Common use of Miscellaneous REMIC and Grantor Trust Provisions Clause in Contracts

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class XX-XX and Class XX-XX Lower-Tier Regular Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). The Class L805A, Class L805B, Class L805C, Class L805D and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Regular Certificates and the Loan-Specific Certificates are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) The Closing Date is hereby designated as the “Startup Day” of each Trust REMIC. The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Regular Interests and the Loan-Specific Certificates is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests and the Pooled Regular Certificates is the Rated Final Distribution Date for the rated Pooled Certificates. (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Class S Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the Class S Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-5, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LFXX-XX, Class LG, Class LH-RR, Class XX-XX and Class XX-XX LVRR Lower-Tier Regular Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). The Class L805ALWM-A, Class L805BLWM-B, Class L805C, Class L805D LWM-C and Class L805H 000 Xxxxx Xxxxxx LWMRR Woodlands Mall Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx Woodlands Mall REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Woodlands Mall Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx Woodlands Mall REMIC within the meaning of Code Section 860G(a)(2). The Class LTC-A, Class LTC-B, Class LTC-C, Class LTC-D, Class LTC-E and Class LTCRR Centre Regular Interests are hereby designated as “regular interests” in the Centre REMIC within the meaning of Code Section 860G(a)(1), and the Centre Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Centre REMIC within the meaning of Code Section 860G(a)(2). (b) The Non-Vertically Retained Pooled Regular Certificates and Certificates, the Loan-Specific Certificates and the Class VRR Upper-Tier Regular Interest are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) The Closing Date is hereby designated as the “Startup Day” of each Trust REMIC. The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Woodlands Mall Regular Interests and the Woodlands Mall Loan-Specific Certificates is the Rated Final Distribution Date for the rated Woodlands Mall Loan-Specific Certificates; (ii) the Centre Regular Interests and the Centre Loan-Specific Certificates is the Rated Final Distribution Date for the rated Centre Loan-Specific Certificates; and (iiiii) the Lower-Tier Regular Interests and the Pooled Regular Certificates is the Rated Final Distribution Date for the rated Pooled Certificates. (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Class S Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the Class S Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code. The VRR Interest shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the VRR Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class XX-XX LF and Class XX-XX Lower-Tier Regular LG Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). The Class L805A, Class L805B, Class L805C, Class L805D and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Regular Certificates and the Loan-Specific Certificates Class EC Regular Interests are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) The Closing Date is hereby designated as the “Startup Day” of each Trust the Lower-Tier REMIC and the Upper-Tier REMIC. The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Lower-Tier Regular Interests, the Regular Certificates and the Class EC Regular Interests and the Loan-Specific Certificates is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests and the Pooled Regular Certificates is the Rated Final Distribution Date for the rated Pooled CertificatesDate. (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Each Class S of the Grantor Trust Certificates shall represent undivided beneficial interests in the its corresponding portion of the Trust Fund consisting of of, respectively, the Class A-S Specific Grantor Trust Assets, distributions thereon the Class B Specific Grantor Trust Assets, the Class C Specific Grantor Trust Assets, the Class EC Specific Grantor Trust Assets, and proceeds thereofthe Excess Interest Grantor Trust Assets, each of which portion portions will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class XX-XX LG and Class XX-XX LVRR Lower-Tier Regular Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). The Class L805A, Class L805B, Class L805C, Class L805D and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Regular Certificates and the LoanClass VRR Upper-Specific Certificates Tier Regular Interest are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) The Closing Date is hereby designated as the “Startup Day” of each Trust the Lower-Tier REMIC and the Upper-Tier REMIC. The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Lower-Tier Regular Interests Interests, the Regular Certificates and the LoanClass VRR Upper-Specific Certificates Tier Regular Interest is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests and the Pooled Regular Certificates is the Rated Final Distribution Date for the rated Pooled CertificatesDate. (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Class S Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the Class S Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code. The VRR Interest and the Class V-A/B/C/D/E Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the VRR Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code. (f) The parties to this Agreement and the Certificateholders hereby acknowledge that, for federal income tax purposes, the Prudential Plaza Mortgage Loan represents an approximately 23.33% beneficial ownership interest in the Prudential Plaza REMIC Regular Interest and that the trustee (or the certificate administrator) under the CD 2016-CD1 Pooling and Servicing Agreement, and not the Trustee, will be required to conduct all administration required for the Prudential Plaza REMIC.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class XX-XX LG and Class XX-XX LVRR Lower-Tier Regular Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). The Class L805A, Class L805B, Class L805C, Class L805D and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Regular Certificates and the LoanClass VRR Upper-Specific Certificates Tier Regular Interest are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) The Closing Date is hereby designated as the “Startup Day” of each Trust the Lower-Tier REMIC and the Upper-Tier REMIC. The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Lower-Tier Regular Interests Interests, the Regular Certificates and the LoanClass VRR Upper-Specific Certificates Tier Regular Interest is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests and the Pooled Regular Certificates is the Rated Final Distribution Date for the rated Pooled CertificatesDate. (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Class S Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the Class S Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code. The VRR Interest, the Class V-2 Certificates and the Class V-3 Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the VRR Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0LX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-5, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class XX-XX LJ and Class XX-XX LVRR Lower-Tier Regular Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). The Class L805AL360A, Class L805BL360B, Class L805CL360C, Class L805D L360D, Class L360E and Class L805H 000 L360RR 360 Rxxxxxxx Regular Interests are hereby designated as “regular interests” in the 360 Rxxxxxxx XXXXX within the meaning of Code Section 860G(a)(1), and the 360 Rxxxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 360 Rxxxxxxx XXXXX within the meaning of Code Section 860G(a)(2). The Class L111A, Class L111B, Class L111C, Class L111D, Class L111E and Class L111RR 100 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 100 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 100 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 100 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Non-Uncertificated VRR Retained Pooled Regular Certificates and Certificates, the Loan-Specific Certificates and the Class VRR Upper-Tier Regular Interest are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) The Closing Date is hereby designated as the “Startup Day” of each Trust REMICREMIC within the meaning of Code Section 860G(a)(9). The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx 360 Rxxxxxxx Regular Interests and the 360 Rxxxxxxx Loan-Specific Certificates is the Rated Final Distribution Date for the rated 360 Rxxxxxxx Loan-Specific Certificates; (ii) the 100 Xxxxx Xxxxxx Regular Interests, the Uncertificated 111RR Interest and the 100 Xxxxx Xxxxxx Loan-Specific Certificates is the Rated Final Distribution Date for the rated 100 Xxxxx Xxxxxx Loan-Specific Certificates; and (iiiii) the Lower-Tier Regular Interests Interests, the Class VRR Upper-Tier Regular Interest and the Pooled Regular Certificates is the Rated Final Distribution Date for the rated Pooled Certificates. (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Class S Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the Class S Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code. The Uncertificated VRR Interest shall constitute undivided beneficial interests in the portion of the Trust Fund consisting of the VRR Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class XX-XX LG and Class XX-XX Lower-Tier Regular LH Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). The Class L805A, Class L805B, Class L805C, Class L805D and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Regular Certificates and the Loan-Specific Certificates Class PEZ Regular Interests are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) The Closing Date is hereby designated as the “Startup Day” of each Trust the Lower-Tier REMIC and the Upper-Tier REMIC. The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Lower-Tier Regular Interests, the Regular Certificates and the Class PEZ Regular Interests and the Loan-Specific Certificates is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests and the Pooled Regular Certificates is the Rated Final Distribution Date for the rated Pooled CertificatesDate. (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Each Class S of the Grantor Trust Certificates shall represent undivided beneficial interests in the its corresponding portion of the Trust Fund consisting of of, respectively, the Class A-S Specific Grantor Trust Assets, distributions thereon the Class B Specific Grantor Trust Assets, the Class C Specific Grantor Trust Assets, the Class PEZ Specific Grantor Trust Assets, and proceeds thereofthe Excess Interest Grantor Trust Assets, each of which portion portions will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0LA-0, Xxxxx XX-0, Class LA-3LA-4, Class LA-4LA-5, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LHLGRR, Class XX-XX XX, Class LVRR and Class XX-XX LUVRR Lower-Tier Regular Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). The Class L805A, Class L805B, Class L805C, Class L805D and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Regular Certificates and the Loan-Specific Certificates Uncertificated VRR Interest are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) The Closing Date is hereby designated as the “Startup Day” of each Trust the Lower-Tier REMIC and the Upper-Tier REMIC. The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Lower-Tier Regular Interests Interests, the Regular Certificates and the Loan-Specific Certificates Uncertificated VRR Interest is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests and the Pooled Regular Certificates is the Rated Final Distribution Date for the rated Pooled CertificatesDate. (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Class S Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the any Class S Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code. The Class VRR Certificates and the Uncertificated VRR Interest shall each represent undivided beneficial interests in the portion of the Trust Fund consisting of any VRR Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code. For avoidance of doubt, there are no VRR Specific Grantor Trust Assets or Class S Specific Grantor Trust Assets, and no Grantor Trust will be established hereunder.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-5, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class XX-XX LG and Class XX-XX Lower-Tier Regular LH Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). The Class L805A, Class L805B, Class L805C, Class L805D and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Regular Certificates and the Loan-Specific Certificates Class EC Regular Interests are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) The Closing Date is hereby designated as the “Startup Day” of each Trust the Lower-Tier REMIC and the Upper-Tier REMIC. The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Lower-Tier Regular Interests, the Regular Certificates and the Class EC Regular Interests and the Loan-Specific Certificates is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests and the Pooled Regular Certificates is the Rated Final Distribution Date for the rated Pooled CertificatesDate. (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Each Class S of the Grantor Trust Certificates shall represent undivided beneficial interests in the its corresponding portion of the Trust Fund consisting of of, respectively, the Class A-S Specific Grantor Trust Assets, distributions thereon the Class B Specific Grantor Trust Assets, the Class C Specific Grantor Trust Assets, the Class EC Specific Grantor Trust Assets, and proceeds thereofthe Excess Interest Grantor Trust Assets, each of which portion portions will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0, Xxxxx XX-0, Class LA-3-1, Class LA-3-2, Class LA-4-1, Class XX-0-0, Xxxxx XX-0, Class LA-ABSB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class XX-XX LJ and Class XX-XX LVRR Lower-Tier Regular Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). The Class L805A, Class L805B, Class L805C, Class L805D and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Non-Vertically Retained Regular Certificates and the LoanClass VRR Upper-Specific Certificates Tier Regular Interest are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) The Closing Date is hereby designated as the “Startup Day” of each Trust the Lower-Tier REMIC and the Upper-Tier REMIC. The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Lower-Tier Regular Interests Interests, the Non-Vertically Retained Regular Certificates and the LoanClass VRR Upper-Specific Certificates Tier Regular Interest is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests and the Pooled Regular Certificates is the Rated Final Distribution Date for the rated Pooled CertificatesDate. (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Class S Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the Class S Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code. The Class VRR Certificates shall represent, and the Uncertificated VRR Interest shall constitute, undivided beneficial interests in the portion of the Trust Fund consisting of the VRR Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-5, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH-RR, Class XX-XX and Class XX-XX LVRR Lower-Tier Regular Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). The Class L805A, Class L805B, Class L805C, Class L805D and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Non-Vertically Retained Regular Certificates and the LoanClass VRR Upper-Specific Certificates Tier Regular Interest are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) The Closing Date is hereby designated as the “Startup Day” of each Trust REMIC. The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Regular Interests and the Loan-Specific Certificates is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests and the Pooled Regular Certificates is the Rated Final Distribution Date for the rated Pooled Certificates. (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Class S Certificates VRR Interest shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the Class S VRR Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-5, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH-RR, Class XX-XX and Class XX-XX LVRR Lower-Tier Regular Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). The Class L805A, Class L805B, Class L805C, Class L805D and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Non-Vertically Retained Regular Certificates and the LoanClass VRR Upper-Specific Certificates Tier Regular Interest are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) The Closing Date is hereby designated as the “Startup Day” of each Trust the Lower-Tier REMIC and the Upper-Tier REMIC. The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Lower-Tier Regular Interests Interests, the Non-Vertically Retained Regular Certificates and the LoanClass VRR Upper-Specific Certificates Tier Regular Interest is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests and the Pooled Regular Certificates is the Rated Final Distribution Date for the rated Pooled CertificatesDate. (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Class S Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the Class S Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code. The Class VRR Certificates shall represent, and the Uncertificated VRR Interest shall constitute, undivided beneficial interests in the portion of the Trust Fund consisting of the VRR Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LFXX-XX, Class LG, Class LH-RR, Class XX-XX XX, Class LNR-RR and Class XX-XX LVRR Lower-Tier Regular Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). The Class L805A, Class L805B, Class L805C, Class L805D and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Non-Vertically Retained Regular Certificates and the LoanClass VRR Upper-Specific Certificates Tier Regular Interest are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) The Closing Date is hereby designated as the “Startup Day” of each Trust the Lower-Tier REMIC and the Upper-Tier REMIC. The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Lower-Tier Regular Interests Interests, the Non-Vertically Retained Regular Certificates and the LoanClass VRR Upper-Specific Certificates Tier Regular Interest is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests and the Pooled Regular Certificates is the Rated Final Distribution Date for the rated Pooled CertificatesDate. (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Class S Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the Class S Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code. The VRR Interest shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the VRR Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0LX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-ABSB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class XX-XX LF and Class XX-XX Lower-Tier Regular LNR Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). The Class L805A, Class L805B, Class L805C, Class L805D and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Regular Certificates and the Loan-Specific Certificates are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) The Closing Date is hereby designated as the “Startup Day” of each Trust the Lower-Tier REMIC and the Upper-Tier REMIC. The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Regular Interests and the Loan-Specific Certificates is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests and the Pooled Regular Certificates is the Rated Final Distribution Date for the rated Pooled CertificatesDate. (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Class S Z Certificates shall represent undivided beneficial interests in the its corresponding portion of the Trust Fund consisting of the Class S Z Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class XX-XX LG and Class XX-XX LVRR Lower-Tier Regular Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). The Class L805A, Class L805B, Class L805C, Class L805D and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Non-Vertically Retained Regular Certificates and the LoanClass VRR Upper-Specific Certificates Tier Regular Interest are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) The Closing Date is hereby designated as the “Startup Day” of each Trust the Lower-Tier REMIC and the Upper-Tier REMIC. The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Lower-Tier Regular Interests Interests, the Non-Vertically Retained Regular Certificates and the LoanClass VRR Upper-Specific Certificates Tier Regular Interest is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests and the Pooled Regular Certificates is the Rated Final Distribution Date for the rated Pooled CertificatesDate. (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Class S Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the Class S Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code. The Class V-1 Certificates, the Class V-2 Certificates and the Class V-3 Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the VRR Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0LX-0, Xxxxx XX-0, Class LA-3LA-4A1, Class LA-4LA-4A2, Class LA-5, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class XX-XX LH and Class XX-XX LVRR Lower-Tier Regular Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). The Class L805AL360A, Class L805BL360B, Class L805CL360C, Class L805D L360D and Class L805H 000 Xxxxx Xxxxxx L360V 360 Spear Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx 360 Spear REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx 360 Spear Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx 360 Spear REMIC within the meaning of Code Section 860G(a)(2). (b) The Non-Vertically Retained Pooled Regular Certificates and Certificates, the Loan-Specific Certificates and the Class VRR Upper-Tier Regular Interest are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) The Closing Date is hereby designated as the “Startup Day” of each Trust REMIC (other than the MGM Grand & Mandalay Bay REMICs), and February 12, 2021 is designated in the CREFI MGM Grand & Mandalay Bay REMIC Declaration as the Startup Day of the CREFI MGM Grand & Mandalay Bay REMIC and February 12, 2021 is designated in the GACC MGM Grand & Mandalay Bay REMIC Declaration as the Startup Day of the GACC MGM Grand & Mandalay Bay REMIC, and, in each case within the meaning of Code Section 860G(a)(9). The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx 360 Spear Regular Interests and the Loan-Specific Certificates is the Rated Final Distribution Date for the rated Loan-Specific Certificates; (ii) each MGM Grand & Mandalay Bay REMIC Regular Interest is the date set forth in the related REMIC Declaration and (iiiii) the Lower-Tier Regular Interests and Interests, the Non-Vertically Retained Pooled Regular Certificates and the Class VRR Upper-Tier Regular Interest is the Rated Final Distribution Date for the rated Pooled Certificates. (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Class S Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the Class S Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code. The Class VRR Certificates shall represent, and the Uncertificated VRR Interest shall constitute, undivided beneficial interests in the portion of the Trust Fund consisting of the VRR Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-5, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class XX-XX LH and Class XX-XX LVRR Lower-Tier Regular Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). The Class L805A, Class L805B, Class L805C, Class L805D and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Non-Vertically Retained Regular Certificates and the LoanClass VRR Upper-Specific Certificates Tier Regular Interest are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) The Closing Date is hereby designated as the “Startup Day” of each Trust the Lower-Tier REMIC and the Upper-Tier REMIC. The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Lower-Tier Regular Interests Interests, the Non-Vertically Retained Regular Certificates and the LoanClass VRR Upper-Specific Certificates Tier Regular Interest is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests and the Pooled Regular Certificates is the Rated Final Distribution Date for the rated Pooled CertificatesDate. (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Class S Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the Class S Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code. The Class VRR Certificates shall represent, and the Uncertificated VRR Interest shall constitute, undivided beneficial interests in the portion of the Trust Fund consisting of the VRR Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LELE-1, Class LFLE-2, Class LGLF-1, Class LHLF-2, Class XX-XX LG-1, Class LG-2, Class LH-1 and Class XX-XX Lower-Tier Regular LH-2 Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). The Class L805A, Class L805B, Class L805C, Class L805D and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Regular Certificates and the LoanGrantor Trust-Specific Certificates Held Regular Interests are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) The Closing Date is hereby designated as the “Startup Day” of each Trust the Lower-Tier REMIC and the Upper-Tier REMIC. The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Lower-Tier Regular Interests, the Regular Certificates and the Grantor Trust-Held Regular Interests and the Loan-Specific Certificates is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests and the Pooled Regular Certificates is the Rated Final Distribution Date for the rated Pooled CertificatesDate. (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Each Class S of the Grantor Trust Certificates shall represent undivided beneficial interests in the its corresponding portion of the Trust Fund consisting of of, respectively, the Class S E-1 Specific Grantor Trust Assets, distributions thereon the Class E-2 Specific Grantor Trust Assets, the Class F-1 Specific Grantor Trust Assets, the Class F-2 Specific Grantor Trust Assets, the Class G-1 Specific Grantor Trust Assets, the Class G-2 Specific Grantor Trust Assets, the Class H-1 Specific Grantor Trust Assets, the Class H-2 Specific Grantor Trust Assets and proceeds thereofthe Excess Interest Grantor Trust Assets, each of which portion portions will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class XX-XX LF and Class XX-XX Lower-Tier Regular LG Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). The Class L805A, Class L805B, Class L805C, Class L805D and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Regular Certificates and the Loan-Specific Certificates Class PEZ Regular Interests are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) The Closing Date is hereby designated as the “Startup Day” of each Trust the Lower-Tier REMIC and the Upper-Tier REMIC. The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Lower-Tier Regular Interests, the Regular Certificates and the Class PEZ Regular Interests and the Loan-Specific Certificates is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests and the Pooled Regular Certificates is the Rated Final Distribution Date for the rated Pooled CertificatesDate. (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, Servicer or the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Each of the Class S A-S, Class B, Class C and Class PEZ Certificates shall represent undivided beneficial interests in the its corresponding portion of the Trust Fund consisting of of, respectively, the Class A-S Specific Grantor Trust Assets, distributions thereon the Class B Specific Grantor Trust Assets, the Class C Specific Grantor Trust Assets and proceeds thereofthe Class PEZ Specific Grantor Trust Assets, each of which portion portions will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-5, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class XX-XX LJ and Class XX-XX LVRR Lower-Tier Regular Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). The Class L805A, Class L805B, Class L805C, Class L805D and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Non-Vertically Retained Regular Certificates and the LoanClass VRR Upper-Specific Certificates Tier Regular Interest are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) The Closing Date is hereby designated as the “Startup Day” of each Trust the Lower-Tier REMIC and the Upper-Tier REMIC. The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Lower-Tier Regular Interests Interests, the Non-Vertically Retained Regular Certificates and the LoanClass VRR Upper-Specific Certificates Tier Regular Interest is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests and the Pooled Regular Certificates is the Rated Final Distribution Date for the rated Pooled CertificatesDate. (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Class S Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the Class S Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code. The VRR Interest shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the VRR Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-5, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LHXX-XX, Class XX-XX and Class XX-XX LVRR Lower-Tier Regular Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). The Class L805A, Class L805B, Class L805C, Class L805D and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Non-Vertically Retained Regular Certificates and the LoanClass VRR Upper-Specific Certificates Tier Regular Interest are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) The Closing Date is hereby designated as the “Startup Day” of each Trust REMICREMIC (other than the Loan REMICs), and January 22, 2021 is designated in the Alabama Hilton Portfolio REMIC Declaration as the Startup Day of the Alabama Hilton Portfolio REMIC and March 4, 2021 is designated in the Residence Inn Xxxxxxxx XXXXX Declaration as the Startup Day of the Residence Inn Xxxxxxxx XXXXX, and, in each case within the meaning of Code Section 860G(a)(9). The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx each Loan REMIC Regular Interests and the Loan-Specific Certificates Interest is the Rated Final Distribution Date for date set forth in the rated Loan-Specific Certificates; related REMIC Declaration and (ii) the Lower-Tier Regular Interests Interests, the Non-Vertically Retained Regular Certificates and the Pooled Class VRR Upper-Tier Regular Certificates Interest is the Rated Final Distribution Date for the rated Pooled CertificatesDate. (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Class S Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the Class S Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code. The Class VRR Certificates shall represent, and the Uncertificated VRR Interest shall constitute, undivided beneficial interests in the portion of the Trust Fund consisting of the VRR Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0LA-1, Xxxxx XX-0Class LA-2, Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class XX-XX LJ and Class XX-XX Lower-Tier Regular LK Interests are hereby designated as “"regular interests” " in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1)) of the Code, and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is LR Certificates are hereby designated as the sole class of “"residual interests” " in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2)) of the Code. The Class L805AA-1, Class L805BA-2, Class L805CA-3, Class L805D X, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Regular Certificates and the Loan-Specific K Certificates are hereby designated as “representing beneficial interests in "regular interests” " in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), ) of the Code and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is Certificates are hereby designated as the sole class of “"residual interests” " in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) of the Code. The Closing Date is hereby designated as the “"Startup Day” " of each Trust REMICthe Lower-Tier REMIC and the Upper-Tier REMIC within the meaning of Section 860G(a)(9) of the Code. The “"latest possible maturity date” for purposes " of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Regular Interests and the Loan-Specific Certificates is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests and the Pooled Regular Certificates for purposes of Section 860G(a)(1) of the Code is the Rated Scheduled Final Distribution Date for the rated Pooled CertificatesDate. (db) The Class Q Certificates represent pro rata undivided beneficial interests in the Default Interest (subject to the liability of the Trust Fund to pay interest on Advances at the Advance Rate), the AIMCO Multifamily Pool Conditional Debt and the Class Q Distribution Account. The Class A-2, Class A-3, Class B, Class C, Class D, Class E, Class F and Class G Certificates represent pro rata undivided beneficial interests in any Excess Interest with respect to the Mortgage Loans and related portions of the Excess Interest Distribution Account, pro rata based on their initial Certificate Principal Amounts. The Class Q Certificates do not represent regular or residual interests in either the Upper-Tier REMIC or the Lower-Tier REMIC. The Xxxxxxx Group is the beneficial owner of the Reinvestment Enhancement Instrument and the Reinvestment Reserve Account. (c) None of the DepositorSeller, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor Fiscal Agent or the Certificate Administrator Special Servicer shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Class S Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the Class S Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class XX-XX LF and Class XX-XX Lower-Tier Regular LG Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). The Class L805A, Class L805B, Class L805C, Class L805D and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Regular Certificates and the Loan-Specific Certificates Class PEZ Regular Interests are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) The Closing Date is hereby designated as the “Startup Day” of each Trust the Lower-Tier REMIC and the Upper-Tier REMIC. The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Lower-Tier Regular Interests, the Regular Certificates and the Class PEZ Regular Interests and the Loan-Specific Certificates is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests and the Pooled Regular Certificates is the Rated Final Distribution Date for the rated Pooled CertificatesDate. (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Each Class S of the Grantor Trust Certificates shall represent undivided beneficial interests in the its corresponding portion of the Trust Fund consisting of of, respectively, the Class A-S Specific Grantor Trust Assets, distributions thereon the Class B Specific Grantor Trust Assets, the Class C Specific Grantor Trust Assets, the Class PEZ Specific Grantor Trust Assets, and proceeds thereofthe Excess Interest Grantor Trust Assets, each of which portion portions will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class XX-XX and Class XX-XX respective Lower-Tier Regular Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). . (b) The Class L805A, Class L805B, Class L805C, Class L805D and Class L805H 000 Xxxxx Xxxxxx respective related Trust Subordinate Companion Loan Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx each Trust Subordinate Companion Loan REMIC (if any) within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx related Trust Subordinate Companion Loan Residual Interest (if any) (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx each Trust Subordinate Companion Loan REMIC (if any) within the meaning of Code Section 860G(a)(2). (bc) The Pooled Regular Certificates and the Certificates, any Loan-Specific Certificates and any Uncertificated Interests are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (cd) The Centene REMIC Declaration designates the Centene REMIC Regular Interest as a “regular interest” in the Centene REMIC, the 1516 Motor Parkway REMIC Declaration designates the 1516 Motor Parkway REMIC Regular Interest as a “regular interest” in the 1516 Motor Parkway REMIC, and the 500 Delaware REMIC Declaration designates the 500 Delaware REMIC Regular Interest as a “regular interest” in the 500 Delaware REMIC, in each case within the meaning of Section 860G(a)(1) of the Code. The Closing Date is hereby designated as the “Startup Day” of each Trust REMIC, August 17, 2022 is designated in the Centene REMIC Declaration as the Startup Day of the Centene REMIC, November 1, 2022 is designated in the 1516 Motor Parkway REMIC Declaration as the Startup Day of the 1516 Motor Parkway REMIC, and April 7, 2023 is designated in the 500 Delaware REMIC Declaration as the Startup Day of the 500 Delaware REMIC, in each case, within the meaning of Code Section 860G(a)(9). The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of of: (i) the 000 Xxxxx Xxxxxx Trust Subordinate Companion Loan Regular Interests and Interests, the Loan-Specific Certificates and any Loan-Specific Uncertificated Interest relating to any particular Trust Subordinate Companion Loan is the Rated Final Distribution Date for the related rated Loan-Specific Certificates; (ii) the Lower-Tier Regular Interests, the Regular Certificates and the Uncertificated VRR Interest is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (iiiii) the Lower-Tier each Loan REMIC Regular Interests and the Pooled Regular Certificates Interest is the Rated Final Distribution Date for date set forth in the rated Pooled Certificatesrelated REMIC Declaration. (de) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (ef) The Class S Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the any Class S Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code. The Class VRR Certificates and the Uncertificated VRR Interest shall each represent undivided beneficial interests in the portion of the Trust Fund consisting of any VRR Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code. However, for avoidance of doubt, no Uncertificated VRR Interest, Class VRR Certificates or Class S Certificates will be issued under this Agreement, there are no VRR Specific Grantor Trust Assets or Class S Specific Grantor Trust Assets, and no Grantor Trust will be established hereunder. (g) The parties to this Agreement and the Certificateholders hereby acknowledge that, for federal income tax purposes, (a) the Mortgage Note evidencing the Centene Mortgage Loan represents a 100% beneficial ownership interest in the Centene REMIC Regular Interest, and the trustee (or the certificate administrator) under the BBCMS 2023-C21 PSA, and not the Trustee, will be required to conduct all administration required for the Centene REMIC, (b) the Mortgage Notes evidencing the 1516 Motor Parkway Mortgage Loan represent a 100% beneficial ownership interest in the 1516 Motor Parkway REMIC Regular Interest, and the trustee (or the certificate administrator) under the BBCMS 2023-C21 PSA, and not the Trustee, will be required to conduct all administration required for the 1516 Motor Parkway REMIC, and (c) the Mortgage Notes evidencing the 500 Delaware Mortgage Loan represent a 100% beneficial ownership interest in the 500 Delaware REMIC Regular Interest respectively, and the trustee (or the certificate administrator) under the BBCMS 2023-C21 PSA, and not the Trustee, will be required to conduct all administration required for the 500 Delaware REMIC. (h) For the avoidance of doubt: (i) no Class LVRR Lower-Tier Regular Interest, LUVRR Lower-Tier Regular Interest, Class VRR Certificates or Uncertificated VRR Interest shall be issued on the Closing Date, and any references to any such terms in this Agreement shall be disregarded; (ii) no Class S Certificates shall be issued on the Closing Date, and any references to such term in this Agreement shall be disregarded; (iii) there will be no Trust Subordinate Companion Loans in the Trust Fund, no Trust Subordinate Companion Loan REMICs will be created, and no Trust Subordinate Companion Loan REMIC Regular Interests, Trust Subordinate Companion Loan REMIC Residual Interest or Loan-Specific Certificates will be issued on the Closing Date, and any references to any such terms in this Agreement shall be disregarded; and (ii) there will be no Class VRR Specific Grantor Trust Asset or Class S Specific Grantor Trust Assets, and any references to any such terms in this Agreement should be disregarded.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class A-5, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class XX-XX LF and Class XX-XX Lower-Tier Regular G Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). The Class L805A, Class L805B, Class L805C, Class L805D and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Regular Certificates and the Loan-Specific Certificates Class PEZ Regular Interests are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) The Closing Date is hereby designated as the “Startup Day” of each Trust the Lower-Tier REMIC and the Upper-Tier REMIC. The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Lower-Tier Regular Interests, the Regular Certificates and the Class PEZ Regular Interests and the Loan-Specific Certificates is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests and the Pooled Regular Certificates is the Rated Final Distribution Date for the rated Pooled CertificatesDate. (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, Servicer or the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Each of the Class A-S, Class B, Class C, Class PEZ and Class S Certificates shall represent undivided beneficial interests in the its corresponding portion of the Trust Fund consisting of of, respectively, the Class A-S Specific Grantor Trust Assets, the Class B Specific Grantor Trust Assets, the Class C Specific Grantor Trust Assets, the Class PEZ Specific Grantor Trust Assets and the Class S Specific Grantor Trust Assets, distributions thereon and proceeds thereof, each of which portion portions will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-5, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class XX-XX LF and Class XX-XX Lower-Tier Regular LG Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). The Class L805A, Class L805B, Class L805C, Class L805D and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Regular Certificates and the Loan-Specific Certificates Class PEZ Regular Interests are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) The Closing Date is hereby designated as the “Startup Day” of each Trust the Lower-Tier REMIC and the Upper-Tier REMIC. The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Lower-Tier Regular Interests, the Regular Certificates and the Class PEZ Regular Interests and the Loan-Specific Certificates is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests and the Pooled Regular Certificates is the Rated Final Distribution Date for the rated Pooled CertificatesDate. (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Each Class S of the Grantor Trust Certificates shall represent undivided beneficial interests in the its corresponding portion of the Trust Fund consisting of of, respectively, the Class A-S Specific Grantor Trust Assets, distributions thereon the Class B Specific Grantor Trust Assets, the Class C Specific Grantor Trust Assets, the Class PEZ Specific Grantor Trust Assets, and proceeds thereofthe Excess Interest Grantor Trust Assets, each of which portion portions will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0, Xxxxx XX-0LA-1, Class LA-3LA-2, Class LA-4, Class LA-5, Class LA-ABSB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LFXX-XX, Class LG, Class LH-RR, Class XX-XX and Class XX-XX LVRR Lower-Tier Regular Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). The Class L805A, Class L805B, Class L805C, Class L805D and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Regular Certificates and the Loan-Specific Certificates Uncertificated VRR Interest are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) The 800 Xxxxx Xxxxxx REMIC Declaration designates the 800 Xxxxx Xxxxxx REMIC Regular Interest as a “regular interest” in the 800 Xxxxx Xxxxxx REMIC within the meaning of Section 860(G)(a)(1) of the Code and the 800 Xxxxx Xxxxxx 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. (d) The Closing Date is hereby designated as the “Startup Day” of each Trust REMIC (other than the Loan REMIC), and February 22, 2023 is designated in the 800 Xxxxx Xxxxxx REMIC Declaration as the Startup Day of the 800 Xxxxx Xxxxxx REMIC, and, in each case within the meaning of Code Section 860G(a)(9). The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Loan REMIC Regular Interests Interest is the date set forth in the related REMIC Declaration and (ii) the Lower-Tier Regular Interests, the Regular Certificates and the Loan-Specific Certificates Uncertificated VRR Interest is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests and the Pooled Regular Certificates is the Rated Final Distribution Date for the rated Pooled Certificates. (de) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (ef) The Class S Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the any Class S Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code. The Class VRR Certificates and the Uncertificated VRR Interest shall each represent undivided beneficial interests in the portion of the Trust Fund consisting of any VRR Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code. However, for avoidance of doubt, there are no VRR Specific Grantor Trust Assets or Class S Specific Grantor Trust Assets, and no Grantor Trust will be established hereunder.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class XX-XX LF and Class XX-XX Lower-Tier Regular LG Interests are hereby designated as “"regular interests” " in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1)) of the Code, and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is LR Certificates are hereby designated as the sole class of “"residual interests” " in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2)) of the Code. The Class L805AA-1, Class L805BA-2, Class L805CX, Class L805D B, Class C, Class D, Class E, Class F and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Regular Certificates and the Loan-Specific G Certificates are hereby designated as “representing beneficial interests in "regular interests” " in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), ) of the Code and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is Certificates are hereby designated as the sole class of “"residual interests” " in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) of the Code. The Closing Date is hereby designated as the “"Startup Day” " of each Trust REMICthe Lower-Tier REMIC and the Upper-Tier REMIC within the meaning of Section 860G(a)(9) of the Code. The “"latest possible maturity date” for purposes " of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Regular Interests and the Loan-Specific Certificates is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests and the Pooled Regular Certificates for purposes of Section 860G(a)(1) of the Code is the Rated Scheduled Final Distribution Date for the rated Pooled CertificatesDate. (db) The Class Q Certificates represent pro rata undivided beneficial interests in the Default Interest (subject to the liability of the Trust Fund to pay interest on Advances at the Advance Rate) and the Class Q Distribution Account. The Class M and Class MX Certificates represent undivided beneficial interests in the Marriott Desert Springs Parent Loan, the Class M Collection Account and the Class M Distribution Account. The Class A-2, Class B, Class C, Class D, Class E, Class F and Class G Certificates represent pro rata undivided beneficial interests in any Excess Interest with respect to the Mortgage Loans and related portions of the Excess Interest Distribution Account, pro rata based on their initial Certificate Principal Amounts. The Class Q Certificates and the Class M and Class MX Certificates do not represent regular or residual interests in either the Upper-Tier REMIC or the Lower-Tier REMIC. (c) None of the DepositorSeller, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor Fiscal Agent or the Certificate Administrator Special Servicer shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Class S Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the Class S Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class XX-XX and Class XX-XX respective Lower-Tier Regular Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). . (b) The Class L805A, Class L805B, Class L805C, Class L805D and Class L805H 000 Xxxxx Xxxxxx respective related Trust Subordinate Companion Loan Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx each Trust Subordinate Companion Loan REMIC (if any) within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx related Trust Subordinate Companion Loan Residual Interest (if any) (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx each Trust Subordinate Companion Loan REMIC (if any) within the meaning of Code Section 860G(a)(2). (bc) The Pooled Regular Certificates and the Certificates, any Loan-Specific Certificates and any Uncertificated Interests are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (cd) The Closing Date is hereby designated as the “Startup Day” of each Trust REMICREMIC within the meaning of Code Section 860G(a)(9). The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of of: (i) the 000 Xxxxx Xxxxxx Trust Subordinate Companion Loan Regular Interests and Interests, the Loan-Specific Certificates and any Loan-Specific Uncertificated Interest relating to any particular Trust Subordinate Companion Loan is the Rated Final Distribution Date for the related rated Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests Interests, the Regular Certificates and the Pooled Regular Certificates Uncertificated VRR Interest is the Rated Final Distribution Date for the rated Pooled Certificates. (de) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (ef) The Class S Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the Class S Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code. The Class VRR Certificates and the Uncertificated VRR Interest shall each represent undivided beneficial interests in the portion of the Trust Fund consisting of any VRR Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code. However, for avoidance of doubt, no Class VRR Certificates or Uncertificated VRR Interest will be issued under this Agreement, and there are no VRR Specific Grantor Trust Assets. (g) For the avoidance of doubt: (i) no Class LVRR Lower-Tier Regular Interest, LUVRR Lower-Tier Regular Interest, Class VRR Certificates or Uncertificated VRR Interest shall be issued on the Closing Date, and any references to any such terms in this Agreement shall be disregarded; (ii) there will be no Trust Subordinate Companion Loans in the Trust Fund, no Trust Subordinate Companion Loan REMICs will be created, and no Trust Subordinate Companion Loan REMIC Regular Interests, Trust Subordinate Companion Loan REMIC Residual Interest or Loan-Specific Certificates will be issued on the Closing Date, and any references to any such terms in this Agreement shall be disregarded; (iii) there will be no Class VRR Specific Grantor Trust Assets, and any references to any such term in this Agreement should be disregarded; and (iv) the Trust Fund will not include any Loan REMIC Held Mortgage Loan or Loan REMIC as of the Closing Date, and there will be no REMIC Declaration, Loan REMIC Regular Interest and Loan REMIC Residual Interest with respect to the Trust and no Loan REMIC Residual Distribution Account shall be established, and all references to any such terms in this Agreement shall be disregarded.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class XX-XX LF and Class XX-XX Lower-Tier Regular LG Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). The Class L805A, Class L805B, Class L805C, Class L805D and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Regular Certificates and the Loan-Specific Certificates Class PEZ Regular Interests are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) The Closing Date is hereby designated as the “Startup Day” of each Trust the Lower-Tier REMIC and the Upper-Tier REMIC. The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Lower-Tier Regular Interests, the Regular Certificates and the Class PEZ Regular Interests and the Loan-Specific Certificates is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests and the Pooled Regular Certificates is the Rated Final Distribution Date for the rated Pooled CertificatesDate. (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Each of the Class S A-S, Class B, Class C and Class PEZ Certificates shall represent undivided beneficial interests in the its corresponding portion of the Trust Fund consisting of of, respectively, the Class A-S Specific Grantor Trust Assets, distributions thereon the Class B Specific Grantor Trust Assets, the Class C Specific Grantor Trust Assets and proceeds thereofthe Class PEZ Specific Grantor Trust Assets, each of which portion portions will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0LX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-5, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class XX-XX LG and Class XX-XX Lower-Tier Regular LH Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). The Class L805A, Class L805B, Class L805C, Class L805D and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Regular Certificates and the Loan-Specific Certificates Class PEZ Regular Interests are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) The Closing Date is hereby designated as the “Startup Day” of each Trust the Lower-Tier REMIC and the Upper-Tier REMIC. The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Lower-Tier Regular Interests, the Regular Certificates and the Class PEZ Regular Interests and the Loan-Specific Certificates is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests and the Pooled Regular Certificates is the Rated Final Distribution Date for the rated Pooled CertificatesDate. (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Each Class S of the Grantor Trust Certificates shall represent undivided beneficial interests in the its corresponding portion of the Trust Fund consisting of of, respectively, the Class A-S Specific Grantor Trust Assets, distributions thereon the Class B Specific Grantor Trust Assets, the Class C Specific Grantor Trust Assets, the Class PEZ Specific Grantor Trust Assets, and proceeds thereofthe Excess Interest Grantor Trust Assets, each of which portion portions will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-ABSB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class XX-XX LF and Class XX-XX Lower-Tier Regular LNR Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). The Class L805A, Class L805B, Class L805C, Class L805D and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Regular Certificates and the Loan-Specific Certificates are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) The Closing Date is hereby designated as the “Startup Day” of each Trust the Lower-Tier REMIC and the Upper-Tier REMIC. The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Regular Interests and the Loan-Specific Certificates is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests and the Pooled Regular Certificates is the Rated Final Distribution Date for the rated Pooled CertificatesDate. (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Class S Z Certificates shall represent undivided beneficial interests in the its corresponding portion of the Trust Fund consisting of the Class S Z Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0LX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class A-5, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class XX-XX LG and Class XX-XX Lower-Tier Regular LH Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). The Class L805A, Class L805B, Class L805C, Class L805D and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Regular Certificates and the Loan-Specific Certificates Class PEZ Regular Interests are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) The Closing Date is hereby designated as the “Startup Day” of each Trust the Lower-Tier REMIC and the Upper-Tier REMIC. The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Lower-Tier Regular Interests, the Regular Certificates and the Class PEZ Regular Interests and the Loan-Specific Certificates is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests and the Pooled Regular Certificates is the Rated Final Distribution Date for the rated Pooled CertificatesDate. (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, Servicer or the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Each of the Class S A-S, Class B, Class C and Class PEZ Certificates shall represent undivided beneficial interests in the its corresponding portion of the Trust Fund consisting of of, respectively, the Class A-S Specific Grantor Trust Assets, distributions thereon the Class B Specific Grantor Trust Assets, the Class C Specific Grantor Trust Assets and proceeds thereofthe Class PEZ Specific Grantor Trust Assets, each of which portion portions will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE-RR, Class LFXX-XX, Class LG, Class LH-RR, Class XX-XX and Class XX-XX Lower-Tier Regular Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). The Class L805A, Class L805B, Class L805C, Class L805D and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Regular Certificates and the Loan-Specific Certificates are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) The Closing Date is hereby designated as the “Startup Day” of each Trust the Lower-Tier REMIC and the Upper-Tier REMIC. The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Regular Interests and the Loan-Specific Certificates is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests and the Pooled Regular Certificates is the Rated Final Distribution Date for the rated Pooled CertificatesDate. (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Class S Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the Class S Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0LA-1, Xxxxx XX-0Class LA-2, Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class XX-XX LG and Class XX-XX Lower-Tier Regular LH Interests are hereby designated as “"regular interests” " in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1)) of the Code, and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is LR Certificates are hereby designated as the sole class of “"residual interests” " in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2)) of the Code. The Class L805AA-1, Class L805BA-2, Class L805CA-3, Class L805D X, Class B, Class C, Class D, Class E, Class F, Class G and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Regular Certificates and the Loan-Specific H Certificates are hereby designated as “representing beneficial interests in "regular interests” " in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), ) of the Code and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is Certificates are hereby designated as the sole class of “"residual interests” " in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) of the Code. The Closing Date is hereby designated as the “"Startup Day” " of each Trust REMICthe Lower-Tier REMIC and the Upper-Tier REMIC within the meaning of Section 860G(a)(9) of the Code. The “"latest possible maturity date” for purposes " of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Regular Interests and the Loan-Specific Certificates is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests and the Pooled Regular Certificates for purposes of Section 860G(a)(1) of the Code is the Rated Scheduled Final Distribution Date for Date. (b) The Class Q Certificates represent pro rata undivided beneficial interests in the rated Pooled CertificatesDefault Interest (subject to the obligation of the Trust Fund to pay the Advance Interest Amounts), proceeds therefrom and the Class Q Distribution Account. The Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates represent pro rata undivided beneficial interests in any Deferred Interest with respect to the Mortgage Loans and related portions of the Deferred Interest Distribution Account, in the proportions specified in Section 4.01(e). The Class Q Certificates do not represent regular or residual interests in either the Upper-Tier REMIC or the Lower-Tier REMIC. (c) Xxxx Xxxxxxx shall be the beneficial owner of the Xxxxxxx Retained Interest. (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor Fiscal Agent or the Certificate Administrator Special Servicer shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Class S Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the Class S Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0, Xxxxx XX-0[LA-1], Class LA-3[LA-2] Class [LB], Class LA-4[LC], Class LA-AB[LD], Class LA-S[LE], Class LB, Class LC, Class LD, Class LE, Class [LF, Class LG, Class LH, Class XX-XX ] and Class XX-XX Lower-Tier Regular [LG] Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the [Class R R] Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). The Class L805A, Class L805B, Class L805C, Class L805D and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Regular Certificates [and the Loan-Specific Certificates Class PEZ Regular Interests] are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) The Closing Date is hereby designated as the “Startup Day” of each Trust the Lower-Tier REMIC and the Upper-Tier REMIC. The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Regular Interests and the Loan-Specific Certificates is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests and the Pooled Regular Certificates [and the Class PEZ Regular Interests] is the Rated Final Distribution Date for the rated Pooled CertificatesDate. (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Each of the Class S [__], Class [__], Class [__] and Class PEZ Certificates shall represent undivided beneficial interests in the its corresponding portion of the Trust Fund consisting of of, respectively, the Class S [__] Specific Grantor Trust Assets, distributions thereon the Class [__] Specific Grantor Trust Assets, the Class [__] Specific Grantor Trust Assets and proceeds thereofthe Class PEZ Specific Grantor Trust Assets, each of which portion portions will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0LA-1, Xxxxx XX-0Class LA-2, Class LA-3, Class LA-4, Class LA-5, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class XX-XX LJ and Class XX-XX LVRR Lower-Tier Regular Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). The Class L805AL360A, Class L805BL360B, Class L805CL360C, Class L805D L360D, Class L360E and Class L805H L360RR 360 Xxxxxxxx Regular Interests are hereby designated as “regular interests” in the 360 Xxxxxxxx XXXXX within the meaning of Code Section 860G(a)(1), and the 360 Xxxxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 360 Xxxxxxxx XXXXX within the meaning of Code Section 860G(a)(2). The Class L111A, Class L111B, Class L111C, Class L111D, Class L111E and Class L111RR 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx 111 River Street Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Non-Uncertificated VRR Retained Pooled Regular Certificates and Certificates, the Loan-Specific Certificates and the Class VRR Upper-Tier Regular Interest are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) The Closing Date is hereby designated as the “Startup Day” of each Trust REMIC. The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx 360 Xxxxxxxx Regular Interests and the 360 Xxxxxxxx Loan-Specific Certificates is the Rated Final Distribution Date for the rated 360 Xxxxxxxx Loan-Specific Certificates; (ii) the 000 Xxxxx Xxxxxx Regular Interests and the 000 Xxxxx Xxxxxx Loan-Specific Certificates is the Rated Final Distribution Date for the rated 000 Xxxxx Xxxxxx Loan-Specific Certificates; and (iiiii) the Lower-Tier Regular Interests and the Pooled Regular Certificates is the Rated Final Distribution Date for the rated Pooled Certificates. (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Class S Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the Class S Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code. The Uncertificated VRR Interest shall constitute undivided beneficial interests in the portion of the Trust Fund consisting of the VRR Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0LA-1, Xxxxx XX-0Class LA-2, Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class XX-XX LH and Class XX-XX Lower-Tier Regular LJ Interests are hereby designated as “"regular interests” " in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1)) of the Code, and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is LR Certificates are hereby designated as the sole class of “"residual interests” " in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2)) of the Code. The Class L805AA-1, Class L805BA-2, Class L805CA-3, Class L805D X, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Regular Certificates and the Loan-Specific J Certificates are hereby designated as “representing beneficial interests in "regular interests” " in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), ) of the Code and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is Certificates are hereby designated as the sole class of “"residual interests” " in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) of the Code. The Closing Date is hereby designated as the “"Startup Day” " of each Trust REMICthe Lower-Tier REMIC and the Upper-Tier REMIC within the meaning of Section 860G(a)(9) of the Code. The “"latest possible maturity date” for purposes " of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Regular Interests and the Loan-Specific Certificates is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests and the Pooled Regular Certificates for purposes of Section 860G(a)(1) of the Code is the Rated Scheduled Final Distribution Date for the rated Pooled CertificatesDate. (db) The Class Q Certificates represent pro rata undivided beneficial interests in the Default Interest (subject to the obligation of the Trust Fund to pay the Advance Interest Amounts), proceeds therefrom and the Class Q Distribution Account. The Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J Certificates represent pro rata undivided beneficial interests in any Deferred Interest with respect to the Mortgage Loans and related portions of the Deferred Interest Distribution Account, in the proportions specified in Section 4.01(e). The Class Q Certificates do not represent regular or residual interests in either the Upper-Tier REMIC or the Lower-Tier REMIC. (c) None of the Depositor, the Trustee, the Master Servicer, Servicer or the Special Servicer, the Operating Advisor or the Certificate Administrator Servicer shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Class S Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the Class S Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0, Xxxxx XX-0, Class LA-3LA-4A1, Class LA-4LA-4A2, Class LA-5, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class XX-XX LH and Class XX-XX LVRR Lower-Tier Regular Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). The Class L805AL360A, Class L805BL360B, Class L805CL360C, Class L805D L360D and Class L805H 000 Xxxxx Xxxxxx L360V 360 Spear Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx 360 Spear REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx 360 Spear Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx 360 Spear REMIC within the meaning of Code Section 860G(a)(2). (b) The Non-Vertically Retained Pooled Regular Certificates and Certificates, the Loan-Specific Certificates and the Class VRR Upper-Tier Regular Interest are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) The Closing Date is hereby designated as the “Startup Day” of each Trust REMIC (other than the MGM Grand & Mandalay Bay REMICs), and February 12, 2021 is designated in the CREFI MGM Grand & Mandalay Bay REMIC Declaration as the Startup Day of the CREFI MGM Grand & Mandalay Bay REMIC and February 12, 2021 is designated in the GACC MGM Grand & Mandalay Bay REMIC Declaration as the Startup Day of the GACC MGM Grand & Mandalay Bay REMIC, and, in each case within the meaning of Code Section 860G(a)(9). The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx 360 Spear Regular Interests and the Loan-Specific Certificates is the Rated Final Distribution Date for the rated Loan-Specific Certificates; (ii) each MGM Grand & Mandalay Bay REMIC Regular Interest is the date set forth in the related REMIC Declaration and (iiiii) the Lower-Tier Regular Interests and Interests, the Non-Vertically Retained Pooled Regular Certificates and the Class VRR Upper-Tier Regular Interest is the Rated Final Distribution Date for the rated Pooled Certificates. (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Class S Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the Class S Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code. The Class VRR Certificates shall represent, and the Uncertificated VRR Interest shall constitute, undivided beneficial interests in the portion of the Trust Fund consisting of the VRR Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Villas Parkmerced Loan REMIC Regular Interests issued hereunder are hereby designated as the "regular interests" in the Villas Parkmerced Loan REMIC within the meaning of Section 860G(a)(1) of the Code and the Class XX-0, Xxxxx XX-0, LR Certificates are hereby designated as representing the sole Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class XX-XX and Class XX-XX of "residual interests" in the Villas Parkmerced Loan REMIC within the meaning of Section 860G(a)(2) of the Code. The Lower-Tier Regular Interests issued hereunder are hereby designated as “the "regular interests” " in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1)) of the Code, and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is LR Certificates are hereby designated as representing the sole class of “"residual interests” " in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2)) of the Code. The Class L805A, Class L805B, Class L805C, Class L805D and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Regular Certificates and the Loan-Specific Certificates are hereby designated as “"regular interests” " in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), ) of the Code and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is Certificates are hereby designated as the sole class Class of “"residual interests” " in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) of the Code. The Closing Date is hereby designated as the “"Startup Day” " of each Trust the Villas Parkmerced Loan REMIC, the Lower-Tier REMIC and the Upper-Tier REMIC within the meaning of Section 860G(a)(9) of the Code. The “"latest possible maturity date” for purposes " of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Villas Parkmerced Loan REMIC Regular Interests and the Loan-Specific Certificates is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (ii) Interests, the Lower-Tier Regular Interests and the Pooled Regular Certificates for purposes of Section 860G(a)(l) of the Code is the Rated Final Distribution Date for the rated Pooled CertificatesDate. (db) None of the Depositor, the Trustee, the Master Servicer, Servicers or the Special Servicer, the Operating Advisor or the Certificate Administrator Servicer shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (ec) The Class S Certificates shall represent undivided beneficial interests in the portion assets of the Grantor Trust Fund consisting of the right to any Excess Interest shall be held by the Trustee for the benefit of the Holders of the Class S Specific Grantor Trust Assets, distributions thereon and proceeds thereofCertificates, which portion Class S Certificates will be treated as part evidence 100% beneficial ownership of a “grantor trust” within such assets from and after the meaning of subpart E, part I of subchapter J of the CodeClosing Date.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class XX-XX LF and Class XX-XX Lower-Tier Regular LG Interests and the Class Q Uncertificated Interest are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). The Class L805A, Class L805B, Class L805C, Class L805D and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Regular Certificates and the Loan-Specific Certificates Class PEZ Regular Interests are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) The Closing Date is hereby designated as the “Startup Day” of each Trust the Lower-Tier REMIC and the Upper-Tier REMIC. The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Lower-Tier Regular Interests, the Regular Certificates and the Class PEZ Regular Interests and the Loan-Specific Certificates is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests and the Pooled Regular Certificates is the Rated Final Distribution Date for the rated Pooled CertificatesDate. (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, Servicer or the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Each of the Class A-S, Class B, Class C, Class PEZ and Class S Certificates shall represent undivided beneficial interests in the its corresponding portion of the Trust Fund consisting of of, respectively, the Class A-S Specific Grantor Trust Assets, the Class B Specific Grantor Trust Assets, the Class C Specific Grantor Trust Assets, the Class PEZ Specific Grantor Trust Assets and the Class S Specific Grantor Trust Assets, distributions thereon and proceeds thereof, each of which portion portions will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0, Xxxxx XX-0_____, Class LA-3______, Class LA-4_____, Class LA-AB_____, Class LA-S_____, Class LB______, Class LC_____, Class LD______, Class LE_____, Class LF_____, Class LG_____, Class LH, Class XX-XX _____ and Class XX-XX Lower-Tier Regular _____ Interests are hereby designated as “"regular interests” " in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1)) of the Code, and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is LR Certificates are hereby designated as the sole class Class of “"residual interests” " in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2)) of the Code. The Class L805A_____, Class L805B_____, Class L805C_____, Class L805D _____, Class _____, Class _____, Class _____, Class _____, Class _____, Class _____, Class _____, Class _____, Class _____, Class _____ and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Regular Certificates and the Loan-Specific _____ Certificates are hereby designated as “"regular interests” " in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), ) of the Code and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is Certificates are hereby designated as the sole class Class of “"residual interests” " in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) of the Code. The Closing Date is hereby designated as the “"Startup Day” " of each Trust REMICthe Lower-Tier REMIC and the Upper-Tier REMIC within the meaning of Section 860G(a)(9) of the Code. The “"latest possible maturity date” for purposes " of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Regular Interests and the Loan-Specific Certificates is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests and the Pooled Regular Certificates for purposes of Section 860G(a)(1) of the Code is the Rated Scheduled Final Distribution Date for the rated Pooled CertificatesDate. (db) The Class V-1 Certificates represent pro rata undivided beneficial interests in the Default Interest subject to the liability of the Trust Fund to pay interest on Advances at the Advance Rate. The Class V-2 Certificates represent beneficial pro rata undivided interests in the Excess Interest. The Class V-1 and Class V-2 Certificates do not represent regular or residual interests in either the Upper-Tier REMIC or the Lower-Tier REMIC. (c) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor Fiscal Agent or the Certificate Administrator Special Servicer shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. - 55 - 62 ARTICLE III. (e) The Class S Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the Class S Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0LA-1, Xxxxx XX-0Class LA-2, Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class LCLC-1, Class LC-2, Class LD, Class LE, Class LF, Class LG, Class LH, Class XX-XX LE and Class XX-XX Lower-Tier Regular LF Interests are hereby designated as “"regular interests” " in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), ) of the Code and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is LR Certificates are hereby designated as the sole class of “"residual interests” " in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2)) of the Code. The Class L805AA-1, Class L805BA-2, Class L805CA-3, Class L805D X-1, Class B, Class C-1, Class X-2, Class C-2, Class D, Class E and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Regular Certificates and the Loan-Specific F Certificates are hereby designated as “representing beneficial interests in "regular interests” " in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), ) of the Code and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is Certificates are hereby designated as the sole class of “"residual interests” " in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) of the Code. The Closing Date is hereby designated as the “"Startup Day” " of each Trust REMICthe Lower-Tier REMIC and the Upper-Tier REMIC within the meaning of Section 860G(a)(9) of the Code. The “"latest possible maturity date” for purposes " of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Regular Interests and the Loan-Specific Certificates is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests and the Pooled Regular Certificates (other than the Class X-2 Certificates) is the Scheduled Final Distribution Date and the "latest possible maturity date" of the Class X-2 Certificates is the Rated Final Distribution Date in July 2004 for purposes of Section 860G(a)(1) of the rated Pooled CertificatesCode. (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (eb) The Class S T Certificates shall represent pro rata undivided beneficial interests in the portion Default Interest (subject to the liability of the Trust Fund consisting of to pay interest on Advances at the Class S Specific Grantor Trust AssetsAdvance Rate), distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.therefrom

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE-RR, Class LFXX-XX, Class LG-RR, Class LHXX-XX, Class XX-XX and Class XXLNR-XX RR Lower-Tier Regular Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). The Class L805A, Class L805B, Class L805C, Class L805D and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Regular Certificates and the Loan-Specific Certificates are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) The Closing Date is hereby designated as the “Startup Day” of each Trust the Lower-Tier REMIC and the Upper-Tier REMIC. The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Regular Interests and the Loan-Specific Certificates is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests and the Pooled Regular Certificates is the Rated Final Distribution Date for the rated Pooled CertificatesDate. (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Class S Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the any Class S Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code. For the avoidance of doubt, there are no Class S Specific Grantor Trust Assets, and no Grantor Trust will be established hereunder and no Class S Certificates will be issued hereunder.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0, Xxxxx XX-0[LA-1], Class LA-3[LA-2] Class [LB], Class LA-4[LC], Class LA-AB[LD], Class LA-S[LE], Class LB, Class LC, Class LD, Class LE, Class [LF, Class LG, Class LH, Class XX-XX ] and Class XX-XX Lower-Tier Regular [LG] Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the [Class R R] Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). The Class L805A, Class L805B, Class L805C, Class L805D and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Regular Certificates [and the Loan-Specific Certificates Class PEZ Regular Interests] are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) The Closing Date is hereby designated as the “Startup Day” of each Trust the Lower-Tier REMIC and the Upper-Tier REMIC. The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Regular Interests and the Loan-Specific Certificates is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests and the Pooled Regular Certificates [and the Class PEZ Regular Interests] is the Rated Final Distribution Date for the rated Pooled CertificatesDate. (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The [Each of the Class S [__], Class [__], Class [__] and Class PEZ Certificates shall represent undivided beneficial interests in the its corresponding portion of the Trust Fund consisting of of, respectively, the Class S [__] Specific Grantor Trust Assets, distributions thereon the Class [__] Specific Grantor Trust Assets, the Class [__] Specific Grantor Trust Assets and proceeds thereofthe Class PEZ Specific Grantor Trust Assets, each of which portion portions will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.]

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class XX-XX and Class XX-XX 221 Classes of Lower-Tier Regular Interests (designated as the Class 1 Lower-Tier Interest through the Class 221 Lower-Tier Interest) issued hereunder are hereby designated as “the "regular interests” ," within the meaning of Section 860G(a)(2) of the Code, of the Lower-Tier REMIC, and the Class LR Certificates are hereby designated as the sole class of "residual interests," within the meaning of Section 860G(a)(2) of the Code, of the Lower-Tier REMIC. The Class A-1M, Class A-2M, Class B-M, Class C-M, Class X-X, Class E-M, Class F-M, Class G-M, Class H-M, Class X-X, Class K-M, Class X-X Interests are hereby designated as "regular interests" within the meaning of Section 860G(a)(1) of the Code, in the LowerMiddle-Tier REMIC and the Class MR Certificates are hereby designated as the sole Class of "residual interests" in the Middle-Tier REMIC within the meaning of Code Section 860G(a)(1)860G(a)(2) of the Code. The Class A-1, Class A-2, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K and the Lower-Tier Residual Interest (evidenced Class L Certificates and each Class X Component represented by the Class X Certificates are hereby designated as "regular interests" within the meaning of Section 860G(a)(1) of the Code in the Upper-Tier REMIC and the Class R Certificates) is Certificates are hereby designated as the sole class Class of “"residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). The Class L805A, Class L805B, Class L805C, Class L805D and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Regular Certificates and the Loan-Specific Certificates are hereby designated as “regular interests” " in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and 860G(a)(2) of the Code. Each Class X Certificate represents an interest in each of the twelve separate Class X Components which are Classes of regular interests in the Upper-Tier Residual Interest (evidenced by REMIC, and each Class X Component is entitled to a "specified portion" of the Class R Certificates) interest payments on the Middle-Tier Regular Interests, within the meaning of Treasury Regulations Section l.860G-1(a)(2). The Closing Date is hereby designated as the sole class "Startup Day" of “residual interests” in the Lower-Tier REMIC, the Middle-Tier REMIC and the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c860G(a)(9) The Closing Date is hereby designated as of the “Startup Day” of each Trust REMICCode. The “"latest possible maturity date” for purposes " of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Lower-Tier Regular Interests, the Middle-Tier Regular Interests and the Loan-Specific Regular Certificates for purposes of Section 860G(a)(l) of the Code is the Rated Scheduled Final Distribution Date for Date. The initial Lower-Tier Balance and the rated LoanPass-Specific Certificates; and (ii) Through Rate of each Class of the Lower-Tier Regular Interests is set forth in Section 4.0l (a)(i). The initial Middle-Tier Balance and the Pooled Pass-Through Rate of each Class of Middle-Tier Regular Certificates Interests also is the Rated Final Distribution Date for the rated Pooled Certificatesset forth in Section 4.01(a). (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (eb) The Class S Q-l Certificates shall represent an undivided beneficial interests in the portion of the Trust Fund consisting of the Default Interest collected on the Mortgage Loans and held from time to time in the Default Interest Distribution Account, subject to the obligations to pay the Advance Interest Amount on the related Mortgage Loans. The Class S Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which Q-2 Certificates represent an undivided beneficial interests in the portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.Trust Fund consisting of the Excess Interest collected on the Mortgage Loans and held from time to time in the Excess

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class XX-XX and Class XX-XX Lower-Tier Regular Interests issued hereunder are hereby designated as “the "regular interests” " in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1)) of the Code, and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is LR Certificates are hereby designated as the sole class of “"residual interests” " in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2)) of the Code, and represent undivided beneficial interests in each of the Loan REMIC Residual Interests. The Class L805AA-1, Class L805BA-2, Class L805CB, Class L805D C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Regular Certificates and the Loan-Specific O Certificates are hereby designated as “representing "regular interests” " in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), ) of the Code and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is Certificates are hereby designated as the sole class Class of “"residual interests” " in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) of the Code. The Closing Date is hereby designated as the “"Startup Day” " of each Trust REMICthe Lower-Tier REMIC and the Upper-Tier REMIC within the meaning of Section 860G(a)(9) of the Code. The “"latest possible maturity date” for purposes " of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Regular Interests and the Loan-Specific Certificates is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests and the Pooled Regular Certificates for purposes of Section 860G(a)(l) of the Code is the Rated Scheduled Final Distribution Date for the rated Pooled CertificatesDate. (db) The Class Q-1 Certificates represent an undivided beneficial interests in the portion of the Trust Fund consisting of the Default Interest collected on and allocable to the Mortgage Loans and held from time to time in the Default Interest Distribution Account, subject to the obligations to pay the Advance Interest Amount on the related Mortgage Loans. The Class Q-2 Certificates represent an undivided beneficial interests in the portion of the Trust Fund consisting of the Excess Interest collected on and allocable to the Mortgage Loans and held from time to time in the Excess Interest Distribution Account. The Class Q-1 and Class Q-2 Certificates do not represent regular or residual interests in the Upper-Tier REMIC, the Lower-Tier REMIC or either Loan REMIC. The Class X Certificates and the Principal Balance Certificates (to the extent they receive distributions of principal in respect of the repurchase by GACC of the Wilton Office Plaza Loan in the circumstances specified in Section 2.03(d)) represent undivided beneficial interests in the Wilton Prepayment Premium Obligation. The Class LR Certificates represent undivided beneficial interests in the Loan REMIC Residual Interests. (c) None of the Depositor, the Trustee, the Master ServicerBond Administrator, the Special Servicer, the Operating Advisor Servicer or the Certificate Administrator Special Servicer shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Class S Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the Class S Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-5, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class XX-XX LG and Class XX-XX Lower-Tier Regular LH Interests and the Class Q Uncertificated Interest are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). The Class L805A, Class L805B, Class L805C, Class L805D and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Regular Certificates and the Loan-Specific Certificates Class PEZ Regular Interests are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) The Closing Date is hereby designated as the “Startup Day” of each Trust the Lower-Tier REMIC and the Upper-Tier REMIC. The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Lower-Tier Regular Interests, the Regular Certificates and the Class PEZ Regular Interests and the Loan-Specific Certificates is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests and the Pooled Regular Certificates is the Rated Final Distribution Date for the rated Pooled CertificatesDate. (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, Servicer or the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Each of the Class S A-S, Class B, Class C and Class PEZ Certificates shall represent undivided beneficial interests in the its corresponding portion of the Trust Fund consisting of of, respectively, the Class A-S Specific Grantor Trust Assets, distributions thereon the Class B Specific Grantor Trust Assets, the Class C Specific Grantor Trust Assets and proceeds thereofthe Class PEZ Specific Grantor Trust Assets, each of which portion portions will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0, Xxxxx XX-0A-1A-L, Class LA-3A-1B-L, Class LA-4A-2-L, Class LAA-3-ABL, Class LAA-4-SL, Class LBA-5-L, Class LCA-6-L, Class LD, Class LE, Class LF, Class LG, Class LH, Class XXB-1-XX L and Class XXB-1H-XX Lower-Tier Regular L Interests are hereby designated as “"regular interests” " in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1)) of the Code, and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is LR Certificates are hereby designated as the sole class of “"residual interests” " in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2)) of the Code. The Class L805AA-1-A, Class L805BX-0X, Xxxxx XX-0, Class L805CCS-1, Class L805D A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class B-1 and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Regular Certificates and the Loan-Specific B-1H Certificates are hereby designated as “"regular interests” " in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), ) of the Code and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is Certificates are hereby designated as the sole class of “"residual interests” " in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) of the Code. The Closing Date is hereby designated as the “"Startup Day” " of each Trust REMICthe Lower-Tier REMIC and the Upper-Tier REMIC within the meaning of Section 860G(a)(9) of the Code. The “"latest possible maturity date” for purposes " of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Regular Interests and the Loan-Specific Certificates is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests and the Pooled Regular Certificates for purposes of Section 860G(a)(1) of the Code is the Rated Scheduled Final Distribution Date Date. The initial Certificate Balance of each Class of the Lower-Tier Regular Interests is equal to the Certificate Balance of the Related Certificates. The rate of interest for each Class of Lower-Tier Regular Interests is a per annum rate equal to the rated Pooled CertificatesWeighted Average Net Mortgage Pass-Through Rate. (db) The Class V-1 Certificates represent pro rata undivided beneficial interests in the Default Interest (subject to the liability of the Trust Fund to pay interest on Advances at the Advance Rate). The Class V-2 Certificates represent beneficial pro rata undivided interests in the Excess Interest. The Class V-1 and Class V-2 Certificates do not represent regular or residual interests in either the Upper-Tier REMIC or the Lower-Tier REMIC. (c) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor Fiscal Agent or the Certificate Administrator Special Servicer shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Class S Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the Class S Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0, Xxxxx XX-0LA-1, Class LA-3, Class LA-4, Class LA-AB, Class LA-SLA-2, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class XX-XX LH and Class XX-XX Lower-Tier Regular LJ Interests are hereby designated as “"regular interests” " in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1)) of the Code, and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is LR Certificates are hereby designated as the sole class of “"residual interests” " in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2)) of the Code. The Class L805AA-1, Class L805BA-2, Class L805CX, Class L805D B, Class C, Class D, Class E, Class F, Class G, Class H and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Regular Certificates and the Loan-Specific J Certificates are hereby designated as “representing beneficial interests in "regular interests” " in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), ) of the Code and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is Certificates are hereby designated as the sole class of “"residual interests” " in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) of the Code. The Closing Date is hereby designated as the “"Startup Day” " of each Trust REMICthe Lower-Tier REMIC and the Upper-Tier REMIC within the meaning of Section 860G(a)(9) of the Code. The “"latest possible maturity date” for purposes " of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Regular Interests and the Loan-Specific Certificates is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests and the Pooled Regular Certificates for purposes of Section 860G(a)(1) of the Code is the Rated Scheduled Final Distribution Date for the rated Pooled CertificatesDate. (db) The Class Q Certificates represent pro rata undivided beneficial interests in the Default Interest (subject to the liability of the Trust Fund to pay interest on Advances at the Advance Rate) and the Class Q Distribution Account. The Class A-2, Class B, Class C, Class D, Class E, Class F and Class G Certificates represent pro rata undivided beneficial interests in any Excess Interest with respect to the Mortgage Loans and related portions of the Excess Interest Distribution Account, pro rata based on their initial Certificate Principal Amounts. The Deductible Reserve Account is beneficially owned by DFC and DREFC. The Class Q Certificates and the interest of DFC and DREFC in the Deductible Reserve Account do not represent regular or residual interests in either the Upper-Tier REMIC or the Lower-Tier REMIC. (c) None of the DepositorSeller, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor Fiscal Agent or the Certificate Administrator Special Servicer shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Class S Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the Class S Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LHXX-XX, Class XX-XX XX, Class LVRR and Class XX-XX LUVRR Lower-Tier Regular Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). The Class L805A, Class L805B, Class L805C, Class L805D and Class L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2). (b) The Pooled Regular Certificates and the Loan-Specific Certificates Uncertificated VRR Interest are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) The Closing Date is hereby designated as the “Startup Day” of each Trust the Lower-Tier REMIC and the Upper-Tier REMIC. The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Lower-Tier Regular Interests Interests, the Regular Certificates and the Loan-Specific Certificates Uncertificated VRR Interest is the Rated Final Distribution Date for the rated Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests and the Pooled Regular Certificates is the Rated Final Distribution Date for the rated Pooled CertificatesDate. (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (e) The Class S Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the any Class S Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code. The Class VRR Certificates and the Uncertificated VRR Interest shall each represent undivided beneficial interests in the portion of the Trust Fund consisting of any VRR Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code. For avoidance of doubt, there are no VRR Specific Grantor Trust Assets or Class S Specific Grantor Trust Assets, and no Grantor Trust will be established hereunder.

Miscellaneous REMIC and Grantor Trust Provisions. (a) The Class XX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class XX-XX and Class XX-XX respective Lower-Tier Regular Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). . (b) The Class L805A, Class L805B, Class L805C, Class L805D and Class L805H 000 Xxxxx Xxxxxx respective Woodfield Mall Regular Interests are hereby designated as “regular interests” in the 000 Xxxxx Xxxxxx Woodfield Mall REMIC within the meaning of Code Section 860G(a)(1), and the 000 Xxxxx Xxxxxx Woodfield Mall Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 000 Xxxxx Xxxxxx Woodfield Mall REMIC within the meaning of Code Section 860G(a)(2). (bc) The Pooled Regular Certificates Certificates, the Class WMA Upper-Tier Regular Interest and the Loan-Specific Certificates Uncertificated Interests are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (cd) The Closing Date is hereby designated as the “Startup Day” of each Trust REMICREMIC within the meaning of Code Section 860G(a)(9). The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of (i) the 000 Xxxxx Xxxxxx Woodfield Mall Regular Interests Interests, the Class WMA Upper-Tier Regular Interest and the Loan-Specific Certificates Uncertificated WMRR Interest is the Rated Final Distribution Date for the rated Woodfield Mall Loan-Specific Certificates; and (ii) the Lower-Tier Regular Interests Interests, the Regular Certificates and the Pooled Regular Certificates Uncertificated VRR Interest is the Rated Final Distribution Date for the rated Pooled Certificates. (de) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein. (ef) The Class S Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the any Class S Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code. The Class VRR Certificates and the Uncertificated VRR Interest shall each represent undivided beneficial interests in the portion of the Trust Fund consisting of any VRR Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code. However, for avoidance of doubt, there are no VRR Specific Grantor Trust Assets or Class S Specific Grantor Trust Assets, and no Grantor Trust will be established hereunder. (g) For the avoidance of doubt: (A) there will be no Class VRR Specific Grantor Trust Assets, and any references to any such term in this Agreement should be disregarded; and (B) the Trust Fund will not include any Loan REMIC Held Mortgage Loan (h) The parties hereto will treat the WMELPO Grantor Trust as a grantor trust for federal income tax purposes, and the Class WMA Certificates as representing undivided beneficial interests in the WMELPO Grantor Trust consisting of the Woodfield Mall Excess Liquidation Proceeds Option. As provided herein, the Certificate Administrator shall take all actions expressly required hereunder to ensure that the portion of the Trust Fund consisting of the WMELPO Grantor Trust maintains its status as a grantor trust under federal income tax law and not be treated as part of the Trust REMICs.