Common use of Tax Treatment of Swap Payments and Swap Termination Payments Clause in Contracts

Tax Treatment of Swap Payments and Swap Termination Payments. For federal income tax purposes, each holder of a Floating Rate Certificate is deemed to own an undivided beneficial ownership interest in a REMIC regular interest and the right to receive payments in respect of the Net WAC Rate Carryover Amount or the obligation to make payments to the Swap Account. For federal income tax purposes, the Trustee will account for payments to each Floating Rate Certificates as follows: each Floating Rate Certificate will be treated as receiving their entire payment from REMIC 5 (regardless of any Swap Termination Payment or obligation under the Interest Rate Swap Agreement) and subsequently paying their portion of any Swap Termination Payment in respect of each such Class’ obligation under the Interest Rate Swap Agreement. In the event that any such Class is resecuritized in a REMIC, the obligation under the Interest Rate Swap Agreement to pay any such Swap Termination Payment (or any shortfall in the Net Swap Payment), will be made by one or more of the REMIC Regular Interests issued by the resecuritization REMIC subsequent to such REMIC Regular Interest receiving its full payment from any such Floating Rate Certificate.

Tax Treatment of Swap Payments and Swap Termination Payments. (a) For federal income tax purposes, each holder of a Floating Rate Class A or Class M Certificate is deemed to own an undivided beneficial ownership interest in a REMIC regular interest and the right to receive payments from the Swap Account in respect of the Net WAC Rate Carryover Amount or related Basis Risk Shortfall Carry-Forward Amount, and the obligation to make payments to the Swap Account. For federal income tax purposes, the Trustee will account for payments to each Floating Rate Class A and Class M Certificates as follows: each Floating Rate Class A and Class M Certificate will be treated as receiving their entire payment from REMIC 5 II (regardless of any Swap Termination Payment or obligation under the Interest Rate Swap Agreement) and subsequently paying their portion of any Swap Termination Payment in respect of each such Class’ ' obligation under the Interest Rate Swap Agreement. In the event that any such Class is resecuritized in a REMIC, the obligation under the Interest Rate Swap Agreement to pay any such Swap Termination Payment (or any shortfall in the Net Swap Payment), will be made by one or more of the REMIC Regular Interests issued by the resecuritization REMIC subsequent to such REMIC Regular Interest receiving its full payment from any such Floating Rate Class A or Class M Certificate. Resecuritization of any Class A or Class M Certificate in a REMIC will be permissible only if the Trustee hereunder is the trustee in such resecuritization.

Tax Treatment of Swap Payments and Swap Termination Payments. (a) For federal income tax purposes, each holder of a Floating Rate Class A, Class M or Class B Certificate is deemed to own an undivided beneficial ownership interest in a REMIC regular interest and the right to receive payments from the Supplemental Interest Trust Account in respect of the Net WAC Rate Carryover Amount or related Basis Risk Shortfall Carry-Forward Amount, and the obligation to make payments to the Swap Supplemental Interest Trust Account. For federal income tax purposes, the Trustee Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, will account for payments to each Floating Rate Class A, Class M and Class B Certificates as follows: each Floating Rate Class A, Class M and Class B Certificate will be treated as receiving their entire payment from REMIC 5 II (regardless of any Swap Termination Payment or obligation under the Interest Rate Swap Agreement) and subsequently paying their portion of any Swap Termination Payment in respect of each such Class’ ' obligation under the Interest Rate Swap Agreement. In the event that any such Class is resecuritized in a REMIC, the obligation under the Interest Rate Swap Agreement to pay any such Swap Termination Payment (or any shortfall in the Net Swap Payment), will be made by one or more of the REMIC Regular Interests issued by the resecuritization REMIC subsequent to such REMIC Regular Interest receiving its full payment from any such Floating Rate Class A, Class M or Class B Certificate. Resecuritization of any Class A, Class M or Class B Certificate in a REMIC will be permissible only if the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, hereunder is the trustee in such resecuritization.

Tax Treatment of Swap Payments and Swap Termination Payments. (a) For federal income tax purposes, each holder Holder of a Floating Rate an Overcollateralized Certificate is deemed to own an undivided beneficial ownership interest in a REMIC regular interest an Upper-Tier II Regular Interest and the right to receive payments in respect of the Net WAC Rate Cap Carryover Amount or the obligation to make payments to the Supplemental Interest Trust for deposit to the Swap Account. For federal income tax purposes, the Supplemental Interest Trust Trustee will account for payments to each Floating Rate Certificates Certificate as follows: each Floating Rate Offered Overcollateralized Certificate and will be treated as receiving their its entire payment from REMIC 5 the corresponding Upper-Tier II Regular Interest (regardless of any Swap Termination Payment or obligation under the Interest Rate Swap AgreementAgreements) and subsequently paying their portion of any Swap Termination Payment (or shortfall in the Net Swap Payments) in respect of each such Class’ ' obligation under the Interest Rate Swap AgreementAgreements. In the event that any such Class is resecuritized in a REMIC, the obligation under the Interest Rate Swap Agreement Agreements to pay any such Swap Termination Payment (or any shortfall in the Net Swap PaymentPayments), will be made by one or more of the REMIC Regular Interests regular interests issued by the resecuritization REMIC subsequent to such REMIC Regular Interest regular interest receiving its full payment from any such Floating Rate Offered Overcollateralized Certificate. Resecuritization of any Overcollateralized Certificate in a REMIC will be permissible only if the Securities Administrator hereunder is the trustee in such resecuritization.

Tax Treatment of Swap Payments and Swap Termination Payments. For federal income tax purposes, each holder of a Floating Rate Certificate is deemed to own an undivided beneficial ownership interest in a REMIC regular interest and the right to receive payments from either the Net WAC Rate Carryover Reserve Account or the Swap Account in respect of the Net WAC Rate Carryover Amount or the obligation to make payments to the Swap Account. For federal income tax purposes, the Trustee will account for payments to each Floating Rate Certificates as follows: each Floating Rate Certificate will be treated as receiving their entire payment from REMIC 5 3 (regardless of any Swap Termination Payment or obligation under the Interest Rate Swap Agreement) and subsequently paying their portion of any Swap Termination Payment in respect of each such Class’ obligation under the Interest Rate Swap Agreement. In the event that any such Class is resecuritized in a REMIC, the obligation under the Interest Rate Swap Agreement to pay any such Swap Termination Payment (or any shortfall in the Net Swap Payment), will be made by one or more of the REMIC Regular Interests issued by the resecuritization REMIC subsequent to such REMIC Regular Interest receiving its full payment from any such Floating Rate Certificate.

Tax Treatment of Swap Payments and Swap Termination Payments. (a) For federal income tax purposes, each holder of a Floating Rate Class A, Class B or Class M Certificate is deemed to own an undivided beneficial ownership interest in a REMIC regular interest III Regular Interest and the right to receive payments from either the Cap Account or the Swap Account in respect of the Net WAC Rate Cap Carryover Amount or the obligation to make payments to the Swap Account. For federal income tax purposes, the Supplemental Interest Trust Trustee will account for payments to each Floating Rate Certificates Class A, Class B and Class M Certificate as follows: each Floating Rate Class A, Class B and Class M Certificate will be treated as receiving their entire payment from the corresponding REMIC 5 III Regular Interest (regardless of any Swap Termination Payment or obligation under the Interest Rate Swap Agreement) and subsequently paying their portion of any Swap Termination Payment in respect of each such Class’ obligation under the Interest Rate Swap Agreement. In the event that any such Class is resecuritized in a REMIC, the obligation under the Interest Rate Swap Agreement to pay any such Swap Termination Payment (or any shortfall in the Net Swap Payment), will be made by one or more of the REMIC Regular Interests regular interests issued by the resecuritization REMIC subsequent to such REMIC Regular Interest regular interest receiving its full payment from any such Floating Rate Class A, Class B or Class M Certificate. Resecuritization of any Class A, Class B or Class M Certificate in a REMIC will be permissible only if the Supplemental Interest Trust Trustee hereunder is the trustee in such resecuritization.

Tax Treatment of Swap Payments and Swap Termination Payments. (a) For federal income tax purposes, each holder of a Floating Rate Class A, Class M or Class B Certificate is deemed to own an undivided beneficial ownership interest in a REMIC regular interest and the right to receive payments from either the Reserve Fund or the Swap Account in respect of the Net WAC Rate Carryover Class A Basis Risk Shortfall Carry-Forward Amount, the Class M Basis Risk Shortfall Carry-Forward Amount and the Class B Basis Risk Shortfall Carry-Forward Amount, respectively, or the obligation to make payments to the Swap Account. For federal income tax purposes, the Trustee will account for payments to each Floating Rate Class A, Class M and Class B Certificates as follows: each Floating Rate Class A, Class M and Class B Certificate will be treated as receiving their entire payment from REMIC 5 III (regardless of any Swap Termination Payment or obligation under the Interest Rate Swap Agreement) and subsequently paying their portion of any Swap Termination Payment in respect of each such Class’ ' obligation under the Interest Rate Swap Agreement. In the event that any such Class is resecuritized in a REMIC, the obligation under the Interest Rate Swap Agreement to pay any such Swap Termination Payment (or any shortfall in the Net Swap Payment), will be made by one or more of the REMIC Regular Interests issued by the resecuritization REMIC subsequent to such REMIC Regular Interest receiving its full payment from any such Floating Rate Class A, Class M or Class B Certificate. Resecuritization of any Class A, Class M or Class B Certificate in a REMIC will be permissible only if the Trustee hereunder is the trustee in such resecuritization.

Tax Treatment of Swap Payments and Swap Termination Payments. (a) For federal income tax purposes, each holder Holder of a Floating Rate Certificate is deemed to own an undivided beneficial ownership interest in a REMIC regular interest an Upper-Tier Regular Interest and the right to receive payments from either the Rate Cap Carryover Reserve Account or the Swap Account in respect of the Net WAC Rate Cap Carryover Amount or the obligation to make payments to Supplemental Interest Trust for deposit to the Swap Account. For federal income tax purposes, the Supplemental Interest Trust Trustee will account for payments to each Floating Rate Certificates Certificate as follows: each Floating Rate Offered Certificate will be treated as receiving their its entire payment from REMIC 5 the corresponding Upper-Tier Regular Interest (regardless of any Swap Termination Payment or obligation under the Interest Rate Swap Agreement) and subsequently paying their portion of any Swap Termination Payment in respect of each such Class’ ' obligation under the Interest Rate Swap Agreement. In the event that any such Class is resecuritized in a REMIC, the obligation under the Interest Rate Swap Agreement to pay any such Swap Termination Payment (or any shortfall in the Net Swap Payment), will be made by one or more of the REMIC Regular Interests regular interests issued by the resecuritization REMIC subsequent to such REMIC Regular Interest regular interest receiving its full payment from any such Floating Rate Offered Certificate. Resecuritization of any Certificate in a REMIC will be permissible only if the Securities Administrator hereunder is the trustee in such resecuritization.

Tax Treatment of Swap Payments and Swap Termination Payments. (a) For federal income tax purposes, each holder of a Floating Rate Class A, Class M or Class B Certificate is deemed to own an undivided beneficial ownership interest in a REMIC regular interest and the right to receive payments from the Swap Account in respect of the Net WAC Rate Carryover Class A Basis Risk Shortfall Carry-Forward Amount, the Class M Basis Risk Shortfall Carry-Forward Amount or and the Class B Basis Risk Shortfall Carry-Forward Amount, respectively, and the obligation to make payments to the Swap Account. For federal income tax purposes, the Trustee will account for payments to each Floating Rate Class A, Class M and Class B Certificates as follows: each Floating Rate Class A, Class M and Class B Certificate will be treated as receiving their entire payment from REMIC 5 II (regardless of any Swap Termination Payment or obligation under the Interest Rate Swap Agreement) and subsequently paying their portion of any Swap Termination Payment in respect of each such Class’ ' obligation under the Interest Rate Swap Agreement. In the event that any such Class is resecuritized in a REMIC, the obligation under the Interest Rate Swap Agreement to pay any such Swap Termination Payment (or any shortfall in the Net Swap Payment), will be made by one or more of the REMIC Regular Interests issued by the resecuritization REMIC subsequent to such REMIC Regular Interest receiving its full payment from any such Floating Rate Class A, Class M or Class B Certificate. Resecuritization of any Class A, Class M or Class B Certificate in a REMIC will be permissible only if the Trustee hereunder is the trustee in such resecuritization.

Tax Treatment of Swap Payments and Swap Termination Payments. (a) For federal income tax purposes, each holder of a Floating Rate Class A or Class M Certificate is deemed to own an undivided beneficial ownership interest in a REMIC regular interest 3 Regular Interest and the right to receive payments from either the Cap Carryover Reserve Account or the Supplemental Interest Trust Swap Account in respect of the Net WAC Rate Cap Carryover Amount or the obligation to make payments to the Swap Account. For federal income tax purposes, the Trustee will account for payments to each Floating Rate Certificates Class A and Class M Certificate as follows: each Floating Rate Class A and Class M Certificate will be treated as receiving their entire payment from the corresponding REMIC 5 3 Regular Interest (regardless of any Swap Termination Payment or obligation under the Interest Rate Swap Agreement) and subsequently paying their portion of any Swap Termination Payment in respect of each such Class’ ' obligation under the Interest Rate Swap Agreement. In the event that any such Class is resecuritized in a REMIC, the obligation under the Interest Rate Swap Agreement to pay any such Swap Termination Payment (or any shortfall in the Net Swap Payment), will be made by one or more of the REMIC Regular Interests regular interests issued by the resecuritization REMIC subsequent to such REMIC Regular Interest regular interest receiving its full payment from any such Floating Rate Class A or Class M Certificate. Resecuritization of any Class A or Class M Certificate in a REMIC will be permissible only if the Trustee hereunder is the trustee in such resecuritization.

Tax Treatment of Swap Payments and Swap Termination Payments. (a) For federal income tax purposes, each holder Holder of a Floating Rate Class A Certificate or Class M Certificate is deemed to own an undivided beneficial ownership interest in a Regular Interest in REMIC regular interest III and the right to receive payments from either the Reserve Fund or the Swap Account in respect of the Net WAC Rate Carryover Amount Basis Risk Shortfall Carry Forward Amounts or the obligation to make payments to the Swap Account. For federal income tax purposes, the Trustee will account for payments to each Floating Rate of the Class A Certificates and Class M Certificates as follows: each Floating Rate Certificate of the Class A Certificates and Class M Certificates will be treated as receiving their its entire payment from REMIC 5 III (regardless of any Swap Termination Payment or obligation under the Interest Rate Swap Agreement) and subsequently paying their its portion of any Swap Termination Payment in respect of each such Class’ ’s obligation under the Interest Rate Swap Agreement. In the event that any such Class is resecuritized in a REMIC, the obligation under the Interest Rate Swap Agreement to pay any such Swap Termination Payment (or any shortfall in the Net Swap Payment), will be made by one or more of the REMIC Regular Interests issued by the resecuritization REMIC subsequent to such REMIC Regular Interest receiving its full payment from any such Floating Rate Class A Certificate or Class M Certificate. Resecuritization of any Class A Certificate or Class M Certificate in a REMIC will be permissible only if the Trustee hereunder is the trustee in such resecuritization.

Tax Treatment of Swap Payments and Swap Termination Payments. (a) For federal income tax purposes, each holder Holder of a Floating Rate Certificate is deemed to own an undivided beneficial ownership interest in a REMIC regular interest an Upper-Tier Regular Interest and the right to receive payments from either the Cap Carryover Reserve Account or the Derivative Account in respect of the Net WAC Rate Cap Carryover Amount or the obligation to make payments to Supplemental Interest Trust for deposit to the Swap Derivative Account. For federal income tax purposes, the Supplemental Interest Trust Trustee will account for payments to each Floating Rate Certificates Certificate as follows: each Floating Rate Offered Certificate will be treated as receiving their its entire payment from REMIC 5 the corresponding Upper-Tier Regular Interest (regardless of any Swap Termination Payment or obligation under the Interest Rate Swap Agreement) and subsequently paying their portion of any Swap Termination Payment in respect of each such Class’ ' obligation under the Interest Rate Swap Agreement. In the event that any such Class is resecuritized in a REMIC, the obligation under the Interest Rate Swap Agreement to pay any such Swap Termination Payment (or any shortfall in the Net Swap Payment), will be made by one or more of the REMIC Regular Interests regular interests issued by the resecuritization REMIC subsequent to such REMIC Regular Interest regular interest receiving its full payment from any such Floating Rate Offered Certificate. Resecuritization of any Certificate in a REMIC will be permissible only if the Securities Administrator hereunder is the trustee in such resecuritization.

Tax Treatment of Swap Payments and Swap Termination Payments. (a) For federal income tax purposes, each holder Holder of a Floating Rate an Overcollateralized Certificate is deemed to own an undivided beneficial ownership interest in a REMIC regular interest an Upper-Tier II Regular Interest and the right to receive payments from either the Rate Cap Carryover Reserve Account or the Swap Account in respect of the Net WAC Rate Cap Carryover Amount or the obligation to make payments to Supplemental Interest Trust for deposit to the Swap Account. For federal income tax purposes, the Supplemental Interest Trust Trustee will account for payments to each Floating Rate Certificates Overcollateralized Certificate as follows: each Floating Rate Offered Overcollateralized Certificate will be treated as receiving their its entire payment from REMIC 5 the corresponding Upper-Tier II Regular Interest (regardless of any Swap Termination Payment or obligation under the Interest Rate Swap Agreement) and subsequently paying their portion of any Swap Termination Payment in respect of each such Class’ ' obligation under the Interest Rate Swap Agreement. In the event that any such Class is resecuritized in a REMIC, the obligation under the Interest Rate Swap Agreement to pay any such Swap Termination Payment (or any shortfall in the Net Swap Payment), will be made by one or more of the REMIC Regular Interests regular interests issued by the resecuritization REMIC subsequent to such REMIC Regular Interest regular interest receiving its full payment from any such Floating Rate Offered Overcollateralized Certificate. Resecuritization of any Overcollateralized Certificate in a REMIC will be permissible only if the Securities Administrator hereunder is the trustee in such resecuritization.

Tax Treatment of Swap Payments and Swap Termination Payments. (a) For federal income tax purposes, each holder Holder of a Floating Rate Certificate is deemed to own an undivided beneficial ownership interest in a REMIC regular interest an Upper-Tier Regular Interest and the right to receive payments from either the Cap Carryover Reserve Account or the Swap Account in respect of the Net WAC Rate Cap Carryover Amount or the obligation to make payments to Supplemental Interest Trust for deposit to the Swap Account. For federal income tax purposes, the Supplemental Interest Trust Trustee will account for payments to each Floating Rate Certificates Certificate as follows: each Floating Rate Offered and Class B Certificate will be treated as receiving their its entire payment from REMIC 5 the corresponding Upper-Tier Regular Interest (regardless of any Swap Termination Payment or obligation under the Interest Rate Swap Agreement) and subsequently paying their portion of any Swap Termination Payment in respect of each such Class’ ' obligation under the Interest Rate Swap Agreement. In the event that any such Class is resecuritized in a REMIC, the obligation under the Interest Rate Swap Agreement to pay any such Swap Termination Payment (or any shortfall in the Net Swap Payment), will be made by one or more of the REMIC Regular Interests regular interests issued by the resecuritization REMIC subsequent to such REMIC Regular Interest regular interest receiving its full payment from any such Floating Rate Offered and Class B Certificate. Resecuritization of any Certificate in a REMIC will be permissible only if the Securities Administrator hereunder is the trustee in such resecuritization.

Tax Treatment of Swap Payments and Swap Termination Payments. For federal income tax purposes, each holder of a Floating Rate Certificate is deemed to own an undivided beneficial ownership interest in a REMIC regular interest and the right to receive payments from either the Net WAC Rate Carryover Reserve Account or the Swap Account in respect of the Net WAC Rate Carryover Amount or the obligation to make payments to the Swap Account. For federal income tax purposes, the Trustee will account for payments to each Floating Rate Certificates as follows: each Floating Rate Certificate will be treated as receiving their entire payment from REMIC 5 4 (regardless of any Swap Termination Payment or obligation under the Interest Rate Swap Agreement) and subsequently paying their portion of any Swap Termination Payment in respect of each such Class’ obligation under the Interest Rate Swap Agreement. In the event that any such Class is resecuritized in a REMIC, the obligation under the Interest Rate Swap Agreement to pay any such Swap Termination Payment (or any shortfall in the Net Swap Payment), will be made by one or more of the REMIC Regular Interests issued by the resecuritization REMIC subsequent to such REMIC Regular Interest receiving its full payment from any such Floating Rate Certificate.

Tax Treatment of Swap Payments and Swap Termination Payments. (a) For federal income tax purposes, each holder Holder of a Floating Rate an Overcollateralized Certificate is deemed to own an undivided beneficial ownership interest in a REMIC regular interest an Upper-Tier II Regular Interest and the right to receive payments from either the Cap Carryover Reserve Account or the Swap Account in respect of the Net WAC Rate Cap Carryover Amount or the obligation to make payments to Supplemental Interest Trust for deposit to the Swap Account. For federal income tax purposes, the Supplemental Interest Trust Trustee will account for payments to each Floating Rate Certificates Overcollateralized Certificate as follows: each Floating Rate Offered Overcollateralized Certificate will be treated as receiving their its entire payment from REMIC 5 the corresponding Upper-Tier II Regular Interest (regardless of any Swap Termination Payment or obligation under the Interest Rate Swap Agreement) and subsequently paying their portion of any Swap Termination Payment in respect of each such Class’ ' obligation under the Interest Rate Swap Agreement. In the event that any such Class is resecuritized in a REMIC, the obligation under the Interest Rate Swap Agreement to pay any such Swap Termination Payment (or any shortfall in the Net Swap Payment), will be made by one or more of the REMIC Regular Interests regular interests issued by the resecuritization REMIC subsequent to such REMIC Regular Interest regular interest receiving its full payment from any such Floating Rate Offered Overcollateralized Certificate. Resecuritization of any Overcollateralized Certificate in a REMIC will be permissible only if the Securities Administrator hereunder is the trustee in such resecuritization.

Tax Treatment of Swap Payments and Swap Termination Payments. (a) For federal income tax purposes, each holder of a Floating Rate Class A or Class M Certificate is deemed to own an undivided beneficial ownership interest in a REMIC regular interest and the right to receive payments from the Swap Account in respect of the Net WAC Rate Carryover Group I Basis Risk Shortfall Carry-Forward Amount, the Group II Basis Risk Shortfall Carry-Forward Amount or and the Subordinate Basis Risk Shortfall Carry-Forward Amount, respectively, and the obligation to make payments to the Swap Account. For federal income tax purposes, the Trustee will account for payments to each Floating Rate Class A and Class M Certificates as follows: each Floating Rate Class A and Class M Certificate will be treated as receiving their entire payment from REMIC 5 III (regardless of any Swap Termination Payment or obligation under the Interest Rate Swap Agreement) and subsequently paying their portion of any Swap Termination Payment in respect of each such Class’ ' obligation under the Interest Rate Swap Agreement. In the event that any such Class is resecuritized in a REMIC, the obligation under the Interest Rate Swap Agreement to pay any such Swap Termination Payment (or any shortfall in the Net Swap Payment), will be made by one or more of the REMIC Regular Interests issued by the resecuritization REMIC subsequent to such REMIC Regular Interest receiving its full payment from any such Floating Rate Class A or Class M Certificate. Resecuritization of any Class A or Class M Certificate in a REMIC will be permissible only if the Trustee hereunder is the trustee in such resecuritization.

Tax Treatment of Swap Payments and Swap Termination Payments. (a) For federal income tax purposes, each holder of a Floating Rate Class A, Class M or Class B Certificate is deemed to own an undivided beneficial ownership interest in a REMIC regular interest and the right to receive payments from either the Reserve Fund or the Swap Account in respect of the Net WAC Rate Carryover Class A Basis Risk Shortfall Carry-Forward Amount, the Class M Basis Risk Shortfall Carry-Forward Amount and the Class B Basis Risk Shortfall Carry-Forward Amount, respectively, or the obligation to make payments to the Swap Account. For federal income tax purposes, the Trustee will account for payments to each Floating Rate Class A, Class M and Class Class B Certificates as follows: each Floating Rate Class A, Class M and Class B Certificate will be treated as receiving their entire payment from REMIC 5 III (regardless of any Swap Termination Payment or obligation under the Interest Rate Swap Agreement) and subsequently paying their portion of any Swap Termination Payment in respect of each such Class’ ' obligation under the Interest Rate Swap Agreement. In the event that any such Class is resecuritized in a REMIC, the obligation under the Interest Rate Swap Agreement to pay any such Swap Termination Payment (or any shortfall in the Net Swap Payment), will be made by one or more of the REMIC Regular Interests issued by the resecuritization REMIC subsequent to such REMIC Regular Interest receiving its full payment from any such Floating Rate Class A, Class M or Class B Certificate. Resecuritization of any Class A, Class M or Class B Certificate in a REMIC will be permissible only if the Trustee hereunder is the trustee in such resecuritization.

Tax Treatment of Swap Payments and Swap Termination Payments. For federal income tax purposes, each holder of a Floating Rate Class A or Class M Certificate is deemed to own an undivided beneficial ownership interest in a REMIC regular interest and the right to receive payments from either the Cap Carryover Reserve Account or the Swap Account in respect of the Net WAC Rate Cap Carryover Amount or the obligation to make payments to the Swap Account. For federal income tax purposes, the Trustee will account for payments to each Floating Rate Certificates Class A and Class M Certificate as follows: each Floating Rate Class A and Class M Certificate will be treated as receiving their entire payment from REMIC 5 3 (regardless of any Swap Termination Payment Paymen or obligation under the Interest Rate Swap Agreement) and subsequently paying their portion of any Swap Termination Payment in respect of each such Class’ obligation under the Interest Rate Swap Agreement. In the event that any such Class is resecuritized in a REMIC, the obligation under the Interest Rate Swap Agreement to pay any such Swap Termination Payment (or any shortfall in the Net Swap PaymentProvider Fee), will be made by one or more of the REMIC Regular Interests issued by the resecuritization REMIC subsequent to such REMIC Regular Interest receiving its full payment from any such Floating Rate Class A or Class M Certificate. Resecuritization of any Class A or Class M Certificate in a REMIC will be permissible only if the Trustee hereunder is the trustee in such resecuritization.

Tax Treatment of Swap Payments and Swap Termination Payments. (a) For federal income tax purposes, each holder of a Floating Rate Class A or Class M Certificate is also deemed to own an undivided beneficial ownership interest in a REMIC regular interest and the right to receive payments from the Supplemental Interest Trust Account in respect of the Net WAC Rate Carryover Amount or related Basis Risk Shortfall Carry-Forward Amount, and the obligation to make payments to the Swap Supplemental Interest Trust Account. For federal income tax purposes, the Trustee Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, will account for payments to each Floating Rate Class A and Class M Certificates as follows: each Floating Rate Class A and Class M Certificate will be treated as receiving their entire payment from REMIC 5 II (regardless of any Swap Termination Payment or obligation under the Interest Rate Swap Agreement) and subsequently paying their portion of any Swap Termination Payment in respect of each such Class’ ' obligation under the Interest Rate Swap Agreement. In the event that any such Class is resecuritized in a REMIC, the obligation under the Interest Rate Swap Agreement to pay any such Swap Termination Payment (or any shortfall in the Net Swap Payment), will be made by one or more of the REMIC Regular Interests issued by the resecuritization REMIC subsequent to such REMIC Regular Interest receiving its full payment from any such Floating Rate Class A or Class M Certificate. Resecuritization of any Class A or Class M Certificate in a REMIC will be permissible only if the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, hereunder is the trustee in such resecuritization.

Tax Treatment of Swap Payments and Swap Termination Payments. (a) For federal income tax purposes, each holder Holder of a Floating Rate Certificate is deemed to own an undivided beneficial ownership interest in a REMIC regular interest an Upper-Tier Regular Interest and the right to receive payments from either the Cap Carryover Reserve Account or the Swap Account in respect of the Net WAC Rate Cap Carryover Amount or the obligation to make payments to Supplemental Interest Trust for deposit to the Swap Account. For federal income tax purposes, the Supplemental Interest Trust Trustee will account for payments to each Floating Rate Certificates Certificate as follows: each Floating Rate Offered Certificate will be treated as receiving their its entire payment from REMIC 5 the corresponding Upper-Tier Regular Interest (regardless of any Swap Termination Payment Payments or obligation under the Interest Rate Swap AgreementAgreements) and subsequently paying their portion of any Swap Termination Payment in respect of each such Class’ ' obligation under the Interest Rate Swap AgreementAgreements. In the event that any such Class is resecuritized in a REMIC, the obligation under the Interest Rate Swap Agreement Agreements to pay any such Swap Termination Payment Payments (or any shortfall in the Net Swap PaymentPayments), will be made by one or more of the REMIC Regular Interests regular interests issued by the resecuritization REMIC subsequent to such REMIC Regular Interest regular interest receiving its full payment from any such Floating Rate Offered Certificate.