Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date in the Trust Fund has been designated as the "latest possible maturity date" for the REMIC I Regular Interests and the Certificates.
Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the "latest possible maturity date" for each Class of Certificates that represents one or more of the "regular interests" in REMIC I. (2) Calculated in accordance with the definition of "Uncertificated REMIC I Pass-Through Rate" herein. REMIC II -------- As provided herein, the Trustee will make an election to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R-2 Certificates will represent the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the Uncertificated REMIC II Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC II Regular Interests. None of the REMIC II Regular Interests will be certificated.
Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Payment Date immediately following the maturity date for the Mortgage Loan with the Latest maturity date has been designated as the "latest possible maturity date" for each REMIC II Regular Interest other than the MT-IO REMIC II Regular Interest.
Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loans with the latest maturity date has been designated as the "latest possible maturity date" for each Class of Certificates evidencing a "regular interest" in REMIC II. As of the Cut-off Date, the Original Mortgage Loans had an aggregate Scheduled Principal Balance equal to $301,762,488.97. As of the Closing Date, the REMIC I Regular Interests have an aggregate Uncertificated Balance equal to $301,762,388.97. In consideration of the mutual agreements herein contained, the Depositor, each of the Master Servicers and the Trustee agree as follows:
Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the "latest possible maturity date" for each Class of Certificates that represents one or more of the "regular interests" in REMIC II. (2) Calculated in accordance with the definition of "Uncertificated REMIC II Pass-Through Rate" herein. (3) REMIC II Regular Interest C will not accrue interest on its Uncertificated Principal Balance, but will accrue interest at the related Uncertificated REMIC II Pass-Through Rate on its Uncertificated Notional Balance which shall equal the aggregate of the Uncertificated Principal Balances of the REMIC I Regular Interests other than REMIC I Regular Interest P. (4) REMIC II Regular Interest P is not entitled to distributions in respect of interest. REMIC III --------- As provided herein, the Trustee will make an election to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC III". The Class R-3 Certificates will represent the sole class of "residual interests" in REMIC III for purposes of the REMIC Provisions. The following table irrevocably sets forth the Class designation, Pass-Through Rate and Initial Certificate Principal Balance for each Class of Certificates that represents one or more of the "regular interests" in REMIC III created hereunder. Initial Certificate Assumed Final Maturity Class Designation Principal Balance Pass-Through Rate Date(1) ----------------- ----------------- ----------------- ------- Class A-1 $ 314,810,910.00 Class A-1 Pass-Through Rate October 25, 2034 Class A-2 $ 31,481,090.00(2) Class A-2 Pass-Through Rate October 25, 2034 Class A-3 N/A(3) (4) Class A-3 Pass-Through Rate October 25, 2034 Class M-1 $ 31,008,000.00 Class M-1 Pass-Through Rate October 25, 2034 Class M-2 $ 27,105,000.00 Class M-2 Pass-Through Rate October 25, 2034 Class M-3 $ 8,457,000.00 Class M-3 Pass-Through Rate October 25, 2034 Class B-1 $ 6,505,000.00 Class B-1 Pass Through Rate October 25, 2034 Class B-2 $ 6,505,000.00 Class B-2 Pass-Through Rate October 25, 2034 Class B-3 $ 5,637,000.00 Class B-3 Pass Through Rate October 25, 2034 Class C $ 2,170,174.86 N/A(5) October 25, 2034 Class P $ 100.00 N/A(6) October 25, 2034 -------------------
Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the "latest possible maturity date" for each Class of REMIC 4 Regular Interests. The Cut-off Date Principal Balance of the Mortgage Loans is $1,578,384,711.31.
Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the "latest possible maturity date" for each REMIC I Regular Interest. (2) Calculated in accordance with the definition of "Uncertificated REMIC I Pass-Through Rate" herein. REMIC II -------- As provided herein, the Trustee will make an election to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R-2 Certificates will represent the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions. The following table irrevocably sets forth the Class designation, Pass-Through Rate and Initial Certificate Principal Balance for each Class of Certificates that represents one or more of the "regular interests" in REMIC II created hereunder. Initial Certificate Principal Latest Possible Designation Pass-Through Rate Balance Maturity Date(1) ----------- ----------------- ------- ---------------- A-1 Variable(2) $128,126,000.00 June 25, 2034 A-2 Variable(2) $75,000,000.00 June 25, 2034 A-3 Variable(2) $33,884,000.00 June 25, 2034 M-1 Variable(2) $17,776,000.00 June 25, 2034 M-2 Variable(2) $14,220,000.00 June 25, 2034 M-3 Variable(2) $4,444,000.00 June 25, 2034 M-4 Variable(2) $3,259,000.00 June 25, 2034 M-5 Variable(2) $3,555,000.00 June 25, 2034 M-6 Variable(2) $2,963,000.00 June 25, 2034 M-7 Variable(2) $5,332,000.00 June 25, 2034 Class CE Interest Variable(2) $7,702,986.50 June 25, 2034 Class P Interest 0.00%(2) $100.00 June 25, 2034
Solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Severance Benefit (and the separate payment of any portion thereof) is considered a separate payment. Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Code, the Company determines that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of the Executive’s separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (i) six months and one day after the Executive’s separation from service, or (ii) the Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. No interest shall accrue on any such delayed cash payment.
Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month immediately following the month of the maturity date for the Mortgage Loan with the latest possible maturity date has been designated as the "latest possible maturity date" for each REMIC 1 Regular Interest. (2) Calculated in accordance with the definition of "Uncertificated REMIC 1 Pass-Through Rate" herein. REMIC 2 ------- As provided herein, the Trustee shall make an election to treat the segregated pool of assets consisting of the REMIC 1 Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC 2." The Class R-2 Interest represents the sole class of "residual interests" in REMIC 2 for purposes of the REMIC Provisions. The following table sets forth (or describes) the Class designation, Pass-Through Rate and Original Class Certificate Principal Balance for each Class of Certificates and REMIC 2 Regular Interest that represents one or more of the "regular interests" in REMIC 2 created hereunder:
Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the "latest possible maturity date" for each Class of Certificates. (2) Calculated in accordance with the definition of "Pass-Through Rate" herein. (3) The Class P Certificates will not accrue interest. (4) The Class CE Certificates will accrue interest at their variable Pass-Through Rate on the Notional Amount of the Class CE Certificates outstanding from time to time which shall equal the Uncertificated Balance of the REMIC I Regular Interests (other than REMIC I Regular Interest I-LTP) The Class CE Certificates will not accrue interest on their Certificate Principal Balance. As of the Cut-off Date, the Group I Mortgage Loans had an aggregate Scheduled Principal Balance equal to approximately $803,999,154 and the Group II Mortgage Loans had an aggregate Scheduled Principal Balance equal to approximately $189,532,250. In consideration of the mutual agreements herein contained, the Depositor, the Servicer, the Master Servicer, the Securities Administrator and the Trustee agree as follows:
