         to any partial release (including in connection with any partial Defeasance) under the
                                         preceding clauses (a) or (d), either: (x) such release of collateral (i) would not constitute
                                         a “significant modification” of the subject GSMC Mortgage Loan within the
                                         meaning of Section 1.860G-2(b)(2) of the Treasury Regulations and (ii) would not cause
                                         the subject GSMC Mortgage Loan to fail to be a “qualified mortgage” within
                                         the meaning of Code Section 860G(a)(3)(A); or (y) the Mortgagee or servicer can, in accordance
                                         with the related Mortgage Loan documents, condition such release of collateral on the
                                         related mortgagor’s delivery of an opinion of tax counsel to the effect specified
                                         in the immediately preceding clause (x). For purposes of the preceding clause (x), for
                                         all GSMC Mortgage Loans originated after December 6, 2010, if the fair market value of
                                         the real property constituting such Mortgaged Property (reduced by (1) the amount of
                                         any lien on the real property that is senior to the GSMC Mortgage Loan and (2) a proportionate
                                         amount of any lien on the real property that is in parity with the lien of the GSMC Mortgage
                                         Loan) after the release is not equal to at least

         
	 	permit
    a property release, the only conditions under which a property may be released during the life of the GSMC Mortgage Loan are
    as set forth in clauses (a) through (e) of the first sentence of representation and warranty 27. If such provisions are found,
    it will be a Test pass.	 
	27b	Review
    the Mortgage Loan Documents for provisions stating that with respect to any partial release described in clauses (a) or (d)
    of the first sentence of representation and warranty 27 either: (x) such release of collateral (i) would not constitute a
    “significant modification” of the subject GSMC Mortgage Loan within the meaning of Section 1.860G-2(b)(2) of the
    Treasury Regulations and (ii) would not cause the subject GSMC Mortgage Loan to fail to be a “qualified mortgage”
    within the meaning of Code Section 860G(a)(3)(A); or (y) the Mortgagee or servicer can, in accordance with the related Loan
    Documents, condition such release of collateral on the related mortgagor’s delivery of an opinion of tax counsel to
    the effect specified in the immediately preceding clause (x). For purposes of the preceding clause (x), for all GSMC Mortgage
    Loans originated after December 6, 2010, if the fair market value of the real property constituting such Mortgaged Property
    (reduced by (1) the amount of any lien on the real property that is senior to the GSMC Mortgage Loan and (2) a proportionate
    amount of any lien on the real property that is in parity with the lien of the GSMC Mortgage Loan) after the release is not
    equal to at least 80% of the principal balance of the GSMC Mortgage Loan or Whole Loan, as applicable, outstanding after the
    release, the mortgagor is required to make a payment of principal in an amount not less than the amount required by the REMIC
    provisions of the Code. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents




     Exhibit PP-1-28


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	80%
                                         of the principal balance of the GSMC Mortgage Loan (or related Whole Loan)outstanding
                                         after the release, the related mortgagor is required to make a payment of principal in
                                         an amount not less than the amount required by the REMIC provisions of the Code.

         

        With
        respect to any partial release under the preceding clause (e), for all GSMC Mortgage Loans originated after December 6,
        2010, the mortgagor can be required to pay down the principal balance of the related GSMC Mortgage Loan in an amount not
        less than the amount required by the REMIC provisions of the Code and, to such extent, such amount may not be required
        to be applied to the restoration of the Mortgaged Property or released to the mortgagor, if, immediately after the release
        of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned restoration)
        the fair market value of the real property constituting the remaining Mortgaged Property is not equal to at least 80%
        of the remaining principal balance of the GSMC Mortgage Loan (or related Whole Loan).

         

        No
        GSMC Mortgage Loan that is secured by more than one Mortgaged Property or that is cross-collateralized with another GSMC
        Mortgage Loan permits the release of cross-collateralization of the related Mortgaged Properties or a portion thereof,
        including due to partial condemnation, other than in compliance with the REMIC provisions of the Code.

         
	27c	Review
    the Mortgage Loan Documents for provisions stating that in the case of any partial release under clause (e) of representation
    and warranty 27, the mortgagor can be required to pay down the principal balance of the related GSMC Mortgage Loan or Whole
    Loans, as applicable, in an amount not less than the amount required by the REMIC provisions of the Code and, to such extent,
    such amount may not be required to be applied to the restoration of the Mortgaged Property or released to the mortgagor, if,
    immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into account
    the planned restoration) the fair market value of the real property constituting the remaining Mortgaged Property is not equal
    to at least 80% of the remaining principal balance of the GSMC Mortgage Loan or related Whole Loan. If such provisions are
    found, it will be a Test pass.	Mortgage
    Loan Documents
	27d	Review
    the Mortgage Loan Documents for provisions stating that no GSMC Mortgage Loan that cross-collateralized with another GSMC
    Mortgage Loan permits the release of cross-collateralization of the related Mortgaged Properties or a portion thereof, including
    due to partial condemnation, other than in compliance with the REMIC Provisions of the Code. If such provisions are found,
    it will be a Test pass.	Mortgage
    Loan Documents
	28.
    Financial Reporting and Rent Rolls. The GSMC Mortgage Loan documents for each GSMC Mortgage Loan require the related
    mortgagor to provide the owner or holder of the Mortgage with quarterly (other than for single-tenant properties) and annual
    operating statements, and quarterly (other than for single-tenant properties) rent rolls for properties that have leases contributing
    more than 5% of the in-place base rent and annual financial statements, which annual financial statements with respect to
    each GSMC Mortgage Loan with 	28a	Review
    the Mortgage Loan Documents for provisions that require the related mortgagor to provide the owner or holder of the Mortgage
    with quarterly (other than for single-tenant properties) and annual operating statements. If such provisions are found, it
    will be a Test pass.	Mortgage
    Loan Documents
	28b	Review
    the Mortgage Loan Documents for provisions that require the mortgagor to provide the owner or 	Mortgage
    Loan Documents




     Exhibit PP-1-29


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	more
    than one mortgagor are in the form of an annual combined balance sheet of the mortgagor entities (and no other entities),
    together with the related combined statements of operations, members’ capital and cash flows, including a combining
    balance sheet and statement of income for the Mortgaged Properties on a combined basis.	 	holder
    of the GSMC Mortgage Loan with quarterly (other than for single-tenant properties) rent rolls for properties that have leases
    contributing more than 5% of the in-place base rent and annual financial statements, which annual financial statements with
    respect to each GSMC Mortgage Loan with more than one mortgagor are in the form of an annual combined balance sheet of the
    mortgagor entities (and no other entities), together with the related combined statements of operations, members’ capital
    and cash flows, including a combining balance sheet and statement of income for the Mortgaged Properties on a combined basis.
    If such provisions are found, it will be a Test pass.	 
	29.
    Acts of Terrorism Exclusion. With respect to each GSMC Mortgage Loan over $20 million, the related special-form all-risk
    insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not
    specifically exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism
    Risk Insurance Program Reauthorization Act of 2007, as amended by the Terrorism Risk Insurance Program Reauthorization Act
    of 2015 (collectively referred to as “TRIA”), from coverage, or if such coverage is excluded, it is covered
    by a separate terrorism insurance policy.  With respect to each other GSMC Mortgage Loan, the related special all-risk
    insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) did not,
    as of the date of origination of the GSMC Mortgage Loan, and, to GSMC’s knowledge, do not, as of the Cut-off Date, specifically
    exclude Acts of Terrorism, as defined in TRIA, from coverage, or if such coverage is excluded, it is covered by a separate
    terrorism insurance policy.  With respect to each GSMC Mortgage Loan, the related Loan Documents do not expressly
    waive or prohibit the Mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA, or damages related thereto;
    provided, however, that if TRIA or a similar or 	29a	Review
    the Mortgage Loan Documents to determine if the original principal balance was greater than $20 million. If so, review the
    insurance coverage review document for an indication that the special-form all-risk insurance policy and business interruption
    policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude acts of terrorism, from
    coverage, or if they do, there exists a separate terrorism insurance policy related to the Mortgaged Property.  If
    such an indication is found, it will be a Test pass.	Mortgage
    Loan Documents; Insurance coverage review document 
	29b	Review
    the insurance policy to determine if, as of the Cut-off Date, the related special all-risk insurance policy and business interruption
    policy specifically excluded acts of terrorism from coverage, and if such coverage is excluded, the related Mortgaged Property
    was not covered by a separate terrorism insurance policy.  If not so determined, it will be a Test pass.	Mortgage
    Loan Documents; Insurance Policy
	29c	Review
    the Mortgage Loan Documents for provisions that expressly waive or prohibit the Mortgagee from requiring coverage for Acts
    of Terrorism, as defined 	Mortgage
    Loan Documents




     Exhibit PP-1-30


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	subsequent
    statute is not in effect, then provided that terrorism insurance is commercially available, the mortgagor under each GSMC
    Mortgage Loan is required to carry terrorism insurance, but in such event the mortgagor will not be required to spend more
    than the Terrorism Cap Amount on terrorism insurance coverage, and if the cost of terrorism insurance exceeds the Terrorism
    Cap Amount, the mortgagor is required to purchase the maximum amount of terrorism insurance available with funds equal to
    the Terrorism Cap Amount.  The “Terrorism Cap Amount” is the specified percentage (which is at least
    equal to 200%) of the amount of the insurance premium that is payable at such time in respect of the property and business
    interruption/rental loss insurance required under the related Loan Documents (without giving effect to the cost of terrorism
    and earthquake components of such casualty and business interruption/rental loss insurance).	 	in
    TRIA (as defined in representation and warranty 29), or damages related thereto, provided, that if TRIA or a similar or subsequent
    statute is not in effect, then, provided that terrorism insurance is commercially available, the mortgagor under each GSMC
    Mortgage Loan is required to carry terrorism insurance, but in such event the mortgagor shall not be required to spend  more
    than the Terrorism Cap Amount on terrorism insurance coverage, and if the cost of terrorism insurance exceeds the Terrorism
    Cap Amount, the mortgagor is required to purchase the maximum amount of terrorism insurance available with funds equal to
    the Terrorism Cap Amount (without giving effect to the cost of terrorism and earthquake components of such casualty and business
    interruption/rental loss insurance). If such provisions are not found, it will be a Test pass.	 
	30.
    Due on Sale or Encumbrance. Subject to specific exceptions set forth below, each GSMC Mortgage Loan contains a “due
    on sale” or other such provision for the acceleration of the payment of the unpaid principal balance of such GSMC Mortgage
    Loan if, without the consent of the holder of the Mortgage (which consent, in some cases, may not be unreasonably withheld)
    and/or complying with the requirements of the related Mortgage Loan documents (which provide for transfers without the consent
    of the Mortgagee which are customarily acceptable to prudent commercial and multifamily mortgage lending institutions lending
    on the security of property comparable to the related Mortgaged Property, including, without limitation, transfers of worn-out
    or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality and
    transfers by leases entered into in accordance with the Mortgage Loan documents), (a) the related Mortgaged Property, or any
    equity interest of greater than 50% in the related mortgagor, is directly or indirectly pledged, transferred or sold, other
    than as related to (i) family and estate planning transfers or transfers upon death or legal incapacity, 	30a	Review
    the Mortgage Loan Documents for “due on sale” or other such provisions for the acceleration of the payment of
    the unpaid principal balance of such GSMC Mortgage Loan in the circumstances described in the first sentence of representation
    and warranty 30. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	30b	Review
    the Mortgage Loan Documents for provisions that require that if Rating Agency fees are incurred in connection with the review
    of and consent to any transfer or encumbrance, the related mortgagor is responsible for such payment along with all other
    reasonable out-of-pocket fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance. If such provisions
    are found, it will be a Test pass.	Mortgage
    Loan Documents




     Exhibit PP-1-31


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	(ii)
    transfers to certain affiliates as defined in the related Mortgage Loan documents, (iii) transfers of less than, or other
    than, a controlling interest in the related mortgagor, (iv) transfers to another holder of direct or indirect equity in the
    mortgagor, a specific Person designated in the related Loan Documents or a Person satisfying specific criteria identified
    in the related Mortgage Loan documents, such as a qualified equityholder, (v) transfers of stock or similar equity units in
    publicly traded companies or (vi) a substitution or release of collateral within the parameters of representation and warranty
    27 and 32 or the exceptions thereto set forth on an exhibit to the applicable GSMC Mortgage Loan Purchase Agreement, or (vii)
    as set forth on an exhibit to the applicable GSMC Mortgage Loan Purchase Agreement by reason of any mezzanine debt that existed
    at the origination of the related GSMC Mortgage Loan, or future permitted mezzanine debt as set forth on an exhibit to the
    applicable GSMC Mortgage Loan Purchase Agreement or (b) the related Mortgaged Property is encumbered with a subordinate lien
    or security interest against the related Mortgaged Property, other than (i) any Companion Loan of any GSMC Mortgage Loan or
    any subordinate debt that existed at origination and is permitted under the related Mortgage Loan documents, (ii) purchase
    money security interests (iii) any GSMC Mortgage Loan that is cross-collateralized and cross-defaulted with another GSMC Mortgage
    Loan, as set forth on an exhibit to the applicable GSMC Mortgage Loan Purchase Agreement or (iv) Permitted Encumbrances.  The
    Mortgage or other Mortgage Loan documents provide that, to the extent any Rating Agency fees are incurred in connection with
    the review of and consent to any transfer or encumbrance, the related mortgagor is responsible for such payment along with
    all other reasonable out-of-pocket fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance.	 	 	 
	31.
    Single-Purpose Entity. Each GSMC Mortgage Loan requires the related mortgagor to be a Single-Purpose Entity for at
    least as long as the related GSMC Mortgage Loan is outstanding.  Both the Mortgage Loan documents and the 	31a	Review
    the Mortgage Loan Documents for provisions that require the related mortgagor to be a Single-Purpose Entity (as defined in
    representation and warranty 31) for at least as long as the related GSMC 	Mortgage
    Loan Documents




     Exhibit PP-1-32


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	organizational
    documents of the mortgagor with respect to each GSMC Mortgage Loan with a Cut-off Date Balance in excess of $5 million provide
    that such mortgagor is a Single-Purpose Entity, and each GSMC Mortgage Loan with a Cut-off Date Balance of $20 million or
    more has a counsel’s opinion regarding non-consolidation of the related mortgagor.  For this purpose, a “Single-Purpose
    Entity” means an entity, other than an individual, whose organizational documents (or if the GSMC Mortgage Loan
    has a Cut-off Date Balance equal to $5 million or less, its organizational documents or the related Mortgage Loan documents)
    provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or
    more of the Mortgaged Properties securing the GSMC Mortgage Loans and prohibit it from engaging in any business unrelated
    to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented
    in the related Mortgage Loan documents, substantially to the effect that it does not have any assets other than those related
    to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by
    the related Mortgage(s) or the other related Mortgage Loan documents, that it has its own books and records and accounts separate
    and apart from those of any other person (other than a mortgagor for a GSMC Mortgage Loan that is cross-collateralized and
    cross-defaulted with the related GSMC Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from
    any other person or entity.	 	Mortgage
    Loan is outstanding. If such provisions are found, it will be a Test pass.	 
	31b	Review
    the Mortgage Loan Schedule for the Cut-off Date Balance of the GSMC Mortgage Loan. If the GSMC Mortgage Loan had a Cut-off
    Date Balance in excess of $5 million, review the related Mortgage Loan Documents and the mortgagor’s organizational
    documents for provisions that require the mortgagor to be a Single-Purpose Entity and that the mortgagor’s organizational
    documents are consistent with the requirement. If so determined, it will be a Test pass.	Mortgage
    Loan Schedule; Mortgage Loan Documents; Mortgagor’s organizational documents
	31c	Review
    the Mortgage Loan Schedule for the Cut-off Date Balance of the GSMC Mortgage Loan. If the GSMC Mortgage Loan had a Cut-off
    Date Balance in excess of $20 million, review the Mortgagor’s Counsel Opinion regarding non-consolidation of the related
    mortgagor. If such an opinion is found, it will be a Test pass.	Mortgage
    Loan Schedule; Mortgagor’s Counsel Opinion
	32.
    Defeasance. With respect to any GSMC Mortgage Loan that, pursuant to the Mortgage Loan documents, can be defeased (a
    “Defeasance”), (i) the related Mortgage Loan documents provide for defeasance as a unilateral right of
    the mortgagor, subject to satisfaction of conditions specified in the Mortgage Loan documents; (ii) such GSMC Mortgage Loan
    cannot be defeased within two years after the Closing Date; (iii) the mortgagor is permitted to pledge only United States
    “government securities” within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), the revenues from
    	32	Review
    the Mortgage Loan Documents for provisions allowing the GSMC Mortgage Loan to be defeased, and if so, whether such Mortgage
    Loan Documents contain the provisions described in clauses (i) through (vii) of representation and warranty 32. If such provisions
    are found, it will be a Test pass.	Mortgage
    Loan Documents




     Exhibit PP-1-33


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	which
    will, in the case of a full Defeasance, be sufficient to make all scheduled payments under the GSMC Mortgage Loan when due,
    including the entire remaining principal balance on the maturity date or, if the GSMC Mortgage Loan is an ARD Loan, the entire
    principal balance outstanding on the related Anticipated Repayment Date (or on or after the first date on which payment may
    be made without payment of a yield maintenance charge or prepayment penalty), and if the GSMC Mortgage Loan permits partial
    releases of real property in connection with partial defeasance, the revenues from the collateral will be sufficient to pay
    all such scheduled payments calculated on a principal amount equal to a specified percentage at least equal to the lesser
    of (A) 110% of the allocated loan amount for the real property to be released and (B) the outstanding principal balance of
    the related GSMC Mortgage Loan; (iv) the mortgagor is required to provide a certification from an independent certified public
    accountant that the collateral is sufficient to make all scheduled payments under the Mortgage Note as set forth in (iii)
    above, (v) if the mortgagor would continue to own assets in addition to the defeasance collateral, the portion of the GSMC
    Mortgage Loan secured by defeasance collateral is required to be assumed (or the Mortgagee may require such assumption) by
    a Single-Purpose Entity; (vi) the mortgagor is required to provide an opinion of counsel that the Mortgagee has a perfected
    security interest in such collateral prior to any other claim or interest; and (vii) the mortgagor is required to pay all
    rating agency fees associated with Defeasance (if rating confirmation is a specific condition precedent thereto) and all other
    reasonable out-of-pocket expenses associated with Defeasance, including, but not limited to, accountant’s fees and opinions
    of counsel.	 	 	 
	33.
    Fixed Interest Rates. Each GSMC Mortgage Loan bears interest at a rate that remains fixed throughout the remaining
    term of such GSMC Mortgage Loan, except in the case of any ARD Loan and situations where default interest is imposed.	33	Review
    the Mortgage Loan Documents for an indication that the loan has a fixed interest rate that remains fixed throughout the term
    of such GSMC Mortgage Loan, except in the case of any ARD Loan and situations where default interest is imposed. If such an
    indication is found, it will be a Test pass.	Mortgage
    Loan Documents




     Exhibit PP-1-34


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	34.
                                         Ground Leases. For purposes of the MLPA, a “Ground Lease” means a
                                         lease creating a leasehold estate in real property where the fee owner as the ground
                                         lessor conveys for a term or terms of years its entire interest in the land and buildings
                                         and other improvements, if any, comprising the premises demised under such lease to the
                                         ground lessee (who may, in certain circumstances, own the building and improvements on
                                         the land), subject to the reversionary interest of the ground lessor as fee owner and
                                         does not include industrial development agency (IDA) or similar leases for purposes of
                                         conferring a tax abatement or other benefit.

         

        With
        respect to any GSMC Mortgage Loan where the GSMC Mortgage Loan is secured by a leasehold estate under a Ground Lease in
        whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged
        Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor
        in favor of GSMC, its successors and assigns, GSMC represents and warrants that:

         

        (a)       The
        Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form
        that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received
        from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict
        the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially
        adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had
        occurred since the origination of the GSMC Mortgage Loan, except as reflected in any written instruments which are included
        in the related Mortgage File;

         

        (b)       The
        lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in

         
	34a	Review
    the appraisal to determine if the GSMC Mortgage Loan is secured by a Ground Lease (as defined in representation and warranty
    34), in whole or in part. If so, review the Title Policy and Mortgage Loan Documents for an indication that the related Mortgage
    does not also encumber the lessor’s fee interest in the Mortgaged Property. If such an indication exists, proceed to
    Tests 34b through 34r.	Appraisal;
    Title Policy; Mortgage Loan Documents
	34b	Review
    the Title Policy and Mortgage Loan Documents for an indication that the Ground Lease or memorandum has been recorded or submitted
    for recordation. If such indication is found, it will be a Test pass.	Title
    Policy; Mortgage Loan Documents
	34c	Review
    the Ground Lease and any estoppel or other agreement received from the ground lessor for an indication that the interest of
    the lessee is permitted to be encumbered by the Mortgage, does not restrict the use of the Mortgaged Property by such lessee,
    its successors or assigns in a manner that would adversely affect the security provided by the Mortgage and has not been materially
    modified since the origination of the GSMC Mortgage Loan, except as reflected in any written instruments which are included
    in the related Mortgage File. If such indication is found, it will be a Test pass.	Ground
    Lease; estoppel or other agreement received from ground lessor
	34d	Review
    the Ground Lease received from the ground lessor for a provision that the Ground Lease may not be amended or modified or canceled
    or terminated without the prior written consent of the Mortgagee, If such a provision is found, it will be a Test pass.	 
	34e	Review
    the Mortgage File for any indication that GSMC has granted consent to the amendment, modification, cancellation or termination
    of the 	Ground
    Lease; Mortgage File; MS Servicer Notices; estoppel or other agreement received from ground 




     Exhibit PP-1-35


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	such
                                         Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated
                                         by agreement of lessor and lessee, without the prior written consent of the Mortgagee;

         

        (c)       The
        Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances,
        may be exercised, and will be enforceable, by either mortgagor or the Mortgagee) that extends not less than 20 years beyond
        the stated maturity of the related GSMC Mortgage Loan, or 10 years past the stated maturity if such GSMC Mortgage Loan
        fully amortizes by the stated maturity (or with respect to a GSMC Mortgage Loan that accrues on an actual 360 basis, substantially
        amortizes);

         

        (d)       The
        Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage,
        except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination,
        non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property
        is subject;

         

        (e)       The
        Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease
        is assignable to the holder of the GSMC Mortgage Loan and its successors and assigns without the consent of the lessor
        thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and
        in the event it is so assigned, it is further assignable by the holder of the GSMC Mortgage Loan and its successors and
        assigns without the consent of (but with prior notice to) the lessor;

         

        (f)       GSMC
        has not received any written notice of material default under or notice of termination of such Ground Lease. To GSMC’s
        knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or
        giving of notice, would result in a material

         
	 	Ground
    Lease since the origination of the GSMC Mortgage Loan, except as reflected in any written instruments which are included in
    the related Mortgage File. If no such indication is found, it will be a Test pass.	lessor
	34f	Review
    the Ground Lease and any estoppel or other agreement received from the ground lessor for an indication that it has an original
    term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will
    be enforceable, by either mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the
    related GSMC Mortgage Loan, or ten years past the stated maturity if such GSMC Mortgage Loan fully amortizes by the stated
    maturity (or with respect to a GSMC Mortgage Loan that accrues on an actual 360 basis, substantially amortizes). If such an
    indication is found, it will be a Test pass.	Ground
    Lease; estoppel or other agreement received from ground lessor
	34g	Review
    the Title Policy for an indication that the Ground Lease is either (i) is not subject to any liens or encumbrances superior
    to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances,
    or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s
    fee interest in the Mortgaged Property is subject. If either indication is found, it will be a Test pass.	Title
    Policy; SNDA
	34h	Review
    the Ground Lease and any estoppel or other agreement received from the ground lessor for an indication that the Ground Lease
    does not place commercially unreasonable restrictions on the identity of the Mortgagee and the Ground Lease is assignable
    to the holder of the GSMC Mortgage Loan 	Ground
    Lease; estoppel




     Exhibit PP-1-36


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	default
                                         under the terms of such Ground Lease and to GSMC’s knowledge, such Ground Lease
                                         is in full force and effect as of the Closing Date;

         

        (g)       The
        Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written
        notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless
        such notice is given to the Mortgagee;

         

        (h)       The
        Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the
        interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which
        is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease;

         

        (i)       The
        Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent
        commercial mortgage lender;

         

        (j)       Under
        the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage
        (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s
        interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total
        loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part
        of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the
        related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such
        proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the GSMC Mortgage
        Loan, together with any accrued interest;

         
	 	and
    its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent
    required in accordance with the Ground Lease). If such indication is found, it will be a Test pass.	 
	34i	Review
    the Ground Lease for an indication that in the event it is so assigned, it is further assignable by the holder of the GSMC
    Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor. If such indication
    is found, it will be a Test pass.	Ground
    Lease 
	34j	Review
    the MS Servicer Notices for notation that GSMC has received any written notice of material default under or notice of termination
    of such Ground Lease. If no such notation is found, it will be a Test pass.	MS
    Servicer Notices
	34k	Review
    the MS Servicer Notices for notation that to GSMC’s knowledge, there is a material default under such Ground Lease or
    condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such
    Ground Lease. If no such notation is found, it will be a Test pass.	MS
    Servicer Notices
	34l	Review
    the MS Servicer Notices for a notation that to GSMC’s knowledge, such Ground Lease was not in full force and effect
    as of the Closing Date. If no such notation is found, it will be a Test pass.	MS
    Servicer Notices
	34m	Review
    the Ground Lease and any ancillary agreement between the lessor and lessee for provisions that the lessor is required to give
    to the Mortgagee written notice of any default, and provide that no notice of default or termination is effective against
    the Mortgagee unless such notice is given to 	Ground
    Lease; ancillary agreement




     Exhibit PP-1-37


     


    

	Representations and Warranties	 	Test	Review Materials
	 	 	the Mortgagee. If such provisions are found, it will be a Test pass.	 
	
        (k)       In
        the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement
        and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the
        ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to
        the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the GSMC Mortgage
        Loan, together with any accrued interest; and

         

        (l)       Provided
        that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease
        with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy
        proceeding.

         
	34n	Review the Ground Lease and Related Documents for provisions that the Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease. If such provisions are found, it will be a Test pass.	Ground Lease and Related Documents
	34o	Review the Ground Lease for provisions that impose any commercially unreasonable restrictions on subletting in connection with loans originated for securitization. If no such provisions are found, it will be a Test pass.	Ground Lease
	 	34p	Review the Ground Lease and any estoppel or other agreement received from the ground lessor and the related Mortgage and the Mortgage Loan Documents for an indication that any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (34(k)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan Documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the GSMC Mortgage Loan, together with any accrued interest. If such indications 	Ground Lease; estoppel or other agreement received from ground lessor; Mortgage Loan Documents






     Exhibit PP-1-38


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	are
    found, it will be a Test pass.	 
	34q	Review
    the Ground Lease and any estoppel or other agreement received from ground lessor and the Mortgage Loan Documents for an indication
    that, in the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other
    agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award
    allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related
    Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal
    balance of the GSMC Mortgage Loan, together with any accrued interest. If such an indication is found, it will be a Test pass.	Ground
    Lease; estoppel or other agreement received from ground lessor; Mortgage Loan Documents
	34r	Review
    the Ground Lease for provisions that, provided that the Mortgagee cures any defaults which are susceptible to being cured,
    the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason,
    including rejection of the Ground Lease in a bankruptcy proceeding. If such provisions are found, it will be a Test pass.	Ground
    Lease
	35.
    Servicing. The servicing and collection practices used by GSMC with respect to the GSMC Mortgage Loans have been, in
    all respects, legal and have met customary industry standards for servicing of commercial loans for conduit loan programs.	35	Review
    the MS Servicer Notices for a notation or other indication of any claims or assertions to the effect that the servicing and
    collection practices used by GSMC with respect to a GSMC Mortgage Loan was not in all material respects legal, or in accordance
    customary industry standards for servicing of commercial loans for conduit loan programs. If such a notation or other indication
    is not found, it will be a Test pass.	MS
    Servicer Notices
	36.
    Origination and Underwriting. The origination practices of	36	Review
    the MS Servicer Notices for notation to the	MS
    Servicer Notices; GSMC




     Exhibit PP-1-39


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	GSMC
    (or the related originator if GSMC was not the originator) with respect to each GSMC Mortgage Loan have been, in all material
    respects, legal and as of the date of its origination, such GSMC Mortgage Loan (or the related Whole Loan, as applicable)
    and the origination thereof complied in all material respects with, or was exempt from, all requirements of federal, state
    or local law relating to the origination of such GSMC Mortgage Loan; provided that such representation and warranty does not
    address or otherwise cover any matters with respect to federal, state or local law otherwise covered in Exhibit D of the GSMC
    Mortgage Loan Purchase Agreement.	 	effect
    that the origination practices of GSMC (or the related originator if GSMC was not the originator) with respect to each GSMC
    Mortgage Loan have not been, in all material respects, legal and as of the date of its origination, such GSMC Mortgage Loan
    (or the related Whole Loan, as applicable), or the origination thereof did not comply in all material respects with, or was
    exempt from, all requirements of federal, state or local law relating to the origination of such GSMC Mortgage Loan; provided
    that representation and warranty 36 does not address or otherwise cover any matters with respect to federal, state or local
    law otherwise covered in Exhibit D of the GSMC Mortgage Loan Purchase Agreement. If no such notation is found, it will be
    a Test pass.	Mortgage
    Loan Purchase Agreement
	37.
    No Material Default; Payment Record. No GSMC Mortgage Loan has been more than 30 days delinquent, without giving effect
    to any grace or cure period, in making required debt service payments since origination, and no GSMC Mortgage Loan is more
    than 30 days delinquent (beyond any applicable grace or cure period) in making required payments as of the Closing Date.  To
    GSMC’s knowledge, there is (a) no material default, breach, violation or event of acceleration existing under any GSMC
    Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which, with the passage of time or with notice
    and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration,
    which default, breach, violation or event of acceleration, in the case of either clause (a) or clause (b), materially and
    adversely affects the value of any GSMC Mortgage Loan or the value, use or operation of the related Mortgaged Property, provided,
    however, that this representation and warranty does not cover any default, breach, violation or event of acceleration that
    specifically pertains to or arises out of an exception scheduled to any other representation and warranty made by GSMC in
    Exhibit D to the GSMC Mortgage Loan Purchase Agreement (including, but not limited to, the prior 	37a	Review
    the MS Servicer Notices for notation that (i) the GSMC Mortgage Loan has been more than 30 days delinquent, giving effect
    to any grace or cure period, in making required debt service payments as of the Closing Date, or (ii) the GSMC Mortgage Loan
    was delinquent beyond any applicable grace or cure periods as of the Cut-off Date. If no such notation is found, it will be
    a Test pass.	MS
    Servicer Notices
	37b	Review
    the MS Servicer Notices for notation of GSMC’s knowledge of (a) a material default, breach, violation or event of acceleration
    existing under any GSMC Mortgage Loan, or (b) an event (other than payments due but not yet delinquent) which, with the passage
    of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation
    or event of acceleration, which default, breach, violation or event of acceleration in the case of either clause (a) or clause
    (b), materially and adversely affects the value of any GSMC Mortgage Loan or the value, use or operation of the related Mortgaged
    Property. If no such 	MS
    Servicer Notices




     Exhibit PP-1-40


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	sentence).  No
    person other than the holder of any GSMC Mortgage Loan may declare any event of default under the related GSMC Mortgage Loan
    or accelerate any indebtedness under such GSMC Mortgage Loan documents.	 	notation
    is found, it will be a Test pass.	 
	37c	Review
    the MS Servicer Notices for notation that any person other than the holder of any GSMC Mortgage Loan may declare any event
    of default under the related GSMC Mortgage Loan or accelerate any indebtedness under such GSMC Mortgage Loan documents. If
    no such notation is found, it will be a Test pass. 	MS
    Servicer Notices
	38.
    Bankruptcy. As of the date of origination of the related GSMC Mortgage Loan and to GSMC’s knowledge as of the
    Cut-off Date, neither the Mortgaged Property (other than any tenants of such Mortgaged Property), nor any portion thereof,
    is the subject of, and no mortgagor, guarantor or tenant occupying a single-tenant property is a debtor in state or federal
    bankruptcy, insolvency or similar proceeding.	38	Review
    the Lexis/Nexis (or comparable search) and the MS Servicer Notices for an indication that neither the Mortgaged Property (other
    than any tenants of such Mortgaged Property), nor any portion thereof, is the subject of, and no mortgagor, guarantor or tenant
    occupying a single-tenant property was a debtor in, a state or federal bankruptcy, insolvency or similar proceeding. If no
    such indication or notation is found, it will be a Test pass.	Lexis/Nexis
    (or comparable) search; MS Servicer Notices
	39.
    Organization of Mortgagor. With respect to each GSMC Mortgage Loan, in reliance on certified copies of the organizational
    documents of the related mortgagor delivered by such mortgagor in connection with the origination of such GSMC Mortgage Loan
    (or the related Whole Loan, as applicable), the mortgagor is an entity organized under the laws of a state of the United States
    of America, the District of Columbia or the Commonwealth of Puerto Rico.  Except with respect to any GSMC Mortgage
    Loan that is cross-collateralized and cross-defaulted with another GSMC Mortgage Loan, no GSMC Mortgage Loan has a mortgagor
    that is an affiliate of another mortgagor under another GSMC Mortgage Loan.	39a	Review
    the organizational documents of the mortgagor to determine if there are certified copies indicating that the mortgagor is
    an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth
    of Puerto Rico. If such indication is found, it will be a Test pass. 	Organizational
    Documents of the Mortgagor
	39b	Review
    the MS Servicer Notices to determine if there is any indication that, except with respect to any GSMC Mortgage Loan that is
    a cross-collateralized and cross-defaulted with another Mortgage Loan, no GSMC Mortgage Loan has a mortgagor that is an affiliate
    of another mortgagor under another GSMC Mortgage Loan. If such an indication is found, it will be a Test pass.	MS
    Servicer Notices; Prospectus
	40.
    Environmental Conditions. A Phase I environmental site	40a	Review
    any ESA (as defined in representation and	ESA




     Exhibit PP-1-41


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	assessment
    (or update of a previous Phase I and or Phase II site assessment) and, with respect to certain GSMC Mortgage Loans, a Phase
    II environmental site assessment (collectively, an “ESA”) meeting ASTM requirements were conducted by a reputable
    environmental consultant in connection with such GSMC Mortgage Loan within 12 months prior to its origination date (or an
    update of a previous ESA was prepared), and such ESA (i) did not identify the existence of recognized environmental conditions
    (as such term is defined in ASTM E1527-13 or its successor, an “Environmental Condition”) at the related Mortgaged
    Property or the need for further investigation, or (ii) if the existence of an Environmental Condition or need for further
    investigation was indicated in any such ESA, then at least one of the following statements is true:  (A) an amount
    reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material
    noncompliance with applicable Environmental Laws or the Environmental Condition has been escrowed by the related mortgagor
    and is held or controlled by the related Mortgagee; (B) if the only Environmental Condition relates to the presence of asbestos-containing
    materials, radon in indoor air, lead based paint or lead in drinking water, the only recommended action in the ESA is the
    institution of such a plan, an operations or maintenance plan has been required to be instituted by the related mortgagor
    that, based on the ESA, can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition identified
    in the related environmental report was remediated or abated in all material respects prior to the Cut-off Date, and, if and
    as appropriate, a no further action or closure letter was obtained from the applicable governmental regulatory authority (or
    the environmental issue affecting the related Mortgaged Property was otherwise listed by such governmental authority as “closed”
    or a reputable environmental consultant has concluded that no further action is required); (D) an environmental policy or
    a lender’s pollution legal liability insurance policy meeting the requirements set forth below that covers liability
    for the identified circumstance or condition was obtained from an insurer rated no less than “A-	 	warranty
    40) for indication that it met the ASTM requirements and was conducted by a reputable environmental consultant within 12 months
    prior to the origination date of the GSMC Mortgage Loan (or an update of a previous ESA prepared). If such an indication is
    found, it will be a Test pass.	 
	40b	Review
    the ESA for an indication that it identified (i) the existence of a Recognized Environmental Condition at the related Mortgaged
    Property or (ii) the need for further investigation. If no such indication is found, it will be a Test pass.	ESA
	40c	Review
    the ESA for an indication that it identified (i) the existence of a recognized environmental condition at the related Mortgaged
    Property or (ii) the need for further investigation with respect to any Environmental Condition that was identified. If such
    an indication is found, the following test procedures (subparts 40c-1 through 40c-6) will be performed. If any of the subparts
    indications are found, it will be a Test pass.	ESA;
    Escrow Statements; Mortgage Loan Documents 
	 	1.  Review
    escrow statements for an indication that an amount reasonably estimated by a reputable environmental consultant to be sufficient
    to cover the estimated cost to cure any material noncompliance with applicable environmental laws or the environmental condition
    has been escrowed by the mortgagor and is held by the related Mortgagee.	Escrow
    statements
	 	2.  Review
    the ESA for an indication that if the only Environmental Condition relates to the presence of asbestos-containing materials,
    radon in indoor air or lead based paint or lead in drinking water, the only recommended action in the ESA is the institution
    of such a plan, and if so, a review of the Mortgage Loan Documents indicates that an operations or 	ESA;
    Mortgage Loan Documents




     Exhibit PP-1-42


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	”
    (or the equivalent) by Moody’s Investors Service, Inc., S&P Global Ratings, acting through Standard & Poor’s
    Financial Services LLC and/or Fitch Ratings, Inc.; (E) a party not related to the mortgagor was identified as the responsible
    party for such condition or circumstance and such responsible party has financial resources reasonably estimated to be adequate
    to address the situation; or (F) a party related to the mortgagor having financial resources reasonably estimated to be adequate
    to address the situation is required to take action.  To GSMC’s knowledge, except as set forth in the ESA,
    there is no Environmental Condition (as such term is defined in ASTM E1527-13 or its successor) at the related Mortgaged Property.	 	maintenance
    plan has been required to be instituted by the related mortgagor that, based on the ESA, can reasonably be expected to mitigate
    the identified risk.	 
	 	3.  Review
    any no further action or closure letter from the applicable governmental regulatory authority or a reputable environmental
    consultant for an indication that any Environmental Condition identified in the ESA was remediated or abated in all material
    respects prior to the Cut-off Date.	No
    further action or closure letter regarding Environmental Condition
	 	4.  Review
    the insurance coverage review documents for an indication that an environmental policy or a lender’s pollution legal
    liability insurance policy (meeting the requirements set forth in representation and warranty 40) that covers liability for
    the identified circumstance or condition was obtained from an insurer rated no less than “A-” (or the equivalent)
    by Moody’s Investors Service, Inc., S&P Global Ratings, acting through Standard & Poor’s Financial Services
    LLC and/or Fitch Ratings, Inc.	Insurance
    coverage review documents
	 	5.  Review
    the Mortgage Loan Documents for an indication that a party not related to the mortgagor was identified as the responsible
    party for the Environmental Condition and such responsible party has financial resources considered by GSMC to be adequate
    to address the situation.	Mortgage
    Loan Documents
	 	6.  Review
    the Mortgage Loan Documents for an indication that a party related to the mortgagor having financial resources estimated by
    GSMC to be adequate to address the situation is required to take action.	Mortgage
    Loan Documents
	40d	Review
    the MS Servicer Notices for notation of GSMC’s knowledge of any environmental condition at the Mortgaged Property other
    than any set forth in 	MS
    Servicer Notices; ESA




     Exhibit PP-1-43


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	the
    ESA or in the Prospectus. If no such notation is found, it will be a Test pass.	 
	41.
    Appraisal. The Mortgage File contains an appraisal of the related Mortgaged Property with an appraisal date within
    6 months of the GSMC Mortgage Loan origination date, and within 12 months of the Closing Date.  The appraisal is
    signed by an appraiser who is a Member of the Appraisal Institute (“MAI”) and, to the GSMC’s knowledge,
    had no interest, direct or indirect, in the Mortgaged Property or the mortgagor or in any loan made on the security thereof,
    and whose compensation is not affected by the approval or disapproval of the GSMC Mortgage Loan. Each appraiser has represented
    in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards
    of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation.  Each
    appraisal contains a statement, or is accompanied by a letter from the appraiser, to the effect that the appraisal was performed
    in accordance with the requirements of the Financial Institutions Reform,	41a	Review
    the appraisal to determine if it was dated within 6 months of the GSMC Mortgage Loan origination date and within 12 months
    of the Closing Date. If so determined, it will be a Test pass.	Appraisal
	41b	Review
    the appraisal to determine if it includes an appraiser's certification or supplemental letter that indicates that the appraiser
    had no interest, direct or indirect, in the mortgagor, the Mortgaged Property or any loan made on the security of the Mortgaged
    Property. If so determined, it will be a Test pass.	Appraisal
	41c	Review
    the appraisal to determine if it signed by an appraiser who is an MAI and/or has been licensed and certified to prepare appraisals
    in the state where the Mortgaged property is located, and for notation of GSMC’s knowledge of the interest of the appraiser,
    direct or indirect, in the Mortgaged Property or the mortgagor or in any loan made on the security thereof, and whose compensation
    is not affected by the approval or disapproval of the GSMC Mortgage Loan. If so determined, it will be a Test pass.	Appraisal
	41d	Review
    the appraisal to determine if it includes documentation in the appraisal or a letter that the appraisal satisfies the requirements
    of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the
    Appraisal Foundation. If so determined, it will be a Test pass.	Appraisal
	41e	Review
    the appraisal to determine if it includes a statement or is accompanied by a letter from the appraiser, to the effect that
    the appraisal was performed in accordance with the requirements of the 	 




     Exhibit PP-1-44


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	Financial
    Institutions Reform. If so determined, it will be a Test pass.	 
	42.
    Mortgage Loan Schedule. The information pertaining to each GSMC Mortgage Loan which is set forth on the mortgage loan
    schedule attached to the related MLPA is true and correct in all material respects as of the Cut-off Date and contains all
    information required by the PSA to be contained on the mortgage loan schedule attached to the related MLPA.	42a	Review
    the Mortgage Loan Schedule attached as an exhibit to the related GSMC Mortgage Loan Purchase Agreement and compare it to the
    corresponding information in (i) Annex F to the Prospectus, (ii) Mortgage Loan Documents and (iii) the PSA to determine if
    there are discrepancies between the documents.  If there are no such discrepancies, it will be a Test pass.	Mortgage
    Loan Schedule; Annex A to Prospectus; Mortgage Loan Documents; Pooling and Servicing Agreement
	42b	Compare
    the information in the Mortgage Loan Schedule to the requirements of the PSA to determine if all information required in the
    PSA is contained therein. If so determined, it will be a Test pass.	Mortgage
    Loan Schedule; Pooling and Servicing Agreement
	43.
    Cross-Collateralization. Except with respect to a GSMC Mortgage Loan that is part of a Whole Loan no GSMC Mortgage
    Loan is cross-collateralized or cross-defaulted with any other mortgage loan that is outside the Mortgage Pool, except as
    set forth on an exhibit to the related GSMC Mortgage Loan Purchase Agreement.	43	Review
    the Mortgage Loan Documents to determine if the GSMC Mortgage Loan is cross-collateralized or cross-defaulted with any other
    GSMC Mortgage Loan that is outside the Trust, except with respect to any other mortgage loan that is outside of the Mortgage
    Pool, except of a Whole Loan as set forth on an exhibit to the related GSMC Mortgage Loan Purchase Agreement. If not so determined,
    it will be a Test pass.	Mortgage
    Loan Documents
	44.
    Advance of Funds by Mortgage Loan Seller. After origination, no advance of funds has been made by GSMC to the related
    mortgagor other than in accordance with the related Mortgage Loan documents, and, to GSMC’s knowledge, no funds have
    been received from any person other than the related mortgagor or an affiliate for, or on account of, payments due on the
    GSMC Mortgage Loan (other than as contemplated by the related Mortgage Loan documents, such as, by way of example and not
    in limitation of the foregoing, amounts paid by the tenant(s) into a Mortgagee-controlled lockbox if required or contemplated
    under the related lease or Loan Documents).  	44a	Review
    the MS Servicer Notices for a notation or other indication that an advancement of funds after origination had been made by
    GSMC to the related mortgagor other than in accordance with the Mortgage Loan Documents, or that funds have been received
    from any person other than the related mortgagor or an Affiliate for, or on account of, payments due on the GSMC Mortgage
    Loan (other than as contemplated by the Mortgage Loan Documents, such as, by way of example and not in limitation of the foregoing,
    amounts paid by the 	MS
    Servicer Notices




     Exhibit PP-1-45


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	Neither
    GSMC nor any affiliate thereof has any obligation to make any capital contribution to any mortgagor under a GSMC Mortgage
    Loan, other than contributions made on or prior to the Closing Date.	 	tenant(s)
    into a lender controlled lockbox if required or contemplated under the related lease or Loan Documents). If such a notation
    or other indication is not found, it will be a Test pass.	 
	44b	Review
    the Mortgage Loan Documents to determine if GSMC, or an Affiliate, has an obligation to make any capital contribution to any
    mortgagor under a GSMC Mortgage Loan, other than contributions made on or prior to the Closing Date. If not so determined,
    it will be a Test pass.	Mortgage
    Loan Documents
	45.
    Compliance with Anti-Money Laundering Laws. GSMC has complied in all material respects with all applicable anti-money
    laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination
    of the GSMC Mortgage Loans.	45	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that GSMC did not comply with its internal
    procedures with respect to all applicable anti-money laundering laws and regulations, including without limitation the USA
    Patriot Act of 2001 in connection with the origination of any GSMC Mortgage Loan. If such a notation or other indication is
    not found, it will be a Test pass.	MS
    Servicer Notices




     Exhibit PP-1-46


     


    



 


EXHIBIT
PP-2


 


CREFI
AND GACC ASSET REVIEW PROCEDURES


 


Pursuant
to the terms and subject to the conditions set forth in the Pooling and Servicing Agreement (“PSA”), the Asset
Representations Reviewer shall perform an Asset Review with respect to each representation and warranty made by the related Mortgage
Loan Seller only with respect to each Delinquent Loan in accordance with the procedures set forth below (each such procedure,
a “Test”); provided, however, the Asset Representations Reviewer may, but is under no obligation
to, modify any Test and/or associated Review Materials described in this Exhibit PP-2 if, and only to the extent, the Asset
Representations Reviewer determines pursuant to the Asset Review Standard that it is necessary to modify such Test and/or such
associated Review Materials in order to facilitate its Asset Review in accordance with the Asset Review Standard. Capitalized
terms used herein but not defined herein have the meaning set forth in the PSA or, solely with respect to a representation and
warranty, the meaning set forth in the related mortgage loan purchase agreement where Citi Real Estate Funding Inc. or German
American Capital Corporation is the Seller (the “Mortgage Loan Purchase Agreement”). For the avoidance of doubt,
in connection with the performance of the following Tests:


 


(A)
      With respect to any representation and warranty that includes a knowledge qualifier (e.g., to the Mortgage Loan Seller’s
knowledge, etc.), the Asset Representations Reviewer shall not be responsible for any investigation or review beyond that set
forth in the applicable Test related to such representation and warranty;


 


(B)
       With respect to any representation and warranty that includes the examination of an insurance policy or Title Policy, the Asset
Representations Reviewer will be permitted to engage a qualified consultant to perform a review of the applicable policy, and
will be allowed to rely upon the conclusions of the consultant when making a determination as to whether there is a Test pass.


 


(C)
      The Asset Representations Reviewer shall be under no duty to provide or obtain a legal opinion, legal review or legal conclusion;


 


(D)       Unless
otherwise provided in the Test, the “as of” date for the testing of a representation is as of the Closing
Date;


 


(E)
       Unless otherwise provided in the Test, if there is more than one version of the same document with respect to a particular Mortgage
Loan or Mortgaged Property, the document that will be used by the Asset Representations Reviewer in testing is the document that
is dated as of the Closing Date or, if none, the document closest prior to the Closing Date;


 


(F)
      With respect to each representation and warranty and its related Test(s), the Asset Representations Reviewer shall take into account
any exceptions to such representation and warranty described in the Mortgage Loan Purchase Agreement with respect to a Mortgage
Loan, and a Test pass shall be deemed to have occurred with respect to such Test if the sole reason for not satisfying the applicable
Test is caused by such exception(s);





 




     Exhibit PP-2-1


     


    

(G)
      Evidence of a failure of a Test could result from (i) an affirmative determination by the Asset Representations Reviewer that
the Test failed to achieve a Test pass, or (ii) a determination by the Asset Representations Reviewer that the documentation included
in the Review Materials (after making such request for any missing documents in the manner provided for in the PSA) is not sufficient
to perform the Test; and


 


(H)
      A determination by the Asset Representations Reviewer of a Test pass or a Test failure shall not constitute a determination by
the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should
enforce any rights it may have against the applicable Mortgage Loan Seller.


 


The
Asset Representations Reviewer will only be required to perform the Tests described in this Exhibit PP-2, and will not
be obligated to perform additional procedures on any Delinquent Loan, even if a different set of procedures or Review Materials
could produce a different outcome. Notwithstanding the required Tests, the Asset Representations Reviewer will not be required
to review any information other than (1) Review Materials specified in the related Test and (2) if applicable, Unsolicited Information.
The Asset Representations Reviewer may, but is under no obligation to, consider Unsolicited Information relevant to the Tests
subject to the terms of the PSA. If the Asset Representations Reviewer considers Unsolicited Information, the Asset Representations
Reviewer shall take into account such Unsolicited Information, in addition to the Review Materials referred to in the applicable
Test(s) procedure when making a determination as to whether there is a Test pass.


 




     Exhibit PP-2-2


     


    

	Representations
    and Warranties	 	Test	 Review
    Materials
	1.
                                         Whole Loan; Ownership of Mortgage Loans. Except with respect to a Mortgage Loan
                                         that is part of a Whole Loan, each Mortgage Loan is a whole loan and not a participation
                                         interest in a Mortgage Loan. Each Mortgage Loan that is part of a Whole Loan is a portion
                                         of a whole loan evidenced by a Mortgage Note. At the time of the sale, transfer and assignment
                                         to the Purchaser, no Mortgage Note or Mortgage was subject to any assignment (other than
                                         assignments to the Mortgage Loan Seller or, with respect to any Non-Serviced Mortgage
                                         Loan, to the trustee for the related Non-Serviced Securitization Trust), participation
                                         or pledge, and the Mortgage Loan Seller had good title to, and was the sole owner of,
                                         each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances,
                                         participations, any other ownership interests on, in or to such Mortgage Loan other than
                                         any servicing rights appointment or similar agreement. The Mortgage Loan Seller has full
                                         right and authority to sell, assign and transfer each Mortgage Loan, and the assignment
                                         to the Purchaser constitutes a legal, valid and binding assignment of such Mortgage Loan
                                         free and clear of any and all liens, pledges, charges or security interests of any nature
                                         encumbering such Mortgage Loan.

        	1a

         
	Review
                                         the amounts listed on the original Mortgage Note and Mortgage for an indication that
                                         they match the amounts listed on the Mortgage Loan Schedule. If the amounts are the same,
                                         then such Mortgage Loan would be considered a Whole Loan. If there is more than one property
                                         then the Mortgage for each Mortgaged Property would need to be aggregated. If identified
                                         as such, it will be a Test pass.

        	Mortgage;
                                         Mortgage Note; Loan agreement related to the Mortgage Loan (“Loan Agreement”);
                                         Mortgage Loan guaranty; Assignment of Leases; and Environmental Indemnity Agreement (collectively,
                                         the “Mortgage Loan Documents”); Mortgage Loan Schedule.

        
	1b

         
	Review
                                         any notice previously delivered by the master servicer or the special servicer, as applicable,
                                         of any alleged defect or breach with respect to any Delinquent Loan (collectively, the
                                         “MS Servicer Notices”) for notation of any Mortgage Note or Mortgage
                                         that was subject to any assignment (other than assignments to the Mortgage Loan Seller
                                         or, with respect to any Non-Serviced Mortgage Loan, to the trustee for the related Non-Serviced
                                         Securitization Trust for the Non-Serviced Securitization), participation or pledge, or
                                         that the Mortgage Loan Seller did not have good title to, and was the sole owner of,
                                         each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances,
                                         participations, any other ownership interests on, in or to such Mortgage Loan other than
                                         any servicing rights appointment or similar agreement. If no such notation is found,
                                         it will be a Test pass.

        	MS
                                         Servicer Notices

        
	1c

         
	Review
                                         the MS Servicer Notices for notation of any claim or assertion regarding the Mortgage
                                         Loan Seller not having the full right and authority to sell, assign and transfer the
                                         Mortgage Loan. If such notation is not found, it will be a Test pass.

        	MS
                                         Servicer Notices

        
	1d
	Review
                                         the MS Servicer Notices for notation of any

        	MS
                                         Servicer Notices

        




     Exhibit PP-2-3


     


    




 


	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	claim
                                                                                          or assertion regarding the assignment to the Purchaser not constituting a legal, valid and binding assignment of such
                                                                                          Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such
                                                                                          Mortgage Loan. If such notation is not found, it will be a Test pass.

        	 
	2.
                                         Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases,
                                         Rents and Profits (if a separate instrument), guaranty and other agreement executed by
                                         or on behalf of the related borrower, guarantor or other obligor in connection with such
                                         Mortgage Loan is the legal, valid and binding obligation of the related borrower, guarantor
                                         or other obligor (subject to any non-recourse provisions contained in any of the foregoing
                                         agreements and any applicable state anti- deficiency or market value limit deficiency
                                         legislation), as applicable, and is enforceable in accordance with its terms, except
                                         (i) as such enforcement may be limited by (a) bankruptcy, insolvency, fraudulent transfer,
                                         reorganization, moratorium or other similar laws affecting the enforcement of creditors’
                                         rights generally and (b) general principles of equity (regardless of whether such enforcement
                                         is considered in a proceeding in equity or at law) and (ii) that certain provisions in
                                         such Mortgage Loan documents (including, without limitation, provisions requiring the
                                         payment of default interest, late fees or prepayment/yield maintenance fees, charges
                                         and/or premiums) are, or may be, further limited or rendered unenforceable by or under
                                         applicable law, but (subject to the limitations set forth in clause (i) above) such limitations
                                         or unenforceability will not render such Mortgage Loan documents invalid as a whole or
                                         materially interfere with the mortgagee’s realization of the principal benefits
                                         and/or security provided thereby (clauses (i) and (ii) collectively, the “Standard
                                         Qualifications”).


         

        Except
        as set forth in the immediately preceding sentences, there is no valid offset, defense, counterclaim or right of rescission
        available to the related borrower with respect to any of the

        	2a

         
	Review
                                         the opinion of the applicable borrower’s counsel (“Borrower’s Counsel
                                         Opinion”) for an indication that it contains language that the related Mortgage
                                         Note, Mortgage, Assignment of Leases, Rents and Profits (if a separate instrument), guaranty
                                         and other agreement executed by or on behalf of the related borrower, guarantor or other
                                         obligor in connection with such Mortgage Loan is the legal, valid and binding obligation
                                         of the related borrower, guarantor or other obligor (subject to any non- recourse provisions
                                         contained in any of the foregoing agreements and any applicable state anti- deficiency
                                         or market value limit deficiency legislation), as applicable, and is enforceable in accordance
                                         with its terms, except as specified in representation and warranty 2. If such indication
                                         exists, it will be a Test pass.

        	Borrower’s
                                         Counsel Opinion

         

	2b

         
	Review
                                         the MS Servicer Notices for notation of any valid offset, defense, counterclaim or right
                                         of rescission available to the related borrower with respect to any of the related Mortgage
                                         Notes, Mortgages or other Mortgage Loan Documents, including, without limitation, any
                                         such valid offset, defense, counterclaim or right based on intentional fraud by the Mortgage
                                         Loan Seller in connection with the origination of the Mortgage Loan, that would deny
                                         the Mortgagee (as defined in the related Mortgage Loan Purchase Agreement) the principal
                                         benefits intended to be provided by the Mortgage

        	MS
                                         Servicer Notices

        




     Exhibit PP-2-4


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	related
    Mortgage Notes, Mortgages or other Mortgage Loan documents, including, without limitation, any such valid offset, defense,
    counterclaim or right based on intentional fraud by the Mortgage Loan Seller in connection with the origination of the Mortgage
    Loan, that would deny the mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other
    Mortgage Loan documents.	 	Note,
Mortgage or other Mortgage Loan Documents. If no such notation is found, it will be a Test pass.

        	 
	3.
                                         Mortgage Provisions. The Mortgage Loan documents for each Mortgage Loan contain
                                         provisions that render the rights and remedies of the holder thereof adequate for the
                                         practical realization against the Mortgaged Property of the principal benefits of the
                                         security intended to be provided thereby, including realization by judicial or, if applicable,
                                         non-judicial foreclosure subject to the limitations set forth in the Standard Qualifications.

        	3

         
	Review
                                         the Mortgage Loan Documents and Borrower’s Counsel Opinion for an indication that
                                         the Mortgage Loan Documents contain provisions that render the rights and remedies of
                                         the holder thereof adequate for the practical realization against the Mortgaged Property
                                         of the principal benefits of the security intended to be provided thereby, including
                                         realization by judicial or, if applicable, non-judicial foreclosure subject to the limitations
                                         set forth in the Standard Qualifications. If such indication exists, it will be a Test
                                         pass.

        	Mortgage
                                         Loan Documents; Borrower’s Counsel Opinion

        
	4.
                                         Mortgage Status; Waivers and Modifications. Since origination and except by written
                                         instruments set forth in the related Mortgage File or as otherwise provided in the related
                                         Mortgage Loan documents (a)(1) to the knowledge of the Mortgage Loan Seller, after due
                                         inquiry, there has been no forbearance, waiver or modification of the material terms
                                         of the Mortgage Loan which such forbearance, waiver or modification relates to the COVID-19
                                         Emergency and (2) other than as related to the COVID-19 Emergency, the material terms
                                         of such Mortgage, Mortgage Note, Mortgage Loan guaranty, and related Mortgage Loan documents
                                         have not been waived, impaired, modified, altered, satisfied, canceled, subordinated
                                         or rescinded in any respect; (b) no related Mortgaged Property or any portion thereof
                                         has been released from the lien of the related Mortgage in any manner which materially
                                         interferes with the security intended to be provided by such Mortgage or the use or operation
                                         of the remaining portion of such Mortgaged Property; and (c) neither the related borrower
                                         nor the related guarantor has

        	4a

         
	Review
                                         the Mortgage Loan Documents and MS Servicer Notices for a notation or other indication
                                         of any claim or assertion that, since origination through the Closing Date, there has
                                         been forbearance, waiver or modification of the material terms of the Mortgage Loan which
                                         such forbearance, waiver or modification relates to the COVID-19 Emergency, except by
                                         written instruments set forth in the related Mortgage File or as otherwise provided in
                                         the related Mortgage Loan Documents. If no such notation or other indication is found,
                                         it will be a Test pass.

        	Mortgage
                                         Loan Documents; MS Servicer Notices

        
	4b

         
	Review
                                         the MS Servicer Notices and Mortgage Loan Documents for an indication that, other than
                                         as related to the COVID-19 Emergency, the material terms of such documents have been
                                         waived, impaired, modified, altered, satisfied, cancelled, subordinated or rescinded
                                         in any respect, except by

        	 




     Exhibit PP-2-5


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	been
    released from its material obligations under the Mortgage Loan.	 	written
                                                                                          instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan Documents. If no
                                                                                          such indication is found, it will be a Test pass.

        	 
	4c

         
	Review
                                         the MS Servicer Notices and Mortgage Loan Documents for an indication that a related
                                         Mortgaged Property or any portion thereof has been released from the lien of the related
                                         Mortgage in any manner which materially interferes with the security intended to be provided
                                         by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property
                                         except by written instruments set forth in the related Mortgage File or as otherwise
                                         provided in the related Mortgage Loan Documents. If no such indication is found, it will
                                         be a Test pass.

        	MS
                                         Servicer Notices; Mortgage Loan Documents

        
	4d

         
	Review
                                         the MS Servicer Notices and Mortgage Loan Documents for notation that neither the related
                                         borrow nor the related guarantor has been released from its material obligations under
                                         the Mortgage Loan except by written instruments set forth in the related Mortgage File
                                         or as otherwise provided in the related Mortgage Loan Documents. If no such notation
                                         is found, it will be a Test pass.

        	MS
                                         Servicer Notices; Mortgage Loan Documents

        
	5.
                                         Lien; Valid Assignment. Subject to the Standard Qualifications, each assignment
                                         of Mortgage and assignment of Assignment of Leases, Rents and Profits to the issuing
                                         entity (or, with respect to a Non-Serviced Mortgage Loan, to the related Non-Serviced
                                         Trustee) constitutes a legal, valid and binding assignment to the issuing entity (or,
                                         with respect to an Non- Serviced Mortgage Loan, to the related Non-Serviced Trustee).
                                         Each related Mortgage and Assignment of Leases, Rents and Profits is freely assignable
                                         without the consent of the related borrower. Each related Mortgage is a legal, valid
                                         and enforceable first lien on the related borrower’s fee or leasehold

        	5a

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         regarding any assignment of Mortgage or Assignment of Leases, Rents and Profits to the
                                         issuing entity (or, with respect to a Non-Serviced Mortgage Loan, to the related Non-Serviced
                                         Trustee) not constituting a legal, valid and binding assignment to the issuing entity
                                         (or, with respect to a Non-Serviced Mortgage Loan, to the related Non-Serviced Trustee),
                                         subject to the Standard Qualifications. If such a notation or other indication is not
                                         found, it will be a Test pass.

        	MS
                                         Servicer Notices

        




     Exhibit PP-2-6


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	interest
    in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted
    Encumbrances (as defined below) and the exceptions to representation and warranty 6 set forth on the applicable exhibit of
    the Mortgage Loan Purchase Agreement (each such exception, a “Title Exception”)), except as the enforcement
    thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances
    and the Title Exceptions) as of origination was, and as of the Cut-off Date, to the Mortgage Loan Seller’s knowledge,
    is free and clear of any recorded mechanics’ liens, recorded materialmen’s liens and other recorded encumbrances
    which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case
    of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by a
    lender’s title insurance policy (as described below), and, to the Mortgage Loan Seller’s knowledge and subject
    to the rights of tenants (as tenants only) (subject to and excepting Permitted Encumbrances and the Title Exceptions), no
    rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien
    of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance
    policy (as described below). Notwithstanding anything in the related Mortgage Loan Purchase Agreement to the contrary, no
    representation is made as to the perfection of any security interest in rents or other personal property to the extent that
    possession or control of such items or actions other than the filing of Uniform Commercial Code (“UCC”)
    financing statements is required in order to effect such perfection.	5b

         
	Review
                                         the related Mortgage and the Assignment of Leases, Rents and Profits for each property
                                         for provisions to the effect that the related Mortgage and Assignment of Leases, Rents
                                         and Profits is not freely assignable without the consent of the related borrower. If
                                         no such provision is found, it will be a Test pass.

        	Mortgage;
                                         Assignment of Leases

        
	5c

         
	Review
                                         the Title Policy (as defined in representation and warranty 6) to determine if the related
                                         Mortgage is a first lien on the related borrower’s fee (or with respect to those
                                         Mortgage Loans described in representation and warranty 34 hereof, leasehold) interest
                                         in the Mortgaged Property. Compare the amount of the Title Policy to the principal amount
                                         of the Mortgage Loan or allocated loan amount to determine whether they are equivalent.
                                         If each such determination is made, it will be a Test pass.

        	Title
Policy; Mortgage; Mortgage Loan Schedule

        
	5d

         
	Review
                                         the Title Policy to determine if the Mortgaged Property was free and clear of any recorded
                                         mechanics liens, recorded materialmen’s liens and other recorded encumbrances which
                                         are prior to or equal with the lien of the related Mortgage (which lien secures the related
                                         Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan) (other than
                                         Permitted Encumbrances, Title Exceptions and those which are bonded over, escrowed for
                                         or insured against by the applicable Title Policy). If so determined, it will be a Test
                                         pass.

        	Title
                                         Policy

        
	5e

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         that, as of the Cut-off Date, the Mortgage Loan Seller had knowledge that the Mortgaged
                                         Property was not free and clear of any recorded mechanics’ liens, recorded materialmen’s
                                         liens and other recorded encumbrances

        	MS
                                         Servicer Notices

        




     Exhibit PP-2-7


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	that
    would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of
    a Mortgage Loan that is part of a Whole Loan) (other than Permitted Encumbrances, Title Exceptions and those which are bonded
    over, escrowed for or insured against by the applicable Title Policy). If such a notation or other indication is not found,
    it will be a Test pass.	 
	5f

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         that, subject to the rights of tenants, there are rights existing which under law could
                                         give rise to any such lien or encumbrance that would be prior to or equal with the lien
                                         of the related Mortgage (which lien secures the related Loan Combination, in the case
                                         of a Mortgage Loan that is part of a Loan Combination), except for Permitted Encumbrances
                                         and those which are bonded over, escrowed for or insured against by the a lender’s
                                         title insurance policy. If such a notation or other indication is not found, it will
                                         be a Test pass.

        	MS
                                         Servicer Notices

        
	5g

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         that the Mortgage Loan Seller did not have legal, valid and enforceable first lien on
                                         the related borrower's fee (or if identified on the Mortgage Loan Schedule, leasehold),
                                         interest in the Mortgaged Property or good and marketable title free and clear of any
                                         pledge, lien, encumbrance or security interest. If such a notation or other indication
                                         is not found, it will be a Test pass.

         
	MS
                                         Servicer Notices

        
	6.
                                         Permitted Liens; Title Insurance. Each Mortgaged Property securing a Mortgage
                                         Loan is covered by an American Land Title Association loan title insurance policy or
                                         a comparable form of loan title insurance policy approved for use in the applicable jurisdiction
                                         (or, if such policy is yet to be issued, by a pro forma

        	6a

         
	Review
                                         the Title Policy to determine if it is an American Land Title Association loan title
                                         insurance policy or another comparable form of loan title insurance policy approved for
                                         use in the applicable jurisdiction. Review the Mortgage Loan Documents

        	Title
                                         Policy; Mortgage Loan Documents

        




     Exhibit PP-2-8


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	policy,
                                                                                                                                    a preliminary title policy with escrow instructions or a “marked up” commitment, in each case binding on the
                                                                                                                                    title insurer) (the “Title Policy”) in the original principal amount of such Mortgage Loan (or with
                                                                                                                                    respect to a Mortgage Loan secured by multiple properties, an amount equal to at least the allocated loan amount with respect
                                                                                                                                    to the Title Policy for each such property) after all advances of principal (including any advances held in escrow or
                                                                                                                                    reserves), that insures for the benefit of the owner of the indebtedness secured by the Mortgage, the first priority lien of
                                                                                                                                    the Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), which
                                                                                                                                    lien is subject only to (a) the lien of current real property taxes, water charges, sewer rents and assessments not yet due
                                                                                                                                    and payable; (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record; (c) the
                                                                                                                                    exceptions (general and specific) and exclusions set forth in such Title Policy; (d) other matters to which like properties
                                                                                                                                    are commonly subject; (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining to the
                                                                                                                                    related Mortgaged Property and condominium declarations; and (f) if the related Mortgage Loan is cross-collateralized and
                                                                                                                                    cross- defaulted with another Mortgage Loan (each, a “Crossed Mortgage Loan”), the lien of the Mortgage
                                                                                                                                    for such other Mortgage Loan that is cross-collateralized and cross-defaulted with such Crossed Mortgage Loan, provided that
                                                                                                                                    none of which items (a) through (f), individually or in the aggregate, materially and adversely interferes with the value or
                                                                                                                                    current use of the Mortgaged Property or the security intended to be provided by such Mortgage or the borrower's ability to
                                                                                                                                    pay its obligations when they become due (collectively, the “Permitted Encumbrances”). Except as
                                                                                                                                    contemplated by clause (f) of the preceding sentence, none of the Permitted Encumbrances are mortgage liens that are senior
                                                                                                                                    to or coordinate and co-equal with the lien of the related Mortgage. Such Title Policy (or, if it has yet to be issued, the
                                                                                                                                    coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no claims have
                                                                                                                                    been made by the Mortgage Loan Seller thereunder and no claims have been paid thereunder. Neither the Mortgage

        	 	to
    determine if the amount of the policy covers the amount of the Mortgage Loan, or for multiple properties, an amount equal
    to the allocated loan amount after all advances of principal. If so determined with respect to each part of this Test, it
    will be a Test pass.	 
	6b

         
	Review
                                         the Title Policy to determine if the first- priority lien of the Mortgage (which lien
                                         secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole
                                         Loan) is subject only to Permitted Encumbrances, as defined in representation and warranty
                                         6. If so determined, it will be a Test pass.

        	Title
                                         Policy

        
	6c

         
	Review
                                         the Title Policy to determine if any Permitted Encumbrance is a mortgage lien that is
                                         senior to or coordinate and co-equal to the lien of the related Mortgage, other than
                                         as contemplated by item (f) in the definition of Permitted Encumbrances. If not so determined,
                                         it will be a Test pass.

        	Title
                                         Policy

        
	6d

         
	Review
                                         the Title Policy and MS Servicer Notices for a notation or other indication that the
                                         coverage is not in full force and effect as of the Closing Date, that all premiums thereon
                                         have not been paid or that claims have been made by the Mortgage Loan Seller. If no such
                                         notation or other indication is found, it will be a Test pass.

        	Title
                                         Policy; MS Servicer Notices

        
	6e

         
	Review
                                         the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller,
                                         or any other holder of the Mortgage Loan, has done, by act or omission, anything that
                                         would materially impair the coverage under such policy. If such a notation or other indication
                                         is not found, it will be a Test pass.

        	MS
                                         Servicer Notices

        




     Exhibit PP-2-9


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	Loan
    Seller, nor to the Mortgage Loan Seller’s knowledge, any other holder of the Mortgage Loan, has done, by act or omission,
    anything that would materially impair the coverage under such Title Policy.	 	 	 
	7.
                                         Junior Liens. It being understood that B notes secured by the same Mortgage as
                                         a Mortgage Loan are not subordinate mortgages or junior liens, except for any Crossed
                                         Mortgage Loan, there are, as of origination, and to the Mortgage Loan Seller’s
                                         knowledge, as of the Cut-off Date, no subordinate mortgages or junior liens securing
                                         the payment of money encumbering the related Mortgaged Property (other than Permitted
                                         Encumbrances and the Title Exceptions, taxes and assessments, mechanics and materialmen’s
                                         liens (which are the subject of the representation in representation and warranty 5 above),
                                         and equipment and other personal property financing). Except as set forth in the applicable
                                         exhibit to the Mortgage Loan Purchase Agreement, the Mortgage Loan Seller has no knowledge
                                         of any mezzanine debt secured directly by interests in the related borrower.

        	7a

         
	Review
                                         the Title Policy to determine if there is any subordinate mortgage or junior lien encumbering
                                         the related Mortgaged Property, except for any Crossed Mortgage Loans. If not so determined,
                                         it will be a Test pass.

        	Title
                                         Policy

        
	7b

         
	Review
                                         the Title Policy to determine if, as of origination and the Cut-off Date, there are no
                                         subordinate mortgages or junior mortgage liens securing the payment of money encumbering
                                         the related Mortgaged Property other than Permitted Encumbrances and the Title Exceptions,
                                         taxes and assessments, mechanics’ and materialmen’s liens and equipment and
                                         other personal property financing. If so determined, it will be a Test pass.

        	Title
                                         Policy

        
	7c

         
	Review
                                         the MS Servicer Notices for a notation or other indication that, except as set forth
                                         in the applicable exhibit to the Mortgage Loan Purchase Agreement, the Mortgage Loan
                                         Seller had knowledge of: (1) any mezzanine debt secured directly by interests in the
                                         related borrower or (2) any subordinate mortgages or junior liens securing the payment
                                         of money encumbering the related Mortgaged Property (other than Permitted Encumbrances
                                         and the Title Exceptions, taxes and assessments, mechanics’ and materialmen’s
                                         liens If such a notation or other indication is not found, it will be a Test pass.

        	MS
                                         Servicer Notices; Mortgage Loan Purchase Agreement

        
	8.
                                         Assignment of Leases, Rents and Profits. There exists as part of the related Mortgage
                                         File an Assignment of Leases, Rents and Profits (either as a separate instrument or incorporated
                                         into the

        	8a

         
	Review
                                         the Mortgage File to determine if an Assignment of Leases, Rents and Profits (either
                                         as a separate instrument or incorporated into the related

        	Mortgage
                                         File; Assignment of Leases, Rents and Profits

        




     Exhibit PP-2-10


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	related
    Mortgage). Subject to the Permitted Encumbrances and the Title Exceptions (and, in the case of a Mortgage Loan that is part
    of a Whole Loan, subject to the related Assignment of Leases, Rents and Profits constituting security for the entire Whole
    Loan), each related Assignment of Leases, Rents and Profits creates a valid first-priority collateral assignment of, or a
    valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only
    to a license granted to the related borrower to exercise certain rights and to perform certain obligations of the lessor under
    such lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be
    limited by the Standard Qualifications. The related Mortgage or related Assignment of Leases, Rents and Profits subject to
    applicable law, provides that, upon an event of default under the Mortgage Loan, a receiver is permitted to be appointed for
    the collection of rents or for the related mortgagee to enter into possession to collect the rents or for rents to be paid
    directly to the mortgagee.	 	Mortgage)
is in the Mortgage File. If so determined, it will be a Test pass.

        	 
	8b

         
	Review
                                         the Title Policy to determine if, subject to the Permitted Encumbrances and the Title
                                         Exceptions (and, in the case of a Mortgage Loan that is part of a Whole Loan, subject
                                         to the related Assignment of Leases, Rents and Profits constituting security for the
                                         entire Whole Loan) the Mortgage, or any related Assignment of Leases, Rents and Profits
                                         has been recorded, and creates a valid first-priority collateral assignment of, or a
                                         valid first-priority lien or security interest in, rents and certain rights under the
                                         related lease or leases, subject only to a license granted to the related Borrower to
                                         exercise certain rights and to perform certain obligations of the lessor under such lease
                                         or leases, including the right to operate the related leased property, except as the
                                         enforcement thereof may be limited by the Standard Qualifications. If so determined with
                                         respect to each part of this Test, it will be a Test pass.

        	Title
                                         Policy; Mortgage; Assignment of Leases, Rents and Profits

        
	8c

         
	Review
                                         the Assignment of Leases, Rents and Profits (either as a separate instrument or incorporated
                                         into the related Mortgage) to determine if the related Mortgage, or related Assignment
                                         of Leases, Rents and Profits, subject to applicable law, provides that upon an event
                                         of default under the Mortgage Loan, a receiver is permitted to be appointed for the collection
                                         of rents or for the related Mortgagee to enter into possession to collect the rents or
                                         for rents or for the related Mortgagee to enter into possession to collect the rents
                                         or for rents to be paid directly to the Mortgagee. If so determined, it will be a Test
                                         pass.

        	Assignment
                                         of Leases, Rents and Profits; Mortgage

        
	9.
                                         UCC Filings. If the related Mortgaged Property is operated as a hospitality property,
                                         the Mortgage Loan Seller has filed and/or

        	9

         
	If
                                         the related Mortgaged Property is operated as a hospitality property, review the MS Servicer
                                         Notices

        	MS
                                         Servicer Notices

        




     Exhibit PP-2-11


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	recorded
    or caused to be filed and/or recorded (or, if not filed and/or recorded, have been submitted in proper form for filing and/or
    recording), UCC financing statements in the appropriate public filing and/or recording offices necessary at the time of the
    origination of the Mortgage Loan to perfect a valid security interest in all items of physical personal property reasonably
    necessary to operate such Mortgaged Property owned by such borrower and located on the related Mortgaged Property (other than
    any non-material personal property, any personal property subject to a purchase money security interest, a sale and leaseback
    financing arrangement as permitted under the terms of the related Mortgage Loan documents or any other personal property leases
    applicable to such personal property), to the extent perfection may be effected pursuant to applicable law by recording or
    filing, as the case may be. Subject to the Standard Qualifications, each related Mortgage (or equivalent document) creates
    a valid and enforceable lien and security interest on the items of personalty described above. No representation is made as
    to the perfection of any security interest in rents or other personal property to the extent that possession or control of
    such items or actions other than the filing of UCC financing statements are required in order to effect such perfection.	 	for
    a notation or other indication of inappropriately filed or nonexistent UCC-1 financing statements. If such a notation or other
    indication is not found, it will be a Test pass.	 
	10.
                                         Condition of Property. The Mortgage Loan Seller or the originator of the Mortgage
                                         Loan inspected or caused to be inspected each related Mortgaged Property within six months
                                         of origination of the Mortgage Loan and within twelve months of the Cut-off Date.

        	 	 	 
	An
                                         engineering report or property condition assessment was prepared in connection with the
                                         origination of each Mortgage Loan no more than twelve months prior to the Cut-off Date.
                                         To the Mortgage Loan Seller’s knowledge, based solely upon due diligence customarily
                                         performed in connection with the origination of comparable mortgage loans, as of the
                                         Closing Date, each related Mortgaged Property was free and clear of any material damage
                                         (other than (i) any damage or deficiency that is estimated to cost less than $50,000
                                         to repair, (ii) any deferred

        	10a

         
	Review
                                         the engineering report or property condition assessment in the Mortgage File to determine
                                         if it is dated within six months of the origination date. If so determined, it will be
                                         a Test pass.

         
	Engineering
                                         report; Property condition assessment

        
	10b

         
	Review
                                         the engineering report or property condition assessment in the Mortgage File to determine
                                         if it was dated no more than twelve months prior to the Cut-off Date. Review the engineering
                                         report or

        	Engineering
                                         report; Property condition assessment

        




     Exhibit PP-2-12


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	maintenance
                                                                                                                                    for which escrows were established at origination and (iii) any damage fully covered by insurance) that would affect
                                                                                                                                    materially and adversely the use or value of such Mortgaged Property as security for the Mortgage Loan.

        	 	property
    condition assessment to confirm that each related Mortgaged Property is free of material damage. If so determined with respect
    to each part of the Test, it will be a Test pass.	 
	10c

         
	Review
                                         the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller
                                         had knowledge of issues with the physical condition of the Mortgaged Property that the
                                         Mortgage Loan Seller believed would have a material adverse effect on the value or use
                                         of the Mortgaged Property other than those disclosed in the most recently dated engineering
                                         report or Servicing File and those addressed in sub-clauses (i), (ii) and (iii) of this
                                         representation and warranty 10. If such a notation or other indication is not found,
                                         it will be a Test pass.

        	MS
                                         Servicer Notices

        
	11.
                                         Taxes and Assessments. All taxes, governmental assessments and other outstanding
                                         governmental charges (including, without limitation, water and sewage charges), or installments
                                         thereof, that could be a lien on the related Mortgaged Property that would be of equal
                                         or superior priority to the lien of the Mortgage and that prior to the Cut-off Date have
                                         become delinquent in respect of each related Mortgaged Property have been paid, or an
                                         escrow of funds has been established in an amount sufficient to cover such payments and
                                         reasonably estimated interest and penalties, if any, thereon. For purposes of this representation
                                         and warranty, real estate taxes and governmental assessments and other outstanding governmental
                                         charges and installments thereof will not be considered delinquent until the earlier
                                         of (a) the date on which interest and/or penalties would first be payable thereon and
                                         (b) the date on which enforcement action is entitled to be taken by the related taxing
                                         authority.

        	11

         
	Review
                                         the MS Servicer Notices for a notation or other indication that all taxes, governmental
                                         assessments and other outstanding governmental charges (including, without limitation,
                                         water and sewage charges), or installments thereof, which could be a lien on the related
                                         Mortgage Property that would be of equal or superior priority to the lien of the Mortgage
                                         and that prior to the Cut-off Date have come delinquent in respect of the Mortgaged Property
                                         have not been paid, or an escrow of funds has been established in an amount sufficient
                                         to cover such payments and reasonably estimated interest and penalties, if any, thereon.
                                         If such a notation or other indication is not found, it will be a Test pass.

        	MS
                                         Servicer Notices

        
	12.
                                         Condemnation. As of the date of origination and to the Mortgage Loan Seller’s
                                         knowledge as of the Cut-off Date, there is no proceeding pending, and, to the Mortgage
                                         Loan Seller’s knowledge as of the date of origination and as of the Cut-off

        	12

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any proceeding pending
                                         or threatened for the total or partial condemnation of such Mortgaged Property as of
                                         the Cut-off Date and

        	MS
                                         Servicer Notices

        




     Exhibit PP-2-13


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	Date,
    there is no proceeding threatened, for the total or partial condemnation of such Mortgaged Property that would have a material
    adverse effect on the value, use or operation of the Mortgaged Property.	 	as
    of the origination date, or for a notation or other indication that the Mortgage Loan Seller had knowledge as of the Cut-off
    Date and as of the origination date of any such proceeding that would have a material adverse effect on the value, use or
    operation of the Mortgaged Property. If such a notation or other indication is not found, it will be a Test pass.	 
	13.
                                         Actions Concerning Mortgage Loan. As of the date of origination and to the Mortgage
                                         Loan Seller’s knowledge as of the Cut-off, there was no pending or filed action,
                                         suit or proceeding, arbitration or governmental investigation involving any borrower,
                                         guarantor, or borrower’s interest in the Mortgaged Property, an adverse outcome
                                         of which would reasonably be expected to materially and adversely affect (a) such borrower’s
                                         title to the Mortgaged Property, (b) the validity or enforceability of the Mortgage,
                                         (c) such borrower’s ability to perform under the related Mortgage Loan, (d) such
                                         guarantor’s ability to perform under the related guaranty, (e) the principal benefit
                                         of the security intended to be provided by the Mortgage Loan documents or (f) the current
                                         principal use of the Mortgaged Property.

        	13a

         
	Review
                                         the Mortgage Loan Documents, the Borrower’s Counsel Opinion and the MS Servicer
                                         Notices for an indication of pending or filed action, suit or proceeding, arbitration
                                         or governmental investigation involving any borrower, guarantor, or borrower's interest
                                         in the Mortgaged Property that existed on the origination date. If such an indication
                                         is not found, it will be a Test pass.

        	Mortgage
                                         Loan Documents; Borrower’s Counsel Opinion; MS Servicer Notices

        
	13b

         
	Review
                                         the MS Servicer Notices to determine if an adverse outcome of any such pending, filed
                                         or threatened action, suit or proceeding, arbitration or governmental investigation involving
                                         any borrower, guarantor, or Mortgaged Property would reasonably be expected to adversely
                                         affect the matters set forth in clauses (a)-(f) of representation and warranty 13. If
                                         any such adverse outcome would not reasonably be expected to adversely affect the matters
                                         set forth in clauses (a)-(f) of representation and warranty 13, it will be a Test pass.

        	MS
                                         Servicer Notices

        
	14.
                                         Escrow Deposits. All escrow deposits and payments required to be escrowed with
                                         the lender pursuant to each Mortgage Loan are in the possession, or under the control,
                                         of the Mortgage Loan Seller or its servicer, and there are no deficiencies (subject to
                                         any applicable grace or cure periods) in connection therewith, and all such escrows and
                                         deposits (or the right thereto) that are required to be escrowed with lender under the
                                         related Mortgage Loan documents are being conveyed by the Mortgage Loan Seller to

        	14a

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any escrow deposits and
                                         payments required to be escrowed with the lender pursuant to each Mortgage Loan not in
                                         the servicer’s possession or control. If such a notation or other indication is
                                         not found, it will be a Test pass.

        	MS
                                         Servicer Notices

        
	14b

         
	Review
                                         the MS Servicer Notices to determine if all

        	MS
                                         Servicer Notices

        




     Exhibit PP-2-14


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	the
    Purchaser or its servicer (or, with respect to any Non-Serviced Mortgage Loan, to the depositor or servicer for the related
    Non-Serviced Securitization Trust).	 	escrows
    and deposits required pursuant to the Mortgage Loan have been conveyed by the Mortgage Loan Seller to the Purchaser or its
    servicer (or, with respect to any Non-Serviced Mortgage Loan, to the related depositor or servicer). If so determined, it
    will be a Test pass.	 
	15.
                                         No Holdbacks. The Stated Principal Balance as of the Cut- off Date of the Mortgage
                                         Loan set forth on the mortgage loan schedule attached as an Exhibit to the related Mortgage
                                         Loan Purchase Agreement has been fully disbursed as of the Closing Date and there is
                                         no requirement for future advances thereunder (except in those cases where the full amount
                                         of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow
                                         or reserve accounts pending the satisfaction of certain conditions relating to leasing,
                                         repairs or other matters with respect to the related Mortgaged Property, the borrower
                                         or other considerations determined by the Mortgage Loan Seller to merit such holdback).

        	15a

         
	Review
                                         the Mortgage Loan Schedule, Loan Agreement, Mortgage Note and origination settlement
                                         statement to determine if the principal amount of the Mortgage Loan was fully disbursed
                                         as of the Closing Date. If so determined, it will be a Test pass.

        	Mortgage
                                         Loan Schedule; Loan Agreement; Mortgage Note; Origination settlement statement

        
	15b

         
	Review
                                         the Mortgage Loan Documents to determine if there is no requirement for future advances
                                         by the Mortgagee (except in those cases where the full amount of the Mortgage Loan has
                                         been disbursed but a portion thereof is being held in escrow or reserve accounts pending
                                         the satisfaction of certain conditions relating to leasing, repairs, or other matters
                                         with respect to the related Mortgaged Property, the borrower or other considerations
                                         determined by the Mortgage Loan Seller to merit such holdback). If so determined, it
                                         will be a Test pass.

        	Mortgage
                                         Loan Documents

        
	16.
                                         Insurance. Each related Mortgaged Property is, and is required pursuant to the
                                         related Mortgage to be, insured by a property insurance policy providing coverage for
                                         loss in accordance with coverage found under a “special cause of loss form”
                                         or “all risk form” that includes replacement cost valuation issued by an
                                         insurer or insurers meeting the requirements of the related Mortgage Loan documents and
                                         having a claims-paying or financial strength rating meeting the Insurance Rating Requirements
                                         (as defined below) in an amount (subject to a customary deductible) not less than the
                                         lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable

        	16a

         
	Review
                                         the Insurance Summary Report (or solely with respect to residential cooperative properties,
                                         review the insurance policies and/or certificates of insurance) to determine if it shows
                                         that the related Mortgaged Property is insured by a property insurance policy providing
                                         coverage for loss in accordance with coverage found under a “special cause of loss
                                         form” or “all-risk form” that includes replacement cost valuation issued
                                         by an insurer or insurers meeting the requirements of the related Mortgage Loan Documents
                                         and the Insurance Rating

        	Insurance
                                         Summary Report (solely with respect to residential cooperative properties, the insurance
                                         policies and/or certificates of insurance)

        




     Exhibit PP-2-15


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	value
                                         on a replacement cost basis of the improvements, furniture, furnishings, fixtures and
                                         equipment owned by the borrower and included in the Mortgaged Property (with no deduction
                                         for physical depreciation), but, in any event, not less than the amount necessary or
                                         containing such endorsements as are necessary to avoid the operation of any coinsurance
                                         provisions with respect to the related Mortgaged Property.

                                                                                                                                                                                  


        “Insurance
        Rating Requirements” means either (i) a claims paying or financial strength rating of any of the following; (a)
        at least “A-:VIII” from A.M. Best Company, (b) at least “A3” (or the equivalent) from Moody’s
        Investors Service, Inc. or (c) at least “A-” from S&P Global Ratings or (ii) the Syndicate Insurance Ratings
        Requirements. “Syndicate Insurance Rating Requirements” means insurance provided by a syndicate of insurers,
        as to which (i) if such syndicate consists of 5 or more members, at least 60% of the coverage is provided by insurers
        that meet the Insurance Rating Requirements (under clause (1) of the definition of such term) and up to 40% of the coverage
        is provided by insurers that have a claims paying or financial strength rating of at least “BBB-” by S&P
        Global Ratings or at least “Baa3” by Moody’s Investors Service, Inc., and (ii) if such syndicate consists
        of 4 or fewer members, at least 75% of the coverage is provided by insurers that meet the Insurance Rating Requirements
        (under clause (1) of the definition of such term) and up to 25% of the coverage is provided by insurers that have a claims
        paying or financial strength rating of at least “BBB-” by S&P Global Ratings or at least “Baa3”
        by Moody’s Investors Service, Inc.

         


        Each
        related Mortgaged Property is also covered, and required to be covered pursuant to the related Mortgage Loan documents,
        by business interruption or rental loss insurance which (subject to a customary deductible) covers a period of not less
        than 12 months (or with respect to each Mortgage Loan on a single asset with a principal balance of $50 million or more,
        18 months).

         


        If
        any material part of the improvements, exclusive of a parking

        	 	Requirements,
in an amount (subject to customary deductibles) not less than the lesser of (1) the original principal balance of any Mortgage
Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment
owned by the borrower and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event,
not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance
provisions with respect to the Mortgaged Property. If so determined, it will be a Test pass.

        	 
	16b

         
	Review
                                         the Mortgage Loan Documents for provisions requiring the insurance coverage as stated
                                         in Test 16a above. If such provisions are found, it will be a Test pass.

        	Mortgage
                                         Loan Documents

        
	16c

         
	Review
                                         the Insurance Summary Report (or, solely with respect to residential cooperative properties,
                                         review the insurance policies and/or certificates of insurance) to determine if it shows
                                         that the related Mortgaged Property is insured for business interruption or rental loss
                                         insurance which (subject to a customary deductible) covers a period of not less than
                                         12 months (or with respect to a Mortgage Loan on a single asset with a principal balance
                                         of $50 million or more, 18 months). If such provisions are found, it will be a Test pass.

        	Insurance
                                         Summary Report (solely with respect to residential cooperative properties, the insurance
                                         policies and/or certificates of insurance)

        
	16d

         
	Review
                                         the Mortgage Loan Documents for provisions requiring the insurance coverage as stated
                                         in Test 16c above. If such provisions are found, it will be a Test pass.

        	Mortgage
                                         Loan Documents

        
	16e

         
	Review
                                         the Mortgage Loan Documents and/or the survey to determine if any material part of the

        	Mortgage
                                         Loan Documents; Survey; Insurance Summary

        




     Exhibit PP-2-16


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	lot,
                                         located on a Mortgaged Property is in an area identified in the Federal Register by the
                                         Federal Emergency Management Agency as having special flood hazards, the related borrower
                                         is required to maintain insurance in the maximum amount available under the National
                                         Flood Insurance Program, plus such additional excess flood coverage in an amount as is
                                         generally required by the Mortgage Loan Seller originating mortgage loans for securitization.

                                                                                                                                                                                  


        If
        the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida,
        Georgia, South Carolina or North Carolina, the related borrower is required to maintain coverage for windstorm and/or
        windstorm related perils and/or “named storms” issued by an insurer or insurers meeting the Insurance Rating
        Requirements or endorsement covering damage from windstorm and/or windstorm related perils and/or named storms, in an
        amount not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) 100% of the full insurable
        value on a replacement cost basis of the improvements and personalty and fixtures owned by the borrower and included in
        the related Mortgaged Property by an insurer or insurers meeting the Insurance Rating Requirements.

         


        The
        Mortgaged Property is covered, and required to be covered pursuant to the related Mortgage Loan documents, by a commercial
        general liability insurance policy issued by an insurer or insurers meeting the Insurance Rating Requirements including
        coverage for property damage, contractual damage and personal injury (including bodily injury and death) in amounts as
        are generally required by the Mortgage Loan Seller for loans originated for securitization, and in any event not less
        than $1 million per occurrence and $2 million in the aggregate.

         


        An
        architectural or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic
        zones 3 or 4 in order to evaluate the structural and seismic condition of such property, for the sole purpose of assessing

        	 	improvements,
    exclusive of a parking lot, located on the Mortgaged Property is in an area identified in the Federal Register by the Federal
    Emergency Management Agency as having “special flood hazards.” If so determined, review the Insurance Summary
    to determine whether the borrower maintains insurance in the maximum amount available under the National Flood Insurance Program
    plus such additional excess flood coverage in an amount as is generally required by the Mortgage Loan Seller originating mortgage
    loans for securitization. If so determined, it will be a Test pass.	Report
	16f

         
	If
                                         the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico
                                         or the Atlantic coast of Florida, Georgia, South Carolina or North Carolina, review the
                                         Insurance Summary Report to determine if the property is covered for windstorm and/or
                                         windstorm related perils and/or “named storms” or endorsement covering damage
                                         from windstorm and/or windstorm related perils and/or named storms in an amount not less
                                         than the lesser of (1) the original principal balance of the Mortgage Loan and (2) 100%
                                         of the full insurable value on a replacement cost basis of the improvements, and personalty
                                         and fixtures owned by the borrower and included in the related Mortgaged Property by
                                         an insurer or insurers meeting the Insurance Rating Requirements. If so determined with
                                         respect to each part of this Test, it will be a Test pass.

        	Insurance
                                         Summary Report (solely with respect to residential cooperative properties, the insurance
                                         policies and/or certificates of insurance)

        
	16g

         
	Review
                                         the Insurance Summary Report dated before the Cut-off Date (or solely with respect to
                                         residential cooperative properties, review the insurance policies and/or certificates
                                         of insurance) and Mortgage Loan Documents to determine if the Mortgage Property is covered,
                                         and required to be covered pursuant to the related Mortgage Loan Documents, by a commercial

        	Insurance
                                         Summary Report (solely with respect to residential cooperative properties, the insurance
                                         policies and/or certificates of insurance); Mortgage Loan Documents

        




     Exhibit PP-2-17


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	either
                                         the scenario expected limit (“SEL”) or the probable maximum loss (“PML”)
                                         for the Mortgaged Property in the event of an earthquake. In such instance, the SEL or
                                         PML, as applicable, was based on a 475-year return period, an exposure period of 50 years
                                         and a 10% probability of exceedance. If the resulting report concluded that the SEL or
                                         PML, as applicable, would exceed 20% of the amount of the replacement costs of the improvements,
                                         earthquake insurance on such Mortgaged Property was obtained by an insurer or insurers
                                         meeting the Insurance Rating Requirements (provided that for this purpose (only) the
                                         A.M. Best Company minimum rating referred to in the definition of Insurance Rating Requirements
                                         will be deemed to be at least “A:VIII”) in an amount not less than 100% of
                                         the SEL or PML, as applicable.

                                                                                                                                                                                  


        The
        Mortgage Loan documents require insurance proceeds in respect of a property loss to be applied either (a) to the repair
        or restoration of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of
        the then outstanding principal amount of the related Mortgage Loan (or Whole Loan, if applicable), the lender (or a trustee
        appointed by it) having the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to
        the payment of the outstanding principal balance of such Mortgage Loan (or Whole Loan, if applicable) together with any
        accrued interest thereon.

         


        All
        premiums on all insurance policies referred to in this section required to be paid as of the Cut-off Date have been paid,
        and such insurance policies name the lender under the Mortgage Loan and its successors and assigns as a loss payee under
        a mortgagee endorsement clause or, in the case of the general liability insurance policy, as named or additional insured.
        Such insurance policies will inure to the benefit of the Trustee (or, in the case of a Mortgage Loan that is an Non-Serviced
        Mortgage Loan, the applicable Non-Serviced Trustee). Each related Mortgage Loan obligates the related borrower to maintain,
        or cause to be maintained, all such insurance and, at such borrower’s failure to do so, authorizes the lender to
        maintain

        	 	general
    liability insurance policy issued by an insurer or insurers meeting the Insurance Rating Requirements including coverage for
    property damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally required
    by the Mortgage Loan Seller for loans originated for securitization, and in any event not less than $1 million per occurrence
    and $2 million in the aggregate. If so determined, it will be a Test pass.	 
	16h

         
	Review
                                         the property condition assessment to determine if the properties are located in a seismic
                                         zone 3 or 4. If so determined, review the seismic engineering study to determine if it
                                         has been performed by an architectural or engineering consultant for the sole purpose
                                         of assessing either the scenario expected limit (“SEL”) or the probable
                                         maximum loss (“PML”) for the Mortgaged Property in the event of an
                                         earthquake and based on a 475-year return period, an exposure period of 50 years and
                                         a 10% probability of exceedance. If so determined, it will be a Test pass.

        	Property
                                         condition assessment; Seismic engineering study

        
	16i

         
	Review
                                         the most recent seismic engineering study or Insurance Summary Report (or solely with
                                         respect to residential cooperative properties, review the insurance policies and/or certificates
                                         of insurance) to determine if the PML would exceed 20% of the amount of the replacement
                                         costs of the improvements, and if so, review to determine if earthquake insurance on
                                         such Mortgaged Property was obtained. If so determined, determine if the insurer or insurers
                                         meeting the Insurance Rating Requirements (provided that for this purpose (only) the
                                         A.M. Best Company minimum rating referred to in the definition of Insurance Rating Requirements
                                         will be deemed to be at least “A:VIII”) in an amount

        	Seismic
                                         engineering study; Insurance Summary Report (solely with respect to residential cooperative
                                         properties, the insurance policies and/or certificates of insurance)

        




     Exhibit PP-2-18


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	such
    insurance at the borrower’s cost and expense and to charge such borrower for related premiums. All such insurance policies
    (other than commercial liability policies) require at least 10 days’ prior notice to the lender of termination or cancellation
    arising because of nonpayment of a premium and at least 30 days’ prior notice to the lender of termination or cancellation
    (or such lesser period, not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment
    of a premium and no such notice has been received by the Mortgage Loan Seller.	 	not
                                         less than 100% of the SEL or PML, as applicable.


        If
        so determined with respect to each part of the Test, it will be a Test pass.

        	 
	16j

         
	Review
                                         the Mortgage Loan Documents for provisions requiring that insurance proceeds in respect
                                         of a property loss be applied either (a) to the repair or restoration of all or part
                                         of the related Mortgaged Property, with respect to all property losses in excess of 5%
                                         of the then-outstanding principal amount of the Mortgage Loan, the lender (or a trustee
                                         appointed by it) having the right to hold and disburse such proceeds as the repair or
                                         restoration progresses, or (b) to the payment of the outstanding principal balance of
                                         such Mortgage Loan or Whole Loan, as applicable, together with any accrued interest thereon.
                                         If such provisions are found, it will be a Test pass.

        	Mortgage
                                         Loan Documents

        
	16k

         
	Review
                                         the MS Servicer Notices for a notation or other indication that insurance premiums are
                                         current as of the Cut-off Date. If such a notation or other indication is found, it will
                                         be a Test pass.

        	MS
                                         Servicer Notices

        
	16l

         
	Review
                                         the Insurance Summary Report (or solely with respect to residential cooperative properties,
                                         review the insurance policies and/or certificates of insurance) to determine if the insurance
                                         policies name the lender under any Mortgage Loan and its successors and assigns as a
                                         loss payee under a mortgagee endorsement clause or, in the case of the general liability
                                         insurance policy, as named or additional insured. If so determined, it will be a Test
                                         pass.

        	Insurance
                                         Summary Report (solely with respect to residential cooperative properties, the insurance
                                         policies and/or certificates of insurance)

        
	16m

         
	Review
                                         the Insurance Summary Report (or solely with respect to residential cooperative properties,
                                         review the insurance policies and/or certificates of

         
	Insurance
                                         Summary Report (solely with respect to residential cooperative properties, the

        




     Exhibit PP-2-19


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	insurance)
                                                                                                                                                          to determine if the insurance will inure to the benefit of the Trustee (or, in the case of a Mortgage Loan that is an
                                                                                                                                                          Non-Serviced Mortgage Loan, the applicable Non-Serviced Trustee). If so determined, it will be a Test pass.

        	insurance
    policies and/or certificates of insurance)
	16n

         
	Review
                                         the Mortgage Loan Documents to determine if any Mortgage Loan obligates the borrower
                                         to maintain, or cause to be maintained, all such insurance and, at such borrower’s
                                         failure to do so, authorizes the lender to maintain such insurance at the borrower’s
                                         cost and expense and to charge such borrower for related premiums. If so determined,
                                         it will be a Test pass.

        	Mortgage
                                         Loan Documents

        
	16o

         
	Review
                                         the Insurance Summary Report (or solely with respect to residential cooperative properties,
                                         review the insurance policies and/or certificates of insurance) to determine if the insurance
                                         policies (other than commercial liability policies) require at least 10 days’ prior
                                         notice to the lender of termination or cancellation arising because of nonpayment of
                                         a premium and at least 30 days’ prior notice to the lender of termination or cancellation
                                         (or such lesser period, not less than 10 days, as may be required by applicable law)
                                         arising for any reason other than non- payment of a premium. If so determined, it will
                                         be a Test pass.

        	Insurance
                                         Summary Report (solely with respect to residential cooperative properties, the insurance
                                         policies and/or certificates of insurance)

        
	16p

         
	Review
                                         the MS Servicer Notices for a notation or other indication that any notice described
                                         in Test 16o may have been received by the Mortgage Loan Seller. If such a notation or
                                         other indication is not found, it will be a Test pass.

        	MS
                                         Servicer Notices

        
	17.
                                         Access; Utilities; Separate Tax Lots. Each Mortgaged Property (a) is located on
                                         or adjacent to a public road and has direct legal access to such road, or has access
                                         via an irrevocable

        	17a

         
	Review
                                         the zoning report, Title Policy and survey, engineering report or property condition
                                         assessment, the Sponsor Diligence and the ESA to determine if

        	Zoning
                                         report; Title Policy; Survey; Engineering report or property condition assessment;

        




     Exhibit PP-2-20


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	easement
    or irrevocable right of way permitting ingress and egress to/from a public road, (b) is served by or has uninhibited access
    rights to public or private water and sewer (or well and septic) and all required utilities, all of which are appropriate
    for the current use of the Mortgaged Property, and (c) constitutes one or more separate tax parcels which do not include any
    property which is not part of the Mortgaged Property or is subject to an endorsement under the related Title Policy insuring
    the Mortgaged Property, or in certain cases, an application has been, or will be, made to the applicable governing authority
    for creation of separate tax lots, in which case the Mortgage Loan requires the borrower to escrow an amount sufficient to
    pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax lots are created.	 	each
                                         Mortgaged Property is located on or adjacent to


        a
        public road and has direct legal access to such road, or has access via an irrevocable easement or irrevocable right of
        way permitting ingress and egress to/from a public road. If so determined, it will be a Test pass.

        	Sponsor
    Diligence; ESA
	17b

         
	Review
                                         the zoning report, Title Policy and survey, engineering report or property condition
                                         assessment, the Sponsor Diligence and the ESA to determine if each Mortgaged Property
                                         is served by or has uninhibited access rights to public or private water and sewer (or
                                         well and septic) and all required utilities, all of which are appropriate for the current
                                         use of the Mortgaged Property. If so determined, it will be a Test pass.

        	Zoning
                                         report; Title Policy; Survey; Engineering report or property condition assessment; Sponsor
                                         Diligence; ESA

        
	17c

         
	Review
                                         the Title Policy and survey to determine if each Mortgaged Property constitutes one or
                                         more separate tax parcels and do not include any property which is not part of the Mortgaged
                                         Property or is subject to an endorsement under the most recently dated Title Policy insuring
                                         the Mortgaged Property, or in certain cases, an application has been, or will be, made
                                         to the applicable governing authority for creation of separate tax lots, in which case
                                         any Mortgage Loan requires the borrower to escrow an amount sufficient to pay taxes for
                                         the existing tax


        parcel
        of which the Mortgaged Property is a part until the separate tax lots are created. If so determined, it will be a Test
        pass.

        	Title
                                         Policy; Survey; Mortgage Loan Documents

        
	18.
                                         No Encroachments. To the Mortgage Loan Seller’s knowledge based solely on
                                         surveys obtained in connection with origination and the lender’s Title Policy (or,
                                         if such policy is not yet issued, a pro forma title policy, a preliminary title policy
                                         with escrow instructions or a “marked up” commitment) obtained in connection
                                         with the origination of each Mortgage Loan, all

        	18a

         
	Review
                                         the survey and Title Policy to determine if all material improvements that were included
                                         for the purpose of determining the appraised value of the Mortgaged Property at the time
                                         of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged
                                         Property, except for

        	Survey;
                                         Title Policy; Appraisal

        




     Exhibit PP-2-21


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	material
    improvements that were included for the purpose of determining the appraised value of the related Mortgaged Property at the
    time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except encroachments
    that do not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or
    endorsements were obtained under the Title Policy. No improvements on adjoining parcels encroach onto the related Mortgaged
    Property except for encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property
    or for which insurance or endorsements were obtained under the Title Policy. No improvements encroach upon any easements except
    for encroachments the removal of which would not materially and adversely affect the value or current use of such Mortgaged
    Property or for which insurance or endorsements obtained with respect to the Title Policy.	 	encroachments
    that do not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or
    endorsements were obtained under the Title Policy. If so determined, it will be a Test pass.	 
	18b

         
	Review
                                         the survey and Title Policy to determine if there exist improvements on adjoining parcels
                                         that encroach onto the Mortgaged Property that materially and adversely affect the value
                                         and current use of such Mortgage Property and for which insurance or endorsements were
                                         obtained under the Title Policy. If not so determined, it will be a Test pass.

        	Survey;
                                         Title Policy; Appraisal

        
	18c

         
	Review
                                         the survey and Title Policy to determine if there exist material improvements that encroach
                                         upon any easements except for encroachments the removal of which would not materially
                                         and adversely affect the value or current use of such Mortgaged Property or for which
                                         insurance or endorsements obtained with respect to the Title Policy. If not so determined,
                                         it will be a Test pass.

        	Survey;
                                         Title Policy; Appraisal

        
	19.
                                         No Contingent Interest or Equity Participation. No Mortgage Loan has a shared
                                         appreciation feature, any other contingent interest feature or a negative amortization
                                         feature (except that an ARD Loan may provide for the accrual of the portion of interest
                                         in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity
                                         participation by the Mortgage Loan Seller.

        	19

         
	Review
                                         the Mortgage Loan Documents for any shared appreciation feature or any other contingent
                                         interest feature, any negative amortization feature (except that an ARD Loan may provide
                                         for the accrual of the portion of interest in excess of the rate in effect prior to the
                                         Anticipated Repayment Date) or an equity participation by the Mortgage Loan Seller. If
                                         no such feature is found with respect to each part of this Test, it will be a Test pass.

        	Mortgage
                                         Loan Documents

        
	20.
                                         REMIC. The Mortgage Loan is a “qualified mortgage” within the meaning
                                         of Section 860G(a)(3) of the Code (but determined without regard to the rule in U.S.
                                         Department of Treasury Regulations Section 1.860G-2(f)(2) (the “Treasury Regulations”)
                                         that treats certain defective mortgage loans as

        	20a

         
	Review
                                         the origination settlement statement and Mortgage Note to determine if the proceeds advanced
                                         by the Mortgagee did not exceed the non-contingent principal amount of the Mortgage Loan.
                                         If so determined, it will be a Test pass.

        	Origination
                                         settlement statement; Mortgage Loan

        




     Exhibit PP-2-22


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	qualified
    mortgages), and, accordingly, (A) the issue price of the Mortgage Loan to the related borrower at origination did not exceed
    the non-contingent principal amount of the Mortgage Loan and (B) either: (a) such Mortgage Loan is secured by an interest
    in real property (including permanently affixed buildings and structural components, such as wiring, plumbing systems and
    central heating and air-conditioning systems, that are integrated into such buildings, serve such buildings in their passive
    functions and do not produce or contribute to the production of income other than consideration for the use or occupancy of
    space, but excluding personal property) having a fair market value (i) at the date the Mortgage Loan (or related Whole Loan)
    was originated at least equal to 80% of the adjusted issue price of the Mortgage Loan (or related Whole Loan) on such date
    or (ii) at the Closing Date at least equal to 80% of the adjusted issue price of the Mortgage Loan (or related Loan Combination)
    on such date, provided that for purposes hereof, the fair market value of the real property interest must first be reduced
    by (A) the amount of any lien on the real property interest that is senior to the Mortgage Loan and (B) a proportionate amount
    of any lien that is in parity with the Mortgage Loan; or (b) substantially all of the proceeds of such Mortgage Loan were
    used to acquire, improve or protect the real property which served as the only security for such Mortgage Loan (other than
    a recourse feature or other third-party credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)).
    If the Mortgage Loan was “significantly modified” prior to the Closing Date so as to result in a taxable exchange
    under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of
    such Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) above (substituting the date of the last
    such modification for the date the Mortgage Loan was originated) or sub-clause (B)(a)(ii), including the proviso thereto.
    For purposes of the preceding sentence, a Mortgage Loan will not be considered “significantly modified” solely
    by reason of the borrower having been granted a COVID-19 related forbearance provided that: (a) such Mortgage Loan forbearance	20b

         
	Review
                                         the most recent appraisal and Mortgage Loan Documents to determine if either (a) the
                                         Mortgage Loan is secured by an interest in real property (including permanently affixed
                                         buildings and structural components, such as wiring, plumbing systems and central heating
                                         and air-conditioning systems, that are integrated into such buildings, serve such buildings
                                         in their passive functions and do not produce or contribute to the production of income
                                         other than consideration for the use or occupancy of space, but excluding personal property)
                                         having a fair market value (i) at the date the Mortgage Loan (or related Whole Loan)
                                         was originated at least equal to 80% of the adjusted issue price of any Mortgage Loan
                                         (or related Whole Loan) on such date or (ii) at the Closing Date at least equal to 80%
                                         of the outstanding principal amount of the Mortgage Loan (or related Loan Combination)
                                         on such date, provided that for purposes of clauses (i) and (ii) above, the fair market
                                         value of the real property interest must first be reduced by (A) the amount of any lien
                                         on the real property interest that is senior to such Mortgage Loan and (B) a proportionate
                                         amount of any lien that is in parity with such Mortgage Loan; or (b) substantially all
                                         of the proceeds of such Mortgage Loan were used to acquire, improve or protect the real
                                         property which served as the only security for such Mortgage Loan (other than a recourse
                                         feature or other third-party credit enhancement within the meaning of Treasury Regulations
                                         Section 1.860G-2(a)(1)(ii)). If so determined, it will be a Test pass.

        	Appraisal;
                                         Mortgage Loan Documents

        
	20c

         
	Review
                                         the MS Servicer Notices for an indication or other notation that the Mortgage Loan was
                                         modified prior to the Closing Date, and if so, if the modification was made as to result
                                         in a taxable exchange under Section 1001 of the Code, it either

        	MS
                                         Servicer Notices

        




     Exhibit PP-2-23


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	is
    covered by Revenue Procedure 2020-26 by reason of satisfying the requirements for such coverage stated in Section 5.02(2)
    of Revenue Procedure 2020-26; and (b) the Mortgage Loan Seller identifies such Mortgage Loan and provides (x) the date on
    which such forbearance was granted, (y) the length in months of the forbearance, and (z) how the payments in forbearance will
    be paid (that is, by extension of maturity, change of amortization schedule, etc.) Any prepayment premium and yield maintenance
    charges applicable to the Mortgage Loan constitute “customary prepayment penalties” within the meaning of Treasury
    Regulations Section 1.860G-1(b)(2). All terms used in this paragraph will have the same meanings as set forth in the related
    Treasury Regulations.	 	(x)
    was modified as a result of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the provisions
    of either sub- clause (B)(i) in the first sentence of representation and warranty 20 (substituting the date of the last such
    modification for the date any Mortgage Loan was originated) or sub-clause (B)(ii) in the first sentence of representation
    and warranty 20, including the proviso thereto. If there were any such modifications, and such a notation or other indication
    is found, it will be a Test pass.	 
	20d

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         to the effect that the Prepayment Premiums and Yield Maintenance Charges applicable to
                                         any Mortgage Loan do not constitute “customary prepayment penalties”. If
                                         such a notation or other indication is not found, it will be a Test pass.

        	MS
                                         Servicer Notices

        
	21.
                                         Compliance with Usury Laws. The Mortgage Rate (exclusive of any default interest,
                                         late charges, yield maintenance charge, or prepayment premiums) of such Mortgage Loan
                                         complied as of the date of origination with, or was exempt from, applicable state or
                                         federal laws, regulations and other requirements pertaining to usury.

         
	21a

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         to the effect that the terms of the Mortgage Loan do not comply with applicable local,
                                         state, and federal laws in any material respect. If such a notation or other indication
                                         is not found, it will be a Test pass.

        	MS
                                         Servicer Notices

        
	21b

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         to the effect that any material requirements pertaining to the origination of any Mortgage
                                         Loan, including but not limited to, usury and any and all other material requirements
                                         of any federal, state or local law have not been complied with. If such a notation or
                                         other indication is not found, it will be a Test pass.

        	MS
                                         Servicer Notices

        
	21c

         
	Review
                                         the Mortgage Loan Documents to determine if they provide that the Mortgage Loan complied
                                         with

        	Mortgage
                                         Loan Documents

        




     Exhibit PP-2-24


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	usury
    laws. If so determined, it will be a Test pass.	 
	22.
                                         Authorized to do Business. To the extent required under applicable law, as of
                                         the Cut-off Date or as of the date that such entity held the Mortgage Note, each holder
                                         of the Mortgage Note was authorized to transact and do business in the jurisdiction in
                                         which each related Mortgaged Property is located, or the failure to be so authorized
                                         does not materially and adversely affect the enforceability of such Mortgage Loan by
                                         the issuing entity.

        	22

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         that as of the date that the Mortgage Loan Seller or any prior Mortgagee held the Mortgage
                                         Note, each such holder of the Mortgage Note was not authorized to transact or do business
                                         in the jurisdiction in which each related Mortgaged Property is located. If such a notation
                                         or other indication is found, determine whether the failure to be so authorized could
                                         not materially and adversely affect the enforceability of such Mortgage Loan by the issuing
                                         entity. If so determined, it will be a Test pass.

        	MS
                                         Servicer Notices

        
	23.
                                         Trustee under Deed of Trust. With respect to each Mortgage which is a deed of
                                         trust, as of the date of origination and, to the Mortgage Loan Seller’s knowledge,
                                         as of the Closing Date, a trustee, duly qualified under applicable law to serve as such,
                                         currently so serves and is named in the deed of trust or has been substituted in accordance
                                         with the Mortgage and applicable law or may be substituted in accordance with the Mortgage
                                         and applicable law by the related mortgagee.

        	23

         
	Review
                                         the Mortgage Loan Documents to determine if a trustee is appointed. If so determined,
                                         it will be a Test pass.

        	Mortgage
                                         Loan Documents

        
	24.
                                         Local Law Compliance. To the Mortgage Loan Seller’s knowledge, based upon
                                         any of a letter from any governmental authorities, a legal opinion, an architect’s
                                         letter, a zoning consultant’s report, an endorsement to the related Title Policy,
                                         or other affirmative investigation of local law compliance consistent with the investigation
                                         conducted by the Mortgage Loan Seller for similar commercial, multifamily or, if applicable,
                                         manufactured housing community mortgage loans intended for securitization, with respect
                                         to the improvements located on or forming part of each Mortgaged Property securing a
                                         Mortgage Loan as of the date of origination of such Mortgage Loan and as of the Cut-off
                                         Date, there are no material violations of applicable zoning ordinances, building codes
                                         and land laws (collectively “Zoning Regulations”) other than those
                                         which (i) constitute a

        	24a

         
	Review
                                         the zoning report and title policy for an indication that there are no material violations
                                         of applicable zoning ordinances, building codes and land laws (collectively “Zoning
                                         Regulations”) with respect to the improvements located on or forming part of
                                         each Mortgaged Property securing a Mortgage Loan as of the date of origination of such
                                         Mortgage Loan (or related Whole Loan, as applicable) or as of the Cut-off Date, other
                                         than those which (i) constitute a legal non-conforming use or structure, as to which
                                         as the Mortgaged Property may be restored or repaired to the full extent necessary to
                                         maintain the use of the structure immediately prior to a casualty or the inability to
                                         restore or repair to the full extent

        	Zoning
                                         Report; Title Policy

        




     Exhibit PP-2-25


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	legal
    non-conforming use or structure, as to which as the Mortgaged Property may be restored or repaired to the full extent necessary
    to maintain the use of the structure immediately prior to a casualty or the inability to restore or repair to the full extent
    necessary to maintain the use or structure immediately prior to the casualty would not materially and adversely affect the
    use or operation of the Mortgaged Property, (ii) are insured by the Title Policy or other insurance policy, (iii) are insured
    by law and ordinance insurance coverage in amounts customarily required by the Mortgage Loan Seller for loans originated for
    securitization that provides coverage for additional costs to rebuild and/or repair the property to current Zoning Regulations
    or (iv) would not have a material adverse effect on the Mortgage Loan. The terms of the Mortgage Loan documents require the
    borrower to comply in all material respects with all applicable governmental regulations, zoning and building laws.	 	necessary
    to maintain the use or structure immediately prior to the casualty would not materially and adversely affect the use or operation
    of the Mortgaged Property, (ii) are insured by the Title Policy or other insurance policy, (iii) are insured by law and ordinance
    insurance coverage in amounts customarily required by the Mortgage Loan Seller for loans originated for securitization that
    provides coverage for additional costs to rebuild and/or repair the property to current Zoning Regulations or (iv) would not
    have a material adverse effect on the Mortgage Loan. If such indication is found, it will be a Test pass.	 
	24b

         
	Review
                                         the Mortgage Loan Documents for provisions that require the borrower to comply in all
                                         material respects with all applicable governmental regulations, zoning and building laws.
                                         If such provisions are found, it will be a Test pass.

        	Mortgage
                                         Loan Documents

        
	25.
                                         Licenses and Permits. Each borrower covenants in the Mortgage Loan documents that
                                         it will keep all material licenses, permits and applicable governmental authorizations
                                         necessary for its operation of the Mortgaged Property in full force and effect, and to
                                         the Mortgage Loan Seller’s knowledge based upon a letter from any government authorities,
                                         zoning consultant’s report or other affirmative investigation of local law compliance
                                         consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial,
                                         multifamily or, if applicable, manufactured housing community mortgage loans intended
                                         for securitization, all such material licenses, permits and applicable governmental authorizations
                                         are in effect. The Mortgage Loan requires the related borrower to be qualified to do
                                         business in the jurisdiction in which the related Mortgaged Property is located.

        	25a

         
	Review
                                         the Mortgage Loan Documents to determine if the borrower has covenanted to keep all material
                                         licenses, permits and applicable governmental authorizations necessary for its operation
                                         of the Mortgaged Property in full force and effect. If so determined, it will be a Test
                                         pass.

        	Mortgage
                                         Loan Documents

        
	25b

         
	Review
                                         the Mortgage Loan Documents and the MS Servicer Notices for a notation or other indication
                                         that the Mortgage Loan Seller had knowledge that any licenses, permits, franchises, certificates
                                         of occupancy and applicable governmental authorizations necessary for the operation of
                                         the Mortgaged Property are not in effect. If such a notation or other indication is not
                                         found, it will be a Test pass.

        	Mortgage
                                         Loan Documents; MS Servicer Notices

        
	25c

         
	Review
                                         the Mortgage Loan Documents for

        	Mortgage
                                         Loan Documents

        




     Exhibit PP-2-26


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	provisions
    requiring the related borrower to be qualified to do business in the jurisdiction in which the Mortgaged Property is located.
    If such provisions are found, it will be a Test pass.	 
	26.
                                         Recourse Obligations. The Mortgage Loan documents for each Mortgage Loan provide
                                         that (a) the related borrower and at least one individual or entity will be fully liable
                                         for actual losses, liabilities, costs and damages arising from certain acts of the related
                                         borrower and/or its principals specified in the related Mortgage Loan documents, which
                                         acts generally include the following: (i) acts of fraud or intentional material misrepresentation,
                                         (ii) misapplication or misappropriation of rents (if after an event of default under
                                         the Mortgage Loan), insurance proceeds or condemnation awards, (iii) intentional material
                                         physical waste of the Mortgaged Property (but, in some cases, only to the extent there
                                         is sufficient cash flow generated by the related Mortgaged Property to prevent such waste),
                                         and (iv) any breach of the environmental covenants contained in the related Mortgage
                                         Loan documents, and (b) the Mortgage Loan will become full recourse to the related borrower
                                         and at least one individual or entity, if the related borrower files a voluntary petition
                                         under federal or state bankruptcy or insolvency law.

        	26a

         
	Review
                                         the Mortgage Loan documents for each Mortgage Loan for provisions outlined in clauses
                                         (a) (i) through (v) and (b) of the representation and warranty 26. If such provisions
                                         are found, it will be a Test pass.

        	Mortgage
                                         Loan Documents

        
	27.
                                         Mortgage Releases. The terms of the related Mortgage or related Mortgage Loan
                                         documents do not provide for release of any material portion of the Mortgaged Property
                                         from the lien of the Mortgage except (a) a partial release, accompanied by principal
                                         repayment, or partial Defeasance (as defined in representation and warranty 32), in each
                                         case, of not less than a specified percentage at least equal to the lesser of (i) 110%
                                         of the related allocated loan amount of such portion of the Mortgaged Property and (ii)
                                         the outstanding principal balance of the Mortgage Loan, (b) upon payment in full of such
                                         Mortgage Loan, (c) upon a Defeasance (as defined in representation and warranty 32),
                                         (d) releases of out-parcels that are unimproved or other portions of the Mortgaged Property
                                         which will not have a material adverse effect on the underwritten value of the

        	27a

         
	Review
                                         the Mortgage Loan Documents for provisions stating that, if the related Mortgage Loan
                                         Documents permit a property release, the only conditions under which a property may be
                                         released during the life of the Mortgage Loan are as set forth in clauses (a) through
                                         (e) of the first sentence of representation and warranty 27. If such provisions are found,
                                         it will be a Test pass.

        	Mortgage
                                         Loan Documents

        
	27b

         
	Review
                                         the Mortgage Loan Documents for provisions stating that with respect to any partial release
                                         described in clauses (a) or (d) of the first sentence of representation and warranty
                                         27 either: (x) such release of collateral (i) would not constitute a

        	Mortgage
                                         Loan Documents

        




     Exhibit PP-2-27


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	Mortgaged
                                         Property and which were not afforded any material value in the appraisal obtained at
                                         the origination of the Mortgage Loan and are not necessary for physical access to the
                                         Mortgaged Property or compliance with zoning requirements, or (e) as required pursuant
                                         to an order of condemnation or taking by a State or any political subdivision or authority
                                         thereof. With respect to any partial release (including in connection with any partial
                                         Defeasance) under the preceding clauses (a) or (d), either: (x) such release of collateral
                                         (i) would not constitute a “significant modification” of the subject Mortgage
                                         Loan within the meaning of Section 1.860G-2(b)(2) of the Treasury Regulations and (ii)
                                         would not cause the subject Mortgage Loan to fail to be a “qualified mortgage”
                                         within the meaning of Code Section 860G(a)(3)(A); or (y) the mortgagee or servicer can,
                                         in accordance with the related Mortgage Loan documents, condition such release of collateral
                                         on the related borrower’s delivery of an opinion of tax counsel to the effect specified
                                         in the immediately preceding clause (x). For purposes of the preceding clause (x), if
                                         the fair market value of the real property constituting such Mortgaged Property (reduced
                                         by (1) the amount of any lien on the real property that is senior to the Mortgage Loan
                                         and (2) a proportionate amount of any lien on the real property that is in parity with
                                         the Mortgage Loan) after the release is not equal to at least 80% of the principal balance
                                         of the Mortgage Loan (or Whole Loan, as applicable) outstanding after the release, the
                                         borrower is required to make a payment of principal in an amount not less than the amount
                                         required by the REMIC Provisions.

                                                                                                                                                                                  


        In
        the case of any Mortgage Loan, in the event of a condemnation or taking of any portion of a Mortgaged Property by a State
        or any political subdivision or authority thereof, whether by legal proceeding or by agreement, the borrower can be required
        to pay down the principal balance of the Mortgage Loan in an amount not less than the amount required by the REMIC Provisions
        and, to such extent, condemnation proceeds may not be required to be applied to the restoration of the Mortgaged Property
        or released to the borrower, if, immediately

        	 	“significant
    modification” of the subject Mortgage Loan within the meaning of Section 1.860G-2(b)(2) of the Treasury Regulations
    and (ii) would not cause the subject Mortgage Loan to fail to be a “qualified mortgage” within the meaning of
    Section 860G(a)(3)(A); or (y) the Mortgagee or servicer can, in accordance with the related Loan Documents, condition such
    release of collateral on the related borrower’s delivery of an opinion of tax counsel to the effect specified in the
    immediately preceding clause (x). For purposes of the preceding clause (x), if the fair market value of the real property
    constituting such Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior to the Mortgage
    Loan and (2) a proportionate amount of any lien on the real property that is in parity with the Mortgage Loan) after the release
    is not equal to at least 80% of the principal balance of the Mortgage Loan or Loan Combination, as applicable, outstanding
    after the release, the borrower is required to make a payment of principal in an amount not less than the amount required
    by the REMIC Provisions. If such provisions are found, it will be a Test pass.	 
	27c

         
	Review
                                         the Mortgage Loan Documents for provisions stating that in the case of any Mortgage Loan,
                                         in the event of a taking of any portion of a Mortgaged Property by a State or any political
                                         subdivision or authority thereof, whether by legal proceeding or by agreement, the borrower
                                         can be required to pay down the principal balance of the Mortgage Loan or Whole Loan,
                                         as applicable, in an amount not less than the amount required by the REMIC Provisions
                                         and, to such extent, condemnation proceeds may not be required to be applied to the restoration
                                         of the Mortgaged Property or released to the borrower, if, immediately after the release
                                         of such

        	Mortgage
                                         Loan Documents

        




     Exhibit PP-2-28


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	after
                                         the release of such portion of the Mortgaged Property from the lien of the Mortgage (but
                                         taking into account the planned restoration) the fair market value of the real property
                                         constituting the remaining Mortgaged Property (reduced by (1) the amount of any lien
                                         on the real property that is senior to the Mortgage Loan and (2) a proportionate amount
                                         of any lien on the real property that is in parity with the Mortgage Loan) is not equal
                                         to at least 80% of the remaining principal balance of the Mortgage Loan (or Whole Loan,
                                         as applicable).

                                                                                                                                                                                                     


        No
        Mortgage Loan that is secured by more than one Mortgaged Property or that is a Crossed Mortgage Loan permits the release
        of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due to a partial condemnation,
        other than in compliance with the loan-to-value ratio and other requirements of the REMIC Provisions.

        	 	portion
    of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned restoration) the fair market
    value of the real property constituting the remaining Mortgaged Property (reduced by (1) the amount of any lien on the real
    property that is senior to the Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity
    with the Mortgage Loan) is not equal to at least 80% of the remaining principal balance of the Mortgage Loan or Whole Loan,
    as applicable. If such provisions are found, it will be a Test pass.	 
	27d

         
	Review
                                         the Mortgage Loan Documents for provisions stating that no Mortgage Loan that is secured
                                         by more than one Mortgaged Property or that is a Crossed Mortgage Loan permits the release
                                         of cross-collateralization of the related Mortgaged Properties or a portion thereof,
                                         including due to a partial condemnation, other than in compliance with the loan-to-value
                                         ratio and other requirements of the REMIC Provisions. If such provisions are found, it
                                         will be a Test pass.

        	Mortgage
                                         Loan Documents

        
	28.
                                         Financial Reporting and Rent Rolls. Each Mortgage Loan requires the borrower to
                                         provide the owner or holder of the Mortgage with quarterly (other than for single-tenant
                                         properties) and annual operating statements, and quarterly (other than for single-tenant
                                         properties) rent rolls for properties that have leases contributing more than 5% of the
                                         in-place base rent and annual financial statements.

        	28a

         
	Review
                                         the Mortgage Loan Documents for provisions that require the borrower to provide the owner
                                         or holder of the Mortgage with quarterly (other than for single-tenant properties) and
                                         annual operating statements. If such provisions are found, it will be a Test pass.

        	Mortgage
                                         Loan Documents

        
	28b

         
	Review
                                         the Mortgage Loan Documents for provisions that require the borrower to provide the owner
                                         or holder of the Mortgage Loan with quarterly (other than for single-tenant properties)
                                         rent rolls for properties that have leases contributing more than 5% of the in-place
                                         base rent and annual financial statements. If such provisions are found, it will be a
                                         Test pass.

        	Mortgage
                                         Loan Documents

        




     Exhibit PP-2-29


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	29.
                                         Acts of Terrorism Exclusion. With respect to each Mortgage Loan over $20 million,
                                         the related special-form all-risk insurance policy and business interruption policy (issued
                                         by an insurer or insurers meeting the Insurance Rating Requirements) do not specifically
                                         exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as
                                         amended by the Terrorism Risk Insurance Program Reauthorization Act of 2019 (collectively
                                         referred to as “TRIA”), from coverage, or if such coverage is excluded,
                                         it is covered by a separate terrorism insurance policy. With respect to each other Mortgage
                                         Loan, the related special-form all-risk insurance policy and business interruption policy
                                         (issued by an insurer or insurers meeting the Insurance Rating Requirements) did not,
                                         as of the date of origination of the Mortgage Loan, and, to the Mortgage Loan Seller’s
                                         knowledge, do not, as of the Cut-off Date, specifically exclude Acts of Terrorism, as
                                         defined in TRIA, from coverage, or if such coverage is excluded, it is covered by a separate
                                         terrorism insurance policy. With respect to each Mortgage Loan, the related Mortgage
                                         Loan documents do not expressly waive or prohibit the mortgagee from requiring coverage
                                         for Acts of Terrorism, as defined in TRIA, or damages related thereto except to the extent
                                         that any right to require such coverage may be limited by commercial availability on
                                         commercially reasonable terms, or as otherwise indicated on the applicable exhibit of
                                         the related Mortgage Loan Purchase Agreement, provided, however, that if TRIA or a similar
                                         or subsequent statute is not in effect, then, provided that terrorism insurance is commercially
                                         available, the borrower under each Mortgage Loan is required to carry terrorism insurance,
                                         but in such event the borrower will not be required to spend on terrorism insurance coverage
                                         more than two times the amount of the insurance premium that is payable in respect of
                                         the property and business interruption/rental loss insurance required under the related
                                         Mortgage Loan documents (without giving effect to the cost of terrorism and earthquake
                                         components of such casualty and business interruption/rental loss insurance) at such
                                         time, and if the cost of terrorism insurance exceeds such amount, the borrower is required
                                         to

        	29a

         
	Review
                                         the Mortgage Loan Documents to determine if the original principal balance was greater
                                         than $20 million. If so, review the insurance coverage review document for an indication
                                         that the special-form all- risk insurance policy and business interruption policy (issued
                                         by an insurer or insurers meeting the Insurance Rating Requirements) do not specifically
                                         exclude acts of terrorism, from coverage, or if they do, there exists a separate terrorism
                                         insurance policy related to the Mortgaged Property. If such an indication is found, it
                                         will be a Test pass.

        	Mortgage
                                         Loan Documents; Insurance coverage review document

        
	29b

         
	Review
                                         the insurance policy to determine if, as of the Cut-off Date, the related special all-risk
                                         insurance policy and business interruption policy specifically excluded acts of terrorism
                                         from coverage, and if such coverage is excluded, the related Mortgaged Property was not
                                         covered by a separate terrorism insurance policy. If not so determined, it will be a
                                         Test pass.

        	Mortgage
                                         Loan Documents; Insurance Policy

        
	29c

         
	Review
                                         the Mortgage Loan Documents for provisions that do not expressly waive or prohibit the
                                         Mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA (as defined
                                         in representation and warranty 29), or damages related thereto, except to the extent
                                         that any right to require such coverage may be limited by commercial availability on
                                         commercially reasonable terms, or as otherwise indicated on the applicable exhibit to
                                         the applicable Mortgage Loan Purchase Agreement, provided, that if TRIA or a similar
                                         or subsequent statute is not in effect, then, provided that terrorism insurance is commercially
                                         available, the borrower under each Mortgage Loan is required to carry terrorism insurance,
                                         but in such event the borrower shall not be required to spend on terrorism insurance
                                         coverage more than two times the amount of the

        	Mortgage
                                         Loan Documents

        




     Exhibit PP-2-30


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	purchase
    the maximum amount of terrorism insurance available with funds equal to such amount.	 	insurance
    premium that is payable in respect of the property and business interruption/rental loss insurance required under the related
    Mortgage Loan Documents (without giving effect to the cost of terrorism and earthquake components of such casualty and business
    interruption/rental loss insurance) at such time, and if the cost of terrorism insurance exceeds such amount, the borrower
    is required to purchase the maximum amount of terrorism insurance available with funds equal to such amount. If such provisions
    are not found, it will be a Test pass.	 
	30.
                                         Due on Sale or Encumbrance. Subject to specific exceptions set forth below, each
                                         Mortgage Loan contains a “due on sale” or other such provision for the acceleration
                                         of the payment of the unpaid principal balance of such Mortgage Loan if, without the
                                         consent of the holder of the Mortgage (which consent, in some cases, may not be unreasonably
                                         withheld) and/or complying with the requirements of the related Mortgage Loan documents
                                         (which provide for transfers without the consent of the lender which are customarily
                                         acceptable to the Mortgage Loan Seller lending on the security of property comparable
                                         to the related Mortgaged Property, including, without limitation, transfers of worn-out
                                         or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent
                                         value and functionality and transfers by leases entered into in accordance with the Mortgage
                                         Loan documents), (a) the related Mortgaged Property, or any equity interest of greater
                                         than 50% in the related borrower, is directly or indirectly pledged, transferred or sold
                                         (in each case, a “Transfer”), other than as related to (i) family and estate
                                         planning Transfers or Transfers upon death or legal incapacity, (ii) Transfers to certain
                                         affiliates as defined in the related Mortgage Loan documents, (iii) Transfers of less
                                         than, or other than, a controlling interest in the related borrower, (iv) Transfers to
                                         another holder of direct or indirect equity in the borrower, a specific Person designated
                                         in the related Mortgage Loan documents or a Person satisfying specific criteria identified

        	30a

         
	Review
                                         the Mortgage Loan Documents for “due on sale” or other such provisions for
                                         the acceleration of the payment of the unpaid principal balance of such Mortgage Loan
                                         in the circumstances described in the first sentence of representation and warranty 30.
                                         If such provisions are found, it will be a Test pass.

        	Mortgage
                                         Loan Documents

        
	30b

         
	Review
                                         the Mortgage Loan Documents for provisions that require that if Rating Agency fees are
                                         incurred in connection with the review of and consent to any transfer or encumbrance,
                                         the borrower is responsible for such payment along with all other reasonable fees and
                                         expenses incurred by the lender relative to such transfer or encumbrance. If such provisions
                                         are found, it will be a Test pass.

        	Mortgage
                                         Loan Documents

        




     Exhibit PP-2-31


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	in
    the related Mortgage Loan documents, such as a qualified equityholder, (v) Transfers of stock or similar equity units in publicly
    traded companies, (vi) a substitution or release of collateral within the parameters of representations and warranties 27
    and 32 or the exceptions thereto set forth in Exhibit D of the Mortgage Loan Purchase Agreement, or (vii) by reason of any
    mezzanine debt that existed at the origination of the related Mortgage Loan as set forth on the applicable exhibit of the
    Mortgage Loan Purchase Agreement, or future permitted mezzanine debt in each case as set forth on the applicable exhibit of
    the Mortgage Loan Purchase Agreement or (b) the related Mortgaged Property is encumbered with a subordinate lien or security
    interest against the related Mortgaged Property, other than (i) any Companion Loan or any subordinate debt that existed at
    origination and is permitted under the related Mortgage Loan documents, (ii) purchase money security interests, (iii) any
    Crossed Mortgage Loan as set forth on the applicable exhibit of the Mortgage Loan Purchase Agreement or (iv) Permitted Encumbrances.
    The Mortgage or other Mortgage Loan documents provide that to the extent any Rating Agency fees are incurred in connection
    with the review of and consent to any transfer or encumbrance, the borrower is responsible for such payment along with all
    other reasonable fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance.	 	 	 
	31.
                                         Single-Purpose Entity. Each Mortgage Loan requires the borrower to be a Single-Purpose
                                         Entity for at least as long as the Mortgage Loan is outstanding. Both the Mortgage Loan
                                         documents and the organizational documents of the borrower with respect to each Mortgage
                                         Loan with a Cut-off Date Stated Principal Balance in excess of $5 million provide that
                                         the borrower is a Single-Purpose Entity, and each Mortgage Loan with a Cut-off Date Stated
                                         Principal Balance of $20 million or more has a counsel’s opinion regarding non-consolidation
                                         of the borrower. For this purpose, a “Single-Purpose Entity” means
                                         an entity, other than an individual, whose organizational documents (or if the Mortgage
                                         Loan has a Cut-off Date Stated Principal

        	31a

         
	Review
                                         the Mortgage Loan Documents for provisions that require that the borrower to be a Single-Purpose
                                         Entity (as defined in representation and warranty 31) for at least as long as any Mortgage
                                         Loan is outstanding. If such provisions are found, it will be a Test pass.

        	Mortgage
                                         Loan Documents

        
	31b

         
	Review
                                         the Mortgage Loan Schedule for the Cut-off Date Stated Principal Balance of the Mortgage
                                         Loan. If the Mortgage Loan had a Cut-off Date Stated Principal Balance in excess of $5
                                         million, review the related Mortgage Loan Documents and the

        	Mortgage
                                         Loan Schedule; Mortgage Loan Documents; Borrower’s organizational documents

        




     Exhibit PP-2-32


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	Balance
    equal to $5 million or less, its organizational documents or the related Mortgage Loan documents) provide substantially to
    the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties
    securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties,
    and whose organizational documents further provide, or which entity represented in the related Mortgage Loan documents, substantially
    to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged
    Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Mortgage
    Loan documents, that it has its own books and records and accounts separate and apart from those of any other person (other
    than a borrower for a Crossed Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any
    other person or entity.	 	borrower’s
    organizational documents for provisions that require the borrower to be a Single-Purpose Entity. If the provisions exist,
    it will be a Test pass.	 
	31c

         
	Review
                                         the Mortgage Loan Schedule for the Cut-off Date Stated Principal Balance of the Mortgage
                                         Loan. If the Mortgage Loan had a Cut-off Date Stated Principal Balance in excess of $20
                                         million, review the Borrower’s Counsel Opinion regarding non- consolidation of
                                         the borrower. If such an opinion is found, it will be a Test pass.

        	Mortgage
                                         Loan Schedule; Borrower’s Counsel Opinion

        
	32.
                                         Defeasance. With respect to any Mortgage Loan that, pursuant to the Mortgage Loan
                                         documents, can be defeased (a “Defeasance”), (i) the Mortgage Loan
                                         documents provide for Defeasance as a unilateral right of the borrower, subject to satisfaction
                                         of conditions specified in the Mortgage Loan documents; (ii) the Mortgage Loan cannot
                                         be defeased within two years after the Closing Date; (iii) the borrower is permitted
                                         to pledge only United States “government securities” within the meaning of
                                         Section 1.860G-2(a)(8)(ii) of the Treasury Regulations, the revenues from which will,
                                         in the case of a full Defeasance, be sufficient to make all scheduled payments under
                                         the Mortgage Loan when due, including the entire remaining principal balance on the maturity
                                         date (or on or after the first date on which payment may be made without payment of a
                                         yield maintenance charge or prepayment penalty) or, if the Mortgage Loan is an ARD Loan,
                                         the entire principal balance outstanding on the Anticipated Repayment Date (or on or
                                         after the first date on which payment may be made without payment of a yield maintenance
                                         charge or prepayment penalty), and if the Mortgage Loan permits partial releases of real
                                         property in connection with

        	32

         
	Review
                                         the Mortgage Loan Documents for provisions allowing the Mortgage Loan to be defeased,
                                         and if so, whether such Mortgage Loan Documents contain the provisions described in clauses
                                         (i) through (vii) of representation and warranty 32. If such provisions are found, it
                                         will be a Test pass.

        	Mortgage
                                         Loan Documents

        




     Exhibit PP-2-33


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	partial
    Defeasance, the revenues from the collateral will be sufficient to pay all such scheduled payments calculated on a principal
    amount equal to a specified percentage at least equal to the lesser of (a) 110% of the allocated loan amount for the real
    property to be released and (b) the outstanding principal balance of the Mortgage Loan; (iv) the borrower is required to provide
    a certification from an independent certified public accountant that the collateral is sufficient to make all scheduled payments
    under the Mortgage Note as set forth in clause (iii) above; (v) if the borrower would continue to own assets in addition to
    the defeasance collateral, the portion of the Mortgage Loan secured by defeasance collateral is required to be assumed (or
    the mortgagee may require such assumption) by a Single-Purpose Entity; (vi) the borrower is required to provide an opinion
    of counsel that the mortgagee has a perfected security interest in such collateral prior to any other claim or interest; and
    (vii) the borrower is required to pay all rating agency fees associated with Defeasance (if rating confirmation is a specific
    condition precedent thereto) and all other reasonable expenses associated with Defeasance, including, but not limited to,
    accountant’s fees and opinions of counsel.	 	 	 
	33.
                                         Fixed Interest Rates. Each Mortgage Loan bears interest at a rate that remains
                                         fixed throughout the remaining term of such Mortgage Loan, except in the case of ARD
                                         Loans and situations where default interest is imposed.

        	33

         
	Review
                                         the Mortgage Loan Documents for an indication that the loan has a fixed interest rate
                                         that remains fixed throughout the term of such Mortgage Loan, except in the case of ARD
                                         Loans and situations where default interest is imposed. If such an indication is found,
                                         it will be a Test pass.

        	Mortgage
                                         Loan Documents

        
	34.
                                         Ground Leases. For purposes of the Mortgage Loan Purchase Agreement, a “Ground
                                         Lease” will mean a lease creating a leasehold estate in real property where
                                         the fee owner as the ground lessor conveys for a term or terms of years its entire interest
                                         in the land, or with respect to air rights leases, the air, and buildings and other improvements,
                                         if any, comprising the premises demised under such lease to the ground lessee (who may,
                                         in certain circumstances, own the building and

        	34a

         
	Review
                                         the appraisal to determine if the Mortgage Loan is secured by a Ground Lease (as defined
                                         in representation and warranty 34), in whole or in part. If so, review the Title Policy
                                         and Mortgage Loan Documents for an indication that the related Mortgage does not also
                                         encumber the lessor’s fee interest in the Mortgaged Property. If such an indication
                                         exists, proceed to Tests 34b through 34q.

        	Appraisal;
                                         Title Policy; Mortgage Loan Documents

        




     Exhibit PP-2-34


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	improvements
                                         on the land), subject to the reversionary interest of the ground lessor as fee owner
                                         and does not include industrial development agency (IDA) or similar leases for purposes
                                         of conferring a tax abatement or other benefit.

                                                                                                                                                                                  


        With
        respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or
        in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property,
        based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor
        of the Mortgage Loan Seller, its successors and assigns, the Mortgage Loan Seller represents and warrants that:

         


        (a)       The
        Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form
        that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received
        from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict
        the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially
        adversely affect the security provided by the related Mortgage;

         


        (b) The
        lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease)
        that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without
        the prior written consent of the lender, and no such consent has been granted by the Mortgage Loan Seller since the origination
        of the Mortgage Loan except as reflected in any written instruments which are included in the related Mortgage File;

         


        (c)
        The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances,
        may be exercised, and will be enforceable, by

         
	34b

         
	Review
                                         the Title Policy and Mortgage Loan Documents for an indication that the Ground Lease
                                         or memorandum has been recorded or submitted for recordation. If such indication is found,
                                         it will be a Test pass.

        	Title
                                         Policy; Mortgage Loan Documents

        
	34c

         
	Review
                                         the Ground Lease and any estoppel or other agreement received from the ground lessor
                                         for an indication that the interest of the lessee is permitted to be encumbered by the
                                         Mortgage and does not restrict the use of the Mortgaged Property by such lessee, its
                                         successors or assigns in a manner that would adversely affect the security provided by
                                         the Mortgage. If such indication is found, it will be a Test pass.

        	Ground
                                         Lease; estoppel or other agreement received from ground lessor

         

	34d

         
	Review
                                         the Ground Lease received from the ground lessor for a provision that the Ground Lease
                                         may not be amended or modified or canceled or terminated without the prior written consent
                                         of the lender, and no such consent has been granted by the Mortgage Loan Seller since
                                         the origination of the Mortgage Loan except as reflected in any written instruments which
                                         are included in the related Mortgage File. Review the MS Servicer Notices for an indication
                                         of such consent granted by the Mortgage Loan Seller since the origination of the Mortgage
                                         Loan except as reflected in any instruments including in the related Mortgage File. If
                                         such a provision is found and no indication is found, it will be a Test pass.

        	Ground
                                         Lease; MS Servicer Notices; estoppel or other agreement received from ground lessor

        
	34e

         
	Review
                                         the Ground Lease and any estoppel or other agreement received from the ground lessor
                                         for an indication that it has an original term (or an original term plus one or more
                                         optional renewal terms, which, under all circumstances, may be exercised, and will be
                                         enforceable, by either borrower or the Mortgagee)

        	Ground
                                         Lease; estoppel or other agreement received from ground lessor

         





     Exhibit PP-2-35


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	either
                                                                                                                                    borrower or the mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10
                                                                                                                                    years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage
                                                                                                                                    Loan that accrues on an actual 360 basis, substantially amortizes);

                                                                                                                                                                                  


        (d) The
        Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage,
        except for the related fee interest of the ground lessor and the Permitted Encumbrances, or (ii) is subject to a subordination,
        non-disturbance and attornment agreement to which the mortgagee on the lessor’s fee interest in the Mortgaged Property
        is subject;

         


        (e)       The
        Ground Lease does not place commercially unreasonable restrictions on the identity of the Mortgagee and the Ground Lease
        is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder,
        and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and
        assigns without the consent of the lessor;

         


        (f)
        The Mortgage Loan Seller has not received any written notice of material default under or notice of termination of such
        Ground Lease. To the Mortgage Loan Seller’s knowledge, there is no material default under such Ground Lease and
        no condition that, but for the passage of time or giving of notice, would result in a material default under the terms
        of such Ground Lease and to the Mortgage Loan Seller’s knowledge, such Ground Lease is in full force and effect
        as of the Closing Date;

         


        (g)       The
        Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the lender written
        notice of any default, and provides that no notice of default or termination is effective against the lender unless such
        notice is given to the lender;

        	 	that
                                                                                                                                                          extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or ten years past the stated maturity
                                                                                                                                                          if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual
                                                                                                                                                          360 basis, substantially amortizes). If such an indication is found, it will be a Test pass.

        	 
	34f

         
	Review
                                         the Title Policy for an indication that the Ground Lease is either (i) is not subject
                                         to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except
                                         for the related fee interest of the ground lessor and the Permitted Encumbrances, or
                                         (ii) is subject to a subordination, non-disturbance and attornment agreement to which
                                         the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject.
                                         If either indication is found, it will be a Test pass.

        	Title
                                         Policy; SNDA

        
	34g

         
	Review
                                         the Ground Lease and any estoppel or other agreement received from the ground lessor
                                         for an indication that the Ground Lease does not place commercially unreasonable restrictions
                                         on the identity of the Mortgagee and the Ground Lease is assignable to the holder of
                                         the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder.
                                         If such indication is found, it will be a Test pass.

        	Ground
                                         Lease; estoppel

        
	34h

         
	Review
                                         the Ground Lease for an indication that in the event it is so assigned, it is further
                                         assignable by the holder of the Mortgage Loan and its successors and assigns without
                                         the consent of the lessor. If such indication is found, it will be a Test pass.

        	Ground
                                         Lease

        
	34i

         
	Review
                                         the MS Servicer Notices for notation that the Mortgage Loan Seller has received any written
                                         notice of material default under or notice of termination of

         
	MS
                                         Servicer Notices

        




     Exhibit PP-2-36


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	(h)       A
                                         lender is permitted a reasonable opportunity (including, where necessary, sufficient
                                         time to gain possession of the interest of the lessee under the Ground Lease through
                                         legal proceedings) to cure any default under the Ground Lease which is curable after
                                         the lender’s receipt of notice of any default before the lessor may terminate the
                                         Ground Lease;

                                                                                                                                                                                                     


        (i)       The
        Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by the Mortgage
        Loan Seller in connection with loans originated for securitization;

         


        (j)       Under
        the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage
        (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s
        interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total
        loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part
        of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the
        related Mortgage Loan documents) the lender or a trustee appointed by it having the right to hold and disburse such proceeds
        as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together
        with any accrued interest;

         


        (k)       In
        the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement
        and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable
        to ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged
        Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance
        of the Mortgage Loan, together with any accrued interest; and

        	 	such
Ground Lease. If no such notation is found, it will be a Test pass.

        	 
	34j

         
	Review
                                         the MS Servicer Notices for notation that to the Mortgage Loan Seller’s knowledge,
                                         there is a material default under such Ground Lease or condition that, but for the passage
                                         of time or giving of notice, would result in a material default under the terms of such
                                         Ground Lease. If no such notation is found, it will be a Test pass.

        	MS
                                         Servicer Notices

        
	34k

         
	Review
                                         the MS Servicer Notices for a notation that to the Mortgage Loan Seller’s knowledge,
                                         such Ground Lease was not in full force and effect as of the Closing Date. If no such
                                         notation is found, it will be a Test pass.

        	MS
                                         Servicer Notices

        
	34l

         
	Review
                                         the Ground Lease and any ancillary agreement between the lessor and lessee for provisions
                                         that the lessor is required to give to the lender written notice of any default, and
                                         provide that no notice of default or termination is effective against the lender unless
                                         such notice is given to the lender. If such provisions are found, it will be a Test pass.

        	Ground
                                         Lease; ancillary agreement

        
	34m

         
	Review
                                         the Ground Lease and Related Documents for provisions that the lender is permitted a
                                         reasonable opportunity (including, where necessary, sufficient time to gain possession
                                         of the interest of the lessee under the Ground Lease through legal proceedings) to cure
                                         any default under the Ground Lease which is curable after the lender’s receipt
                                         of notice of any default before the lessor may terminate the Ground Lease. If such provisions
                                         are found, it will be a Test pass.

        	Ground
                                         Lease and Related Documents

        
	34n

         
	Review
                                         the Ground Lease for provisions that impose any commercially unreasonable restrictions
                                         on

        	Ground
                                         Lease

        




     Exhibit PP-2-37


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	(l)       Provided
                                         that the lender cures any defaults which are susceptible to being cured, the ground lessor
                                         has agreed to enter into a new lease with lender upon termination of the Ground Lease
                                         for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.

        	 	subletting
    in connection with loans originated for securitization. If no such provisions are found, it will be a Test pass.	 
	34o

         
	Review
                                         the Ground Lease and any estoppel or other agreement received from the ground lessor
                                         and the related Mortgage and the Mortgage Loan Documents for an indication that any related
                                         insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s
                                         interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of
                                         a total or substantially total loss or taking as addressed in clause (34(k)) will be
                                         applied either to the repair or to restoration of all or part of the related Mortgaged
                                         Property with (so long as such proceeds are in excess of the threshold amount specified
                                         in the related Mortgage Loan Documents) the lender or a trustee appointed by it having
                                         the right to hold and disburse such proceeds as repair or restoration progresses, or
                                         to the payment of the outstanding principal balance of the Mortgage Loan, together with
                                         any accrued interest. If such indications are found, it will be a Test pass.

        	Ground
                                         Lease; estoppel or other agreement received from ground lessor; Mortgage Loan Documents

        
	34p

         
	Review
                                         the Ground Lease and any estoppel or other agreement received from ground lessor and
                                         the Mortgage Loan Documents for an indication that, in the case of a total or substantially
                                         total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement
                                         and the related Mortgage (taken together), any related insurance proceeds, or portion
                                         of the condemnation award allocable to the ground lessee’s interest in respect
                                         of a total or substantially total loss or taking of the related Mortgaged Property to
                                         the extent not applied to restoration, will be applied first to the payment of the outstanding
                                         principal balance of the Mortgage Loan, together with any accrued interest. If such an
                                         indication is

        	Ground
                                         Lease; estoppel or other agreement received from ground lessor; Mortgage Loan Documents

        




     Exhibit PP-2-38


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	found,
    it will be a Test pass.	 
	34q

         
	Review
                                         the Ground Lease for provisions that, provided that the lender cures any defaults which
                                         are susceptible to being cured, the ground lessor has agreed to enter into a new lease
                                         with the lender upon termination of the Ground Lease for any reason, including rejection
                                         of the Ground Lease in a bankruptcy proceeding. If such provisions are found, it will
                                         be a Test pass.

        	Ground
                                         Lease

        
	35.
                                         Servicing. The servicing and collection practices used by the Mortgage Loan Seller
                                         with respect to the Mortgage Loan have been, in all respects, legal and have met customary
                                         industry standards for servicing of commercial loans for conduit loan programs.

        	35

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claims or assertions
                                         to the effect that the servicing and collection practices used by the Mortgage Loan Seller
                                         with respect to the Mortgage Loan was not in all material respects legal, or in accordance
                                         customary industry standards for servicing of commercial loans for conduit loan programs.
                                         If such a notation or other indication is not found, it will be a Test pass.

        	MS
                                         Servicer Notices

        
	36.
                                         Origination and Underwriting. The origination practices of the Mortgage Loan Seller
                                         (or the related originator if the Mortgage Loan Seller was not the originator) with respect
                                         to each Mortgage Loan have been, in all material respects, legal and as of the date of
                                         its origination, such Mortgage Loan and the origination thereof complied in all material
                                         respects with, or was exempt from, all requirements of federal, state or local law relating
                                         to the origination of such Mortgage Loan; provided that such representation and warranty
                                         does not address or otherwise cover any matters with respect to federal, state or local
                                         law otherwise covered in the applicable exhibit to the Mortgage Loan Purchase Agreement.

        	36

         
	Review
                                         the MS Servicer Notices for notation to the effect that the origination practices of
                                         the Mortgage Loan Seller (or the related originator if the Mortgage Loan Seller was not
                                         the originator) with respect to each Mortgage Loan have not been, in all material respects,
                                         legal and as of the date of its origination, such Mortgage Loan, or the origination thereof
                                         did not comply in all material respects with, or was exempt from, all requirements of
                                         federal, state or local law relating to the origination of such Mortgage Loan; provided
                                         that representation and warranty 36 does not address or otherwise cover any matters with
                                         respect to federal, state or local law otherwise covered in the applicable exhibit to
                                         the Mortgage Loan Purchase Agreement. If no such notation is found, it will be a Test
                                         pass.

        	MS
                                         Servicer Notices; Mortgage Loan Purchase Agreement

        




     Exhibit PP-2-39


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	37.
                                         No Material Default; Payment Record. No Mortgage Loan has been more than 30 days
                                         delinquent, without giving effect to any grace or cure period, in making required payments
                                         since origination, and no Mortgage Loan is more than 30 days delinquent (beyond any applicable
                                         grace or cure period) in making required payments as of the Closing Date. To the Mortgage
                                         Loan Seller’s knowledge, there is (a) no material default, breach, violation or
                                         event of acceleration existing under the related Mortgage Loan, or (b) no event (other
                                         than payments due but not yet delinquent) which, with the passage of time or with notice
                                         and the expiration of any grace or cure period, would constitute a material default,
                                         breach, violation or event of acceleration, which default, breach, violation or event
                                         of acceleration, in the case of either clause (a) or clause (b), materially and adversely
                                         affects the value of the Mortgage Loan or the value, use or operation of the related
                                         Mortgaged Property, provided, however, that this representation and warranty does not
                                         cover any default, breach, violation or event of acceleration that specifically pertains
                                         to or arises out of an exception scheduled to any other representation and warranty made
                                         by the Mortgage Loan Seller in the applicable exhibit to the Mortgage Loan Purchase Agreement.
                                         No person other than the holder of such Mortgage Loan may declare any event of default
                                         under the Mortgage Loan or accelerate any indebtedness under the Mortgage Loan documents.

        	37a

         
	Review
                                         the MS Servicer Notices for notation that (i) the Mortgage Loan has been more than 30
                                         days delinquent, giving effect to any grace or cure period, in making required payments
                                         as of the Closing Date, or (ii) the Mortgage Loan was delinquent beyond any applicable
                                         grace or cure periods as of the Cut-off Date. If no such notation is found, it will be
                                         a Test pass.

        	MS
                                         Servicer Notices

        
	37b

         
	Review
                                         the MS Servicer Notices for notation of the Mortgage Loan Seller’s knowledge of
                                         (a) a material default, breach, violation or event of acceleration existing under the
                                         related Mortgage Loan, or (b) an event (other than payments due but not yet delinquent)
                                         which, with the passage of time or with notice and the expiration of any grace or cure
                                         period, would constitute a material default, breach, violation or event of acceleration,
                                         which default, breach, violation or event of acceleration in the case of either clause
                                         (a) or clause (b), materially and adversely affects the value of the Mortgage Loan or
                                         the value, use or operation of the related Mortgaged Property. If no such notation is
                                         found, it will be a Test pass.

        	MS
                                         Servicer Notices

        
	38.
                                         Bankruptcy. As of the date of origination of the related Mortgage Loan and, to
                                         the Mortgage Loan Seller’s knowledge as of the Cut-off Date, no borrower, guarantor
                                         or tenant occupying a single tenant property is a debtor in state or federal bankruptcy,
                                         insolvency or similar proceeding.

        	38

         
	Review
                                         the Lexis/Nexis (or comparable search) and the MS Servicer Notices for an indication
                                         that a borrower, guarantor or tenant occupying a single- tenant property was a debtor
                                         in, a state or federal bankruptcy, insolvency or similar proceeding. If no such indication
                                         or notation is found, it will be a Test pass.

        	Lexis/Nexis
                                         (or comparable) search; MS Servicer Notices

        
	39.
                                         Organization of Borrower. With respect to each Mortgage Loan, in reliance on certified
                                         copies of the organizational documents of the borrower delivered by the borrower in

        	39a

         
	Review
                                         the organizational documents of the borrower to determine if there are certified copies
                                         indicating that the borrower is an entity organized under the

        	Organizational
                                         Documents of the Borrower

        




     Exhibit PP-2-40


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	connection
    with the origination of such Mortgage Loan, the borrower is an entity organized under the laws of a state of the United States
    of America, the District of Columbia or the Commonwealth of Puerto Rico. Except with respect to any Crossed Mortgage Loan,
    no Mortgage Loan has a borrower that is an Affiliate of another borrower under another Mortgage Loan. (An “Affiliate”
    for purposes of this paragraph (39) means, a borrower that is under direct or indirect common ownership and control with another
    borrower.)	 	laws
    of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico. If such indication
    is found, it will be a Test pass.	 
	39b

         
	Review
                                         the MS Servicer Notices to determine if there is any indication that, except with respect
                                         to any Mortgage Loan that is a cross-collateralized and Crossed Mortgage Loan, no Mortgage
                                         Loan has a borrower that is an affiliate of another borrower under another Mortgage Loan.
                                         If such an indication is found, it will be a Test pass.

        	MS
                                         Servicer Notices; Prospectus

        
	40.
                                         Environmental Conditions. A Phase I environmental site assessment (or update of
                                         a previous Phase I and or Phase II site assessment) and, with respect to certain Mortgage
                                         Loans, a Phase II environmental site assessment (collectively, an “ESA”)
                                         meeting ASTM requirements conducted by a reputable environmental consultant in connection
                                         with such Mortgage Loan within 12 months prior to its origination date (or an update
                                         of a previous ESA was prepared), and such ESA either (i) did not identify the existence
                                         of recognized environmental conditions (as such term is defined in ASTM E1527-13 or its
                                         successor, hereinafter “Environmental Condition”) at the related Mortgaged
                                         Property or the need for further investigation with respect to any Environmental Condition
                                         that was identified, or (ii) if the existence of an Environmental Condition or need for
                                         further investigation was indicated in any such ESA, then at least one of the following
                                         statements is true: (A) an amount reasonably estimated by a reputable environmental consultant
                                         to be sufficient to cover the estimated cost to cure any material noncompliance with
                                         applicable environmental laws or the Environmental Condition has been escrowed by the
                                         related borrower and is held or controlled by the related lender; (B) if the only Environmental
                                         Condition relates to the presence of asbestos-containing materials, radon in indoor air,
                                         lead based paint or lead in drinking water, and the only recommended

        	40a

         
	Review
                                         any ESA (as defined in representation and warranty 40) for indication that it met the
                                         ASTM requirements and was conducted by a reputable environmental consultant within 12
                                         months prior to the origination date of the Mortgage Loan (or an update of a previous
                                         ESA prepared). If such an indication is found, it will be a Test pass.

        	ESA

        
	40b

         
	Review
                                         the ESA for an indication that it identified (i) the existence of a Recognized Environmental
                                         Condition at the related Mortgaged Property or (ii) the need for further investigation
                                         with respect to any Environmental Condition that was identified. If no such indication
                                         is found, it will be a Test pass.

        	ESA

        
	40c

         
	Review
                                         the ESA for an indication that it identified (i) the existence of a recognized environmental
                                         condition at the related Mortgaged Property or (ii) the need for further investigation
                                         with respect to any Environmental Condition that was identified. If such an indication
                                         is found, the following test procedures (subparts 40c-1 through 40c-6) will be performed.
                                         If any of the subparts indications are found, it will be a Test pass.

        	ESA;
                                         Escrow Statements; Mortgage Loan Documents

        




     Exhibit PP-2-41


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	action
    in the ESA is the institution of such a plan, an operations or maintenance plan has been required to be instituted by the
    related borrower that can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition identified
    in the related environmental report was remediated or abated in all material respects prior to the Cut-Off Date, and, if and
    as appropriate, a no further action or closure letter was obtained from the applicable governmental regulatory authority (or
    the Environmental Condition affecting the related Mortgaged Property was otherwise listed by such governmental authority as
    “closed” or a reputable environmental consultant has concluded that no further action is required); (D) a secured
    creditor environmental policy or a pollution legal liability insurance policy that covers liability for the Environmental
    Condition was obtained from an insurer or insurers rated no less than A- (or the equivalent) by Moody’s Investors Service,
    Inc., S&P Global Ratings and/or Fitch Ratings, Inc.; (E) a party not related to the borrower was identified as the responsible
    party for such Environmental Condition and such responsible party has financial resources reasonably estimated to be adequate
    to address the situation; or (F) a party related to the borrower having financial resources reasonably estimated to be adequate
    to address the situation is required to take action. To the Mortgage Loan Seller’s knowledge, except as set forth in
    the ESA, there is no Environmental Condition (as such term is defined in ASTM E1527-13 or its successor) at the related Mortgaged
    Property.	 	1.
                                         Review escrow statements for an indication that an amount reasonably estimated by a reputable
                                         environmental consultant to be sufficient to cover the estimated cost to cure any material
                                         noncompliance with applicable environmental laws or the environmental condition has been
                                         escrowed by the borrower and is held by the related Mortgagee.

        	Escrow
                                         statements

        
	 	2.
                                         Review the ESA for an indication that if the only Environmental Condition relates to
                                         the presence of asbestos-containing materials, radon in indoor air or lead based paint
                                         or lead in drinking water, the only recommended action in the ESA is the institution
                                         of such a plan, and if so, a review of the Mortgage Loan Documents indicates that an
                                         operations or maintenance plan has been required to be instituted by the related borrower
                                         that, based on the ESA, can reasonably be expected to mitigate the identified risk.

        	ESA;
                                         Mortgage Loan Documents

        
	 	3.
                                         Review any no further action or closure letter from the applicable governmental regulatory
                                         authority or a reputable environmental consultant for an indication that any Environmental
                                         Condition identified in the ESA was remediated or abated in all material respects prior
                                         to the Cut-off Date.

        	No
                                         further action or closure letter regarding Environmental Condition

        
	 	4.
                                         Review the insurance coverage review documents for an indication that a secured creditor
                                         environmental policy or a pollution legal liability insurance policy that covers liability
                                         for the Environmental Condition was obtained from an insurer or insurers rated no less
                                         than A- (or the equivalent) by Moody’s Investors Service, Inc., S&P Global
                                         Ratings and/or Fitch Ratings, Inc.

        	Insurance
                                         coverage review documents

        
	 	5.
                                         Review the Mortgage Loan Documents for an indication that a party not related to the
                                         borrower was

        	Mortgage
                                         Loan Documents

        




     Exhibit PP-2-42


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	identified
    as the responsible party for the Environmental Condition and such responsible party has financial resources considered by
    the Mortgage Loan Seller to be adequate to address the situation.	 
	 	6.
                                         Review the Mortgage Loan Documents for an indication that a party related to the borrower
                                         having financial resources estimated by the Mortgage Loan Seller to be adequate to address
                                         the situation is required to take action.

        	Mortgage
                                         Loan Documents

        
	40d

         
	Review
                                         the MS Servicer Notices for notation of the Mortgage Loan Seller’s knowledge of
                                         any environmental condition at the Mortgaged Property other than any set forth in the
                                         ESA or in the Prospectus. If no such notation is found, it will be a Test pass.

        	MS
                                         Servicer Notices; ESA

        
	41.
                                         Appraisal. The Servicing File contains an appraisal of the related Mortgaged Property
                                         with an appraisal date within 6 months of the Mortgage Loan origination date, and within
                                         12 months of the Closing Date. The appraisal is signed by an appraiser who is either
                                         a Member of the Appraisal Institute (“MAI”) and/or has been licensed
                                         and certified to prepare appraisals in the state where the Mortgaged Property is located.
                                         Each appraiser has represented in such appraisal or in a supplemental letter that the
                                         appraisal satisfies the requirements of the “Uniform Standards of Professional
                                         Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal
                                         Foundation and has certified that such appraiser had no interest, direct or indirect,
                                         in the Mortgaged Property or the borrower or in any loan made on the security thereof,
                                         and its compensation is not affected by the approval or disapproval of the Mortgage Loan.

        	41a

         
	Review
                                         the appraisal to determine if it was dated within 6 months of the Mortgage Loan origination
                                         date and within 12 months of the Closing Date. If so determined, it will be a Test pass.

        	Appraisal

        
	41b

         
	Review
                                         the appraisal to determine if it includes an appraiser's certification or supplemental
                                         letter that indicates that the appraiser had no interest, direct or indirect, in the
                                         borrower, the Mortgaged Property or any loan made on the security of the Mortgaged Property.
                                         If so determined, it will be a Test pass.

        	Appraisal

        
	41c

         
	Review
                                         the appraisal to determine if it signed by an appraiser who is a Member of the Appraisal
                                         Institute (“MAI”) and/or has been licensed and certified to prepare
                                         appraisals in the state where the Mortgaged Property is located, and that the appraiser's
                                         compensation is not affected by the approval or disapproval of the Mortgage Loan. If
                                         so determined, it will be a Test pass.

        	Appraisal

        




     Exhibit PP-2-43


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	 	41d

         
	Review
                                         the appraisal to determine if it includes documentation in the appraisal or a letter
                                         that the appraisal satisfies the requirements of the “Uniform Standards of Professional
                                         Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal
                                         Foundation. If so determined, it will be a Test pass.

        	Appraisal

        
	42.
                                         Mortgage Loan Schedule. The information pertaining to each Mortgage Loan which
                                         is set forth in the mortgage loan schedule attached as an Exhibit to the related Mortgage
                                         Loan Purchase Agreement is true and correct in all material respects as of the Cut-off
                                         Date and contains all information required by the Mortgage Loan Purchase Agreement to
                                         be contained therein.

        	42a

         
	Review
                                         the Mortgage Loan Schedule attached as an exhibit to the related Mortgage Loan Purchase
                                         Agreement and compare it to the corresponding information in (i) Annex A to the Prospectus
                                         (ii) Mortgage Loan Documents, (iii) PSA, and (iv) asset summary report to determine if
                                         there are discrepancies between the documents. If there are no such discrepancies, it
                                         will be a Test pass.

        	Mortgage
                                         Loan Schedule; Annex A to Prospectus; Mortgage Loan Documents; Pooling and Servicing
                                         Agreement; Asset summary report

        
	42b

         
	Compare
the information in the Mortgage Loan Schedule to the requirements of the PSA to determine if they match. If there are no discrepancies,
it will be a Test pass.

        	Mortgage
                                         Loan Schedule; PSA

        
	43.
                                         Cross-Collateralization. No Mortgage Loan is cross- collateralized or cross-defaulted
                                         with any mortgage loan that is outside the issuing entity, except (i) with respect to
                                         any Mortgage Loan that is part of a Whole Loan, any other mortgage loan that is part
                                         of such Whole Loan and (ii) with respect to any Crossed Mortgage Loan, any mortgage loan
                                         that is part of a Whole Loan that is cross-collateralized and cross-defaulted with such
                                         Mortgage Loan or with a Whole Loan of which such Mortgage Loan is a part.

        	43

         
	Review
                                         the Mortgage Loan Documents to determine if the Mortgage Loan is cross-collateralized
                                         or cross- defaulted with any other Mortgage Loan that is outside the Mortgage Pool, except
                                         (i) with respect to any Mortgage Loan that is part of a Whole Loan, any other mortgage
                                         loan that is part of such Whole Loan and (ii) with respect to any Crossed Mortgage Loan,
                                         any mortgage loan that is part of a Whole Loan that is cross-collateralized and cross-defaulted
                                         with such Mortgage Loan or with a Whole Loan of which such Mortgage Loan is a part. If
                                         not so determined, it will be a Test pass.

        	Mortgage
                                         Loan Documents

        
	44.
                                         Hospitality Provisions. The Loan Documents for each Mortgage Loan that is secured
                                         by a hospitality property operated

        	44a

         
	Review
                                         the appraisals to determine if any of the properties are specifically identified as hospitality

        	Appraisal;
                                         mortgage file; franchise agreement; Comfort

        




     Exhibit PP-2-44


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	pursuant
    to a franchise or license agreement includes an executed comfort letter or similar agreement signed by the related borrower
    and franchisor or licensor of such property that, subject to the applicable terms of such franchise or license agreement and
    comfort letter or similar agreement, is enforceable by the issuing entity (or, in the case of a Non- Serviced Mortgage Loan,
    by the related Non-Serviced Securitization Trust) against such franchisor or licensor either (A) directly or as an assignee
    of the originator, or (B) upon the Mortgage Loan Seller’s or its designee’s providing notice of the transfer of
    the Mortgage Loan to the issuing entity (or, in the case of a Non-Serviced Mortgage Loan, by the seller of the note which
    is contributed to the related Non-Serviced Securitization Trust or its designee providing notice of the transfer of such note
    to the related Non-Serviced Securitization Trust) in accordance with the terms of such executed comfort letter or similar
    agreement, which the Mortgage Loan Seller or its designee (except in the case of a Non-Serviced Mortgage Loan) will provide,
    or if neither (A) nor (B) is applicable, except in the case of a Non-Serviced Mortgage Loan, the Mortgage Loan Seller or its
    designee will apply for, on the issuing entity’s behalf, a new comfort letter or similar agreement as of the Closing
    Date. The mortgage or related security agreement for each Mortgage Loan secured by a hospitality property creates a security
    interest in the revenues of such property for which a UCC financing statement has been filed in the appropriate filing office.
    For the avoidance of doubt, no representation is made as to the perfection of any security interest in revenues to the extent
    that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements
    is required to effect such perfection.	 	properties.
    If so, review the Mortgage File to determine if there exists a franchise or license agreement and executed comfort letter
    or other similar agreement signed by the related borrower and franchisor or licensor that, subject to the applicable terms
    of such franchise or license agreement and comfort letter or similar agreement, is enforceable by the issuing entity against
    such franchisor or licensor, either (A) directly or as an assignee of the originator, or (B) upon the Mortgage Loan Seller’s
    or its designee’s providing notice of the transfer of the Mortgage Loan to the issuing entity in accordance with the
    terms of such executed comfort letter or similar agreement, which the Mortgage Loan Seller or its designee shall provide.
    If so determined with respect to each part of this Test, it will be a Test pass.	letter
    or similar agreement signed by or from such franchisor
	45.
                                         Advance of Funds by Mortgage Loan Seller. After origination, no advance of funds
                                         has been made by the Mortgage Loan Seller to the related borrower other than in accordance
                                         with the Mortgage Loan documents, and, to the Mortgage Loan Seller’s knowledge,
                                         no funds have been received from any person other than the related borrower or an affiliate
                                         for, or on

        	45a

         
	Review
                                         the MS Servicer Notices for a notation or other indication that an advancement of funds
                                         after origination had been made by the Mortgage Loan Seller to the related borrower other
                                         than in accordance with the Mortgage Loan Documents, or that funds have been received
                                         from any person other

        	MS
                                         Servicer Notices

        


Exhibit
PP-2-45


 




     Exhibit PP-2-45


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	account
    of, payments due on the Mortgage Loan (other than as contemplated by the Mortgage Loan documents, such as, by way of example
    and not in limitation of the foregoing, amounts paid by the tenant(s) into a lender-controlled lockbox if required or contemplated
    under the related lease or Mortgage Loan documents). Neither the Mortgage Loan Seller nor any affiliate thereof has any obligation
    to make any capital contribution to any borrower under a Mortgage Loan, other than contributions made on or prior to the Closing
    Date.	 	than
    the related borrower or an Affiliate for, or on account of, payments due on the Mortgage Loan (other than as contemplated
    by the Mortgage Loan Documents, such as, by way of example and not in limitation of the foregoing, amounts paid by the tenant(s)
    into a lender controlled lockbox if required or contemplated under the related lease or Mortgage Loan Documents). If such
    a notation or other indication is not found, it will be a Test pass.	 
	45b

         
	Review
                                         the Mortgage Loan Documents to determine if the Mortgage Loan Seller, or an Affiliate,
                                         has an obligation to make any capital contribution to the borrower under a Mortgage Loan,
                                         other than contributions made on or prior to the Closing Date. If not so determined,
                                         it will be a Test pass.

        	Mortgage
                                         Loan Documents

        
	46.
                                         Compliance with Anti-Money Laundering Laws. The Mortgage Loan Seller has complied
                                         in all material respects with all applicable anti-money laundering laws and regulations,
                                         including without limitation the USA Patriot Act of 2001 with respect to the origination
                                         of the Mortgage Loan, the failure to comply with which would have a material adverse
                                         effect on the Mortgage Loan.

        	46

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         that the Mortgage Loan Seller did not comply with its internal procedures with respect
                                         to all applicable anti- money laundering laws and regulations, including without limitation
                                         the USA Patriot Act of 2001 in connection with the origination of any Mortgage Loan,
                                         the failure to comply with which would have a material adverse effect on the Mortgage
                                         Loan. If such a notation or other indication is not found, it will be a Test pass.

        	MS
                                         Servicer Notices

        





 




     Exhibit PP-2-46


     


    

EXHIBIT
PP-3


 


JPMCB
ASSET REVIEW PROCEDURES


 


Pursuant
to the terms and subject to the conditions set forth in the Pooling and Servicing Agreement (“PSA”), the Asset
Representations Reviewer (“Asset Representations Reviewer”) shall perform an Asset Review with respect to each
representation and warranty made by the related Mortgage Loan Seller only with respect to each Delinquent Loan in accordance with
the procedures set forth below (each such procedure, a “Test”); provided, however, the Asset
Representations Reviewer may, but is under no obligation to, modify any Test and/or associated Review Materials described in this
Exhibit PP-3 if, and only to the extent, the Asset Representations Reviewer determines pursuant to the Asset Review Standard
that it is necessary to modify such Test and/or such associated Review Materials in order to facilitate its Asset Review in accordance
with the Asset Review Standard. Capitalized terms used herein but not defined herein have the meaning set forth in the PSA or,
solely with respect to a representation and warranty, the meaning set forth in the mortgage loan purchase agreement where JPMCB
is the Seller (the “JPMCB Mortgage Loan Purchase Agreement”). For the avoidance of doubt, in connection with
the performance of the following Tests:


 


(A)
      With respect to any representation and warranty that includes a knowledge qualifier (e.g., to the Mortgage Loan Seller’s
knowledge, etc.), the Asset Representations Reviewer shall not be responsible for any investigation or review beyond that set
forth in the applicable Test related to such representation and warranty;


 


(B)
       With respect to any representation and warranty that includes the examination of an insurance policy or Title Policy, the Asset
Representations Reviewer will be permitted to engage a qualified consultant to perform a review of the applicable policy, and
will be allowed to rely upon the conclusions of the consultant when making a determination as to whether there is a Test pass.


 


(C)
      The Asset Representations Reviewer shall be under no duty to provide or obtain a legal opinion, legal review or legal conclusion;


 


(D)       Unless
otherwise provided in the Test, the “as of” date for the testing of a representation is as of the Closing
Date;


 


(E)
       Unless otherwise provided in the Test, if there is more than one version of the same document with respect to a particular Mortgage
Loan or Mortgaged Property, the document that will be used by the Asset Representations Reviewer in testing is the document that
is dated as of the Closing Date or, if none, the document closest prior to the Closing Date;


 


(F)
      With respect to each representation and warranty and its related Test(s), the Asset Representations Reviewer shall take into account
any exceptions to such representation and warranty described in the JPMCB Mortgage Loan Purchase Agreement with respect to a Mortgage
Loan, and a Test pass shall be deemed to have occurred with respect to such Test if the sole reason for not satisfying the applicable
Test is caused by such exception(s);


  




     Exhibit PP-3-1


     


    

(G)
      Evidence of a failure of a Test could result from (i) an affirmative determination by the Asset Representations Reviewer that
the Test failed to achieve a Test pass, or (ii) a determination by the Asset Representations Reviewer that the documentation included
in the Review Materials (after making such request for any missing documents in the manner provided for in the PSA) is not sufficient
to perform the Test; and


 


(H)
      A determination by the Asset Representations Reviewer of a Test pass or a Test failure shall not constitute a determination by
the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should
enforce any rights it may have against the applicable Mortgage Loan Seller.


 


The
Asset Representations Reviewer will only be required to perform the Tests described in this Exhibit PP-3, and will not
be obligated to perform additional procedures on any Delinquent Loan, even if a different set of procedures or Review Materials
could produce a different outcome. Notwithstanding the required Tests, the Asset Representations Reviewer will not be required
to review any information other than (1) Review Materials specified in the related Test and (2) if applicable, Unsolicited Information.
The Asset Representations Reviewer may, but is under no obligation to, consider Unsolicited Information relevant to the Tests
subject to the terms of the PSA. If the Asset Representations Reviewer considers Unsolicited Information, the Asset Representations
Reviewer shall take into account such Unsolicited Information, in addition to the Review Materials referred to in the applicable
Test(s) procedure when making a determination as to whether there is a Test pass.





 




     Exhibit PP-3-2


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	1.       Complete
                                         Servicing File. All documents comprising the Servicing File will be or have been
                                         delivered to the Master Servicer with respect to each JPMCB Mortgage Loan by the deadlines
                                         set forth in the PSA and/or the Mortgage Loan Purchase Agreement.

        	1

         
	Review
                                         the Servicing File to determine if it includes a signed custodian certification that
                                         does not contain any exceptions reported. If so determined, it will be a Test pass.

         
	Servicing
                                         File; Custodian certification

        
	2.       Whole
                                         Loan; Ownership of Mortgage Loans. Except with respect to each JPMCB Mortgage Loan
                                         that is part of a Whole Loan, each JPMCB Mortgage Loan is a whole loan and not an interest
                                         in a JPMCB Mortgage Loan. Each JPMCB Mortgage Loan that is part of a Whole Loan is a
                                         senior portion (or a pari passu portion of a senior portion) of a whole mortgage loan.
                                         Immediately prior to the sale, transfer and assignment to depositor, no Mortgage Note
                                         or Mortgage was subject to any assignment (other than assignments to the Mortgage Loan
                                         Seller or, with respect to any JPMCB Mortgage Loan that is a Non- Serviced Mortgage Loan,
                                         to the related Non-Serviced Trustee), participation (other than with respect to Serviced
                                         JPMCB Mortgage Loans) or pledge, and the Mortgage Loan Seller had good and marketable
                                         title to, and was the sole owner of, each JPMCB Mortgage Loan free and clear of any and
                                         all liens, charges, pledges, encumbrances, participations (other than with respect to
                                         agreements among noteholders with respect to a Whole Loan) (subject to certain agreements
                                         regarding servicing and/or defeasance successor borrower rights as provided in the PSA,
                                         subservicing agreements permitted thereunder and that certain servicing rights purchase
                                         agreement, dated as of the Closing Date, between the Master Servicer and the Mortgage
                                         Loan Seller), any other ownership interests and other interests on, in or to such JPMCB
                                         Mortgage Loan (subject to certain agreements regarding servicing and/or defeasance successor
                                         borrower rights as provided in the PSA, subservicing agreements permitted thereunder
                                         and that certain servicing rights purchase agreement, dated as of the Closing Date, between
                                         the Master Servicer and the Mortgage Loan Seller). The Mortgage Loan Seller has full
                                         right and authority to sell, assign and transfer each JPMCB Mortgage Loan, and the assignment
                                         to depositor constitutes a legal, valid and

        	2a

         
	Except
                                         with regard to each JPMCB Mortgage Loan that is part of a Whole Loan, review the amounts
                                         listed on the original Mortgage Note and Mortgage to determine if they match the amounts
                                         listed on the Mortgage Loan Schedule. If the amounts are the same, then such JPMCB Mortgage
                                         Loan would be considered a whole loan. If there is more than one property then the Mortgage
                                         for each property would be need to be aggregated. If so determined, it will be a Test
                                         pass.

        	Mortgage
                                         Note; Mortgage; Mortgage Loan Schedule

        
	2b

         
	If
                                         the JPMCB Mortgage Loan is a Serviced Mortgage Loan or Non-Serviced Mortgage Loan, review
                                         the Mortgage(s), Mortgage Note, loan agreement related to the JPMCB Mortgage Loan (“Loan
                                         Agreement”), JPMCB Mortgage Loan guaranty, Assignment of Leases, and Environmental
                                         Indemnification Agreement (collectively, the “Mortgage Loan Documents”)
                                         or intercreditor agreement to determine if it is a senior portion (or a pari passu portion
                                         of a senior portion) of a whole Mortgage Loan. If so determined, it will be a Test pass.

        	JPMCB
                                         Mortgage Loan Documents; Intercreditor agreement

        
	2c

         
	Review
                                                                                                                                              any notice previously delivered by the master servicer or the special servicer, as applicable, of any alleged defect or
                                                                                                                                              breach with respect to any Delinquent Loan (collectively, the “MS Servicer Notices”) for a notation or
                                                                                                                                              other indication of any claim or assertion regarding the Mortgage Loan Seller not having good and marketable title to, or not
                                                                                                                                              being the sole owner of, the JPMCB Mortgage Loan,

        	MS
                                         Servicer Notices

        




     Exhibit PP-3-3


     


    




 


	Representations
    and Warranties	 	Test	Review
    Materials
	binding
                                                                                                                                                                                 assignment of such JPMCB Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any
                                                                                                                                                                                 nature encumbering such JPMCB Mortgage Loan (subject to certain agreements regarding servicing and/or defeasance successor
                                                                                                                                                                                 borrower rights as provided in the PSA, subservicing agreements permitted thereunder and that certain servicing rights
                                                                                                                                                                                 purchase agreement, dated as of the Closing Date, between the Master Servicer and the Mortgage Loan Seller).

        	 	free
    and clear of any and all liens, charges, pledges, encumbrances, participations (other than with respect to agreements among
    Mortgage Noteholders with respect to a Whole Loan), any other ownership interests and other interests on, in or to such JPMCB
    Mortgage Loan (subject to certain agreements regarding servicing and/or defeasance successor borrower rights as provided in
    the PSA, subservicing agreements permitted thereunder and that certain servicing rights purchase agreement, dated as of the
    Closing Date, between the Master Servicer and the Mortgage Loan Seller). If such a notation or other indication is not found,
    it will be a Test pass.	 
	2d

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         regarding the Mortgage Loan Seller not having the full right and authority to sell, assign
                                         and transfer the JPMCB Mortgage Loan. If such a notation or other indication is not found,
                                         it will be a Test pass.

        	MS
                                         Servicer Notices

        
	2e

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         regarding the assignment to the Depositor not constituting a legal, valid and binding
                                         assignment of such JPMCB Mortgage Loan as described in the last sentence of representation
                                         and warranty 2. If such a notation or other indication is not found, it will be a Test
                                         pass.

        	MS
                                         Servicer Notices

        
	3.       Loan
                                         Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a
                                         separate instrument), guaranty and other agreement executed by or on behalf of the related
                                         borrower, guarantor or other obligor in connection with such JPMCB Mortgage Loan is the
                                         legal, valid and binding obligation of the related borrower, guarantor or other obligor
                                         (subject to any non-recourse provisions contained in any of the foregoing agreements
                                         and any applicable state anti-deficiency or market value limit deficiency legislation),
                                         as applicable, and is

        	3a

         
	Review
                                         the opinion of borrower’s counsel (“Borrower’s Counsel Opinion”)
                                         to determine if it contains language indicating that the related Mortgage Note, Mortgage,
                                         assignment of leases (if a separate instrument), guaranty and other agreement executed
                                         by or on behalf of the related borrower, guarantor or other obligor in connection with
                                         such Mortgage Loan is the legal, valid and binding obligation of the related borrower,
                                         guarantor or other

        	Borrower’s
                                         Counsel Opinion

         





     Exhibit PP-3-4


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	enforceable
                                                                                                                                                                                 in accordance with its terms, except as such enforcement may be limited by (i) bankruptcy, insolvency, fraudulent transfer,
                                                                                                                                                                                 reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii)
                                                                                                                                                                                 general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law and
                                                                                                                                                                                 except that certain provisions in such Mortgage Loan documents (including, without limitation, provisions requiring the
                                                                                                                                                                                 payment of default interest, late fees or prepayment/yield maintenance premiums) may be further limited or rendered
                                                                                                                                                                                 unenforceable by applicable law) (clauses (i) and (ii) collectively, the “Insolvency
                                                                                                                                                                                 Qualifications”).

         


        Except
        as set forth in the immediately preceding sentences, there is no valid offset, defense, counterclaim or right of rescission
        available to the related borrower with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan
        documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud
        by the Mortgage Loan Seller in connection with the origination of the JPMCB Mortgage Loan, that would deny the mortgagee
        the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan documents.

        	 	obligor
    (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency
    or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except as specified
    in representation and warranty 3. If so determined, it will be a Test pass.	 
	3b

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         regarding rights of offset, defenses, counterclaims or rights of rescission available
                                         to the related borrower with respect to any of the related Mortgage Notes, Mortgages
                                         or other Mortgage Loan Documents, except with respect to any Insolvency Qualifications.
                                         If such a notation or other indication is not found, it will be a Test pass.

        	MS
                                         Servicer Notices

        
	4.       Mortgage
                                         Provisions. The Mortgage Loan documents for each JPMCB Mortgage Loan contain provisions
                                         that render the rights and remedies of the holder thereof adequate for the practical
                                         realization against the Mortgaged Property of the principal benefits of the security
                                         intended to be provided thereby, including realization by judicial or, if applicable,
                                         nonjudicial foreclosure subject to the limitations set forth in the Insolvency Qualifications.

        	4

         
	Review
                                         the Mortgage Loan Documents and Borrower’s Counsel Opinion to determine if the
                                         Mortgage Loan Documents contain provisions that render the rights and remedies of the
                                         holder thereof adequate for the practical realization against the Mortgaged Property
                                         of the principal benefits of the security intended to be provided thereby, including
                                         realization by judicial or, if applicable, nonjudicial foreclosure subject to the limitations
                                         set forth in the Insolvency Qualifications. If so determined, it will be a Test pass.

        	Mortgage
                                         Loan Documents; Borrower’s Counsel Opinion

        
	5.       Hospitality
                                         Provisions. The Mortgage Loan documents for each JPMCB Mortgage Loan that is secured
                                         by a hospitality

        	5a

         
	Review
                                         the appraisals to determine if any of the properties are specifically identified as hospitality

        	Appraisal;
                                         franchise agreement; Comfort letter or similar

        




     Exhibit PP-3-5


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	property
    operated pursuant to a franchise agreement includes an executed comfort letter or similar agreement signed by the borrower
    and franchisor of such property enforceable by the trust against such franchisor, either directly or as an assignee of the
    originator. The Mortgage or related security agreement for each JPMCB Mortgage Loan secured by a hospitality property creates
    a security interest in the revenues of such property for which a UCC financing statement has been filed in the appropriate
    filing office.	 	properties.
    If so, review the Mortgage File to determine if there exists a franchise agreement and executed comfort letter or other similar
    agreement signed by the borrower and franchisor that is enforceable by the trust against such franchisor, either directly
    or as an assignee of the originator. If so determined with respect to each part of the Test, it will be a Test pass.	agreement
    signed by or from such franchisor
	5b

         
	If
                                         the appraisals specifically identify any Mortgaged Properties as hospitality properties,
                                         review the security agreement for each Mortgaged Property to determine if there are provisions
                                         related to creating a security interest in the revenues of such property. Also, review
                                         the Mortgage File to determine if there exist filed copies (bearing evidence of filing)
                                         or evidence of filing of any related UCC financing statements, related amendments and
                                         continuation statements. If so determined with respect to each part of this Test, it
                                         will be a Test pass.

        	UCC
                                         filing; Appraisal; Mortgage File

        
	6.       Mortgage
                                         Status; Waivers and Modifications. Since origination and except by written instruments
                                         set forth in the related Mortgage File or as otherwise provided in the related Mortgage
                                         Loan documents (a)(1) to the knowledge of the Mortgage Loan Seller, after due inquiry,
                                         there has been no forbearance, waiver or modification of the material terms of the Mortgage
                                         Loan which such forbearance, waiver or modification relates to the COVID-19 emergency
                                         and (2) other than as related to the COVID-19 emergency, the material terms of such Mortgage,
                                         Mortgage Note, Mortgage Loan guaranty and related Mortgage Loan documents have not been
                                         waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded;
                                         (b) no related Mortgaged Property or any portion thereof has been released from the lien
                                         of the related Mortgage in any manner which materially interferes with the security intended
                                         to be provided by such Mortgage or the use or operation of such Mortgaged Property; and
                                         (c) borrower nor guarantor has been

        	6a

         
	Review
                                         the Mortgage Loan Documents and MS Servicer Notices for a notation or other indication
                                         of any claim or assertion that, since origination, there has been forbearance, waiver
                                         or modification of the material terms of the Mortgage Loan which such forbearance, waiver
                                         or modification relates to the COVID-19 emergency, except by written instruments set
                                         forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan
                                         Documents. If no such notation or other indication is found, it will


        be
        a Test pass.

        	Mortgage
                                         Loan Documents; MS Servicer Notices

        
	6b

         
	Review
                                         the Mortgage Loan Documents and MS Servicer Notices to determine if, other than as related
                                         to the COVID-19 emergency, the material terms of such documents have been waived, impaired,
                                         modified, altered, satisfied, cancelled, subordinated

        	Mortgage
                                         Loan Documents; MS Servicer Notices

        




     Exhibit PP-3-6


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	released
from its material obligations under the JPMCB Mortgage Loan.

        	 	or
                                                                                                                                                          rescinded in any respect, except by written instruments set forth in the related Mortgage File or as otherwise provided in
                                                                                                                                                          the related Mortgage Loan documents. If not so determined, it will be a Test pass.

        	 
	6c

         
	Review
                                         the MS Servicer Notices and Mortgage Loan Documents to determine if a related mortgaged
                                         property, or any portion thereof, has been released from the lien of the related Mortgage
                                         in any manner which materially interferes with the security intended to be provided by
                                         such Mortgage or the use or operation of such Mortgaged Property, except by written instruments
                                         set forth in the related Mortgage File or as otherwise provided in the related Mortgage
                                         Loan Documents. If not so determined, it will be a Test pass.

        	MS
                                         Servicer Notices; Mortgage Loan Documents

        
	6d

         
	Review
                                         the MS Servicer Notices for a notation or other indication that either the borrower or
                                         the guarantor has been released from its obligations under the JPMCB Mortgage Loan, except
                                         by written instruments set forth in the related Mortgage File or as otherwise provided
                                         in the related Mortgage Loan Documents. If such a notation or other indication is not
                                         found, it will be a Test pass.

        	MS
                                         Servicer Notices

        
	7.       Lien;
                                         Valid Assignment. Subject to the Insolvency Qualifications, each endorsement and
                                         assignment of Mortgage and assignment of Assignment of Leases (if a separate instrument
                                         from the Mortgage) to the issuing entity (or, with respect to any JPMCB Mortgage Loan
                                         that is a Non-Serviced Mortgage Loan, to the related Non-Serviced Trustee) constitutes
                                         a legal, valid and binding endorsement or assignment to the issuing entity (or, with
                                         respect to any JPMCB Mortgage Loan that is a Non-Serviced Mortgage Loan, to the related
                                         Non-Serviced Trustee). Each related Mortgage and Assignment of Leases is freely assignable
                                         without the consent of the related borrower. Each related

        	7a

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         regarding any endorsement and assignment of Mortgage and Assignment of Leases not constituting
                                         a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, subject
                                         to the Insolvency Qualifications. If such a notation or other indication is not found,
                                         it will be a Test pass.

        	MS
                                         Servicer Notices

        
	7b

         
	Review
                                         the Mortgage for each property and the Assignment of Leases for each property for

        	Mortgage;
                                         Assignment of Leases

        




     Exhibit PP-3-7


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	Mortgage
                                         is a legal, valid and enforceable first lien on the related borrower’s fee (or
                                         if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property
                                         in the principal amount of such JPMCB Mortgage Loan or allocated loan amount (subject
                                         only to Permitted Encumbrances (as defined below)), except as the enforcement thereof
                                         may be limited by the Insolvency Qualifications. Such Mortgaged Property (subject to
                                         Permitted Encumbrances) as of origination was, and as of the Cut- off Date to the Mortgage
                                         Loan Seller’s knowledge, is free and clear of any recorded mechanics’ liens,
                                         recorded materialmen’s liens and other recorded encumbrances, and to the Mortgage
                                         Loan Seller’s knowledge and subject to the rights of tenants, no rights exist which
                                         under law could give rise to any such lien or encumbrance that would be prior to or equal
                                         with the lien of the related Mortgage, except those which are insured against by a lender’s
                                         title insurance policy (as described below). Any security agreement, chattel mortgage
                                         or equivalent document related to and delivered in connection with the JPMCB Mortgage
                                         Loan establishes and creates a valid and enforceable lien on property described therein
                                         subject to Permitted Encumbrances, except as such enforcement may be limited by Insolvency
                                         Qualifications subject to the limitations described in representation and warranty 11
                                         below. Notwithstanding anything herein to the contrary, no representation is made as
                                         to the perfection of any security interest in rents or other personal property to the
                                         extent that possession or control of such items or actions other than the filing of Uniform
                                         Commercial Code financing statements is required in order to effect such perfection.

                                                                                                                                                                                  


        The
        assignment of the JPMCB Mortgage Loans to the Depositor validly and effectively transfers and conveys all legal and beneficial
        ownership of the JPMCB Mortgage Loans to the Depositor free and clear of any pledge, lien, encumbrance or security interest
        (subject to certain agreements regarding servicing as provided in the PSA, subservicing agreements permitted thereunder
        and that certain servicing rights purchase agreement, dated as of the Closing Date, between the Master Servicer and the
        Mortgage Loan Seller).

        	 	provisions
    to the effect that the related Mortgage and Assignment of Leases is not freely assignable without the consent of the related
    Borrower. If no such provision is found, it will be a Test pass.	 
	7c

         
	Review
                                         the title policy (as defined in representation and warranty 8, the “Title Policy”)
                                         to determine if the Mortgage is a first lien on the Borrower’s interest in the
                                         Mortgaged Property. Compare the amount of the Title Policy to the principal amount of
                                         the JPMCB Mortgage Loan or allocated loan amount to determine they are equivalent. If
                                         each such determination is made, it will be a Test pass.

        	Title
                                         Policy

        
	7d

         
	Review
                                         the Title Policy to determine if the Mortgaged Property was free and clear of any recorded
                                         mechanics’ liens, recorded materialmen’s liens and other recorded encumbrances.
                                         If so determined, it will be a Test pass.

        	Title
                                         Policy

        
	7e

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         that, as of the Cut-off Date, the Mortgage Loan Seller had knowledge that the Mortgaged
                                         Property was not free and clear of any recorded mechanics’ liens, recorded materialmen’s
                                         liens and other recorded encumbrances. If such a notation or other indication is not
                                         found, it will be a Test pass.

        	MS
                                         Servicer Notices

        
	7f

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         that, subject to the rights of tenants, there are rights existing which under law could
                                         give rise to any such lien or encumbrance that would be prior to or equal with the lien
                                         of the related Mortgage, except those which are insured against by a lender’s title
                                         insurance policy. If such a notation or other indication is not found, it will be a Test
                                         pass.

        	MS
                                         Servicer Notices

        




     Exhibit PP-3-8


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	 	7g

         
	Review
                                         the Title Policy to determine if any security agreement, chattel mortgage or equivalent
                                         document related to and delivered in connection with the JPMCB Mortgage Loan establishes
                                         and creates a valid and enforceable lien on property described therein subject to Permitted
                                         Encumbrances, except as such enforcement may be limited by Insolvency Qualifications
                                         subject to the limitations described in representation and warranty 11 below. The foregoing
                                         excludes the perfection of any security interest in rents or other personal property
                                         to the extent that possession or control of such items or actions other than the filing
                                         of a UCC financing statements is required in order to effect such perfection. If so determined,
                                         it will be a Test pass.

        	Title
                                         Policy

        
	7h

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         that the Mortgage Loan Seller did not have good and marketable title free and clear of
                                         any pledge, lien, encumbrance or security interest. If such a notation or other indication
                                         is not found, it will be a Test pass.

        	MS
                                         Servicer Notices

        
	7i

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         that the Mortgage Loan Seller was not the sole owner of any JPMCB Mortgage Loan, or that
                                         the JPMCB Mortgage Loan was not free and clear of any pledge, lien, encumbrance or security
                                         interest. If such a notation or other indication is not found, it will be a Test pass.

        	MS
                                         Servicer Notices

        
	7j

         
	Review
                                         the MS Servicer Notices for a notation or other indication of claim or assertion that
                                         the assignment did not validly and effectively transfer and convey all legal and beneficial
                                         ownership of any JPMCB Mortgage Loans to the Depositor free and

        	MS
                                         Servicer Notices

        




     Exhibit PP-3-9


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	clear
    of any pledge, lien, encumbrance or security interest. If such a notation or other indication is not found, it will be a Test
    pass.	 
	8.       Permitted
                                         Liens; Title Insurance. Each Mortgaged Property securing a JPMCB Mortgage Loan is
                                         covered by an American Land Title Association loan title insurance policy or a comparable
                                         form of loan title insurance policy approved for use in the applicable jurisdiction (or,
                                         if such policy is yet to be issued, by a pro forma policy, a preliminary title policy
                                         with escrow instructions or a “marked up” commitment, in each case binding
                                         on the title insurer) (the “Title Policy”) in the original principal
                                         amount of such JPMCB Mortgage Loan (or with respect to a JPMCB Mortgage Loan secured
                                         by multiple properties, an amount equal to at least the allocated loan amount with respect
                                         to the Title Policy for each such property) after all advances of principal (including
                                         any advances held in escrow or reserves), that insures for the benefit of the owner of
                                         the indebtedness secured by the Mortgage, the first priority lien of the Mortgage, which
                                         lien is subject only to (a) the lien of current real property taxes, water charges, sewer
                                         rents and assessments not yet due and payable; (b) covenants, conditions and restrictions,
                                         rights of way, easements and other matters of public record specifically identified in
                                         the Title Policy; (c) the exceptions (general and specific) and exclusions set forth
                                         in such Title Policy; (d) other matters to which like properties are commonly subject;
                                         (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining
                                         to the related Mortgaged Property which the Mortgage Loan documents do not require to
                                         be subordinated to the lien of such Mortgage; and (f) if the related JPMCB Mortgage Loan
                                         constitutes a cross-collateralized JPMCB Mortgage Loan, the lien of the Mortgage for
                                         another JPMCB Mortgage Loan contained in the same cross-collateralized group, provided
                                         that none of which items (a) through (f), individually or in the aggregate, materially
                                         interferes with the value, current use or operation of the Mortgaged Property or the
                                         security intended to be provided by such Mortgage or with the current ability of the
                                         related Mortgaged Property to generate net cash flow sufficient to service the related

        	8a

         
	Review
                                         the Title Policy to determine if it is an American Land Title Association loan title
                                         insurance policy or another comparable form of loan title insurance policy approved for
                                         use in the applicable jurisdiction. Review to determine if the amount of the policy covers
                                         the amount of the JPMCB Mortgage Loan, or for multiple properties, an amount equal to
                                         the allocated loan amount after all advances of principal. If so determined with respect
                                         to each part of this Test, it will be a Test pass.

        	Title
                                         Policy; Mortgage Loan Documents

        
	8b

         
	Review
                                         the Title Policy to determine if the first- priority lien of the Mortgage is subject
                                         only to Permitted Encumbrances. If so determined, it will be a Test pass.

        	Title
                                         Policy

        
	8c

         
	Review
                                         the Title Policy to determine if any Permitted Encumbrance is a mortgage lien that is
                                         senior to or coordinate and co-equal to the lien of the related Mortgage, other than
                                         as contemplated by item (f) in the definition of Permitted Encumbrances. If not so determined,
                                         it will be a Test pass.

        	Title
                                         Policy

        
	8d

         
	Review
                                         the Title Policy and MS Servicer Notices for a notation or other indication that the
                                         coverage is not in full force and effect, that all premiums thereon have not been paid
                                         or that claims have been made by any Mortgage Loan Seller. If no such notation or other
                                         indication is found, it will be a Test pass.

        	Title
                                         Policy; MS Servicer Notices

        
	8e

         
	Review
                                         the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller,
                                         or any other holder of the JPMCB Mortgage Loan, has done, by act or omission, anything
                                         that would materially

        	MS
                                         Servicer Notices

        




     Exhibit PP-3-10


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	JPMCB
    Mortgage Loan or the borrower’s ability to pay its obligations when they become due (collectively, the “Permitted
    Encumbrances”). Except as contemplated by clause (f) of the preceding sentence none of the Permitted Encumbrances are
    mortgage liens that are senior to or coordinate and co-equal with the lien of the related Mortgage. Such Title Policy (or,
    if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been
    paid and no claims have been made by the Mortgage Loan Seller thereunder and no claims have been paid thereunder. Neither
    the Mortgage Loan Seller, nor to the Mortgage Loan Seller’s knowledge, any other holder of the JPMCB Mortgage Loan,
    has done, by act or omission, anything that would materially impair the coverage under such Title Policy. Each Title Policy
    contains no exclusion for, or affirmatively insures (except for any Mortgaged Property located in a jurisdiction where such
    affirmative insurance is not available in which case such exclusion may exist), (a) that the Mortgaged Property shown on the
    survey is the same as the property legally described in the Mortgage, and (b) to the extent that the Mortgaged Property consists
    of two or more adjoining parcels, such parcels are contiguous.	 	impair
    the coverage under such policy. If such a notation or other indication is not found, it will be a Test pass.	 
	8f

         
	Review
                                         the Title Policy to determine if the Title Policy contains no exclusion for, or affirmatively
                                         insures (except for any Mortgaged Property located in a jurisdiction where such affirmative
                                         insurance is not available in which case such exclusion may exist), that the Mortgaged
                                         Property shown on the survey is the same as the property legally described in the Mortgage.
                                         If so determined, it will be a Test pass.

        	Title
                                         Policy

        
	8g

         
	Review
                                         the Title Policy to determine if the Title Policy contains no exclusion for, or affirmatively
                                         insures (except for any Mortgaged Property located in a jurisdiction where such affirmative
                                         insurance is not available in which case such exclusion may exist), to the extent that
                                         the Mortgaged Property consists of two or more adjoining parcels, such parcels are contiguous.
                                         If so determined, it will be a Test pass.

        	Title
                                         Policy

        
	9.       Junior
                                         Liens. It being understood that B notes secured by the same Mortgage as a JPMCB Mortgage
                                         Loan are not subordinate mortgages or junior liens, there are no subordinate mortgages
                                         or junior liens encumbering the related Mortgaged Property. The Mortgage Loan Seller
                                         has no knowledge of any mezzanine debt related to the Mortgaged Property and secured
                                         directly by the ownership interests in the borrower.

        	9a

         
	Review
                                         the Title Policy to determine if there is any subordinate mortgage or junior lien encumbering
                                         the Mortgaged Property. If not so determined, it will be a Test pass.

        	Title
                                         Policy

        
	9b

         
	Review
                                         the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller
                                         had knowledge of any mezzanine debt related to the Mortgaged Property and secured directly
                                         by the ownership interests in the borrower. If such a notation or other indication is
                                         not found, it will be a Test pass.

        	MS
                                         Servicer Notices

        
	10.       Assignment
                                         of Leases and Rents. There exists as part of

        	10a

         
	Review
                                         the Mortgage File to determine if an

        	Mortgage
                                         File; Mortgage;

        




     Exhibit PP-3-11


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	the
                                                                                                                                                                                 related Mortgage File an Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage).
                                                                                                                                                                                 Each related Assignment of Leases creates a valid first-priority collateral assignment of, or a valid first-priority lien or
                                                                                                                                                                                 security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the
                                                                                                                                                                                 related borrower to exercise certain rights and to perform certain obligations of the lessor under such lease or leases,
                                                                                                                                                                                 including the right to operate the related leased property, except as the enforcement thereof may be limited by the
                                                                                                                                                                                 Insolvency Qualifications; no person other than the related borrower owns any interest in any payments due under such lease
                                                                                                                                                                                 or leases that is superior to or of equal priority with the lender’s interest therein. The related Mortgage or related
                                                                                                                                                                                 Assignment of Leases, subject to applicable law, provides for, upon an event of default under the JPMCB Mortgage Loan, a
                                                                                                                                                                                 receiver to be appointed for the collection of rents or for the related mortgagee to enter into possession to collect the
                                                                                                                                                                                 rents or for rents to be paid directly to the mortgagee.

        	 	Assignment
    of Leases (either as a separate instrument or incorporated into the related Mortgage) is in the Mortgage File. If so determined,
    it will be a Test pass.	Assignment
    of Leases
	10b

         
	Review
                                         the Title Policy to determine if the Mortgage, or any related Assignment of Leases, has
                                         been recorded, and creates a valid first-priority collateral assignment of, or a valid
                                         first-priority lien or security interest in, rents and certain rights under the related
                                         lease or leases, subject only to a license granted to the related borrower to exercise
                                         certain rights and to perform certain obligations of the lessor under such lease or leases,
                                         including the right to operate the related leased property, except as the enforcement
                                         thereof may be limited by the Insolvency Qualifications; and to determine that no person
                                         other than the related borrower owns any interest in any payments due under such lease
                                         or leases that is superior to or of equal priority with the lender’s interest therein.
                                         If so determined with respect to each part of this Test, it will be a Test pass.

        	Title
                                         Policy

        
	10c

         
	Review
                                         the Title Policy to determine if any person other than the borrower owns any interest
                                         in any payments due under such lease or leases that is superior to or of equal priority
                                         with the lender’s interest therein. If not so determined, it will be a Test pass.

        	Title
                                         Policy

        
	10d

         
	Review
                                         the Assignment of Leases (either as a separate instrument or incorporated into the related
                                         Mortgage) to determine if the Mortgage, or related Assignment of Leases, provides that
                                         upon an event of default under the JPMCB Mortgage Loan, a receiver is to be appointed
                                         for the collection of rents or for the related mortgagee to enter into possession to
                                         collect the rents or for rents to be paid directly to the

        	Mortgage;
                                         Assignment of Leases

        




     Exhibit PP-3-12


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	mortgagee.
    If so determined, it will be a Test pass.	 
	11.       Financing
                                         Statements. Each JPMCB Mortgage Loan or related security agreement establishes a
                                         valid security interest in, and a UCC-1 financing statement has been filed (except, in
                                         the case of fixtures, the Mortgage constitutes a fixture filing) in all places necessary
                                         to perfect a valid security interest in, the personal property (the creation and perfection
                                         of which is governed by the UCC) owned by the borrower and necessary to operate any Mortgaged
                                         Property in its current use other than (1) non-material personal property, (2) personal
                                         property subject to purchase money security interests and (3) personal property that
                                         is leased equipment. Each UCC-1 financing statement, if any, filed with respect to personal
                                         property constituting a part of the related Mortgaged Property and each UCC-3 assignment,
                                         if any, filed with respect to such financing statement was in suitable form for filing
                                         in the filing office in which such financing statement was filed.

        	11a

         
	Review
                                         the MS Servicer Notices for a notation or other indication of inappropriately filed or
                                         nonexistent UCC-1 financing statements. If such a notation or other indication is not
                                         found, it will be a Test pass.

        	MS
                                         Servicer Notices

        
	11b

         
	Review
                                         the MS Servicer Notices for notation or other indication that the UCC-1 and UCC-3 statements
                                         were not in suitable form for filing. If such a notation or other indication is not found,
                                         it will be a Test pass.

        	MS
                                         Servicer Notices

        
	12.       Condition
                                         of Property. The Mortgage Loan Seller or the originator of the JPMCB Mortgage Loan
                                         inspected or caused to be inspected each related Mortgaged Property within four months
                                         of origination of the JPMCB Mortgage Loan and within twelve months of the Cut-off Date.

                                                                                                                                                                                         


        An
        engineering report or property condition assessment was prepared in connection with the origination of each JPMCB Mortgage
        Loan no more than twelve months prior to the Cut-off Date, which indicates that, except as set forth in such engineering
        report or with respect to which repairs were required to be reserved for or made, all building systems for the improvements
        of each related Mortgaged Property are in good working order, and further indicates that each related Mortgaged Property
        (a) is free of any material damage, (b) is in good repair and condition, and (c) is free of structural defects, except
        to the extent (i) any damage or deficiencies that would not materially and adversely affect the use, operation or value
        of the Mortgaged Property or the security intended to be provided by such Mortgage or repairs with

        	12a

         
	Review
                                         the engineering report or property condition assessment in the Mortgage File to determine
                                         if it is dated within four months of the origination date, and within twelve months of
                                         the Cut-off Date. If so determined, it will be a Test pass.

        	Engineering
                                         report; Property condition assessment

        
	12b

         
	Review
                                         the engineering report or property condition assessment in the Mortgage File to determine
                                         if it was dated no more than 12 months prior to the Cut- off Date. Review the engineering
                                         report to confirm that all building systems for the improvements of each Mortgaged Property
                                         being in good working order, and free of material damage. If so determined with respect
                                         to each part of the Test, it will be a Test pass.

        	Engineering
                                         report; Property condition assessment

        
	12c

         
	Review
                                         the engineering report or property condition assessment in the Mortgage File dated no
                                         more than 12 months prior to the Cut-off Date to determine if it

        	Engineering
                                         report; Property condition assessment

        




     Exhibit PP-3-13


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	respect
                                                                                                                                    to such damage or deficiencies estimated to cost less than $50,000 in the aggregate per Mortgaged Property; (ii) such repairs
                                                                                                                                    have been completed; or (iii) escrows in an aggregate amount consistent with the standards utilized by the Mortgage Loan
                                                                                                                                    Seller with respect to similar loans it originates for securitization have been established, which escrows will in all events
                                                                                                                                    be in an aggregate amount not less than the estimated cost of such repairs. The Mortgage Loan Seller has no knowledge of any
                                                                                                                                    material issues with the physical condition of the Mortgaged Property that the Mortgage Loan Seller believes would have a
                                                                                                                                    material adverse effect on the use, operation or value of the Mortgaged Property other than those disclosed in the
                                                                                                                                    engineering report and those addressed in sub-clauses (i), (ii) and (iii) of the preceding sentence.

        	 	provides
    that each related Mortgaged Property is free of structural defects, except to the extent: (i) any damage or deficiencies that
    would not materially and adversely affect the use, operation or value of the Mortgaged Property or the security intended to
    be provided by such Mortgage or repairs with respect to such damage or deficiencies estimated to cost less than $50,000 in
    the aggregate per Mortgaged Property; (ii) such repairs have been completed; or (iii) escrows in an aggregate amount consistent
    with the standards utilized by the Mortgage Loan Seller with respect to similar loans it originates for securitization have
    been established, which escrows will in all events be in an aggregate amount not less than the estimated cost of such repairs.
    If so determined, it will be a Test pass.	 
	12d

         
	Review
                                         the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller
                                         had knowledge of material issues with the physical condition of the Mortgaged Property
                                         that the Mortgage Loan Seller believed would have a material adverse effect on the use,
                                         operation or value of the Mortgaged Property other than those disclosed in the most recently
                                         dated engineering report and those addressed in sub-clauses (i), (ii) and (iii) of representation
                                         and warranty 12. If such a notation or other indication is not found, it will be a Test
                                         pass.

        	MS
                                         Servicer Notices

        
	13.       Taxes
                                         and Assessments. As of the date of origination and as of the Closing Date, all taxes
                                         and governmental assessments and other outstanding governmental charges (including, without
                                         limitation, water and sewage charges) due with respect to the Mortgaged Property (excluding
                                         any related personal property) securing a JPMCB Mortgage Loan that is or if left unpaid
                                         could become a lien on the related Mortgaged Property that would be of equal or superior
                                         priority to the lien of the Mortgage and that became due and delinquent and owing prior
                                         to

        	13a

         
	Review
                                         the MS Servicer Notices for a notation or other indication that all taxes and governmental
                                         assessments and other outstanding governmental charges due with respect to the Mortgaged
                                         Property securing a JPMCB Mortgage Loan (including, without limitation, water and sewage
                                         charges) due with respect to the Mortgaged Property (excluding any related personal property)
                                         as of the Closing Date have been paid, and if the appropriate amount of such

        	MS
                                         Servicer Notices

        




     Exhibit PP-3-14


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	the
    Cut-off Date with respect to each related Mortgaged Property have been paid, or, if the appropriate amount of such taxes or
    charges is being appealed or is otherwise in dispute, the unpaid taxes or charges are covered by an escrow of funds or other
    security sufficient to pay such tax or charge and reasonably estimated interest and penalties, if any, thereon. For purposes
    of this representation and warranty, real property taxes, governmental assessments and other outstanding governmental charges
    shall not be considered delinquent until the date on which interest and/or penalties would be payable thereon.	 	taxes
                                                                                                                                                          or charges is being appealed or is otherwise in dispute, the unpaid taxes or charges were not covered by an escrow of funds
                                                                                                                                                          or other security sufficient to pay such tax or charge and reasonably estimated interest and penalties, if any, thereon. If
                                                                                                                                                          such a notation or other indication is not found, it will be a Test pass.

        	 
	13b

         
	Review
                                         the MS Servicer Notices for a notation or other indication that all taxes and governmental
                                         assessments and other outstanding governmental charges (including, without limitation,
                                         water and sewage charges) due with respect to the Mortgaged Property (excluding any related
                                         personal property) were current as of the Closing Date. If such a notation or other indication
                                         is found, it will be a Test pass.

        	MS
                                         Servicer Notices

        
	14.       Condemnation.
                                         As of the date of origination and to the Mortgage Loan Seller’s knowledge as of
                                         the Closing Date, there is no proceeding pending or threatened for the total or partial
                                         condemnation of such Mortgaged Property that would have a material adverse effect on
                                         the use or operation of the Mortgaged Property.

        	14

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any proceeding pending
                                         or threatened for the total or partial condemnation of such Mortgaged Property as of
                                         the origination date, or for a notation or other indication that the Mortgage Loan Seller
                                         had knowledge as of the Closing Date of any such proceeding. If such a notation or other
                                         indication is not found, it will be a Test pass.

        	MS
                                         Servicer Notices

        
	15.       Actions
                                         Concerning Mortgage Loan. As of the date of origination and to the Mortgage Loan
                                         Seller’s knowledge as of the Closing Date, there was no pending, filed or threatened
                                         action, suit or proceeding, arbitration or governmental investigation involving any borrower,
                                         guarantor, or Mortgaged Property, an adverse outcome of which would reasonably be expected
                                         to materially and adversely affect (a) title to the Mortgaged Property, (b) the validity
                                         or enforceability of the Mortgage, (c) such borrower’s ability to perform under
                                         the related JPMCB Mortgage Loan, (d) such guarantor’s ability to perform under
                                         the related guaranty, (e) the use, operation or value of the Mortgaged

        	15a

         
	Review
                                         the Mortgage Loan Documents, the Borrower’s Counsel Opinion and the MS Servicer
                                         Notices for an indication of pending, filed or threatened action, suit or proceeding,
                                         arbitration or governmental investigation involving any borrower, guarantor, or Mortgaged
                                         Property that existed on the origination date, and review the Diligence File and the
                                         MS Servicer Notices to determine if the Mortgage Loan Seller’s had knowledge of
                                         same as of the Closing Date. If such an indication is not found with respect to each
                                         part of this Test, it will be a Test pass.

        	Mortgage
                                         Loan Documents; Borrower’s Counsel Opinion; MS Servicer Notices; Diligence File

        




     Exhibit PP-3-15


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	Property,
    (f) the principal benefit of the security intended to be provided by the Mortgage Loan documents, (g) the current ability
    of the Mortgaged Property to generate net cash flow sufficient to service such JPMCB Mortgage Loan, or (h) the current principal
    use of the Mortgaged Property.	15b

         
	Based
                                         on the MS Servicer Notices, determine if an adverse outcome of any such pending, filed
                                         or threatened action, suit or proceeding, arbitration or governmental investigation involving
                                         any borrower, guarantor, or Mortgaged Property would adversely affect the matters set
                                         forth in clauses (a)-(h) of representation and warranty 15. If any such adverse outcome
                                         would not adversely affect the matters set forth in clauses (a)-(h) of representation
                                         and warranty 15, it will be a Test pass.

        	MS
                                         Servicer Notices

        
	16.       Escrow
                                         Deposits. All escrow deposits and payments required pursuant to each JPMCB Mortgage
                                         Loan (including capital improvements and environmental remediation reserves) are in the
                                         possession, or under the control, of the Mortgage Loan Seller or its servicer, and there
                                         are no deficiencies (subject to any applicable grace or cure periods) in connection therewith,
                                         and all such escrows and deposits (or the right thereto) that are required under the
                                         related Mortgage Loan documents are being conveyed by the Mortgage Loan Seller to depositor
                                         or its servicer (or, with respect to any JPMCB Mortgage Loan that is a Non-Serviced Mortgage
                                         Loan, to the depositor or servicer for the related Non- Serviced Securitization Trust)
                                         and identified as such with appropriate detail. Any and all requirements under the JPMCB
                                         Mortgage Loan as to completion of any material improvements and as to disbursements of
                                         any funds escrowed for such purpose, which requirements were to have been complied with
                                         on or before Closing Date, have been complied with in all material respects or the funds
                                         so escrowed have not been released unless such release was consistent with proper and
                                         prudent commercial mortgage servicing practices or such released funds were otherwise
                                         used for their intended purpose. No other escrow amounts have been released except in
                                         accordance with the terms and conditions of the related Mortgage Loan documents.

        	16a

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any escrow deposits and
                                         payments required pursuant to the JPMCB Mortgage Loan not in the servicer’s possession
                                         or control. If such a notation or other indication is not found, it will be a Test pass.

        	MS
                                         Servicer Notices

        
	16b

         
	Review
                                         the Servicing File and the MS Servicer Notices to determine if all escrows and deposits
                                         required pursuant to the JPMCB Mortgage Loan have been conveyed to the depositor or its
                                         servicer (or, with respect to any JPMCB Mortgage Loan that is a Non-Serviced Mortgage
                                         Loan, to the depositor or servicer for the related Non-Serviced Securitization Trust).
                                         If so determined, it will be a Test pass.

        	Servicing
                                         File; MS Servicer Notices

        
	16c

         
	Review
                                         the Servicing File and the MS Servicer Notices for a notation or other indication that
                                         the requirements under the JPMCB Mortgage Loan as to completion of any material improvements
                                         and as to disbursements of any funds escrowed for such purpose on or before the Closing
                                         Date have not been complied with in all material respects. If such a notation or other
                                         indication is not found, it will be a Test pass.

        	Servicing
                                         File; MS Servicer Notices

        




     Exhibit PP-3-16


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	 	16d

         
	Review
                                         the Servicing File and the MS Servicer Notices to determine if an escrow release has
                                         been made that was not in accordance with the terms of the Mortgage Loan Documents. If
                                         not so determined, it will be a Test pass.

        	Servicing
                                         File; MS Servicer Notices

        
	17.       No
                                         Holdbacks. The principal amount of the JPMCB Mortgage Loan stated on the Mortgage
                                         Loan Schedule has been fully disbursed as of the Closing Date and there is no requirement
                                         for future advances thereunder (except in those cases where the full amount of the JPMCB
                                         Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve
                                         accounts pending the satisfaction of certain conditions relating to leasing, repairs,
                                         occupancy, performance or other matters with respect to the related Mortgaged Property).

        	17a

         
	Review
                                         the Mortgage Loan Schedule, Loan Agreement, Mortgage Note and origination settlement
                                         statement to determine if the principal amount of the JPMCB Mortgage Loan was fully disbursed
                                         as of the Closing Date. If so determined, it will be a Test pass.

        	Mortgage
                                         Loan Schedule; Loan Agreement; Mortgage Note; Origination settlement statement

        
	17b

         
	Review
                                         the Mortgage Loan Documents to determine if there is no requirement for future advances
                                         by the lender. If so determined, it will be a Test pass.

         
	Mortgage
                                         Loan Documents

        
	18.       Insurance.
                                         Each related Mortgaged Property is, and is required pursuant to the related Mortgage
                                         to be, insured by a property insurance policy providing coverage for loss in accordance
                                         with coverage found under a “special cause of loss form” or “all-risk
                                         form” that includes replacement cost valuation issued by an insurer meeting the
                                         requirements of the related Mortgage Loan documents and having a claims-paying or financial
                                         strength rating of at least “A-:VIII” (for a JPMCB Mortgage Loan with a principal
                                         balance below $35 million) and “A:VIII” (for a JPMCB Mortgage Loan with a
                                         principal balance of $35 million or more) from A.M. Best Company or “A3”
                                         (or the equivalent) from Moody’s Investors Service, Inc. or “A-” from
                                         S&P Global Ratings (collectively the “Insurance Rating Requirements”),
                                         in an amount not less than the lesser of (1) the original principal balance of the JPMCB
                                         Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements,
                                         furniture, furnishings, fixtures and equipment owned by the mortgagor and included in
                                         the Mortgaged Property (with no deduction for physical depreciation), but, in any event,
                                         not less than the amount necessary or containing such

        	18a

         
	Review
                                         the insurance consultant report to determine if it shows that the Mortgaged Property
                                         is insured by a property insurance policy providing coverage for loss in accordance with
                                         coverage found under a “special cause of loss form” or “all-risk form”
                                         that includes replacement cost valuation issued by an insurer meeting the requirements
                                         of the Mortgage Loan Documents and the Insurance Rating Requirements, in an amount not
                                         less than the lesser of (1) the original principal balance of any JPMCB Mortgage Loan
                                         and (2) the full insurable value on a replacement cost basis of the improvements, furniture,
                                         furnishings, fixtures and equipment owned by the mortgagor and included in the Mortgaged
                                         Property (with no deduction for physical depreciation), but, in any event, not less than
                                         the amount necessary or containing such endorsements as are necessary to avoid the operation
                                         of any coinsurance provisions with respect to the Mortgaged Property. If so determined,
                                         it will be a

        	Insurance
                                         Consultant Report

        




     Exhibit PP-3-17


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	endorsements
                                         as are necessary to avoid the operation of any coinsurance provisions with respect to
                                         the related Mortgaged Property.

                                                                                                                                                                                  


        Each
        related Mortgaged Property is also covered, and required to be covered pursuant to the related Mortgage Loan documents,
        by business interruption or rental loss insurance which (i) covers a period beginning on the date of loss and continuing
        until the earlier to occur of restoration of the Mortgaged Property or the expiration of 12 months (or with respect to
        each JPMCB Mortgage Loan with a principal balance of $35 million or more, 18 months); (ii) for a JPMCB Mortgage Loan with
        a principal balance of $50 million or more contains a 180-day “extended period of indemnity”; and (iii) covers
        the actual loss sustained (or in certain cases, an amount sufficient to cover the period set forth in (i) above) during
        restoration.

         


        If
        any material part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified
        in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, the related borrower
        is required to maintain insurance in the maximum amount available under the National Flood Insurance Program, plus such
        additional excess flood coverage in an amount as-is generally required by the Mortgage Loan Seller originating mortgage
        loans for securitization.

         


        If
        windstorm and/or windstorm related perils and/or “named storms” are excluded from the primary property damage
        insurance policy, the Mortgaged Property is insured by a separate windstorm insurance policy issued by an insurer meeting
        the Insurance Rating Requirements or endorsement covering damage from windstorm and/or windstorm related perils and/or
        named storms, in an amount at least equal to 100% of the full insurable value on a replacement cost basis of the Improvements
        and personalty and fixtures owned by the mortgagor and included in the related Mortgaged Property by an insurer meeting
        the Insurance Rating Requirements.

        	 	Test
    pass.	 
	18b

         
	Review
                                         the Mortgage Loan Documents for provisions requiring the insurance coverage as stated
                                         in Test 18a above. If such provisions are found, it will be a Test pass.

        	Mortgage
                                         Loan Documents

        
	18c

         
	Review
                                         the Mortgage Loan Documents for provisions requiring business interruption or rental
                                         loss insurance that (i) covers a period beginning on the date of loss and continuing
                                         until the earlier to occur of restoration of the Mortgaged Property or the expiration
                                         of 12 months (or with respect to a JPMCB Mortgage Loan with a principal balance of $35
                                         million or more, 18 months); (ii) for a JPMCB Mortgage Loan with a principal balance
                                         of $50 million or more contains a 180-day “extended period of indemnity”;
                                         and (iii) covers the actual loss sustained (or in certain cases, an amount sufficient
                                         to cover the period set forth in clause (i) above) during restoration. If such provisions
                                         are found, it will be a Test pass.

        	Mortgage
                                         Loan Documents

        
	18d

         
	Review
                                         the Mortgage Loan Documents to determine if any material part of the improvements, exclusive
                                         of a parking lot, located on a Mortgaged Property is in an area identified in the Federal
                                         Register by the Federal Emergency Management Agency as having special flood hazards,
                                         the related borrower is required to maintain insurance in the maximum amount available
                                         under the National Flood Insurance Program, plus such additional excess flood coverage
                                         in an amount as is generally required by the Mortgage Loan Seller originating Mortgage
                                         Loans for securitization. If so determined, it will be a Test pass.

        	Mortgage
                                         Loan Documents

        
	18e

         
	Review
                                         the insurance consultant report to determine

        	Insurance
                                         Consultant Report;

        




     Exhibit PP-3-18


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	The
                                         Mortgaged Property is covered, and required to be covered pursuant to the related Mortgage
                                         Loan documents, by a commercial general liability insurance policy issued by an insurer
                                         meeting the Insurance Rating Requirements including broad-form coverage for property
                                         damage, contractual damage and personal injury (including bodily injury and death) in
                                         amounts as are generally required by the Mortgage Loan Seller for loans originated for
                                         securitization, and in any event not less than $1 million per occurrence and $2 million
                                         in the aggregate.

                                                                                                                                                                                                     


        An
        architectural or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic
        zones 3 or 4 in order to evaluate the structural and seismic condition of such property, for the sole purpose of assessing
        the probable maximum loss (“PML”) for the Mortgaged Property in the event of an earthquake. In such
        instance, the PML or equivalent was based on a 475-year return period, an exposure period of 50 years and a 10% probability
        of exceedance. If the resulting report concluded that the PML or equivalent would exceed 20% of the amount of the replacement
        costs of the improvements, earthquake insurance on such Mortgaged Property was obtained by an insurer rated at least “A:VIII”
        by A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-”
        by S&P Global Ratings in an amount not less than 100% of the PML or the equivalent.


         

        The
        Mortgage Loan documents require insurance proceeds in respect of a property loss to be applied either (a) to the repair
        or restoration of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of
        the then- outstanding principal amount of the related JPMCB Mortgage Loan, the lender (or a trustee appointed by it) having
        the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of the outstanding
        principal balance of such JPMCB Mortgage Loan together with any accrued interest thereon.

        	 	if
    windstorm and/or windstorm related perils and/or “named storms” are excluded from coverage. If so, review Diligence
    File to determine if the property is covered by a windstorm insurance policy covering damage from windstorm and/or windstorm
    related perils and/or “named storms” are excluded from the primary property damage insurance policy, which policy
    is issued by an insurer meeting the Insurance Rating Requirements or endorsement covering damage from windstorm and/or windstorm
    related perils and/or named storms, in an amount at least equal to 100% of the full insurable value on a replacement cost
    basis of the Improvements and personalty and fixtures owned by the mortgagor and included in the related Mortgaged Property
    by an insurer meeting the Insurance Rating Requirements. If so determined with respect to each part of this Test, it will
    be a Test pass.	Diligence
    File
	18f

         
	Review
                                         the insurance consultant report dated before the Cut-off Date to determine if it covers
                                         the property and is issued by an insurer meeting the Insurance Rating Requirements including
                                         broad-form coverage for property damage, contractual damage and personal injury (including
                                         bodily injury and death) in amounts as are generally required by any Mortgage Loan Seller
                                         for loans originated for securitization, and in any event not less than $1 million per
                                         occurrence and $2 million in the aggregate. If so determined, it will be a Test pass.

        	Insurance
                                         Consultant Report

        
	18g

         
	Review
                                         the property condition assessment to determine if the properties are located in a seismic
                                         zone 3 or 4. If such indication is found, review the seismic engineering study to determine
                                         if it has been performed by an architectural or engineering consultant, for the sole
                                         purpose of assessing the PML for the Mortgaged Property in the event of an

        	Property
                                         condition assessment; Seismic engineering study

        




     Exhibit PP-3-19


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	All
                                         premiums on all insurance policies referred to in this section required to be paid as
                                         of the Cut-off Date have been paid, and such insurance policies name the lender under
                                         the JPMCB Mortgage Loan and its successors and assigns as a loss payee under a mortgagee
                                         endorsement clause or, in the case of the general liability insurance policy, as named
                                         or additional insured. Each related JPMCB Mortgage Loan obligates the related borrower
                                         to maintain all such insurance and, at such borrower’s failure to do so, authorizes
                                         the lender to maintain such insurance at the borrower’s cost and expense and to
                                         charge such borrower for related premiums. All such insurance policies (other than commercial
                                         liability policies) require at least 10 days’ prior notice to the lender of termination
                                         or cancellation arising because of nonpayment of a premium and at least 30 days’
                                         prior notice to the lender of termination or cancellation (or such lesser period, not
                                         less than 10 days, as may be required by applicable law) arising for any reason other
                                         than non-payment of a premium and no such notice has been received by the Mortgage Loan
                                         Seller.

        	 	earthquake,
                                                                                                                                                          based on a 475-year return period, an exposure period of 50 years and a 10% probability of exceedance. If so determined, it
                                                                                                                                                          will be a Test pass.

        	 
	18h

         
	Review
                                         the most recent seismic engineering study or Insurance Consultant Report to determine
                                         if the PML or equivalent would exceed 20% of the amount of the replacement costs of the
                                         improvements, and if so, review to determine if earthquake insurance on such Mortgaged
                                         Property was obtained. If so determined, determine if the insurer is rated at least “A:VIII”
                                         by A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors
                                         Service, Inc. or “A-” by S&P Global Ratings. The insurance amount should
                                         be not less than 100% of the PML or the equivalent. If so determined, the ratings are
                                         adequate, and the insurance amount is not less than 100% of the PML or the equivalent,
                                         it will be a Test pass.

        	Seismic
                                         engineering study; Insurance Consultant Report

        
	18i

         
	Review
                                         the Mortgage Loan Documents for provisions requiring that insurance proceeds in respect
                                         of a property loss be applied either (a) to the repair or restoration of all or part
                                         of the related Mortgaged Property, with respect to all property losses in excess of 5%
                                         of the then-outstanding principal amount of the JPMCB Mortgage Loan, the lender (or a
                                         trustee appointed by it) having the right to hold and disburse such proceeds as the repair
                                         or restoration progresses, or (b) to the payment of the outstanding principal balance
                                         of such JPMCB Mortgage Loan together with any accrued interest thereon. If such provisions
                                         are found, it will be a Test pass.

        	Mortgage
                                         Loan Documents

        
	18j

         
	Review
                                         the MS Servicer Notices for a notation or other indication that insurance premiums were
                                         not current as of the Cut-off Date. If no such a notation or other indication is found,
                                         it will be a Test pass.

        	MS
                                         Servicer Notices

        




     Exhibit PP-3-20


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	 	18k

         
	Review
                                         the insurance consultant report to determine if the insurance policies name the lender
                                         under any JPMCB Mortgage Loan and its successors and assigns as a loss payee under a
                                         mortgagee endorsement clause or, in the case of the general liability insurance policy,
                                         as named or additional insured. If so determined, it will be a Test pass.

        	Insurance
                                         Consultant Report

        
	18l

         
	Review
                                         the insurance consultant report to determine if the insurance will inure to the benefit
                                         of the trustee. If so determined, it will be a Test pass.

        	Insurance
                                         Consultant Report

        
	18m

         
	Review
                                         the Mortgage Loan Documents to determine if any JPMCB Mortgage Loan obligates the borrower
                                         to maintain or caused to be maintained all such insurance and, at such borrower’s
                                         failure to do so, authorizes the lender to maintain such insurance at the borrower’s
                                         cost and expense and to charge such borrower for related premiums. If so determined,
                                         it will be a Test pass.

        	Mortgage
                                         Loan Documents

        
	18n

         
	Review
                                         the insurance consultant report to determine if the insurance policies (other than commercial
                                         liability policies) require at least 10 days’ prior notice to the lender of termination
                                         or cancellation arising because of nonpayment of a premium and at least 30 days’
                                         prior notice to the lender of termination or cancellation (or such lesser period, not
                                         less than 10 days, as may be required by applicable law) arising for any reason other
                                         than non-payment of a premium. If so determined, it will be a Test pass.

        	Insurance
                                         Consultant Report

        
	18o

         
	Review
                                         the MS Servicer Notices for a notation or other indication that any notice described
                                         in Test 18n may have been received by the Mortgage Loan Seller. If such a notation or
                                         other indication is not found, it will be a Test pass.

        	MS
                                         Servicer Notices

        




     Exhibit PP-3-21


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	19.       Access;
                                         Utilities; Separate Tax Lots. Each Mortgaged Property (a) is located on or adjacent
                                         to a public road and has direct legal access to such road, or has access via an irrevocable
                                         easement or irrevocable right of way permitting ingress and egress to/from a public road,
                                         (b) is served by or has uninhibited access rights to public or private water and sewer
                                         (or well and septic) and all required utilities, all of which are appropriate for the
                                         current use of the Mortgaged Property, and (c) constitutes one or more separate tax parcels
                                         which do not include any property which is not part of the Mortgaged Property or is subject
                                         to an endorsement under the related Title Policy insuring the Mortgaged Property, or
                                         in certain cases, an application has been made to the applicable governing authority
                                         for creation of separate tax lots, in which case the JPMCB Mortgage Loan requires the
                                         borrower to escrow an amount sufficient to pay taxes for the existing tax parcel of which
                                         the Mortgaged Property is a part until the separate tax lots are created.

        	19a

         
	Review
                                         the zoning report to determine if each Mortgaged Property is located on or adjacent to
                                         a public road and has direct legal access to such road, or has access via an irrevocable
                                         easement or irrevocable right of way permitting ingress and egress to/from a public road.
                                         If so determined, it will be a Test pass.

        	Zoning
                                         report

        
	19b

         
	Review
                                         the zoning report to determine if each Mortgaged Property is served by or has uninhibited
                                         access rights to public or private water and sewer (or well and septic) and all required
                                         utilities, all of which are appropriate for the current use of the Mortgaged Property.
                                         If so determined, it will be a Test pass.

        	Zoning
                                         report

        
	19c

         
	Review
                                         the Title Policy to determine if each Mortgaged Property constitutes one or more separate
                                         tax parcels and do not include any property which is not part of the Mortgaged Property
                                         or is subject to an endorsement under the most recently dated Title Policy insuring the
                                         Mortgaged Property, or in certain cases, an application has been made to the applicable
                                         governing authority for creation of separate tax lots, in which case any JPMCB Mortgage
                                         Loan requires the borrower to escrow an amount sufficient to pay taxes for the existing
                                         tax parcel of which the Mortgaged Property is a part until the separate tax lots are
                                         created. If so determined, it will be a Test pass.

        	Title
                                         Policy

        
	20.       No
                                         Encroachments. To the Mortgage Loan Seller’s knowledge and based solely on
                                         surveys obtained in connection with origination and the lender’s Title Policy (or,
                                         if such policy is not yet issued, a pro forma title policy, a preliminary title policy
                                         with escrow instructions or a “marked up” commitment) obtained in connection
                                         with the origination of each JPMCB Mortgage Loan, (a) all material improvements that
                                         were included for the

        	20a

         
	Review
                                         the survey and Title Policy to determine if all material improvements that were included
                                         for the purpose of determining the appraised value of the Mortgaged Property at the time
                                         of the origination of such JPMCB Mortgage Loan are within the boundaries of the related
                                         Mortgaged Property, except encroachments that do not materially and adversely

        	Survey;
                                         Title Policy

        




     Exhibit PP-3-22


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	purpose
    of determining the appraised value of the related Mortgaged Property at the time of the origination of such JPMCB Mortgage
    Loan are within the boundaries of the related Mortgaged Property, except encroachments that do not materially and adversely
    affect the value or current use of such Mortgaged Property, or are insured by applicable provisions of the Title Policy, (b)
    no improvements on adjoining parcels encroach onto the related Mortgaged Property except for encroachments that do not materially
    and adversely affect the value or current use of such Mortgaged Property, or are insured by applicable provisions of the Title
    Policy and (c) no improvements encroach upon any easements except for encroachments the removal of which would not materially
    and adversely affect the value or current use of such Mortgaged Property or are insured by applicable provisions of the Title
    Policy.	 	affect
    the value or current use of such Mortgaged Property, or are insured by applicable provisions of the most recently dated Title
    Policy. If so determined, it will be a Test pass.	 
	20b

         
	Review
                                         the survey and Title Policy to determine if there exist improvements on adjoining parcels
                                         that encroach onto the Mortgaged Property that could materially and adversely affect
                                         the value or current use of such Mortgaged Property, which are not insured by applicable
                                         provisions of the most recently dated Title Policy. If not so determined, it will be
                                         a Test pass.

        	Survey;
                                         Title Policy

        
	20c

         
	Review
                                         the survey or Title Policy to determine if there exist improvements that encroach upon
                                         any easements and the removal of such encroachments could materially and adversely affect
                                         the value or current use of such Mortgaged Property and are not insured by applicable
                                         provisions of the most recently dated Title Policy. If not so determined, it will be
                                         a Test pass.

        	Survey;
                                         Title Policy

        
	21.       No
                                         Contingent Interest or Equity Participation. No JPMCB Mortgage Loan has a shared
                                         appreciation feature, any other contingent interest feature or a negative amortization
                                         feature (except that an ARD Loan may provide for the accrual of the portion of interest
                                         in excess of the rate in effect prior to the Anticipated Repayment Date), any other contingent
                                         interest feature or a negative amortization feature or an equity participation by the
                                         Mortgage Loan Seller.

        	21

         
	Review
                                         the Mortgage Loan Documents for any shared appreciation feature, any other contingent
                                         interest feature or a negative amortization feature (except that an ARD Loan may provide
                                         for the accrual of the portion of interest in excess of the rate in effect prior to the
                                         Anticipated Repayment Date), any other contingent interest feature or a negative amortization
                                         feature or an equity participation provision. If no such provision or feature found with
                                         respect to each part of this Test, it will be a Test pass.

        	Mortgage
                                         Loan Documents

        
	22.       REMIC.
                                         The JPMCB Mortgage Loan is a “qualified mortgage” within the meaning of Section
                                         860G(a)(3) of the Code (but determined without regard to the rule in Treasury Regulations
                                         Section 1.860G-2(f)(2) that treats certain defective mortgage

        	22a

         
	Review
                                         the origination settlement statement and Mortgage Note to determine if the proceeds advanced
                                         by the lender did not exceed the stated principal amount of the Mortgage Note. If so
                                         determined, it

        	Origination
                                         settlement statement; Mortgage Note

        




     Exhibit PP-3-23


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	loans
    as qualified mortgages), and, accordingly, (A) the issue price of the JPMCB Mortgage Loan to the related borrower at origination
    did not exceed the non-contingent principal amount of the JPMCB Mortgage Loan and (B) either: (a) such JPMCB Mortgage Loan
    or Whole Loan is secured by an interest in real property (including permanently affixed buildings and structural components,
    such as wiring, plumbing systems and central heating and air-conditioning systems, that are integrated into such buildings,
    serve such buildings in their passive functions and do not produce or contribute to the production of income other than consideration
    for the use or occupancy of space, but excluding personal property) having a fair market value (i) at the date the JPMCB Mortgage
    Loan or Whole Loan was originated at least equal to 80% of the adjusted issue price of the JPMCB Mortgage Loan or Whole Loan
    on such date or (ii) at the Closing Date at least equal to 80% of the adjusted issue price of the JPMCB Mortgage Loan or Whole
    Loan on such date, provided that for purposes hereof, the fair market value of the real property interest must first be reduced
    by (1) the amount of any lien on the real property interest that is senior to the JPMCB Mortgage Loan and (2) a proportionate
    amount of any lien that is in parity with the JPMCB Mortgage Loan; or (b) substantially all of the proceeds of such JPMCB
    Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such JPMCB
    Mortgage Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Treasury Regulations
    Section 1.860G-2(a)(1)(ii)). If the JPMCB Mortgage Loan or Whole Loan was “significantly modified” prior to the
    Closing Date so as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result
    of the default or reasonably foreseeable default of such JPMCB Mortgage Loan or Whole Loan or (y) satisfies the provisions
    of either sub-clause (B)(a)(i) above (substituting the date of the last such modification for the date the JPMCB Mortgage
    Loan or Whole Loan was originated) or sub-clause (B)(a)(ii), including the proviso thereto. For purposes of the preceding
    sentence, a JPMCB Mortgage Loan will not be considered “significantly modified” solely by reason of the borrower
    having been granted a COVID-	 	will
    be a Test pass.	 
	22b

         
	Review
                                         the most recent appraisal and Mortgage Loan Documents to determine if (a) the JPMCB Mortgage
                                         Loan or Whole Loan is secured by an interest in real property (including permanently
                                         affixed buildings and structural components, such as wiring, plumbing systems and central
                                         heating and air-conditioning systems, that are integrated into such buildings, serve
                                         such buildings in their passive functions and do not produce or contribute to the production
                                         of income other than consideration for the use or occupancy of space, but excluding personal
                                         property) having a fair market value (i) at the date such JPMCB Mortgage Loan or Whole
                                         Loan was originated at least equal to 80% of the initial principal amount of any JPMCB
                                         Mortgage Loan or Whole Loan on such date or (ii) at the Closing Date at least equal to
                                         80% of the outstanding principal amount of the JPMCB Mortgage Loan or Whole Loan on such
                                         date, provided that for purposes of clauses (i) and (ii) above, the fair market value
                                         of the real property interest must first be reduced by (A) the amount of any lien on
                                         the real property interest that is senior to such JPMCB Mortgage Loan and (B) a proportionate
                                         amount of any lien that is in parity with such JPMCB Mortgage Loan or (b) substantially
                                         all of the proceeds of such JPMCB Mortgage Loan were used to acquire, improve or protect
                                         the real property which served as the only security for such JPMCB Mortgage Loan (other
                                         than a recourse feature or other third-party credit enhancement within the meaning of
                                         Treasury Regulations Section 1.860G-2(a)(1)(ii)). If so determined, it will be a Test
                                         pass.

        	Appraisal;
                                         Mortgage Loan Documents

        
	22c

         
	Review
                                         the MS Servicer Notices for an indication or other notation that the Loan was modified
                                         prior to the Closing Date, and if so, if the modification was made

        	MS
                                         Servicer Notices

        




     Exhibit PP-3-24


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	19
    related forbearance provided that: (a) such JPMCB Mortgage Loan forbearance is covered by Revenue Procedure 2020-26 by reason
    of satisfying the requirements for such coverage stated in Section 5.02(2) of Revenue Procedure 2020-26; and (b) JPMCB identifies
    such JPMCB Mortgage Loan and provides (x) the date on which such forbearance was granted, (y) the length in months of the
    forbearance, and (z) how the payments in forbearance will be paid (that is, by extension of maturity, change of amortization
    schedule, etc.) Any prepayment premium and yield maintenance charges applicable to the JPMCB Mortgage Loan or Whole Loan constitute
    “customary prepayment penalties” within the meaning of Treasury Regulations Section 1.860G-(b)(2). All terms used
    in this paragraph shall have the same meanings as set forth in the related Treasury Regulations.	 	as
    to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably
    foreseeable default of such JPMCB Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(i) in the first sentence
    of representation and warranty 22 (substituting the date of the last such modification for the date any JPMCB Mortgage Loan
    was originated) or sub-clause (B)(ii) in the first sentence of representation and warranty 22, including the proviso thereto.
    For purposes of the preceding sentence, a JPMCB Mortgage Loan will not be considered “significantly modified”
    solely by reason of the borrower having been granted a COVID-19 related forbearance provided that: (a) such JPMCB Mortgage
    Loan forbearance is covered by Revenue Procedure 2020-26 by reason of satisfying the requirements for such coverage stated
    in Section 5.02(2) of Revenue Procedure 2020-26; and (b) JPMCB identifies such JPMCB Mortgage Loan and provides (x) the date
    on which such forbearance was granted, (y) the length in months of the forbearance, and (z) how the payments in forbearance
    will be paid (that is, by extension of maturity, change of amortization schedule, etc.) If there were any such modifications,
    and such a notation or other indication is found, it will be a Test pass.	 
	22d

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         to the effect that the prepayment premium and yield maintenance charges applicable to
                                         any JPMCB Mortgage Loan do not constitute “customary prepayment penalties”.
                                         If such a notation or other indication is not found, it will be a Test pass.

        	MS
                                         Servicer Notices

        
	23.       Compliance.
                                         The terms of the Mortgage Loan documents evidencing such JPMCB Mortgage Loan, comply
                                         in

        	23a

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         to the effect

        	MS
                                         Servicer Notices

        




     Exhibit PP-3-25


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	all
    material respects with all applicable local, state and federal laws and regulations, and the Mortgage Loan Seller has complied
    with all material requirements pertaining to the origination of the JPMCB Mortgage Loans, including but not limited to, usury
    and any and all other material requirements of any federal, state or local law to the extent non-compliance would have a material
    adverse effect on the JPMCB Mortgage Loan.	 	that
    the terms of the JPMCB Mortgage Loan do not comply with applicable local, state, and federal laws in any material respect.
    If such a notation or other indication is not found, it will be a Test pass.	 
	23b

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         to the effect that any material requirements pertaining to the origination of any JPMCB
                                         Mortgage Loan, including but not limited to, usury and any and all other material requirements
                                         of any federal, state or local law have not been complied with. If such a notation or
                                         other indication is not found, it will be a Test pass.

        	MS
                                         Servicer Notices

        
	23c

         
	Review
                                         the Loan Agreement to determine if it provides that the JPMCB Mortgage Loan complied
                                         with usury laws. If so determined, it will be a Test pass.

        	Loan
                                         Agreement

        
	24.       Authorized
                                         to do Business. To the extent required under applicable law, as of the Closing Date
                                         or as of the date that such entity held the Mortgage Note, each holder of the Mortgage
                                         Note was authorized to transact and do business in the jurisdiction in which each related
                                         Mortgaged Property is located, or the failure to be so authorized does not materially
                                         and adversely affect the enforceability of such JPMCB Mortgage Loan.

        	24

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         that as of the date that the Mortgage Loan Seller or any prior lender held the Mortgage
                                         Note, each such holder of the Mortgage Note was not authorized to transact or do business
                                         in the jurisdiction in which each Mortgaged Property is located. If such a notation or
                                         other indication is found, determine whether the failure to be so authorized could not
                                         materially and adversely affect the enforceability of such JPMCB Mortgage Loan. If so
                                         determined, it will be a Test pass.

        	MS
                                         Servicer Notices

        
	25.       Trustee
                                         under Deed of Trust. With respect to each Mortgage which is a deed of trust, a trustee,
                                         duly qualified under applicable law to serve as such, currently so serves and is named
                                         in the deed of trust or has been substituted in accordance with the Mortgage and applicable
                                         law or may be substituted in accordance with the Mortgage and applicable law by the related
                                         mortgagee,

        	25a

         
	Review
                                         the Mortgage Loan Documents to determine if a trustee is appointed. If so determined,
                                         it will be a Test pass.

        	Mortgage
                                         Loan Documents

        
	25b

         
	Review
                                         the Mortgage Loan Documents for an indication that, except in connection with a trustee’s

        	Mortgage
                                         Loan Documents

        




     Exhibit PP-3-26


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	and
    except in connection with a trustee’s sale after a default by the related borrower or in connection with any full or
    partial release of the related Mortgaged Property or related security for such JPMCB Mortgage Loan, no fees are payable to
    such trustee except for reasonable fees paid by the borrower.	 	sale
    after a default by the borrower or in connection with any full or partial release of the Mortgaged Property or related security
    for such JPMCB Mortgage Loan, no fees are payable to such trustee except for reasonable fees paid by the borrower. If so determined,
    it will be a Test pass.	 
	26.       Local
                                         Law Compliance. To the Mortgage Loan Seller’s knowledge, based solely upon
                                         any of a letter from any governmental authorities, a legal opinion, an architect’s
                                         letter, a zoning consultant’s report, an endorsement to the related Title Policy,
                                         or other affirmative investigation of local law compliance consistent with the investigation
                                         conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage
                                         loans intended for securitization, the improvements located on or forming part of each
                                         Mortgaged Property securing a JPMCB Mortgage Loan are in material compliance with applicable
                                         laws, zoning ordinances, rules, covenants, and restrictions (collectively “Zoning
                                         Regulations”) governing the occupancy, use, and operation of such Mortgaged
                                         Property or constitute a legal non- conforming use or structure and any non-conformity
                                         with zoning laws constitutes a legal non-conforming use or structure which does not materially
                                         and adversely affect the use or operation of such Mortgaged Property. In the event of
                                         casualty or destruction, (a) the Mortgaged Property may be restored or repaired to the
                                         extent necessary to maintain the use of the structure immediately prior to such casualty
                                         or destruction, (b) law and ordinance insurance coverage has been obtained for the Mortgaged
                                         Property in amounts customarily required by the Mortgage Loan Seller for loans originated
                                         for securitization that provides coverage for additional costs to rebuild and/or repair
                                         the property to current Zoning Regulations, (c) the inability to restore the Mortgaged
                                         Property to the full extent of the use or structure immediately prior to the casualty
                                         would not materially and adversely affect the use or operation of such Mortgaged Property,
                                         or (d) title insurance coverage has been obtained for such nonconformity.

         
	26a

         
	Review
                                         the zoning report to determine if the improvements located on or forming part of each
                                         Mortgaged Property securing a JPMCB Mortgage Loan are in material compliance with applicable
                                         Zoning Regulations governing the occupancy, use, and operation of such Mortgaged Property
                                         or constitute a legal non-conforming use or structure. If so determined, it will be a
                                         Test pass.

        	Zoning
                                         report

        
	26b

         
	Review
                                         the zoning report to determine if any non- conformity with zoning laws constitutes a
                                         legal non- conforming use or structure which does not materially and adversely affect
                                         the use or operation of such Mortgaged Property. If so determined, it will be a Test
                                         pass.

        	Zoning
                                         report

        
	26c

         
	Review
                                         the Mortgage Loan Documents for provisions to the effect that, in the event of casualty
                                         or destruction, the Mortgaged Property may be restored or repaired to the extent necessary
                                         to maintain the use of the structure immediately prior to such casualty or destruction.
                                         If such provisions are found, it will be a Test pass.

        	Mortgage
                                         Loan Documents

        
	26d

         
	If
                                         the zoning report indicates that all or any part of the Mortgaged Property do not comply
                                         with zoning laws, review the insurance consultant report to determine if law and ordinance
                                         coverage was obtained prior to the Closing Date that provides coverage for additional
                                         costs to rebuild and/or repair the property to current Zoning Regulations. If not so

        	Zoning
                                         report; Insurance Consultant Report

        




     Exhibit PP-3-27


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	determined,
    review the Title Policy to determine if it insures over such nonconformity. If so determined, it will be a Test pass.	 
	27.       Licenses
                                         and Permits. Each borrower covenants in the Mortgage Loan documents that it shall
                                         keep all material licenses, permits, franchises, certificates of occupancy, consents,
                                         and other approvals necessary for the operation of the Mortgaged Property in full force
                                         and effect, and to the Mortgage Loan Seller’s knowledge based upon any of a letter
                                         from any government authorities or other affirmative investigation of local law compliance
                                         consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial
                                         and multifamily mortgage loans intended for securitization; all such material licenses,
                                         permits, franchises, certificates of occupancy, consents, and other approvals are in
                                         effect or the failure to obtain or maintain such material licenses, permits, franchises
                                         or certificates of occupancy does not materially and adversely affect the use and/or
                                         operation of the Mortgaged Property as it was used and operated as of the date of origination
                                         of the JPMCB Mortgage Loan or the rights of a holder of the related JPMCB Mortgage Loan.
                                         The JPMCB Mortgage Loan requires the related borrower to be qualified to do business
                                         in the jurisdiction in which the related Mortgaged Property is located and for the borrower
                                         and the Mortgaged Property to be in compliance in all material respects with all regulations,
                                         zoning and building laws.

        	27a

         
	Review
                                         the Mortgage Loan Documents to determine if the borrower has covenanted to keep all material
                                         licenses, permits, franchises, certificates of occupancy, consents, and other approvals
                                         necessary for the operation of the Mortgaged Property in full force and effect. If so
                                         determined, it will be a Test pass.

        	Mortgage
                                         Loan Documents

        
	27b

         
	Review
                                         the Mortgage Loan Documents and the MS Servicer Notices for a notation or other indication
                                         that (a) the Mortgage Loan Seller had knowledge that any licenses, permits, franchises,
                                         certificates of occupancy, consents, or other approvals necessary for the operation of
                                         the Mortgaged Property are not in effect, and (b) the failure to obtain or maintain such
                                         material licenses, permits, franchises or certificates of occupancy could materially
                                         and adversely affect the use and/or operation of the Mortgaged Property as it was used
                                         and operated as of the date of origination. If such a notation or other indication is
                                         not found, it will be a Test pass.

        	Mortgage
                                         Loan Documents; MS Servicer Notices

        
	27c

         
	Review
                                         the Mortgage Loan Documents for provisions requiring the borrower to be qualified to
                                         do business in the jurisdiction in which the Mortgaged Property is located, and in compliance
                                         in all material respects with all regulations, zoning and building laws. If such provisions
                                         are found, it will be a Test pass.

        	Mortgage
                                         Loan Documents

        
	28.       Recourse
                                         Obligations. The Mortgage Loan documents for each JPMCB Mortgage Loan provide that
                                         such JPMCB Mortgage Loan (a) becomes full recourse to the borrower and guarantor (which
                                         is a natural person or persons, or an entity

        	28a

         
	Review
                                         the Mortgage Loan Documents for provisions permitting full recourse to the borrower and
                                         guarantor in connection with the events or circumstances set forth in clauses (a)(i)
                                         through

        	Mortgage
                                         Loan Documents

        




     Exhibit PP-3-28


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	distinct
                                                                                                                                                                                 from the borrower (but may be affiliated with the borrower) that has assets other than equity in the related Mortgaged
                                                                                                                                                                                 Property that are not de minimis) in any of the following events: (i) if any petition for bankruptcy, insolvency, dissolution
                                                                                                                                                                                 or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by, consented to, or
                                                                                                                                                                                 acquiesced in by, the borrower; (ii) borrower or guarantor shall have colluded with other creditors to cause an involuntary
                                                                                                                                                                                 bankruptcy filing with respect to the borrower or (iii) transfers of either the Mortgaged Property or equity interests in
                                                                                                                                                                                 borrower made in violation of the Mortgage Loan documents; and (b) contains provisions providing for recourse against the
                                                                                                                                                                                 borrower and guarantor (which is a natural person or persons, or an entity distinct from the borrower (but may be affiliated
                                                                                                                                                                                 with the borrower) that has assets other than equity in the related Mortgaged Property that are not de minimis), for losses
                                                                                                                                                                                 and damages sustained in the case of (i) (A) misapplication, misappropriation or conversion of insurance proceeds or
                                                                                                                                                                                 condemnation awards or of rents following an event of default, or (B) any security deposits not delivered to lender upon
                                                                                                                                                                                 foreclosure or action in lieu thereof (except to the extent applied in accordance with leases prior to a Mortgage Loan event
                                                                                                                                                                                 of default); (ii) the borrower’s fraud or intentional misrepresentation; (iii) willful misconduct by the borrower or
                                                                                                                                                                                 guarantor; (iv) breaches of the environmental covenants in the Mortgage Loan documents; or (v) commission of material
                                                                                                                                                                                 physical waste at the Mortgaged Property, which may, with respect to this clause (v), in certain instances, be limited to the
                                                                                                                                                                                 extent there is sufficient cash flow generated by the related Mortgaged Property to prevent such waste or acts or omissions
                                                                                                                                                                                 of the related borrower, guarantor, property manager or their affiliates, employees or agents.

        	 	(a)(iii)
    of representation and warranty 28. If such provisions are found, it will be a Test pass.	 
	28b

         
	Review
                                         the Mortgage Loan Documents to determine if there exist provisions permitting recourse
                                         against the borrower and guarantor in connection with the events or circumstances set
                                         forth in clauses (b)(i) through (b)(v) of representation and warranty 28. If so determined,
                                         it will be a Test pass.

        	Mortgage
                                         Loan Documents

        
	29.       Mortgage
                                         Releases. The terms of the related Mortgage


        or
        related Mortgage Loan documents do not provide for release of any material portion of the Mortgaged Property from the
        lien of the Mortgage except (a) a partial release, accompanied by principal repayment, or partial defeasance (as defined
        in representation and warranty 34 below), in each case, of not less

        	29a

         
	Review
                                         the Mortgage Loan Documents to determine if the only conditions under which a property
                                         may be released during the life of the loan are as set forth in clauses (a) through (e)
                                         of the first sentence of representation and warranty 29. If so determined, it will be
                                         a Test pass.

        	Mortgage
                                         Loan Documents

        




     Exhibit PP-3-29


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	than
                                         a specified percentage at least equal to 115% of the related allocated loan amount of
                                         such portion of the Mortgaged Property, (b) upon payment in full of such JPMCB Mortgage
                                         Loan, (c) upon a Defeasance (as defined in representation and warranty 34), (d) releases
                                         of out-parcels that are unimproved or other portions of the Mortgaged Property which
                                         will not have a material adverse effect on the underwritten value of the Mortgaged Property
                                         and which were not afforded any material value in the appraisal obtained at the origination
                                         of the JPMCB Mortgage Loan and are not necessary for physical access to the Mortgaged
                                         Property or compliance with zoning requirements, or (e) as required pursuant to an order
                                         of condemnation. With respect to any partial release (including in connection with any
                                         partial Defeasance) under the preceding clauses (a) or (d), either: (x) such release
                                         of collateral (i) would not constitute a “significant modification” of the
                                         subject JPMCB Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)(2)
                                         and (ii) would not cause the subject JPMCB Mortgage Loan to fail to be a “qualified
                                         mortgage” within the meaning of Section 860G(a)(3)(A) of the Code; or (y) the mortgagee
                                         or servicer can, in accordance with the related Mortgage Loan documents, condition such
                                         release of collateral on the related borrower’s delivery of an opinion of tax counsel
                                         to the effect specified in the immediately preceding clause (x). For purposes of the
                                         preceding clause (x), for any JPMCB Mortgage Loan originated after December 6, 2010,
                                         if the fair market value of the real property constituting such Mortgaged Property (reduced
                                         by (1) the amount of any lien on the real property that is senior to the JPMCB Mortgage
                                         Loan and (2) a proportionate amount of any lien on the real property that is in parity
                                         with the lien of the JPMCB Mortgage Loan) after the release is not equal to at least
                                         80% of the principal balance of the JPMCB Mortgage Loan or Whole Loan outstanding after
                                         the release, the borrower is required to make a payment of principal in an amount not
                                         less than the amount required by the REMIC provisions.

                                                                                                                                                                                  


        In
        the case of any JPMCB Mortgage Loan originated after December 6, 2010, in the event of a taking of any portion of a

        	29b

         
	Review
                                         the Mortgage Loan Documents to determine if any partial release described in clauses
                                         (a) or (d) of the first sentence of representation and warranty 29 (i) for JPMCB Mortgage
                                         Loans originated on or before December 6, 2010, is pursuant to a unilateral option of
                                         the borrower within the meaning of Treasury Regulations Section 1.1001-3 or (ii) for
                                         JPMCB Mortgage Loans originated after December 6, 2010, is prohibited if the ratio of
                                         the value of the remaining Mortgaged Property to the outstanding principal amount of
                                         the JPMCB Mortgage Loan or Whole Loan, as applicable, is less than 80% (based solely
                                         on the value of the real property securing such JPMCB Mortgage Loan) without a “qualified
                                         paydown” as such term is defined in Revenue Procedure 2010-30. If so determined,
                                         it will be a Test pass.

        	Mortgage
                                         Loan Documents

        
	29c

         
	Review
                                         the Mortgage Loan Documents to determine if there are provisions that provide that, for
                                         any JPMCB Mortgage Loan originated after December 6, 2010, in the event of a taking of
                                         any portion of a Mortgaged Property by a State or any political subdivision or authority
                                         thereof, whether by legal proceeding or by agreement, the borrower can be required to
                                         pay down the principal balance of the JPMCB Mortgage Loan or Whole Loan in an amount
                                         not less than the amount required by the REMIC Provisions and, to such extent, may not
                                         be required to be applied to the restoration of the Mortgaged Property or released to
                                         the borrower, if, immediately after the release of such portion of the Mortgaged Property
                                         from the lien of the Mortgage (but taking into account the planned restoration) the fair
                                         market value of the real property constituting the remaining Mortgaged Property (reduced
                                         by (1) the amount of any lien on the real property that is senior to the

        	Mortgage
                                         Loan Documents

        




     Exhibit PP-3-30


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	Mortgaged
                                         Property by a State or any political subdivision or authority thereof, whether by legal
                                         proceeding or by agreement, the borrower can be required to pay down the principal balance
                                         of the JPMCB Mortgage Loan or Whole Loan in an amount not less than the amount required
                                         by the REMIC provisions and, to such extent, such amount may not be required to be applied
                                         to the restoration of the Mortgaged Property or released to the borrower, if, immediately
                                         after the release of such portion of the Mortgaged Property from the lien of the Mortgage
                                         (but taking into account the planned restoration) the fair market value of the real property
                                         constituting the remaining Mortgaged Property (reduced by (1) the amount of any lien
                                         on the real property that is senior to the JPMCB Mortgage Loan and (2) a proportionate
                                         amount of any lien on the real property that is in parity with the lien of the JPMCB
                                         Mortgage Loan) is not equal to at least 80% of the remaining principal balance of the
                                         JPMCB Mortgage Loan or Whole Loan.

                                                                                                                                                                                                     


        In
        the case of any JPMCB Mortgage Loan originated after December 6, 2010, no such JPMCB Mortgage Loan that is secured by
        more than one Mortgaged Property or that is cross- collateralized with another JPMCB Mortgage Loan permits the release
        of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due to a partial condemnation,
        other than in compliance with the loan-to-value ratio and other requirements of the REMIC provisions.

        	 	JPMCB
    Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the lien of the JPMCB
    Mortgage Loan) is not equal to at least 80% of the remaining principal balance of the Mortgage Loan or Whole Loan. If so determined,
    it will be a Test pass.	 
	29d

         
	Review
                                         the Mortgage Loan Documents to determine if, for any JPMCB Mortgage Loan originated after
                                         December 6, 2010 and is secured by more than one Mortgaged Property or that is cross-collateralized
                                         with another JPMCB Mortgage Loan, the JPMCB Mortgage Loan does not permit the release
                                         of cross- collateralization of the related Mortgaged Properties or a portion thereof,
                                         including due to a partial condemnation, if the ratio of the value of the remaining Mortgaged
                                         Property to the outstanding principal amount of the JPMCB Mortgage Loan or Whole Loan,
                                         as applicable, is less than 80% (based solely on the value of the real property securing
                                         such JPMCB Mortgage Loan) without a “qualified paydown” as such term is defined
                                         in Revenue Procedure 2010-30. If so determined, it will be a Test pass.

        	Mortgage
                                         Loan Documents

        
	30.       Financial
                                         Reporting and Rent Rolls. Each Mortgage requires the borrower to provide the owner
                                         or holder of the Mortgage with quarterly (other than for single-tenant properties) and
                                         annual operating statements, and quarterly (other than for single-tenant properties)
                                         rent rolls for properties that have leases contributing more than 5% of the in-place
                                         base rent and annual financial statements, which annual financial statements (i) with
                                         respect to each JPMCB Mortgage Loan with more than one borrower are in the form of an
                                         annual combined balance sheet of the borrower entities (and no other entities), together
                                         with the related combined statements of operations, members’ capital and

        	30a

         
	Review
                                         the Mortgage Loan Documents to determine if they require the borrower to provide the
                                         owner or holder of the Mortgage with quarterly (other than for single-tenant properties)
                                         and annual operating statements. If so determined, it will be a Test pass.

        	Mortgage
                                         Loan Documents

        
	30b

         
	Review
                                         the Mortgage Loan Documents to determine if they require the borrower to provide the
                                         owner or holder of the Mortgage with quarterly (other than for single-tenant properties)
                                         rent rolls for properties that have leases contributing more than 5% of the in-place

        	Mortgage
                                         Loan Documents

        




     Exhibit PP-3-31


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	cash
    flows, including a combining balance sheet and statement of income for the Mortgaged Properties on a combined basis and (ii)
    for each JPMCB Mortgage Loan with an original principal balance greater than $50 million shall be audited by an independent
    certified public accountant upon the request of the owner or holder of the Mortgage.	 	base
    rent. If so determined, it will be a Test pass.	 
	30c

         
	Review
                                         the Mortgage Loan Documents to determine if there is more than one borrower with respect
                                         to the JPMCB Mortgage Loan, and if so determined, review to determine if the annual financial
                                         statements for each are required to be in the form of an annual combined balance sheet
                                         of the borrower entities (and no other entities), together with the related combined
                                         statements of operations, members’ capital and cash flows, including a combining
                                         balance sheet and statement of income for the Mortgaged Properties on a combined basis.
                                         If so determined with respect to each part of this Test, it will be a Test pass.

        	Mortgage
                                         Loan Documents

        
	30d

         
	Review
                                         the Mortgage Loan Documents to determine if the original principal balance was greater
                                         than $50 million, and if so, review the Mortgage Loan Documents to determine if the annual
                                         financial statements are required to be audited by an independent certified public accountant
                                         upon the request of the owner or holder of the Mortgage. If so determined, it will be
                                         a Test pass.

        	Mortgage
                                         Loan Documents

        
	31.       Acts
                                         of Terrorism Exclusion. With respect to each JPMCB Mortgage Loan over $20 million,
                                         the related special-form all-risk insurance policy and business interruption policy (issued
                                         by an insurer meeting the Insurance Rating Requirements) do not specifically exclude
                                         Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended
                                         by the Terrorism Risk Insurance Program Reauthorization Act of 2019 (collectively referred
                                         to as “TRIA”), from coverage, or if such coverage is excluded, it is covered
                                         by a separate terrorism insurance policy. With respect to each other JPMCB Mortgage Loan,
                                         the related special all-risk insurance policy and business interruption policy (issued
                                         by an insurer meeting the Insurance Rating Requirements) did not, as of the date of origination
                                         of the JPMCB Mortgage Loan, and, to the Mortgage Loan Seller’s

        	31a

         
	Review
                                         the Mortgage Loan Documents to determine if the original principal balance was greater
                                         than $20 million. If so determined, review the related special- form all-risk insurance
                                         policy and business interruption policy (issued by an insurer meeting the Insurance Rating
                                         Requirements) to determine if they do not specifically exclude acts of terrorism from
                                         coverage, or if they do, there exists in the Diligence File a separate terrorism insurance
                                         policy related to the Mortgaged Property. If so determined, it will be a Test pass.

        	Mortgage
                                         Loan Documents; Insurance Policies; Diligence File

        
	31b

         
	Review
                                         the Mortgage Loan Documents to determine if the original principal balance was $20 million
                                         or

        	Mortgage
                                         Loan Documents; Insurance Policy

        




     Exhibit PP-3-32


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	knowledge,
    do not, as of the Cut-off Date, specifically exclude Acts of Terrorism, as defined in TRIA, from coverage, or if such coverage
    is excluded, it is covered by a separate terrorism insurance policy. With respect to each JPMCB Mortgage Loan, the related
    Mortgage Loan documents do not expressly waive or prohibit the mortgagee from requiring coverage for Acts of Terrorism, as
    defined in TRIA, or damages related thereto, except to the extent that any right to require such coverage may be limited by
    availability on commercially reasonable terms.	 	less
    at origination. If so, review the related special all-risk insurance policy and business interruption policy to determine
    if they do not, as of the date of origination of the JPMCB Mortgage Loan, specifically exclude acts of terrorism, from coverage,
    or if such coverage is excluded, it is covered by a separate terrorism insurance policy. If so determined with respect to
    each part of this Test, it will be a Test pass.	 
	31c

         
	Review
                                         the insurance policy to determine if, as of the Cut-off Date, the related special all-risk
                                         insurance policy and business interruption policy specifically excluded acts of terrorism
                                         from coverage, and if such coverage is excluded, the related Mortgaged Property was not
                                         covered by a separate terrorism insurance policy. If not so determined, it will be a
                                         Test pass

        	Mortgage
                                         Loan Documents; Insurance Policy

        
	31d

         
	Review
                                         the Mortgage Loan Documents to determine if they expressly waive or prohibit the mortgagee
                                         from requiring coverage for acts of terrorism, or damages related thereto, except to
                                         the extent that any right to require such coverage may be limited by availability on
                                         commercially reasonable terms. If not so determined, it will be a Test pass.

        	Mortgage
                                         Loan Documents

        
	32.       Due
                                         on Sale or Encumbrance. Subject to specific exceptions set forth below, each JPMCB
                                         Mortgage Loan contains a “due-on-sale” or other such provision for the acceleration
                                         of the payment of the unpaid principal balance of such JPMCB Mortgage Loan if, without
                                         the consent of the holder of the Mortgage and/or complying with the requirements of the
                                         related Mortgage Loan documents (which provide for transfers without the consent of the
                                         lender which are customarily acceptable to the Mortgage Loan Seller lending on the security
                                         of property comparable to the related Mortgaged Property, such as transfers of worn-out
                                         or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent
                                         value and

        	32a

         
	Review
                                         the Mortgage Loan Documents to determine if there are “due-on-sale” or other
                                         such provisions for the acceleration of the payment of the unpaid principal balance of
                                         such JPMCB Mortgage Loan in the circumstances described in the first sentence of representation
                                         and warranty 32. If so determined, it will be a Test pass.

        	Mortgage
                                         Loan Documents

        
	32b

         
	Review
                                         the Mortgage Loan Documents to determine if there are provisions that require that if
                                         Rating Agency fees are incurred in connection with the review of and consent to any transfer
                                         or

        	Mortgage
                                         Loan Documents

        




     Exhibit PP-3-33


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	functionality
    and transfers by leases entered into in accordance with the Mortgage Loan documents), (a) the related Mortgaged Property,
    or any controlling equity interest in the related borrower, is directly or indirectly pledged, transferred or sold, other
    than as related to (i) family and estate planning transfers or transfers upon death or legal incapacity, (ii) transfers to
    certain affiliates as defined in the related Mortgage Loan documents, (iii) transfers of less than a controlling interest
    in a borrower, (iv) transfers to another holder of direct or indirect equity in the borrower, a specific Person designated
    in the related Mortgage Loan documents or a Person satisfying specific criteria identified in the related Mortgage Loan documents,
    (v) transfers of common stock in publicly traded companies, (vi) a substitution or release of collateral within the parameters
    of paragraphs 29 and 34, or (vii) by reason of any mezzanine debt that existed at the origination of the related JPMCB Mortgage
    Loan, or future permitted mezzanine debt or (b) the related Mortgaged Property is encumbered with a subordinate lien or security
    interest against the related Mortgaged Property, other than (i) any companion interest of any JPMCB Mortgage Loan or any subordinate
    debt that existed at origination and is permitted under the related Mortgage Loan documents, (ii) purchase money security
    interests, (iii) any JPMCB Mortgage Loan that is cross-collateralized and cross- defaulted with another JPMCB Mortgage Loan
    or (iv) Permitted Encumbrances. The Mortgage or other Mortgage Loan documents provide that to the extent any Rating Agency
    fees are incurred in connection with the review of and consent to any transfer or encumbrance, the borrower is responsible
    for such payment along with all other reasonable fees and expenses incurred by the mortgagee relative to such transfer or
    encumbrance.	 	encumbrance,
    the borrower is responsible for such payment along with all other reasonable fees and expenses incurred by the mortgagee relative
    to such transfer or encumbrance. If so determined, it will be a Test pass.	 
	33.       Single-Purpose
                                         Entity. Each JPMCB Mortgage Loan requires the borrower to be a Single-Purpose Entity
                                         for at least as long as the JPMCB Mortgage Loan is outstanding. Both the Mortgage Loan
                                         documents and the organizational documents of the borrower with respect to each JPMCB
                                         Mortgage Loan with a

        	33a

         
	Review
                                         the Mortgage Loan Documents to determine if they require the borrower to be a Single-Purpose
                                         Entity (as defined in representation and warranty 33) for at least as long as any JPMCB
                                         Mortgage Loan is outstanding. If so determined, it will be a Test pass.

        	Mortgage
                                         Loan Documents

        




     Exhibit PP-3-34


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	Cut-off
    Date Balance in excess of $5 million provide that the borrower is a Single-Purpose Entity, and each JPMCB Mortgage Loan with
    a Cut-off Date Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the borrower. For
    this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents
    (or if the JPMCB Mortgage Loan has a Cut-off Date Balance equal to $5 million or less, its organizational documents or the
    related Mortgage Loan documents) provide substantially to the effect that it was formed or organized solely for the purpose
    of owning and operating one or more of the Mortgaged Properties securing the JPMCB Mortgage Loans and prohibit it from engaging
    in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or
    which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not have any assets
    other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other
    than as permitted by the related Mortgage(s) or the other related Mortgage Loan documents, that it has its own books and records
    and accounts separate and apart from those of any other person (other than a borrower for a JPMCB Mortgage Loan that is cross-
    collateralized and cross-defaulted with the related JPMCB Mortgage Loan), and that it holds itself out as a legal entity,
    separate and apart from any other person or entity.	33b

         
	Examine
                                         the JPMCB Mortgage Loan Purchase Agreement or the PSA for the Cut-off Date Balance of
                                         the JPMCB Mortgage Loan. If the JPMCB Mortgage Loan had a Cut-off Date Balance in excess
                                         of $5 million, review the Mortgage Loan Documents and the borrower’s organizational
                                         documents to determine if they require that the borrower is a Single-Purpose Entity and
                                         that the borrower’s organization documents show as such. If so determined, it will
                                         be a Test pass.

        	Mortgage
                                         Loan Documents; JPMCB Mortgage Loan Purchase Agreement; PSA; Borrower’s organizational
                                         documents

        
	33c

         
	Review
                                         the JPMCB Mortgage Loan Purchase Agreement or the PSA for Closing Date balances, and
                                         with respect to JPMCB Mortgage Loans with a Cut-off Date Balance of $20 million, review
                                         the Borrower’s Counsel Opinion for an opinion regarding non-consolidation of the
                                         borrower. If such an opinion is found, it will be a Test pass.

        	JPMCB
                                         Mortgage Loan Purchase Agreement; PSA; Borrower’s Counsel Opinion

        
	34.       Defeasance.
                                         With respect to any JPMCB Mortgage Loan that, pursuant to the Mortgage Loan documents,
                                         can be defeased (a “Defeasance”), (i) the Mortgage Loan documents
                                         provide for Defeasance as a unilateral right of the borrower, subject to satisfaction
                                         of conditions specified in the Mortgage Loan documents; (ii) the JPMCB Mortgage Loan
                                         cannot be defeased within two years after the Closing Date; (iii) the borrower is permitted
                                         to pledge only United States “government securities” within the meaning of
                                         Treasury Regulations Section 1.860G- 2(a)(8)(ii), the revenues from which will, in the
                                         case of a full Defeasance, be sufficient to make all scheduled payments under the JPMCB
                                         Mortgage Loan when due, including the entire

        	34

         
	Review
                                         the Mortgage Loan Documents to determine if there are provisions allowing the JPMCB Mortgage
                                         Loan to be defeased, and if so, whether such Mortgage Loan Documents contain the provisions
                                         described in clauses (i) through (viii) of representation and warranty 34. If so determined,
                                         it will be a Test pass.

        	Mortgage
                                         Loan Documents

        




     Exhibit PP-3-35


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	remaining
    principal balance on (A) the maturity date, (B) on or after the first date on which payment may be made without payment of
    a yield maintenance charge or prepayment penalty; or (C) if the JPMCB Mortgage Loan is an ARD Loan, the entire principal balance
    outstanding on the related Anticipated Repayment Date, and if the JPMCB Mortgage Loan permits partial releases of real property
    in connection with partial Defeasance, the revenues from the collateral will be sufficient to pay all such scheduled payments
    calculated on a principal amount equal to a specified percentage at least equal to 115% of the allocated loan amount for the
    real property to be released; (iv) the defeasance collateral is not permitted to be subject to prepayment, call, or early
    redemption; (v) the borrower is required to provide a certification from an independent certified public accountant that the
    collateral is sufficient to make all scheduled payments under the Mortgage Note as set forth in (iii) above, (vi) if the borrower
    would continue to own assets in addition to the defeasance collateral, the portion of the JPMCB Mortgage Loan secured by defeasance
    collateral is required to be assumed (or the mortgagee may require such assumption) by a Single-Purpose Entity; (vii) the
    borrower is required to provide an opinion of counsel that the mortgagee has a perfected security interest in such collateral
    prior to any other claim or interest; and (viii) the borrower is required to pay all rating agency fees associated with Defeasance
    (if rating confirmation is a specific condition precedent thereto) and all other reasonable out-of-pocket expenses associated
    with Defeasance, including, but not limited to, accountant’s fees and opinions of counsel.	 	 	 
	35.       Fixed
                                         Interest Rates. Each JPMCB Mortgage Loan bears interest at a rate that remains fixed
                                         throughout the remaining term of such JPMCB Mortgage Loan, except in the case of an ARD
                                         Loan and situations where default interest is imposed.

        	35

         
	Review
                                         the Mortgage Note or Loan Agreement to determine if there are provisions requiring that
                                         the loan has a fixed interest rate that remains fixed throughout the term of such JPMCB
                                         Mortgage Loan, except in the case of an ARD Loan and situations where default interest
                                         is imposed. If so determined, it will be a Test pass.

        	Mortgage
                                         Note; Loan Agreement

        
	36.       Ground
                                         Leases. For purposes of the Mortgage Loan

        	36a

         
	Review
                                         the appraisal to determine if the Loan is

        	Appraisal;
                                         Mortgage Loan

        




     Exhibit PP-3-36


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	Purchase
                                         Agreement, a “Ground Lease” shall mean a leasehold estate in real
                                         property where the fee owner as the ground lessor conveys for a term or terms of years
                                         its entire interest in the land and buildings and other improvements, if any, to the
                                         ground lessee (who may, in certain circumstances, own the building and improvements on
                                         the land), subject to the reversionary interest of the ground lessor as fee owner.

                                                                                                                                                                                  


        With
        respect to any JPMCB Mortgage Loan where the JPMCB Mortgage Loan is secured by a ground leasehold estate in whole or in
        part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property,
        based upon the terms of the ground lease and any estoppel or other agreement received from the ground lessor in favor
        of the Mortgage Loan Seller, its successors and assigns:

         


        (A)
             The ground lease or a memorandum regarding such ground lease has been duly recorded or submitted for recordation in a
        form that is acceptable for recording in the applicable jurisdiction. The ground lease or an estoppel or other agreement
        received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not
        restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would adversely
        affect the security provided by the related Mortgage. To the Mortgage Loan Seller’s knowledge, no material change
        in the terms of the ground lease had occurred since its recordation, except by any written instruments which are included
        in the related Mortgage File;

         


        (B)       The
        lessor under such ground lease has agreed in a writing included in the related Mortgage File (or in such ground lease)
        that the ground lease may not be amended, modified, canceled or terminated without the prior written consent of the lender
        and that any such action without such consent is not binding on the lender, its successors or assigns;

         


        (C)       The
        ground lease has an original term (or an original term plus one or more optional renewal terms, which, under all

        	 	secured
    by a Ground Lease (as defined in representation and warranty 36). If so, review the Title Policy and Mortgage Loan Documents
    to determine if the related Mortgage does not also encumber the lessor’s fee interest in the Mortgaged Property. If
    so determined, it will be a Test pass.	Documents
	36b

         
	Review
                                         the Title Policy and Mortgage Loan Documents to determine if the Ground Lease or memorandum
                                         has been recorded or submitted for recordation. If so determined, it will be a Test pass.

        	Title
                                         Policy; Mortgage Loan Documents

        
	36c

         
	Review
                                         the Ground Lease and the ground lessor’s estoppel (or other agreement of the ground
                                         lessor) to determine if the interest of the lessee is permitted to be encumbered by the
                                         Mortgage and does not restrict the use of the Mortgaged Property by such lessee, its
                                         successors or assigns in a manner that would adversely affect the security provided by
                                         the Mortgage. If so determined, it will be a Test pass.

        	Ground
                                         Lease; Ground lessor’s estoppel

        
	36d

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         that, as of the Closing Date, there was any material change in the terms of any Ground
                                         Lease since its recordation. If such a notation or other indication is not found, it
                                         will be a Test pass.

                                                                                                                                               


        If
        such a notation or other indication is found, review the Mortgage File to determine if the modification agreement or instrument
        is in the Mortgage File. If so determined, it will be a Test pass.

        	MS
                                         Servicer Notices; Mortgage File

        
	36e

         
	Review
                                         the Ground Lease and Ground lessor’s estoppel to determine if the lessor has agreed
                                         that the Ground Lease may not be amended, modified, canceled or terminated without the
                                         prior written consent of the lender and that any such action without

        	Ground
                                         Lease; Estoppel (or other agreement of the ground lessor)

        




     Exhibit PP-3-37


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	circumstances,
                                         may be exercised, and will be enforceable, by either borrower or the mortgagee) that
                                         extends not less than 20 years beyond the stated maturity of the related JPMCB Mortgage
                                         Loan, or 10 years past the stated maturity if such JPMCB Mortgage Loan fully amortizes
                                         by the stated maturity (or with respect to a JPMCB Mortgage Loan that accrues on an actual
                                         360 basis, substantially amortizes);

                                                                                                                                                                                  


        (D)       The
        ground lease is not subject to any interests, estates, liens or encumbrances superior to, or of equal priority with, the
        Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances;

         


        (E)       The
        ground lease does not place commercially unreasonable restrictions on the identity of the mortgagee and the ground lease
        is assignable to the holder of the JPMCB Mortgage Loan and its successors and assigns without the consent of the lessor
        thereunder, and in the event it is so assigned, it is further assignable by the holder of the JPMCB Mortgage Loan and
        its successors and assigns without the consent of the lessor;

         


        (F)       The
        Mortgage Loan Seller has not received any written notice of default under or notice of termination of such ground lease.
        To the Mortgage Loan Seller’s knowledge, there is no default under such ground lease and no condition that, but
        for the passage of time or giving of notice, would result in a default under the terms of such ground lease. Such ground
        lease is in full force and effect as of the Closing Date;

         


        (G)       The
        ground lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the lender written
        notice of any default, provides that no notice of default or termination is effective unless such notice is given to the
        lender, and requires that the ground lessor will supply an estoppel;

         


        (H)       A
        lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest
        of the lessee under the ground lease through legal

        	 	such
    consent is not binding on the lender, its successors or assigns. If so determined, it will be a Test pass.	 
	36f

         
	Review
                                         the Ground Lease to determine if it has an original term (or an original term plus one
                                         or more optional renewal terms, which, under all circumstances, may be exercised, and
                                         will be enforceable, by either borrower or the mortgagee) that extends not less than
                                         20 years beyond the stated maturity of the JPMCB Mortgage Loan, or 10 years past the
                                         stated maturity if such JPMCB Mortgage Loan fully amortizes by the stated maturity (or
                                         with respect to a JPMCB Mortgage Loan that accrues on an actual 360 basis, substantially
                                         amortizes). If so determined, it will be a Test pass.

        	Ground
                                         Lease; Estoppel

        
	36g

         
	Review
                                         the Title Policy to determine if the Ground Lease is not subject to any interests, estates,
                                         liens or encumbrances superior to, or of equal priority with, the Mortgage, except for
                                         the related fee interest of the ground lessor and the Permitted Encumbrances. If so determined,
                                         it will be a Test pass.

        	Title
                                         Policy

        
	36h

         
	Review
                                         the Ground Lease and any estoppel (or other agreement of the ground lessor) to determine
                                         if the Ground Lease does not place restrictions on the identity of the Mortgagee, as
                                         determined by the Asset Representations Reviewer. If so determined, it will be a Test
                                         pass.

        	Ground
                                         Lease; Estoppel (or other agreement of the ground lessor)

        
	36i

         
	Review
                                         the Ground Lease or estoppel (or other agreement of the ground lessor) to determine if
                                         the Ground Lease is assignable to the holder of any JPMCB Mortgage Loan and its successors
                                         and assigns without the consent of the lessor, and in the event of such assignment, it
                                         is further assignable by the holder of any JPMCB Mortgage Loan and its

        	Ground
                                         Lease; Estoppel (or other agreement of the ground lessor)

        




     Exhibit PP-3-38


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	proceedings)
                                         to cure any default under the ground lease which is curable after the lender’s
                                         receipt of notice of any default before the lessor may terminate the ground lease;

                                                                                                                                                                                  


        (I)        The
        ground lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by the Mortgage
        Loan Seller in connection with loans originated for securitization;

         


        (J)        Under
        the terms of the ground lease, an estoppel or other agreement received from the ground lessor and the related Mortgage
        (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s
        interest (other than in respect of a total or substantially total loss or taking as addressed in subpart (k)) will be
        applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such
        proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the lender or a trustee
        appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment
        of the outstanding principal balance of the JPMCB Mortgage Loan, together with any accrued interest;

         


        (K)       In
        the case of a total or substantial taking or loss, under the terms of the ground lease, an estoppel or other agreement
        and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable
        to ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged
        Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance
        of the JPMCB Mortgage Loan, together with any accrued interest; and

         


        (L)       Provided
        that the lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a
        new lease with lender upon termination of the ground lease for any reason, including rejection of the ground lease in
        a bankruptcy proceeding.

        	 	successors
    and assigns without the consent of the lessor. If so determined, it will be a Test pass.	 
	36j

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         that the Mortgage Loan Seller has received any written notice of default under or notice
                                         of termination of such Ground Lease. If such a notation or other indication is not found,
                                         it will be a Test pass.

        	MS
                                         Servicer Notices

        
	36k

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         that the Mortgage Loan Seller had knowledge as of the Closing Date that there was a default
                                         under such Ground Lease or there existed any condition that, but for the passage of time
                                         or giving notice, would result in a default under the terms of such Ground Lease. If
                                         such a notation or other indication is not found, it will be a Test pass.

        	MS
                                         Servicer Notices

        
	36l

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         that the Ground Lease was not in full force and effect as of the Closing Date. If such
                                         a notation or other indication is not found, it will be a Test pass.

        	MS
                                         Servicer Notices

        
	36m

         
	Review
                                         the Ground Lease or estoppel (or other agreement of the ground lessor) to determine if
                                         the lessor is required to give to the lender written notice of any default, and provides
                                         that no notice of default or termination is effective unless such notice is given to
                                         the lender, and requires that the ground lessor will supply an estoppel. If so determined,
                                         it will be a Test pass.

        	Ground
                                         Lease; Estoppel (or other agreement of the ground lessor)

        
	36n

         
	Review
                                         the Ground Lease or estoppel (or other agreement of the ground lessor) to determine if
                                         the lender is permitted an opportunity (including, where

        	Ground
                                         Lease; estoppel (or other agreement of the ground lessor)

        




     Exhibit PP-3-39


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	necessary,
    sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure
    any default under the Ground Lease which is curable after the lender’s receipt of notice of any default before the lessor
    may terminate the Ground Lease. If so determined, it will be a Test pass.	 
	36o

         
	Review
                                         the Ground Lease to determine if it does not impose any unreasonable restrictions on
                                         subletting. If so determined, it will be a Test pass.

        	Ground
                                         Lease

        
	36p

         
	Review
                                         the Ground Lease, estoppel (or other agreement of the ground lessor), and Mortgage Loan
                                         Documents to determine if there are provisions that any related insurance proceeds or
                                         the portion of the condemnation award allocable to the ground lessee’s interest
                                         (other than in respect of a total or substantially total loss or taking as addressed
                                         in subpart (K)) are required to be applied either to the repair or to restoration of
                                         all or part of the related Mortgaged Property with (so long as such proceeds are in excess
                                         of the threshold amount specified in the related Mortgage Loan Documents) the lender
                                         or a trustee appointed by it having the right to hold and disburse such proceeds as repair
                                         or restoration progresses, or to the payment of the outstanding principal balance of
                                         the JPMCB Mortgage Loan, together with any accrued interest. If so determined, it will
                                         be a Test pass.

        	Ground
                                         Lease; Estoppel (or other agreement of the ground lessor); Mortgage Loan Documents

        
	36q

         
	Review
                                         the Ground Lease, estoppel (or other agreement of the ground lessor), and Mortgage Loan
                                         Documents to determine if, in the case of a total or substantial taking or loss, under
                                         the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage
                                         (taken together), any related insurance proceeds, or portion of the condemnation

        	Ground
                                         Lease; Estoppel (or other agreement of the ground lessor); Mortgage Loan Documents

        




     Exhibit PP-3-40


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	award
    allocable to ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged
    Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance
    of any JPMCB Mortgage Loan, together with any accrued interest. If so determined, it will be a Test pass.	 
	36r

         
	Review
                                         the Ground Lease or estoppel (or other agreement of the ground lessor) to determine if
                                         the ground lessor has agreed to enter into a new lease with lender upon termination of
                                         the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy
                                         proceeding, provided that the lender cures any defaults which are susceptible to being
                                         cured. If so determined, it will be a Test pass.

        	Ground
                                         Lease; Estoppel (or other agreement of the ground lessor)

        
	37.       Servicing.
                                         The servicing and collection practices used by the Mortgage Loan Seller in respect of
                                         each JPMCB Mortgage Loan complied in all material respects with all applicable laws and
                                         regulations and was in all material respects legal, proper and prudent, in accordance
                                         with Mortgage Loan Seller’s customary commercial mortgage servicing practices.

        	37

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claims or assertions
                                         to the effect that the servicing and collection practices used by the Mortgage Loan Seller
                                         in respect of the JPMCB Mortgage Loan did not comply in all material respects with all
                                         applicable laws and regulations or was not in all material respects legal, proper and
                                         prudent, in accordance with Mortgage Loan Seller’s customary commercial mortgage
                                         servicing practices. If such a notation or other indication is not found, it will be
                                         a Test pass.

        	MS
                                         Servicer Notices

        
	38.       ARD
                                         Loan. Each JPMCB Mortgage Loan identified in the Mortgage Loan Schedule as an ARD
                                         Loan starts to amortize no later than the Due Date of the calendar month immediately
                                         after the calendar month in which such ARD Loan closed and substantially fully amortizes
                                         over its stated term, which term is at least 60 months after the related Anticipated
                                         Repayment Date. Each ARD Loan has an Anticipated Repayment Date not less than five years
                                         following the origination of such JPMCB Mortgage Loan. If the related borrower elects
                                         not to prepay its ARD Loan in

        	38a

         
	Review
                                         the Mortgage Loan Schedule to identify if the JPMCB Mortgage Loan is an ARD Loan. If
                                         so, proceed to remaining tests. If not an ARD loan, it will be a Test pass for representation
                                         and warranty 38.

        	Mortgage
                                         Loan Schedule, Mortgage Loan Documents

        
	38b

         
	Review
                                         the Mortgage Loan Documents to determine if there are provisions requiring the ARD Loan
                                         to start to amortize no later than the Due Date of the

        	Mortgage
                                         Loan Schedule, Mortgage Loan Documents

        




     Exhibit PP-3-41


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	full
    on or prior to the Anticipated Repayment Date pursuant to the existing terms of the JPMCB Mortgage Loan or a unilateral option
    (as defined in Treasury Regulations under Section 1001 of the Code) in the JPMCB Mortgage Loan exercisable during the term
    of the JPMCB Mortgage Loan, (i) the JPMCB Mortgage Loan’s interest rate will step up to an interest rate per annum as
    specified in the related JPMCB Mortgage Loan documents; provided, however, that payment of such Excess Interest shall be deferred
    until the principal of such ARD Loan has been paid in full; (ii) all or a substantial portion of the excess cash flow (which
    is net of certain costs associated with owning, managing and operating the related Mortgaged Property) collected after the
    Anticipated Repayment Date shall be applied towards the prepayment of such ARD Loan and once the principal balance of an ARD
    Loan has been reduced to zero all excess cash flow will be applied to the payment of accrued Excess Interest; and (iii) if
    the property manager for the related Mortgaged Property can be removed by or at the direction of the mortgagee on the basis
    of a debt service coverage test, the subject debt service coverage ratio shall be calculated without taking account of any
    increase in the related Mortgage Interest Rate on such JPMCB Mortgage Loan’s Anticipated Repayment Date. No ARD Loan
    provides that the property manager for the related Mortgaged Property can be removed by or at the direction of the mortgagee
    solely because of the passage of the related Anticipated Repayment Date.	 	calendar
    month immediately after the calendar month in which such ARD Loan closed and fully amortizes over its stated term, which term
    is at least 60 months after the related Anticipated Repayment Date. If provisions are found, it will be a Test pass.	 
	38c

         
	Review
                                         the JPMCB Mortgage Loan Documents to determine if the ARD Loan has an Anticipated Repayment
                                         Date of not less than five years following the origination of such JPMCB Mortgage Loan.
                                         If so determined, it will be a Test pass

        	Mortgage
                                         Loan Schedule, Mortgage Loan Documents

        
	38d

         
	Review
                                         the JPMCB Mortgage Loan Documents to determine if there are provisions stating that the
                                         property manager for the related Mortgage Property can be removed by or at the direction
                                         of the mortgagee solely because of the passage of the related Anticipated Repayment Date.
                                         If such language is not found, it will be a Test pass

        	Mortgage
                                         Loan Schedule, JPMCB Mortgage Loan Documents

        
	39.       Rent
                                         Rolls; Operating Histories. The Mortgage Loan Seller has obtained a rent roll (each,
                                         a “Certified Rent Roll”) other than with respect to hospitality properties
                                         certified by the related borrower or the related guarantor(s) as accurate and complete
                                         in all material respects as of a date within 180 days of the date of origination of the
                                         related JPMCB Mortgage Loan. The Mortgage Loan Seller has obtained operating histories
                                         (the “Certified Operating Histories”) with respect to each Mortgaged
                                         Property certified by the related borrower or the related guarantor(s) as accurate and
                                         complete in all material respects as of a date within

        	39a

         
	Determine
                                         that there is one or more Certified Rent Rolls in the Diligence File for all properties
                                         other than hospitality properties, or, with respect to properties other than hospitality
                                         properties, a representation as to the accuracy of the rent roll or rent rolls is made
                                         by the borrower in the Mortgage Loan Documents. If there are Certified Rent Rolls, determine
                                         if they have been certified by the borrower or the guarantor(s) as being accurate and
                                         complete in all material respects within 180 days of the date of

        	Diligence
                                         File; Certified Rent Roll; Mortgage Loan Documents

        




     Exhibit PP-3-42


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	180
    days of the date of origination of the related JPMCB Mortgage Loan. The Certified Operating Histories collectively report
    on operations for a period equal to (a) at least a continuous three-year period or (b) in the event the Mortgaged Property
    was owned, operated or constructed by the borrower or an affiliate for less than three years then for such shorter period
    of time, it being understood that for mortgaged properties acquired with the proceeds of a JPMCB Mortgage Loan, Certified
    Operating Histories may not have been available.	 	origination
    of any JPMCB Mortgage Loan. If so determined as to each part of this Test, it will be a Test pass.	 
	39b

         
	Determine
                                         that there are operating histories for each Mortgaged Property that are certified by
                                         the borrower or the guarantor(s) as being accurate and complete in all material respects
                                         within 180 days of the date of origination of the related JPMCB Mortgage Loan. If so
                                         determined, it will be a Test pass.

        	Operating
                                         statements; Mortgage


        Loan
        Documents

        
	39c

         
	For
                                         any Mortgaged Property not acquired with the proceeds of any JPMCB Mortgage Loan, review
                                         the Certified Operating Histories to determine if they report on operations for a period
                                         equal to (a) at least a continuous three-year period or (b) in the event the Mortgaged
                                         Property was owned, operated or constructed by the borrower or an affiliate for less
                                         than three years then for such shorter period of time. If so determined, it will be a
                                         Test pass.

        	Operating
                                         statements

        
	40.       No
                                         Material Default; Payment Record. No JPMCB Mortgage Loan has been more than 30 days
                                         delinquent, without giving effect to any grace or cure period, in making required payments
                                         since origination, and as of the Closing Date, no JPMCB Mortgage Loan is delinquent (beyond
                                         any applicable grace or cure period) in making required payments. To the Mortgage Loan
                                         Seller’s knowledge, there is (a) no, and since origination there has been no, material
                                         default, breach, violation or event of acceleration existing under the related JPMCB
                                         Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which,
                                         with the passage of time or with notice and the expiration of any grace or cure period,
                                         would constitute a material default, breach, violation or event of acceleration, provided,
                                         however, that this representation and warranty does not cover any default, breach, violation
                                         or event of acceleration that specifically pertains to or arises out of an exception
                                         scheduled to any other representation and warranty made by the Mortgage

        	40a

         
	Review
                                         the Servicing File and the MS Servicer Notices for a notation or other indication that
                                         (i) the JPMCB Mortgage Loan has been more than 30 days delinquent, giving effect to any
                                         grace or cure period, in making required payments since origination, and (ii) the JPMCB
                                         Mortgage Loan was delinquent beyond any applicable grace or cure periods as of the Closing
                                         Date. If such a notation or other indication is not found, it will be a Test pass.

        	Servicing
                                         File; MS Servicer Notices

        
	40b

         
	Review
                                         the Servicing File and the MS Servicer Notices for a notation or other indication that
                                         (a) as of the Closing Date or since origination (i) there was a material default, breach,
                                         violation or event of acceleration existing under the related JPMCB Mortgage Loan or
                                         (b) as of the Closing Date, there was an event (other than payments due but not yet

        	Servicing
                                         File; MS Servicer Notices

        




     Exhibit PP-3-43


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	Loan
    Seller in Exhibit D to the Mortgage Loan Purchase Agreement. No person other than the holder of such JPMCB Mortgage Loan may
    declare any event of default under the JPMCB Mortgage Loan or accelerate any indebtedness under the Mortgage Loan documents.	 	delinquent)
    which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material
    default, breach, violation or event of acceleration (it being understood that the Asset Representations Reviewer will not
    deem as evidence any default, breach, violation or event of acceleration that specifically pertains to or arises out of an
    exception scheduled to any other representation and warranty made by any Mortgage Loan Seller in Exhibit C to the JPMCB Mortgage
    Loan Purchase Agreement). If such a notation or other indication is not found, it will be a Test pass.	 
	41.       Bankruptcy.
                                         In respect of each JPMCB Mortgage Loan, the related borrower is not a debtor in any bankruptcy,
                                         receivership, conservatorship, reorganization, insolvency, moratorium or similar proceeding.

        	41

         
	Review
                                         the Lexis/Nexis (or comparable) search and MS Servicer Notices for a notation or other
                                         indication that the borrower was a debtor in any bankruptcy, receivership, conservatorship,
                                         reorganization, insolvency, moratorium or similar proceeding on the Closing Date. If
                                         such notation or other indication is not found, it will be a Test pass.

        	Lexis/Nexis
                                         (or comparable) search; MS Servicer Notices

        
	42.       Organization
                                         of Borrower. The Mortgage Loan Seller has obtained an organizational chart or other
                                         description of each borrower which identifies all beneficial controlling owners of the
                                         borrower (i.e., managing members, general partners or similar controlling person for
                                         such borrower) (the “Controlling Owner”) and all owners that hold
                                         a 25% or greater direct ownership share (i.e., the “Major Sponsors”).
                                         The Mortgage Loan Seller (1) required questionnaires to be completed by each Controlling
                                         Owner and guarantor or performed other processes designed to elicit information from
                                         each Controlling Owner and guarantor regarding such Controlling Owner’s or guarantor’s
                                         prior history for at least 10 years regarding any bankruptcies or other insolvencies,
                                         any felony convictions, and (2) performed or caused to be performed searches of the public
                                         records or services such as Lexis/Nexis, or a similar service designed to elicit information
                                         about each Controlling Owner, Major Sponsor and guarantor regarding such Controlling
                                         Owner’s, Major Sponsor’s or

        	42a

         
	Review
                                         the Diligence File to determine if it includes an organizational chart or other description
                                         of each borrower in the Diligence File which purports to identify all Controlling Owners
                                         and Major Sponsors. If so determined, it will be a Test pass.

        	Diligence
                                         File; Organization Chart

        
	42b

         
	Review
                                         the Diligence File to determine if the Sponsor Diligence is included. If so determined,
                                         it will be a Test pass.

        	Diligence
                                         File

        




     Exhibit PP-3-44


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	guarantor’s
    prior history for at least 10 years regarding any bankruptcies or other insolvencies, any felony convictions, and provided,
    however, that records searches were limited to the last 10 years (clauses (1) and (2) collectively, the “Sponsor
    Diligence”). Based solely on the Sponsor Diligence, to the knowledge of the Mortgage Loan Seller, no Major Sponsor
    or guarantor (i) was in a state of federal bankruptcy or insolvency proceeding, (ii) had a prior record of having been in
    a state of federal bankruptcy or insolvency, or (iii) had been convicted of a felony.	 	 	 
	43.       Environmental
                                                                                                                                                                                        Conditions. At origination, each borrower represented and warranted that to its knowledge no hazardous materials or any
                                                                                                                                                                                        other substances or materials which are included under or regulated by environmental laws are located on, or have been
                                                                                                                                                                                        handled, manufactured, generated, stored, processed, or disposed of on or released or discharged from the Mortgaged Property,
                                                                                                                                                                                        except as disclosed by a Phase I environmental assessment (or a Phase II environmental assessment, if applicable) delivered
                                                                                                                                                                                        in connection with the origination of the JPMCB Mortgage Loan or except for those substances commonly used in the operation
                                                                                                                                                                                        and maintenance of properties of kind and nature similar to those of the Mortgaged Property in compliance with all
                                                                                                                                                                                        environmental laws and in a manner that does not result in contamination of the Mortgaged Property. A Phase I environmental
                                                                                                                                                                                        site assessment (or update of a previous Phase I and or Phase II site assessment) and, with respect to certain JPMCB Mortgage
                                                                                                                                                                                        Loans, a Phase II environmental site assessment (collectively, an “ESA”) meeting ASTM requirements
                                                                                                                                                                                        conducted by a reputable environmental consultant in connection with such JPMCB Mortgage Loan within 12 months prior to its
                                                                                                                                                                                        origination date (or an update of a previous ESA was prepared), and such ESA (i) did not reveal any known circumstance or
                                                                                                                                                                                        condition that rendered the Mortgaged Property at the date of the ESA in material noncompliance with applicable environmental
                                                                                                                                                                                        laws or the existence of recognized environmental conditions (as such term is defined in ASTM E1527-13 or its successor,
                                                                                                                                                                                        hereinafter “Environmental Condition”) or the need for further

        	43a

         
	Review
                                         the Mortgage Loan Documents to determine if they include a representation and warranty
                                         by the borrower described in the first sentence of representation and warranty 43. If
                                         so determined, it will be a Test pass.

        	Mortgage
                                         Loan Documents

        
	43b

         
	Review
                                         the Diligence File to determine if an ESA is included. If so determined, review the ESA
                                         to determine that the ESA was conducted in connection with the JPMCB Mortgage Loan within
                                         12 months prior to its origination date, and to confirm that the ESA on its face (i)
                                         did not reveal any known circumstance or condition that rendered the Mortgaged Property
                                         at the date of the ESA in material noncompliance with applicable environmental laws or
                                         the existence of recognized environmental conditions or the need for further investigation,
                                         or (ii) if any material noncompliance with environmental laws or the existence of an
                                         Environmental Condition (as defined in representation and warranty 43) or need for further
                                         investigation was indicated in any such ESA, then the following procedures will be performed:
                                         (43b-1 through 43b-5)


        1.
        Review escrow statements in the Diligence File used to determine if 125% of the funds reasonably

        	Diligence
                                         File; ESA; Escrow statements; Operations or maintenance plan; No further action letter;
                                         Closure letter; Environmental policy or lender’s pollution legal liability policy

        




     Exhibit PP-3-45


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	investigation,
    or (ii) if any material noncompliance with environmental laws or the existence of an Environmental Condition or need for further
    investigation was indicated in any such ESA, then at least one of the following statements is true: (A) 125% of the funds
    reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material
    noncompliance with applicable environmental laws or the Environmental Condition has been escrowed by the related borrower
    and is held by the related lender; (B) if the only Environmental Condition relates to the presence of asbestos-containing
    materials, radon in indoor air, lead based paint, or lead in drinking water, and the only recommended action in the ESA is
    the institution of such a plan, an operations or maintenance plan has been required to be instituted by the related borrower
    that can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition identified in the related
    environmental report was remediated or abated in all material respects prior to the Cut-off Date, and, as appropriate, a no
    further action or closure letter was obtained from the applicable governmental regulatory authority (or the environmental
    issue affecting the related Mortgaged Property was otherwise listed by such governmental authority as administratively “closed”
    or a reputable environmental consultant has concluded that no further action is required); (D) an environmental policy or
    a lender’s pollution legal liability insurance policy meeting the requirements set forth below that covers liability
    for the identified circumstance or condition was obtained from an insurer rated no less than A- (or the equivalent) by Moody’s
    Investors Service, Inc., S&P Global Ratings and/or Fitch Ratings, Inc.; (E) a party not related to the borrower with assets
    reasonably estimated to be adequate to effect all necessary remediation was identified as the responsible party for such condition
    or circumstance; or (F) a party related to the borrower with assets reasonably estimated to be adequate to effect all necessary
    remediation was identified as the responsible party for such condition or circumstance is required to take action. The ESA
    will be part of the Servicing File; and to the Mortgage Loan Seller’s knowledge, except as set forth in the ESA, there
    is no (i)	 	estimated
                                                                                                                                       by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with
                                                                                                                                       applicable environmental laws or the Environmental Condition has been escrowed by the Borrower and is held by the
                                                                                                                                       lender.

         


        2.
        If the determination in subpart 1 cannot be made and if the only Environmental Condition relates to the presence of asbestos-containing
        materials, radon in indoor air, lead-based paint, or lead in drinking water, and the only recommended action in the ESA
        is the institution of an operations or maintenance plan, review the Diligence File to determine if there exists an operations
        or maintenance plan regarding such Environmental Condition. If so determined, confirm that the plan on its face appears
        to be expected to mitigate the identified risk.

         


        3.
        If the determination in subpart 1 cannot be made and the determination in subpart 2 cannot be made or such subpart is
        not applicable, review the Diligence File to determine if any Environmental Condition identified was remediated or abated
        in all material respects prior to the Cut-off Date, or that a no further action or closure letter was obtained from the
        applicable governmental regulatory authority (or to determine if the environmental issue affecting the Mortgaged Property
        was otherwise listed by such governmental authority as administratively “closed” or a reputable environmental
        consultant has concluded that no further action is required).

         


        4.
        If the determinations in subparts 1 and 3 cannot be made and the determination in subpart 2 cannot be made or such subpart
        is not applicable, review the Diligence File to determine if there exists an environmental policy or a lender’s
        pollution legal

        	 
	 	 	 	 




     Exhibit PP-3-46


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	known
                                         circumstance or condition that rendered the Mortgaged Property in material noncompliance
                                         with applicable environmental laws, (ii) Environmental Conditions (as such term is defined
                                         in ASTM E1527-13 or its successor), or (iii) need for further investigation.

                                                                                                                                                                                                     


        In
        the case of each JPMCB Mortgage Loan set forth on Schedule D-2 to the Mortgage Loan Purchase Agreement, (i) such JPMCB
        Mortgage Loan is the subject of an environmental insurance policy, issued by the issuer set forth on Schedule D-2 to the
        Mortgage Loan Purchase Agreement (the “Policy Issuer”) and effective as of the date thereof (the “Environmental
        Insurance Policy”), (ii) as of the Cut-off Date the Environmental Insurance Policy is in full force and effect,
        there is no deductible and the trustee is a named insured under such policy, (iii)(a) a property condition or engineering
        report was prepared, if the related Mortgaged Property was constructed prior to 1985, with respect to asbestos-containing
        materials (“ACM”) and, if the related Mortgaged Property is a multifamily property, with respect to
        radon gas (“RG”) and lead-based paint (“LBP”), and (b) if such report disclosed
        the existence of a material and adverse LBP, ACM or RG environmental condition or circumstance affecting the related Mortgaged
        Property, the related borrower (A) was required to remediate the identified condition prior to closing the JPMCB Mortgage
        Loan or provide additional security or establish with the mortgagee a reserve in an amount deemed to be sufficient by
        the Mortgage Loan Seller, for the remediation of the problem, and/or (B) agreed in the Mortgage Loan documents to establish
        an operations and maintenance plan after the closing of the JPMCB Mortgage Loan that should reasonably be expected to
        mitigate the environmental risk related to the identified LBP, ACM or RG condition, (iv) on the effective date of the
        Environmental Insurance Policy, the Mortgage Loan Seller as originator had no knowledge of any material and adverse environmental
        condition or circumstance affecting the Mortgaged Property (other than the existence of LBP, ACM or RG) that was not disclosed
        to the Policy Issuer in one or more of the following: (a) the application for insurance, (b) a borrower questionnaire
        that was provided to

        	 	liability
                                         insurance policy meeting the requirements set forth below that covers liability for the
                                         identified circumstance or condition was obtained from an insurer rated no less than
                                         A- (or the equivalent) by Moody’s Investors Service, Inc., S&P Global Ratings
                                         and/or Fitch Ratings, Inc.

                                                                                                                                                           


        5.
        If the determinations in subparts 1, 3 and 4 cannot be made and the determination in subpart 2 cannot be made or such
        subpart is not applicable, review the Diligence File to determine if a party with assets reasonably estimated to be adequate
        to effect all necessary remediation was identified as the responsible party for such condition or circumstance.

         


        If
        the matters set forth in any of subparts 1 through 5 above can be made, it will be a Test pass.

        	 
	43c

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         that the Mortgage Loan Seller had knowledge as of the Closing Date of (a) a known circumstance
                                         or condition, not set forth in the ESA, that rendered the Mortgaged Property in material
                                         noncompliance with applicable environmental laws, and (b) any Environmental Condition
                                         (as such term is defined in ASTM E1527-05 or its successor) not set forth in the ESA
                                         or (c) there is a need for further investigation not set forth in the ESA. The Asset
                                         Representations Reviewer will obtain the ESA from the Diligence File and review for disclosure
                                         of the known circumstances or conditions. If such a notation or other indication is not
                                         found, it will be a Test pass.

        	MS
                                         Servicer Notices; ESA

        
	43d

         
	Review
                                         Schedule D-2 to the JPMCB Mortgage Loan Purchase Agreement, if the JPMCB Mortgage Loan
                                         is listed on Schedule D-2, also review the Diligence File to determine if the JPMCB Mortgage
                                         Loan is the

        	Schedule
                                         D-2 to JPMCB Mortgage Loan Purchase Agreement; Diligence File; Environmental Insurance
                                         Policy

        




     Exhibit PP-3-47


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	the
    Policy Issuer, or (c) an engineering or other report provided to the Policy Issuer, and (v) the premium of any Environmental
    Insurance Policy has been paid through the maturity of the policy’s term and the term of such policy extends at least
    five years beyond the maturity of the JPMCB Mortgage Loan.	 	subject
    of an Environmental Insurance Policy. If so, review such Environmental Insurance Policy to determine if it was issued by a
    Policy Issuer identified on Schedule D-2 to the JPMCB Mortgage Loan Purchase Agreement. If so determined, it will be a Test
    pass.	 
	43e

         
	Review
                                         the Environmental Insurance Policy to determine if the policy was in full force and effect
                                         as of the Cut-off Date, there is no deductible, and the Trustee is a named insured under
                                         such policy. If so determined, it will be a Test pass.

        	Environmental
                                         Insurance Policy; Servicing records

        
	43f

         
	Review
                                         the Diligence File to determine if there exists a property condition assessment or engineering
                                         report. For Mortgaged Properties constructed prior to 1985, review the related report
                                         to determine if it addresses asbestos containing materials. If so determined with respect
                                         to each part of the Test, it will be a Test pass.

        	Diligence
                                         File; Property condition assessment; Engineering report

        
	43g

         
	Review
                                         the appraisal to determine if the property is a multifamily property. If so, review the
                                         Diligence File to determine if there exists a property condition report or engineering
                                         report. Review the related report to determine if there is a radon gas and lead based
                                         paint section in the report. If so determined, it will be a Test pass.

        	Appraisal;
                                         Property condition Assessment; Engineering report

        
	43h

         
	Review
                                         the most recently dated property condition assessment or engineering report for disclosures
                                         of the existence of a material and adverse environmental condition or circumstance affecting
                                         the Mortgaged Property. If so, determine if the related borrower (A) was required to
                                         remediate the identified condition prior to closing any JPMCB Mortgage Loan or provide
                                         additional security or establish with the mortgagee a reserve in an amount deemed to
                                         be

        	Property
                                         condition assessment; Engineering report; Remediation agreement; Mortgage Loan Documents

        




     Exhibit PP-3-48


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	sufficient
    by any Mortgage Loan Seller, for the remediation of the problem, and/or (B) agreed in any documents in the Mortgage File to
    establish an operations and maintenance plan after the closing of any JPMCB Mortgage Loan that should reasonably be expected
    to mitigate the environmental risk. If so determined, it will be a Test pass.	 
	43i

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         that, in the case of a JPMCB Mortgage Loan set forth on Schedule D-2 to the JPMCB Mortgage
                                         Loan Purchase Agreement, on the effective date of the Environmental Insurance Policy,
                                         the Mortgage Loan Seller had knowledge of any material and adverse environmental condition
                                         or circumstance affecting the Mortgaged Property (other than the existence of LBP, ACM
                                         or RG) that was not disclosed to the Policy Issuer in one or more of the following: (a)
                                         the application for insurance, (b) a borrower questionnaire that was provided to the
                                         Policy Issuer, or (c) an engineering or other report provided to the Policy Issuer. If
                                         such a notation or other indication is not found, it will be a Test pass.

        	MS
                                         Servicer Notices

        
	43j

         
	Review
                                         the Environmental Insurance Policy to determine if the premium of any Environmental Insurance
                                         Policy has been paid through the maturity of the policy’s term and the term of
                                         such policy extends at least five years beyond the maturity of any JPMCB Mortgage Loan.
                                         If so determined, it will be a Test pass.

        	Environmental
                                         Insurance Policy; Mortgage Loan Documents

        
	44.       Lease
                                         Estoppels. With respect to each JPMCB Mortgage Loan predominantly secured by a retail,
                                         office or industrial property leased to a single tenant, the Mortgage Loan Seller reviewed
                                         such estoppel obtained from such tenant no earlier than 90 days prior to the origination
                                         date of the related JPMCB

        	44a

         
	Review
                                         the appraisal to determine if the property is a retail, office, or industrial property,
                                         and if so, review the Certified Rent Roll to determine if the property is leased to a
                                         single tenant. If so, review the estoppel to determine if it was obtained from such tenant
                                         no

         
	Estoppels;
                                         Certified Rent Roll; Appraisal

        




     Exhibit PP-3-49


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	Mortgage
    Loan, and to the Mortgage Loan Seller’s knowledge based solely on the related estoppel certificate, the related lease
    is in full force and effect or if not in full force and effect, the related space was underwritten as vacant, subject to customary
    reservations of tenant’s rights, such as, without limitation, with respect to common area maintenance (“CAM”)
    and pass-through audits and verification of landlord’s compliance with co-tenancy provisions. With respect to each JPMCB
    Mortgage Loan predominantly secured by a retail, office or industrial property, the Mortgage Loan Seller has received lease
    estoppels executed within 90 days of the origination date of the related JPMCB Mortgage Loan that collectively account for
    at least 65% of the in-place base rent for the Mortgaged Property or set of cross- collateralized properties that secure a
    JPMCB Mortgage Loan that is represented on the Certified Rent Roll. To the Mortgage Loan Seller’s knowledge, each lease
    represented on the Certified Rent Roll is in full force and effect, subject to customary reservations of tenant’s rights,
    such as with respect to CAM and pass-through audits and verification of landlord’s compliance with co-tenancy provisions.	 	earlier
    than 90 days prior to the origination date of the JPMCB Mortgage Loan. If so determined, it will be a Test pass.	 
	44b

         
	Review
                                         the estoppel certificate referenced in Test 44a and the asset summary report to determine
                                         if (i) the related lease is in full force and effect, subject to customary reservations
                                         of tenant’s rights, such as, without limitation, with respect to CAM and pass-
                                         through audits and verification of landlord’s compliance with co-tenancy provisions,
                                         or (ii) if there is no estoppel certificate, the property was underwritten as vacant.
                                         If the matters set forth in clause (i) or (ii) are so determined, it will be a Test pass.

        	Estoppels;
                                         Diligence File; Asset Summary Report

        
	44c

         
	Review
                                         the appraisal to determine if the JPMCB Mortgage Loan is predominantly secured by a retail,
                                         office, or industrial property. If so, review the Diligence File to determine if lease
                                         estoppels executed within 90 days of the origination date of the JPMCB Mortgage Loan
                                         were received that collectively account for at least 65% of the in-place base rent for
                                         the Mortgaged Property or set of cross- collateralized properties that secure a JPMCB
                                         Mortgage Loan that is represented on the Certified Rent Roll. If so determined with respect
                                         to each part of this Test, it will be a Test pass.

        	Appraisal;
                                         Diligence File

        
	44d

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         that, as of the Closing Date, and subject to customary reservations of tenant’s
                                         rights, such as with respect to CAM and pass-through audits and verification of landlord’s
                                         compliance with co-tenancy provisions, the Mortgage Loan Seller had knowledge that any
                                         lease represented on the Certified Rent Roll was not in full force and effect. If such
                                         a notation or other

        	MS
                                         Servicer Notices; Certified Rent Roll

        




     Exhibit PP-3-50


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	indication
    is not found, it will be a Test pass.	 
	45.       Appraisal.
                                         The Mortgage File contains an appraisal of the related Mortgaged Property with an appraisal
                                         date within 6 months of the JPMCB Mortgage Loan origination date, and within 12 months
                                         of the Closing Date. The appraisal is signed by an appraiser who is a Member of the Appraisal
                                         Institute (“MAI”) and, to the Mortgage Loan Seller’s knowledge,
                                         had no interest, direct or indirect, in the Mortgaged Property or the borrower or in
                                         any loan made on the security thereof, and whose compensation is not affected by the
                                         approval or disapproval of the JPMCB Mortgage Loan. Each appraiser has represented in
                                         such appraisal or in a supplemental letter that the appraisal satisfies the requirements
                                         of the “Uniform Standards of Professional Appraisal Practice” as adopted
                                         by the Appraisal Standards Board of the Appraisal Foundation.

        	45a

         
	Review
                                         the appraisal to determine if it was dated within 6 months of the JPMCB Mortgage Loan
                                         origination date and with 12 months of the Closing Date. If so determined, it will be
                                         a Test pass.

        	Appraisal

        
	45b

         
	Review
                                         the appraisal to determine if it was signed by an appraiser represented to be an MAI.
                                         If so determined, it will be a Test pass.

        	Appraisal

        
	45c

         
	Review
                                         the appraisal to determine if it includes an appraiser’s certification or supplemental
                                         letter that indicates that the appraiser had no interest, direct or indirect, in the
                                         borrower, the Mortgaged Property or any loan made on the security of the Mortgaged Property.
                                         If so determined, it will be a Test pass.

        	Appraisal

        
	45d

         
	Review
                                         the appraisal to determine if it includes an appraiser’s certification or supplemental
                                         letter that indicates that the appraiser’s compensation is not affected by the
                                         approval or disapproval of the JPMCB Mortgage Loan. If so determined, it will be a Test
                                         pass.

        	Appraisal

        
	45e

         
	Review
                                         the appraisal to determine if it includes documentation in the appraisal or a letter
                                         that the appraisal satisfies the requirements of the “Uniform Standards of Professional
                                         appraisal Practice” as adopted by the appraisal Standards Board of the Appraisal
                                         Foundation. If so determined, it will be a Test pass.

        	Appraisal

        
	46.       Mortgage
                                         Loan Schedule. The information pertaining to each JPMCB Mortgage Loan which is set
                                         forth in the Mortgage Loan Schedule attached as an exhibit to the Mortgage Loan Purchase
                                         Agreement is true and correct in all material respects as of the Cut-off Date and contains
                                         all information required by the

        	46a

         
	Review
                                         the Mortgage Loan Schedule attached as an exhibit to the JPMCB Mortgage Loan Purchase
                                         Agreement and compare it to the corresponding information in (i) Annex A to the final
                                         prospectus (ii) Mortgage Loan Documents, (iii) PSA, and (iv) asset

        	JPMCB
                                         Mortgage Loan Purchase Agreement; Annex A to final prospectus; Mortgage Loan Documents;
                                         PSA; Asset Summary Report

        




     Exhibit PP-3-51


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	PSA
    to be contained therein.	 	summary
    report to determine if there are discrepancies between the documents. If there are no such discrepancies, it will be a Test
    pass.	 
	46b

         
	Compare
                                         the information in the Mortgage Loan Schedule to the requirements of the PSA to determine
                                         if they match. If there are no discrepancies, it will be a Test pass.

        	Mortgage
                                         Loan Schedule; PSA

        
	47.       Cross-Collateralization.
                                         No JPMCB Mortgage Loan is cross-collateralized or cross-defaulted with any other mortgage
                                         loan that is outside the Mortgage Pool.

        	47

         
	Review
                                         the Mortgage Loan Documents to determine if the JPMCB Mortgage Loan is cross-collateralized
                                         or cross-defaulted with any other JPMCB Mortgage Loan that is outside the Mortgage Pool.
                                         If not so determined, it will be a Test pass.

        	Mortgage
                                         Loan Documents

        
	48.       Advance
                                         of Funds by the Seller. No advance of funds has been made by the Mortgage Loan Seller
                                         to the related borrower, and no funds have been received from any person other than the
                                         related borrower or an affiliate, directly, or, to the knowledge of the Mortgage Loan
                                         Seller, indirectly for, or on account of, payments due on the JPMCB Mortgage Loan. Neither
                                         the Mortgage Loan Seller nor any affiliate thereof has any obligation to make any capital
                                         contribution to any borrower under a JPMCB Mortgage Loan, other than contributions made
                                         on or prior to the Closing Date.

        	48a

         
	Review
                                         the MS Servicer Notices for a notation or other indication that, as of the Closing Date,
                                         an advancement of funds had been made by the Mortgage Loan Seller to the related borrower,
                                         or that funds have been received from any person other than the borrower or an affiliate,
                                         directly, for, or on account of, payments due on the JPMCB Mortgage Loan. If such a notation
                                         or other indication is not found, it will be a Test pass.

        	MS
                                         Servicer Notices

        
	48b

         
	Review
                                         the Mortgage Loan Documents to determine if the Mortgage Loan Seller, or an affiliate,
                                         has an obligation to make any capital contribution to the borrower, other than contributions
                                         made on or prior to the Closing Date. If not so determined, it will be a Test pass.

        	Mortgage
                                         Loan Documents

        
	49.       Compliance
                                         with Anti-Money Laundering Laws. The Mortgage Loan Seller has complied with its internal
                                         procedures with respect to all applicable anti-money laundering laws and regulations,
                                         including without limitation the USA Patriot Act of 2001 in connection with the origination
                                         of the JPMCB Mortgage Loan.

        	49

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         that the Mortgage Loan Seller did not comply with its internal procedures with respect
                                         to all applicable anti- money laundering laws and regulations, including without limitation
                                         the USA Patriot Act of 2001 in

         
	MS
                                         Servicer Notices

        




     Exhibit PP-3-52


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	connection
    with the origination of any JPMCB Mortgage Loan. If such a notation or other indication is not found, it will be a Test pass.	 
	 	 	 	 




 






     Exhibit PP-3-53


     


    

 



EXHIBIT
QQ


 


FORM OF CERTIFICATION TO CERTIFICATE
ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM


 


Wells Fargo Bank, National Association

600 South 4th Street, 7th Floor, MAC: N9300-070

Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS)

Benchmark 2021-B25 Mortgage Trust


 


Email: trustadministrationgroup@wellsfargo.com


 


		Attention:	Benchmark
                                         2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25



 


In accordance with
the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement, dated as of April
1, 2021 (the “Pooling and Servicing Agreement”), 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, with
respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is an authorized representative of the [Depositor][Asset
Representations Reviewer].



 


		2.	The undersigned acknowledges and agrees that (a) access to the Secure Data
Room is being granted to it solely for purposes of the undersigned carrying out its obligations under the Pooling and Servicing
Agreement (b) it will not disseminate or otherwise make information contained on the Secure Data Room available to any other person
except in accordance with the Pooling and Servicing Agreement or otherwise with the written consent of the Depositor and (c) it
will only access information relating to the Mortgage Loans to which the Asset Review relates.



 


		3.	The undersigned agrees that each time it accesses the Secure Data Room, the
undersigned is deemed to have recertified that the representations above remains true and correct.



 


		4.	[The undersigned is not a Certificateholder, a beneficial owner or a prospective
purchaser of any Certificate.]



 



    QQ-1


     


    

 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 


	 	 	[NAME OF PARTY],
	 	 	as [role]
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	 
	Dated: ____________
	 	 	 	 
	[GS Mortgage Securities Corporation II,
	as Depositor]
	 	 	 	 
	By:	 	 	 
	 	[Name]	 	 
	 	[Title]	 	 




 



    QQ-2


     


    

 





EXHIBIT
RR


 


FORM OF NOTICE OF [ADDITIONAL DELINQUENT
LOAN][CESSATION OF DELINQUENT LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


 


	
        Midland
Loan Services, a Division of PNC

        Bank,
National Association

        10851 Mastin Street,
Suite 700

        Overland Park, Kansas
66210

        Attention: Executive
Vice President Division Head
	Situs Holdings, LLC

101 Montgomery Street, Suite 2250

San Francisco, California 94104

Attention: Stacey Ciarlanti

Email: staceyciarlanti@situsamc.com
	 	 
	
        Rialto Capital Advisors, LLC

        Southeast Financial Center

        200 S. Biscayne Blvd, Suite 3550

        Miami,
Florida 33131

        Attention: Liat Heller, Jeff Krasnoff, Niral Shah,
Adam Singer

        Facsimile number: (305) 229-6425

        Email: liat.heller@rialtocapital.com

        Email: jeff.krasnoff@rialtocapital.com

        Email: niral.shah@rialtocapital.com

        Email:
adam.singer@rialtocapital.com 
	 


 


		Attention:	Benchmark 2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2021-B25



 


In accordance with
Section 12.01(a) of the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Pooling and Servicing Agreement”),
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, the Certificate Administrator hereby notifies you that as of [RELATED DISTRIBUTION
DATE]:


 


		5.	_____  An additional Mortgage Loan has become a Delinquent Mortgage Loan.



 


		6.	_____  A Mortgage Loan has ceased to be a Delinquent Mortgage Loan.



 


		7.	_____ An Asset Review Trigger has ceased to exist.






(check all that apply)


 



    RR-1


     


    

 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


	 	Wells Fargo Bank, National Association, as Certificate Administrator for the Holders of the Benchmark 2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25 and the Pooled RR Interest Owner
	 	 	 	 
	 	 	By:	 
	 	 	 	[Name]
	 	 	 	[Title]




 



    RR-2


     


    

 





EXHIBIT SS


 


FORM OF CERTIFICATE ADMINISTRATOR RECEIPT
OF THE CLASS 300P-RR CERTIFICATES


 


[DATE]


 


	GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison	German American Capital Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye
	 	 
	
        CPPIB Credit Investments III, Inc.,
One Queen 

Street East, Suite 2500, Toronto, Ontario, M5C 

2W5, Canada, Attention: Jimmy Sohal
	 


 


		Re:	Benchmark
                                         2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25



 


In accordance with Section
5.01(c) of the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Agreement”), the Certificate
Administrator hereby acknowledges receipt and possession of and further agrees that it will hereafter hold in the Third Party Purchaser
Safekeeping Account $[____] of the Class 300P-RR Certificates in the form of Definitive Certificates (CUSIP No. [______]), as custodian
and for the benefit of CPPIB Credit Investments III, Inc., the initial Amazon Seattle Retaining Third Party Purchaser as the registered
holder thereof. A copy of such Certificates is attached as Exhibit A-1. Payments on the Certificates will be made to the registered
holder in accordance with the Pooling and Servicing Agreement.


 


Capitalized terms used
but not defined herein shall the respective meanings set forth in the Agreement.


 


	 	Wells Fargo Bank, National Association, not in its
    individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:


 



    SS-1


     


    

 





EXHIBIT TT


 


FORM OF CERTIFICATE ADMINISTRATOR RECEIPT
OF THE RETAINED CERTIFICATES UPON TRANSFER






 


[DATE]


 


	GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison	[FOR THE CLASS RR 

CERTIFICATES: Citi Real Estate 

Funding Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Raul Orozco

Fax number: (347) 394-0898]
	 	 
	[FOR THE CLASS ST-VR CERTIFICATES: 
 Deutsche Bank AG, New York Branch

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye]	[FOR THE CLASS 300P-RR 

CERTIFICATES: CPPIB Credit 

Investments III, Inc., One Queen Street 

East, Suite 2500, Toronto, Ontario, M5C 

2W5, Canada, Attention: Jimmy Sohal]


 


		Re:	Benchmark
                                         2021-B25 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B25



 


In accordance with Section
5.03(p) of the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Agreement”), the Certificate
Administrator hereby acknowledges receipt and possession of and further agrees that it will hereafter hold in the [Retained Interest Safekeeping Account][Third Party Purchaser
Safekeeping Account] $[____] of the Class [RR][ST-VR][300P-RR] Certificates in the form of Definitive Certificates (CUSIP No. [______]),
for the benefit of [______________], the registered holder of such Certificate. A copy of such Certificates is attached as Exhibit
A-1. Payments on the Certificates will be made to the registered holder in accordance with the Pooling and Servicing Agreement.


 


Capitalized terms used
but not defined herein shall the respective meanings set forth in the Agreement.


 


	 	Wells Fargo Bank, National Association, not in its
    individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:



 



    TT-1


     


    

 





EXHIBIT UU


 


Form
of Certificate Administrator Receipt in Respect of Certificates Evidencing Some or All of the [CLASS RR][CLASS ST-VR] CERTIFICATES


 


[Date]


 


[Retaining Party]


 


		Re:	Benchmark 2021-B25 Mortgage Trust
                                         Commercial Mortgage Pass-Through Certificates, Series 2021-B25



 


In accordance with Section
5.01(c) of the Pooling and Servicing Agreement, dated as of April 1, 2021 (the “Agreement”), pursuant to which
the captioned series of commercial mortgage pass-through certificates (the “Certificates”) were issued, and
the Pooled RR Interest was created, the undersigned, as Certificate Administrator, hereby acknowledges receipt and possession of,
and further agrees that it will hereafter hold in the Retained Interest Safekeeping Account, the Certificates identified on Schedule
I attached hereto (the “Subject Certificates”), which constitute some or all of the Class [RR][ST-VR] Certificates,
for the benefit of [Retaining Party], the registered holder of the Subject Certificates, pursuant to the Agreement. Payments on
the Subject Certificates will be made to the registered holder thereof in accordance with the Agreement, including pursuant to
any written wiring instructions provided in accordance with the Agreement.


 


This receipt is solely
for the benefit of the addressee and is non-transferable. Possession of this receipt by any other Person will not entitle such
Person to delivery of, or any rights in respect of, the Subject Certificates. The Subject Certificates are subject to the restrictions
on transfer set forth in, and may not be released from the Retained Interest Safekeeping Account except in accordance with, the
Agreement.


 



    UU-1


     


    

 





Capitalized terms used
but not defined herein shall have the respective meanings set forth in the Agreement.


 


	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:


  



    UU-2


     


    

 





EXHIBIT VV


 


RETAINED
DEFEASANCE RIGHTS AND OBLIGATIONS MORTGAGE LOANS




 


	Loan No.	Mortgage Loan Seller	Mortgage Loan / Property Name
	1	GSMC/GACC/JPMCB	Burlingame Point
	2	GACC	SOMA Teleco Office
	3	GACC	Amazon Seattle
	4	GSMC	4800-4900 Fournace Place
	7	GSMC	2600 El Camino Real
	8	CREFI	175 Progress Place
	9	GACC	Boston Scientific
	10	GSMC	1985 Marcus
	11	CREFI	2501 Seaport
	12	GACC	100 Bradley
	14	CREFI	Amazon Campbellsville Fulfillment Center
	16	GSMC	Nautica Pointe
	17	CREFI/JPMCB	The Galleria Office Towers
	18	GSMC	GE Aviation New Hampshire
	20	GSMC	U.S. Industrial Portfolio VI
	21	GSMC	JW Marriott Nashville
	22	GSMC	Cabinetworks Portfolio
	23	CREFI	18 Spencer Street
	24	CREFI	Boca Office Portfolio
	26	CREFI	Live Nation Downtown LA
	27	CREFI	Kokot Portfolio
	28	CREFI	16-18 Squadron Boulevard
	29	GACC	Expressway Marketplace
	30	CREFI	7828 Georgia Avenue NW
	31	CREFI	141 Livingston
	32	CREFI	2233 Nostrand Avenue
	33	GACC	Birmingham Mixed Use Portfolio
	25	GSMC	At Home – Willow Grove
	36	CREFI	VanWest MI Portfolio
	37	GACC	Teel Plastics Portfolio
	38	GACC	Signal Hill Gateway
	39	CREFI	Rouzan Marketplace
	40	CREFI	Radiance Technologies
	41	CREFI	475 Grand Street
	43	CREFI	Mid Cape Flex
	44	CREFI	500 W Superior
	45	CREFI	PDX Front Ave Industrial
	46	CREFI	2517 North Ontario
	47	CREFI	4 Storage - Red Lion



 



    VV-1


     


    

 




Schedule
1


 


MORTGAGE LOANS WITH ADDITIONAL SECURED
DEBT


 


		1.	Burlingame Point






		2.	Amazon Seattle






		3.	909 Third Avenue






		4.	Phillips Point






		5.	1985 Marcus






		6.	30 Hudson Yards 67






		7.	The Galleria Office Towers






		8.	U.S. Industrial Portfolio VI






		9.	JW Marriott Nashville






		10.	Boca Office Portfolio






		11.	Cabinetworks Portfolio






		12.	141 Livingston



 



    Sch. 1-1


     


    

 





Schedule
2


 


CLASS A-SB SCHEDULED PRINCIPAL BALANCE
SCHEDULE


 


See Annex G  to the Prospectus.


 



    Sch. 2-1


     


    

 





Schedule
3


 


MORTGAGE LOANS WITH “PERFORMANCE”,
“EARN-OUT” OR “HOLDBACK” ESCROWS OR RESERVES


 


None.


 


MORTGAGE LOANS WITH ESCROWS & RESERVES
GREATER THAN 10% OF INTIAL PRINCIPAL BALANCE


	Loan No.	Mortgage Loan	Reserve Type	Amount
	1	Burlingame Point	Unfunded Obligations	$122,730,124
	10	1985 Marcus	Unfunded Obligations, TI/LC, Deferred Maintenance	$6,427,491.80



 



    Sch. 3-1