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-5, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class XX-XX, Class LG-RR, Class XX-XX and Class 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 LWM-A, Class LWM-B, Class LWM-C and Class LWMRR Woodlands Mall Regular Interests are hereby designated as “regular interests” in the Woodlands Mall REMIC within the meaning of Code Section 860G(a)(1), and the Woodlands Mall Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 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).

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 XX-XXLF, Class LG-RR, Class LH, Class XX-XX and Class LVRR 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 LWM-AL805A, Class LWM-BL805B, Class LWM-C L805C, Class L805D and Class LWMRR Woodlands Mall L805H 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the Woodlands Mall 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the Woodlands Mall 000 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the 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 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2).

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 XX-XXLF, Class LG-RR, Class XX-XX LH, Class LJ and Class 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 LWM-AL360A, Class LWM-BL360B, Class LWM-C L360C, Class L360D, Class L360E and Class LWMRR Woodlands Mall L360RR 360 Rxxxxxxx Regular Interests are hereby designated as “regular interests” in the Woodlands Mall REMIC 360 Rxxxxxxx XXXXX within the meaning of Code Section 860G(a)(1), and the Woodlands Mall 360 Rxxxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Woodlands Mall REMIC 360 Rxxxxxxx XXXXX within the meaning of Code Section 860G(a)(2). The Class LTC-AL111A, Class LTC-BL111B, Class LTC-CL111C, Class LTC-DL111D, Class LTC-E L111E and Class LTCRR Centre L111RR 100 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the Centre 100 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the Centre 100 Xxxxx Xxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Centre 100 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2).

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-5, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class XX-XX, Class LG-RR, Class XX-XX and Class LVRR 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 LWM-A, Class LWM-B, Class LWM-C and Class LWMRR Woodlands Mall Regular Interests Certificates are hereby designated as “"regular interests” " in the Woodlands Mall Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), ) of the Code and the Woodlands Mall Residual Interest (evidenced by the Class R CertificatesCertificates are hereby designated as the sole Class of "residual interests" in the Upper-Tier REMIC within the meaning of Section 860G(a)(2) of the Code. The Closing Date is hereby designated as the sole class "Startup Day" of “residual interests” in the Woodlands Mall Villas Parkmerced Loan REMIC, the Lower-Tier REMIC and the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2)860G(a)(9) of the Code. The Class LTC"latest possible maturity date" of the Villas Parkmerced Loan REMIC Regular Interests, the Lower-A, Class LTC-B, Class LTC-C, Class LTC-D, Class LTC-E and Class LTCRR Centre Tier 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 Regular Certificates for purposes of Section 860G(a)(l) of the Class R Certificates) Code is hereby designated as the sole class of “residual interests” in the Centre REMIC within the meaning of Code Section 860G(a)(2)Rated Final Distribution Date.

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 XX-XX, Class LG-RR, Class XX-XX and Class LVRR 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 LWM-A, Class LWM-B, Class LWM-C and Class LWMRR Woodlands Mall respective related Trust Subordinate Companion Loan Regular Interests are hereby designated as “regular interests” in each Trust Subordinate Companion Loan REMIC (if any) within the Woodlands Mall meaning of Code Section 860G(a)(1), and the 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 each Trust Subordinate Companion Loan REMIC (if any) within the meaning of Code Section 860G(a)(2). (c) The Regular 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 Woodlands Mall Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Woodlands Mall REMIC within the meaning of Code Section 860G(a)(2). The Class LTCUpper-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 Tier REMIC within the meaning of Code Section 860G(a)(2). (d) 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: (i) the Trust Subordinate Companion Loan Regular 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 Certificates; and (iii) each Loan REMIC Regular Interest is the date set forth in the related REMIC Declaration. (e) 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. (f) The Class S Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of 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 LA-5, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class XX-XX, Class LG-RR, Class XX-XX and Class LVRR 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 LowerUpper-Tier REMIC within the meaning of Code Section 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 REMIC, and each Class X Component is entitled to a "specified portion" of the interest payments on the Middle-Tier Regular Interests, within the meaning of Treasury Regulations Section l.860G-1(a)(2). The Class LWM-A, Class LWM-B, Class LWM-C and Class LWMRR Woodlands Mall Regular Interests are Closing Date is hereby designated as “regular interests” in the Woodlands Mall "Startup Day" of the Lower-Tier REMIC, the Middle-Tier REMIC and the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1)860G(a)(9) of the Code. The "latest possible maturity date" of the Lower-Tier Regular Interests, the Middle-Tier Regular Interests and the Woodlands Mall Residual Interest Regular Certificates for purposes of Section 860G(a)(l) of the Code is the Scheduled Final Distribution Date. The initial Lower-Tier Balance and the Pass-Through Rate of each Class of the Lower-Tier Regular Interests is set forth in Section 4.0l (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Woodlands Mall REMIC within the meaning of Code Section 860G(a)(2a)(i). The initial Middle-Tier Balance and the Pass-Through Rate of each Class LTCof Middle-A, Class LTC-B, Class LTC-C, Class LTC-D, Class LTC-E and Class LTCRR Centre Tier Regular Interests are hereby designated as “regular interests” also is set forth 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)(24.01(a).

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 XX-XXLF, Class LG-RR, Class XX-XX LH, Class LJ and Class 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 LWM-AL360A, Class LWM-BL360B, Class LWM-C L360C, Class L360D, Class L360E and Class LWMRR Woodlands Mall L360RR 360 Xxxxxxxx Regular Interests are hereby designated as “regular interests” in the Woodlands Mall REMIC 360 Xxxxxxxx XXXXX within the meaning of Code Section 860G(a)(1), and the Woodlands Mall 360 Xxxxxxxx Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Woodlands Mall REMIC 360 Xxxxxxxx XXXXX within the meaning of Code Section 860G(a)(2). The Class LTC-AL111A, Class LTC-BL111B, Class LTC-CL111C, Class LTC-DL111D, Class LTC-E L111E and Class LTCRR Centre L111RR 000 Xxxxx Xxxxxx Regular Interests are hereby designated as “regular interests” in the Centre 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(1), and the Centre 111 River Street Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Centre 000 Xxxxx Xxxxxx REMIC within the meaning of Code Section 860G(a)(2).