Common use of Compliance with Withholding Requirements Clause in Contracts

Compliance with Withholding Requirements. (a) Notwithstanding any other provision of this Trust Agreement to the contrary, the Trustee shall comply with all Federal withholding requirements respecting distributions to Holders of interest or original issue discount that the Trustee believes are applicable under the Code. The consent of Holders shall not be required for such withholding. (b) Each Holder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes in respect of distributions to such Holder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 (or successor form), Form W-9 (or successor form), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global Certificates, the Holder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The Trustee shall not be required to accept any such Internal Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder and may be withheld by the Trustee. The consent of the Holder shall not be required for such withholding. In the event the Trustee does withhold any amount from interest or original issue discount distributions or Advances thereof to any Holder pursuant to Federal withholding requirements, the Trustee shall indicate in the statement required pursuant to Section 4.03 the amount so withheld. (d) The Depositor and the Trustee shall have the right to refuse the surrender, registration of transfer or exchange of any Certificate with respect to which such tax or other governmental charge shall be payable until such payment shall have been made by the Holder thereof.

Compliance with Withholding Requirements. (a) Notwithstanding any other provision of this Trust Agreement to the contraryAgreement, the Trustee Paying Agent shall comply with all Federal federal withholding requirements respecting distributions with respect to Holders payments to Certificateholders of interest or original issue discount that the Trustee Paying Agent reasonably believes are applicable under the Code. The consent of Holders Certificateholders shall not be required for such withholding. (b) Each Holder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes in respect of distributions to such Holder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 (or successor form), Form W-9 (or successor form), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global Certificates, the Holder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The Trustee shall not be required to accept any such Internal Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder and may be withheld by the Trustee. The consent of the Holder shall not be required for such withholding. In the event the Trustee does withhold Paying Agent or its agent withholds any amount from interest or original issue discount distributions payments or Advances advances thereof to any Holder Certificateholder pursuant to Federal federal withholding requirements, the Trustee Paying Agent shall indicate in the statement required pursuant to Section 4.03 the amount withheld to such Certificateholder. Any amount so withheldwithheld shall be treated as having been distributed to such Certificateholder for all purposes of this Agreement. (db) The Depositor Each Certificate Owner and Certificateholder, by the purchase of a Certificate or its acceptance of a beneficial interest therein, acknowledges that interest on the Certificates will be treated as United States source interest, and, as such, United States withholding tax may apply. Each such Certificate Owner and Certificateholder further agrees, upon request, to provide any certifications that may be required under applicable law, regulations or procedures to evidence its status for United States withholding tax purposes and understands that if it ceases to satisfy the foregoing requirements or provide requested documentation, payments to it under the Certificates may be subject to United States withholding tax (without any corresponding gross-up). Without limiting the foregoing, if a payment made under this Agreement would be subject to United States federal withholding tax imposed by FATCA if the recipient of such payment were to fail to comply with FATCA (including the requirements of Code Sections 1471(b) or 1472(b), as applicable), such recipient shall deliver to the Paying Agent, with a copy to each of the Trustee and the Trustee shall have Certificate Administrator, at the right to refuse the surrender, registration of transfer time or exchange of any Certificate with respect to which such tax or other governmental charge shall be payable until such payment shall have been made times prescribed by the Holder thereofCode and at such time or times reasonably requested by the Paying Agent or the Trustee, such documentation prescribed by the Code (including as prescribed by Code Section 1471(b)(3)(C)(i)) and such additional documentation reasonably requested by the Paying Agent, the Trustee or the Certificate Administrator to comply with their respective obligations under FATCA, to determine that such recipient has complied with such recipient’s obligations under FATCA, or to determine the amount to deduct and withhold from such payment. For these purposes, “FATCA” means Section 1471 through 1474 of the Code and any regulations or official interpretations thereof (including any revenue ruling, revenue procedure, notice or similar guidance issued by the U.S. Internal Revenue Service thereunder as a precondition to relief or exemption from taxes under such Sections, regulations and interpretations), any agreements entered into pursuant to Code Section 1471(b)(1), and including any amendments made to FATCA after the date of this Agreement.

Compliance with Withholding Requirements. (a) Notwithstanding any other provision provisions of this the Trust Agreement to the contraryAgreement, the Trustee Securities Administrator shall comply with all Federal federal withholding requirements respecting distributions to Holders payments of interest or principal to the extent of accrued original issue discount on Certificates to each Holder of such Certificates who (a) is not a “United States person,” within the meaning of Code Section 7701(a)(30), (b) fails to furnish its TIN to the Securities Administrator, (c) furnishes the Securities Administrator an incorrect TIN, (d) fails to report properly interest and dividends, (e) under certain circumstances, fails to provide the Securities Administrator or the Certificateholder’s securities broker with a certified statement, signed under penalties of perjury, that the Trustee believes are TIN provided by such Certificateholder to the Securities Administrator or such broker is correct and that the Certificateholder is not subject to backup withholding or (f) otherwise fails to satisfy any applicable under certification requirements relating to the Codewithholding tax. The consent of Holders shall not be required for such withholding. (b) Each Holder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes in respect of distributions to such Holder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 (or successor form), Form W-9 (or successor form), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global Certificates, the Holder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The Trustee shall not be required to accept any such Internal Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder and may be withheld by the Trustee. The consent of the Holder Certificateholder shall not be required for such withholding. In the event the Trustee Securities Administrator, on behalf of the Trustee, does withhold the amount of any amount otherwise required distribution from interest or payments on the Mortgage Loans (including principal payments to the extent of accrued original issue discount distributions discount) or Monthly Advances thereof to any Holder Certificateholder pursuant to Federal federal withholding requirements, the Trustee Securities Administrator shall indicate in the statement required pursuant with any payments to Section 4.03 such Certificateholders the amount so withheld. . In addition, if any United States federal income tax is due at the time a Non-U.S. Person transfers a Residual Certificate, the Securities Administrator, on behalf of the Trustee, or other Withholding Agent may (d1) The Depositor and withhold an amount equal to the Trustee shall have the right to refuse the surrender, registration taxes due upon disposition of transfer or exchange of any such Residual Certificate from future distributions made with respect to which such tax Residual Certificate to the transferee thereof (after giving effect to the withholding of taxes imposed on such transferee), and (2) pay the withheld amount to the Internal Revenue Service unless satisfactory written evidence of payment by the transferor of the taxes due has been provided to the Securities Administrator or such Withholding Agent. Moreover, Securities Administrator, on behalf of the Trustee, or other governmental charge shall Withholding Agent may (1) hold distributions on a Residual Certificate, without interest, pending determination of amounts to be payable until withheld, (2) withhold other amounts, if any, required to be withheld pursuant to United States federal income tax law from distributions that otherwise would be made to such payment shall have been made by transferee on each Residual Certificate that it holds, and (3) pay to the Holder thereofInternal Revenue Service all such amounts withheld.

Compliance with Withholding Requirements. (a) Notwithstanding any other provision provisions of this Trust Agreement to the contraryPooling and Servicing Agreement, the Trustee shall comply with all Federal federal withholding requirements respecting distributions to Holders payments of interest or principal to the extent of accrued original issue discount on Certificates to each Holder of such Certificates who (a) is not a "United States person," within the meaning of Code section 7701(a)(30), (b) fails to furnish its TIN to the Trustee, (c) furnishes the Trustee an incorrect TIN, (d) fails to report properly interest and dividends, or (e) under certain circumstances, fails to provide the Trustee or the Certificateholder's securities broker with a certified statement, signed under penalties of perjury, that the TIN provided by such Certificateholder to the Trustee believes are applicable under or such broker is correct and that the CodeCertificateholder is not subject to backup withholding. The consent of Holders shall not be required for such withholding. (b) Each Holder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes in respect of distributions to such Holder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 (or successor form), Form W-9 (or successor form), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global Certificates, the Holder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The Trustee shall not be required to accept any such Internal Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder and may be withheld by the Trustee. The consent of the Holder Certificateholder shall not be required for such withholding. In the event the Trustee does withhold the amount of any amount otherwise required distribution from interest or payments on the Assets (including principal payments to the extent of accrued original issue discount distributions discount) or P&I Advances thereof to any Holder Certificateholder pursuant to Federal federal withholding requirements, the Trustee shall indicate in the statement required pursuant with any payment to Section 4.03 such Certificateholders the amount so withheld. (d) The Depositor and . In addition, if any United States federal income tax is due at the time a Non-U.S. Person transfers a Residual Certificate, the Trustee shall have or other Withholding Agent may (1) withhold an amount equal to the right to refuse the surrender, registration taxes due upon disposition of transfer or exchange of any such Residual Certificate from future distributions made with respect to which such tax Residual Certificate to the transferee thereof (after giving effect to the withholding of taxes imposed on such transferee), and (2) pay the withheld amount to the Internal Revenue Service unless satisfactory written evidence of payment by the transferor of the taxes due has been provided to the Trustee or such Withholding Agent. Moreover, the Trustee or other governmental charge shall Withholding Agent may (1) hold distributions on a Residual Certificate, without interest, pending determination of amounts to be payable until withheld, (2) withhold other amounts, if any, required to be withheld pursuant to United States federal income tax law from distributions that otherwise would be made to such payment shall have been made by transferee on each Residual Certificate that it holds, and (3) pay to the Holder thereofInternal Revenue Service all such amounts withheld.

Compliance with Withholding Requirements. (a) Notwithstanding any other provision provisions of this the Trust Agreement to the contraryAgreement, the Trustee Securities Administrator shall comply with all Federal federal withholding requirements respecting distributions to Holders payments of interest or principal to the extent of accrued original issue discount on Certificates to each Holder of such Certificates who (a) is not a “United States person,” within the meaning of Code Section 7701(a)(30), (b) fails to furnish its TIN to the Securities Administrator, (c) furnishes the Securities Administrator an incorrect TIN, (d) fails to report properly interest and dividends, (e) under certain circumstances, fails to provide the Securities Administrator or the Certificateholder’s securities broker with a certified statement, signed under penalties of perjury, that the Trustee believes are TIN provided by such Certificateholder to the Securities Administrator or such broker is correct and that the Certificateholder is not subject to backup withholding or (f) otherwise fails to satisfy any applicable under certification requirements relating to the Codewithholding tax. The consent of Holders shall not be required for such withholding. (b) Each Holder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes in respect of distributions to such Holder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 (or successor form), Form W-9 (or successor form), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global Certificates, the Holder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The Trustee shall not be required to accept any such Internal Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder and may be withheld by the Trustee. The consent of the Holder Certificateholder shall not be required for such withholding. In the event the Trustee Securities Administrator, on behalf of the Trustee, does withhold the amount of any amount otherwise required distribution from interest or payments on the Mortgage Loans (including principal payments to the extent of accrued original issue discount distributions discount) or Monthly Advances thereof to any Holder Certificateholder pursuant to Federal federal withholding requirements, the Trustee Securities Administrator shall indicate in the statement required pursuant with any payments to Section 4.03 such Certificateholders the amount so withheld. . In addition, if any United States federal income tax is due at the time a Non-U.S. Person transfers a Residual Certificate, the Securities Administrator, on behalf of the Trustee, or other Withholding Agent may (d1) The Depositor and withhold an amount equal to the Trustee shall have the right to refuse the surrender, registration taxes due upon disposition of transfer or exchange of any such Residual Certificate from future distributions made with respect to which such tax Residual Certificate to the transferee thereof (after giving effect to the withholding of taxes imposed on such transferee), and (2) pay the withheld amount to the Internal Revenue Service unless satisfactory written evidence of payment by the transferor of the taxes due has been provided to the Securities Administrator or such Withholding Agent. Moreover, the Securities Administrator, on behalf of the Trustee, or other governmental charge shall Withholding Agent may (1) hold distributions on a Residual Certificate, without interest, pending determination of amounts to be payable until withheld, (2) withhold other amounts, if any, required to be withheld pursuant to United States federal income tax law from distributions that otherwise would be made to such payment shall have been made by transferee on each Residual Certificate that it holds, and (3) pay to the Holder thereofInternal Revenue Service all such amounts withheld.

Compliance with Withholding Requirements. (a) Notwithstanding any other provision of this Trust Agreement to the contraryAgreement, the Trustee Paying Agent shall comply with all Federal federal withholding requirements respecting distributions with respect to Holders payments to Certificateholders and other payees of interest or original issue discount that the Trustee Paying Agent reasonably believes are applicable under the Code. The consent of Holders Certificateholders or payees shall not be required for such withholding. (b) Each Holder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes in respect of distributions to such Holder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 (or successor form), Form W-9 (or successor form), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global Certificates, the Holder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The Trustee shall not be required to accept any such Internal Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder and may be withheld by the Trustee. The consent of the Holder shall not be required for such withholding. In the event the Trustee does withhold Paying Agent or its agent withholds any amount from interest or original issue discount distributions payments or Advances advances thereof to any Holder Certificateholder or payee pursuant to Federal federal withholding requirements, the Trustee Paying Agent shall indicate in the statement required pursuant to Section 4.03 the amount withheld to such Certificateholder or payee. Any amount so withheldwithheld shall be treated as having been distributed to such Person for all purposes of this Agreement. (db) The Depositor Each Beneficial Owner and Certificateholder, by the purchase of a Certificate or its acceptance of a beneficial interest therein, acknowledges that interest on the Certificates will be treated as United States source interest, and, as such, United States withholding tax may apply. Each such Beneficial Owner and Certificateholder further agrees, upon request, to provide any certifications that may be required under applicable law, regulations or procedures to evidence its status for United States withholding tax purposes and understands that if it ceases to satisfy the foregoing requirements or provide requested documentation, payments to it under the Certificates may be subject to United States withholding tax (without any corresponding gross-up). Without limiting the foregoing, if a payment made under this Agreement would be subject to United States federal withholding tax imposed by FATCA if the recipient of such payment were to fail to comply with FATCA (including the requirements of Code Sections 1471(b) or 1472(b), as applicable), such recipient shall deliver to the Paying Agent, with a copy to each of the Trustee and the Trustee shall have Certificate Administrator, at the right to refuse the surrender, registration of transfer time or exchange of any Certificate with respect to which such tax or other governmental charge shall be payable until such payment shall have been made times prescribed by the Holder thereofCode and at such time or times reasonably requested by the Paying Agent or the Trustee, such documentation prescribed by the Code (including as prescribed by Code Section 1471(b)(3)(C)(i)) and such additional documentation reasonably requested by the Paying Agent, the Trustee or the Certificate Administrator to comply with their respective obligations under FATCA, to determine that such recipient has complied with such recipient’s obligations under FATCA, or to determine the amount to deduct and withhold from such payment.

Compliance with Withholding Requirements. (a) Notwithstanding any other provision of this Trust Agreement to the contraryAgreement, the Trustee Paying Agent shall comply with all Federal federal withholding requirements respecting distributions with respect to Holders payments to Certificateholders of interest or original issue discount that the Trustee Paying Agent reasonably believes are applicable under the Code. The consent of Holders Certificateholders shall not be required for such withholding. (b) Each Holder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes in respect of distributions to such Holder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 (or successor form), Form W-9 (or successor form), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global Certificates, the Holder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The Trustee shall not be required to accept any such Internal Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder and may be withheld by the Trustee. The consent of the Holder shall not be required for such withholding. In the event the Trustee does withhold Paying Agent or its agent withholds any amount from interest or original issue discount distributions payments or Advances advances thereof to any Holder Certificateholder pursuant to Federal federal withholding requirements, the Trustee Paying Agent shall indicate in the statement required pursuant to Section 4.03 the amount withheld to such Certificateholder. Any amount so withheldwithheld shall be treated as having been distributed to such Certificateholder for all purposes of this Agreement. (db) The Depositor Each Beneficial Owner and Certificateholder, by the purchase of a Certificate or its acceptance of a beneficial interest therein, acknowledges that interest on the Certificates will be treated as United States source interest, and, as such, United States withholding tax may apply. Each such Beneficial Owner and Certificateholder further agrees, upon request, to provide any certifications that may be required under applicable law, regulations or procedures to evidence its status for United States withholding tax purposes and understands that if it ceases to satisfy the foregoing requirements or provide requested documentation, payments to it under the Certificates may be subject to United States withholding tax (without any corresponding gross-up). Without limiting the foregoing, if a payment made under this Agreement would be subject to United States federal withholding tax imposed by FATCA if the recipient of such payment were to fail to comply with FATCA (including the requirements of Code Sections 1471(b) or 1472(b), as applicable), such recipient shall deliver to the Paying Agent, with a copy to each of the Trustee and the Trustee shall have Certificate Administrator, at the right to refuse the surrender, registration of transfer time or exchange of any Certificate with respect to which such tax or other governmental charge shall be payable until such payment shall have been made times prescribed by the Holder thereofCode and at such time or times reasonably requested by the Paying Agent or the Trustee, such documentation prescribed by the Code (including as prescribed by Code Section 1471(b)(3)(C)(i)) and such additional documentation reasonably requested by the Paying Agent, the Trustee or the Certificate Administrator to comply with their respective obligations under FATCA, to determine that such recipient has complied with such recipient’s obligations under FATCA, or to determine the amount to deduct and withhold from such payment. For these purposes, “FATCA” means Section 1471 through 1474 of the Code and any regulations or official interpretations thereof (including any revenue ruling, revenue procedure, notice or similar guidance issued by the U.S. Internal Revenue Service thereunder as a precondition to relief or exemption from taxes under such Sections, regulations and interpretations), any agreements entered into pursuant to Code Section 1471(b)(1), and including any amendments made to FATCA after the date of this Agreement.

Compliance with Withholding Requirements. (a) Notwithstanding any other provision of this Trust Agreement to the contraryAgreement, the Trustee Paying Agent shall comply with all Federal federal withholding requirements respecting distributions with respect to Holders payments to Certificateholders and the Uncertificated VRR Interest Owners of interest or original issue discount that the Trustee Paying Agent reasonably believes are applicable under the Code. The consent of Holders Certificateholders and/or the Uncertificated VRR Interest Owners shall not be required for such withholding. (b) Each Holder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes in respect of distributions to such Holder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 (or successor form), Form W-9 (or successor form), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global Certificates, the Holder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The Trustee shall not be required to accept any such Internal Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder and may be withheld by the Trustee. The consent of the Holder shall not be required for such withholding. In the event the Trustee does withhold Paying Agent or its agent withholds any amount from interest or original issue discount distributions payments or Advances advances thereof to any Holder Certificateholder or any Uncertificated VRR Interest Owner pursuant to Federal federal withholding requirements, the Trustee Paying Agent shall indicate in the statement required pursuant to Section 4.03 the amount withheld to such Certificateholder or such Uncertificated VRR Interest Owner. Any amount so withheldwithheld shall be treated as having been distributed to such Certificateholder or such Uncertificated VRR Interest Owner for all purposes of this Agreement. (db) The Depositor Each Certificate Owner, Certificateholder and Uncertificated VRR Interest Owner, by the purchase of a Certificate or an Uncertificated VRR Interest Portion or its acceptance of a beneficial interest therein, acknowledges that interest on the Certificates and the Trustee shall have Uncertificated VRR Interest will be treated as United States source interest, and, as such, United States withholding tax may apply. Each such Certificate Owner, each such Certificateholder and each such Uncertificated VRR Interest Owner further agrees, upon request, to provide any certifications that may be required under applicable law, regulations or procedures to evidence its status for United States withholding tax purposes and understands that if it ceases to satisfy the right foregoing requirements or provide requested documentation, payments to refuse it under the surrenderCertificates may be subject to United States withholding tax (without any corresponding gross-up). Without limiting the foregoing, registration if a payment made under this Agreement would be subject to United States federal withholding tax imposed by FATCA if the recipient of transfer or exchange of any Certificate with respect to which such tax or other governmental charge shall be payable until such payment were to fail to comply with FATCA (including the requirements of Code Sections 1471(b) or 1472(b), as applicable), such recipient shall have been made deliver to the Paying Agent, with a copy to each of the Trustee and the Certificate Administrator, at the time or times prescribed by the Holder thereofCode and at such time or times reasonably requested by the Paying Agent or the Trustee, such documentation prescribed by the Code (including as prescribed by Code Section 1471(b)(3)(C)(i)) and such additional documentation reasonably requested by the Paying Agent, the Trustee or the Certificate Administrator to comply with their respective obligations under FATCA, to determine that such recipient has complied with such recipient’s obligations under FATCA, or to determine the amount to deduct and withhold from such payment. For these purposes, “FATCA” means Section 1471 through 1474 of the Code and any regulations or official interpretations thereof (including any revenue ruling, revenue procedure, notice or similar guidance issued by the U.S. Internal Revenue Service thereunder as a precondition to relief or exemption from taxes under such Sections, regulations and interpretations), any agreements entered into pursuant to Code Section 1471(b)(1), and including any amendments made to FATCA after the date of this Agreement.

Compliance with Withholding Requirements. (a) Notwithstanding any other provision of this Trust Agreement to the contrary, the Trustee shall comply with all Federal withholding requirements respecting distributions to Holders Certificateholders of interest or original issue discount that the Trustee reasonably believes are applicable under the Code. The consent of Holders Certificateholders shall not be required for such withholding. (b) Each Holder Certificateholder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purpose income tax purposes in respect of distributions to such HolderCertificateholder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 (or successor form), Form W-9 (or successor formForm), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global Certificates, the Holder Certificateholder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The Trustee shall not be required to accept any such Internal Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder Certificateholder and may be withheld by the Trustee. The consent of the Holder Certificateholder shall not be required for such withholding. In the event the Trustee does withhold any amount from interest or original issue discount distributions or Advances thereof to any Holder Certificateholder pursuant to Federal withholding requirements, the Trustee shall indicate in the statement required pursuant to Section 4.03 the amount so withheld. (d) The Depositor and the Trustee shall have the right to refuse the surrender, registration of transfer or exchange of any Certificate certificate with respect to which such tax or other governmental charge shall be payable until such payment shall have been made by the Holder thereofCertificateholder.

Compliance with Withholding Requirements. (a) Notwithstanding any other provision of this Trust Agreement to the contraryAgreement, the Trustee Paying Agent shall comply with all Federal federal withholding requirements respecting distributions with respect to Holders payments to Certificateholders of interest or original issue discount that the Trustee Paying Agent reasonably believes are applicable under the Code. The consent of Holders Certificateholders shall not be required for such withholding. (b) Each Holder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes in respect of distributions to such Holder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 (or successor form), Form W-9 (or successor form), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global Certificates, the Holder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The Trustee shall not be required to accept any such Internal Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder and may be withheld by the Trustee. The consent of the Holder shall not be required for such withholding. In the event the Trustee does withhold Paying Agent or its agent withholds any amount from interest or original issue discount distributions payments or Advances advances thereof to any Holder Certificateholder pursuant to Federal federal withholding requirements, the Trustee Paying Agent shall indicate in the statement required pursuant to Section 4.03 the amount withheld to such Certificateholder. Any amount so withheldwithheld shall be treated as having been distributed to such Certificateholder for all purposes of this Agreement. (db) The Depositor Each Certificate Owner and Certificateholder, by the purchase of a Certificate or its acceptance of a beneficial interest therein, acknowledges that interest on the Certificates will be treated as United States source interest, and, as such, United States withholding tax may apply. Each such Certificate Owner and Certificateholder further agrees, upon request, to provide any certifications that may be required under applicable law, regulations or procedures to evidence its status for United States withholding tax purposes and understands that if it ceases to satisfy the foregoing requirements or provide requested documentation, payments to it under the Certificates may be subject to United States withholding tax (without any corresponding gross-up). Without limiting the foregoing, if a payment made under this Agreement would be subject to United States federal withholding tax imposed by FATCA if the recipient of such payment were to fail to comply with FATCA (including the requirements of Code Sections 1471(b) or 1472(b), as applicable), such recipient shall deliver to the Paying Agent, with a copy to each of the Trustee and the Trustee shall have Certificate Administrator, at the right to refuse the surrender, registration of transfer time or exchange of any Certificate with respect to which such tax or other governmental charge shall be payable until such payment shall have been made times prescribed by the Holder thereof.Code and at such time or times reasonably requested by the Paying Agent or the Trustee, such documentation prescribed by the Code (including as prescribed by Code Section 1471(b)(3)(C)(i)) and such additional

Compliance with Withholding Requirements. (a) Notwithstanding any other provision of this Trust Agreement to the contraryAgreement, the Trustee Paying Agent shall comply with all Federal federal withholding requirements respecting distributions with respect to Holders payments to Certificateholders and the Uncertificated VRR Interest Owner of interest or original issue discount that the Trustee Paying Agent reasonably believes are applicable under the Code. The consent of Holders Certificateholders and/or the Uncertificated VRR Interest Owner shall not be required for such withholding. (b) Each Holder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes in respect of distributions to such Holder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 (or successor form), Form W-9 (or successor form), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global Certificates, the Holder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The Trustee shall not be required to accept any such Internal Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder and may be withheld by the Trustee. The consent of the Holder shall not be required for such withholding. In the event the Trustee does withhold Paying Agent or its agent withholds any amount from interest or original issue discount distributions payments or Advances advances thereof to any Holder Certificateholder or the Uncertificated VRR Interest Owner pursuant to Federal federal withholding requirements, the Trustee Paying Agent shall indicate in the statement required pursuant to Section 4.03 the amount withheld to such Certificateholder or the Uncertificated VRR Interest Owner. Any amount so withheldwithheld shall be treated as having been distributed to such Certificateholder or the Uncertificated VRR Interest Owner for all purposes of this Agreement. (db) The Depositor Each Certificate Owner and Certificateholder and the Trustee shall have Uncertificated VRR Interest Owner, by the right purchase of a Certificate or the Uncertificated VRR Interest or its acceptance of a beneficial interest therein, acknowledges that interest on the Certificates and the Uncertificated VRR Interest will be treated as United States source interest, and, as such, United States withholding tax may apply. Each such Certificate Owner, each such Certificateholder and the Uncertificated VRR Interest Owner further agrees, upon request, to refuse provide any certifications that may be required under applicable law, regulations or procedures to evidence its status for United States withholding tax purposes and understands that if it ceases to satisfy the surrenderforegoing requirements or provide requested documentation, registration payments to it under the Certificates may be subject to United States withholding tax (without any corresponding gross-up). Without limiting the foregoing, if a payment made under this Agreement would be subject to United States federal withholding tax imposed by FATCA if the recipient of transfer or exchange of any Certificate with respect to which such tax or other governmental charge shall be payable until such payment were to fail to comply with FATCA (including the requirements of Code Sections 1471(b) or 1472(b), as applicable), such recipient shall have been made deliver to the Paying Agent, with a copy to each of the Trustee and the Certificate Administrator, at the time or times prescribed by the Holder thereofCode and at such time or times reasonably requested by the Paying Agent or the Trustee, such documentation prescribed by the Code (including as prescribed by Code Section 1471(b)(3)(C)(i)) and such additional documentation reasonably requested by the Paying Agent, the Trustee or the Certificate Administrator to comply with their respective obligations under FATCA, to determine that such recipient has complied with such recipient’s obligations under FATCA, or to determine the amount to deduct and withhold from such payment. For these purposes, “FATCA” means Section 1471 through 1474 of the Code and any regulations or official interpretations thereof (including any revenue ruling, revenue procedure, notice or similar guidance issued by the U.S. Internal Revenue Service thereunder as a precondition to relief or exemption from taxes under such Sections, regulations and interpretations), any agreements entered into pursuant to Code Section 1471(b)(1), and including any amendments made to FATCA after the date of this Agreement.

Compliance with Withholding Requirements. (a) Notwithstanding any other provision of this Trust Agreement to the contraryAgreement, the Trustee Paying Agent shall comply with all Federal federal withholding requirements respecting distributions with respect to Holders payments to Certificateholders and the Uncertificated VRR Interest Owner of interest or original issue discount that the Trustee Paying Agent reasonably believes are applicable under the Code. The consent of Holders Certificateholders and/or the Uncertificated VRR Interest Owner shall not be required for such withholding. (b) Each Holder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes in respect of distributions to such Holder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 (or successor form), Form W-9 (or successor form), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global Certificates, the Holder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The Trustee shall not be required to accept any such Internal Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder and may be withheld by the Trustee. The consent of the Holder shall not be required for such withholding. In the event the Trustee does withhold Paying Agent or its agent withholds any amount from interest or original issue discount distributions payments or Advances advances thereof to any Holder Certificateholder or the Uncertificated VRR Interest Owner pursuant to Federal federal withholding requirements, the Trustee Paying Agent shall indicate in the statement required pursuant to Section 4.03 the amount withheld to such Certificateholder or the Uncertificated VRR Interest Owner. Any amount so withheldwithheld shall be treated as having been distributed to such Certificateholder or the Uncertificated VRR Interest Owner for all purposes of this Agreement. (db) The Depositor Each Certificate Owner and Certificateholder and the Trustee shall have the right to refuse the surrenderUncertificated VRR Interest Owner, registration of transfer or exchange of any Certificate with respect to which such tax or other governmental charge shall be payable until such payment shall have been made by the Holder thereof.purchase of a Certificate or the Uncertificated VRR Interest or its acceptance of a beneficial interest therein, acknowledges that interest on the Certificates and the Uncertificated VRR Interest will be treated as United States source interest, and, as such, United States withholding tax may apply. Each such Certificate Owner, each such Certificateholder and the Uncertificated VRR Interest Owner further agrees, upon request, to provide any certifications that may be required under applicable law, regulations or procedures to evidence its status for United States withholding tax purposes and understands that if it ceases to satisfy the foregoing requirements or provide requested documentation, payments to it under the Certificates may be subject to United States withholding tax (without any corresponding gross-up). Without limiting the foregoing, if a payment made under this Agreement would be subject to United States federal withholding tax imposed by FATCA if

Compliance with Withholding Requirements. (a) Notwithstanding any other provision of this Trust Agreement to the contraryAgreement, the Trustee Paying Agent shall comply with all Federal federal withholding requirements respecting distributions with respect to Holders payments to Certificateholders and the Uncertificated VRR Interest Owner of interest or original issue discount that the Trustee Paying Agent reasonably believes are applicable under the Code. The consent of Holders Certificateholders and/or the Uncertificated VRR Interest Owner shall not be required for such withholding. (b) Each Holder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes in respect of distributions to such Holder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 (or successor form), Form W-9 (or successor form), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global Certificates, the Holder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The Trustee shall not be required to accept any such Internal Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder and may be withheld by the Trustee. The consent of the Holder shall not be required for such withholding. In the event the Trustee does withhold Paying Agent or its agent withholds any amount from interest or original issue discount distributions payments or Advances advances thereof to any Holder Certificateholder or the Uncertificated VRR Interest Owner pursuant to Federal federal withholding requirements, the Trustee Paying Agent shall indicate in the statement required pursuant to Section 4.03 the amount withheld to such Certificateholder or the Uncertificated VRR Interest Owner. Any amount so withheldwithheld shall be treated as having been distributed to such Certificateholder or the Uncertificated VRR Interest Owner for all purposes of this Agreement. (db) The Depositor Each Certificate Owner and Certificateholder and the Trustee shall have Uncertificated VRR Interest Owner, by the right purchase of a Certificate or the Uncertificated VRR Interest or its acceptance of a beneficial interest therein, acknowledges that interest on the Certificates and the Uncertificated VRR Interest will be treated as United States source interest, and, as such, United States withholding tax may apply. Each such Certificate Owner, each such Certificateholder and the Uncertificated VRR Interest Owner further agrees, upon request, to refuse provide any certifications that may be required under applicable law, regulations or procedures to evidence its status for United States withholding tax purposes and understands that if it ceases to satisfy the surrenderforegoing requirements or provide requested documentation, registration payments to it under the Certificates may be subject to United States withholding tax (without any corresponding gross-up). Without limiting the foregoing, if a payment made under this Agreement would be subject to United States federal withholding tax imposed by FATCA if the recipient of transfer or exchange of any Certificate with respect to which such tax or other governmental charge shall be payable until such payment were to fail to comply with FATCA (including the requirements of Code Sections 1471(b) or 1472(b), as applicable), such recipient shall have been made deliver to the Paying Agent, with a copy to each of the Trustee and the Certificate Administrator, at the time or times prescribed by the Holder thereof.Code and at such time or times reasonably requested by the Paying Agent or the Trustee, such documentation prescribed by the Code (including as prescribed by Code Section 1471(b)(3)(C)(i)) and such additional documentation reasonably requested by the Paying Agent, the Trustee or the Certificate Administrator to comply with their respective obligations under FATCA, to determine that such recipient has complied with such

Compliance with Withholding Requirements. (a) Notwithstanding any other provision provisions of this the Trust Agreement to the contraryAgreement, the Trustee shall comply with all Federal federal withholding requirements respecting distributions to Holders payments of interest or principal to the extent of accrued original issue discount on Certificates to each Holder of such Certificates who (a) is not a “United States person,” within the meaning of Code section 7701(a)(30), (b) fails to furnish its TIN to the Trustee, (c) furnishes the Trustee an incorrect TIN, (d) fails to report properly interest and dividends, (e) under certain circumstances, fails to provide the Trustee or the Certificateholder’s securities broker with a certified statement, signed under penalties of perjury, that the TIN provided by such Certificateholder to the Trustee believes are or such broker is correct and that the Certificateholder is not subject to backup withholding or (f) otherwise fails to satisfy any applicable under certification requirements relating to the Codewithholding tax. The consent of Holders shall not be required for such withholding. (b) Each Holder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes in respect of distributions to such Holder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 (or successor form), Form W-9 (or successor form), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global Certificates, the Holder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The Trustee shall not be required to accept any such Internal Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder and may be withheld by the Trustee. The consent of the Holder Certificateholder shall not be required for such withholding. In the event the Trustee does withhold the amount of any amount otherwise required distribution from interest or payments on the Mortgage Loans (including principal payments to the extent of accrued original issue discount distributions discount) or Monthly Advances thereof to any Holder Certificateholder pursuant to Federal federal withholding requirements, the Trustee shall indicate in the statement required pursuant with any payments to Section 4.03 such Certificateholders the amount so withheld. (d) The Depositor and . In addition, if any United States federal income tax is due at the time a Non-U.S. Person transfers a Residual Certificate, the Trustee shall have or other Withholding Agent may (1) withhold an amount equal to the right to refuse the surrender, registration taxes due upon disposition of transfer or exchange of any such Residual Certificate from future distributions made with respect to which such tax Residual Certificate to the transferee thereof (after giving effect to the withholding of taxes imposed on such transferee), and (2) pay the withheld amount to the Internal Revenue Service unless satisfactory written evidence of payment by the transferor of the taxes due has been provided to the Trustee or such Withholding Agent. Moreover, the Trustee or other governmental charge shall Withholding Agent may (1) hold distributions on a Residual Certificate, without interest, pending determination of amounts to be payable until withheld, (2) withhold other amounts, if any, required to be withheld pursuant to United States federal income tax law from distributions that otherwise would be made to such payment shall have been made by transferee on each Residual Certificate that it holds, and (3) pay to the Holder thereofInternal Revenue Service all such amounts withheld.

Compliance with Withholding Requirements. (a) Notwithstanding any other provision of this Trust Agreement to the contraryAgreement, the Trustee Paying Agent shall comply with all Federal federal withholding requirements respecting distributions with respect to Holders payments to Trust Certificateholders and Uncertificated Interest Owners of interest or original issue discount that the Trustee Paying Agent reasonably believes are applicable under the Code. The consent of Holders Trust Certificateholders and/or Uncertificated Interest Owners shall not be required for such withholding. (b) Each Holder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes in respect of distributions to such Holder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 (or successor form), Form W-9 (or successor form), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global Certificates, the Holder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The Trustee shall not be required to accept any such Internal Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder and may be withheld by the Trustee. The consent of the Holder shall not be required for such withholding. In the event the Trustee does withhold Paying Agent or its agent withholds any amount from interest or original issue discount distributions payments or Advances advances thereof to any Holder Trust Certificateholder or Uncertificated Interest Owners pursuant to Federal federal withholding requirements, the Trustee Paying Agent shall indicate in the statement required pursuant to Section 4.03 the amount withheld to such Trust Certificateholder or such Uncertificated Interest Owner. Any amount so withheldwithheld shall be treated as having been distributed to such Trust Certificateholder or such Uncertificated Interest Owner for all purposes of this Agreement. (db) The Depositor Each Certificate Owner, Trust Certificateholder and Uncertificated Interest Owner, by the purchase of a Trust Certificate or an Uncertificated Interest or its acceptance of a beneficial interest therein, acknowledges that interest on the Certificates and the Trustee shall have Uncertificated Interest will be treated as United States source interest, and, as such, United States withholding tax may apply. Each such Certificate Owner, each such Trust Certificateholder and each such Uncertificated Interest Owner further agrees, upon request, to provide any certifications that may be required under applicable law, regulations or procedures to evidence its status for United States withholding tax purposes and understands that if it ceases to satisfy the right foregoing requirements or provide requested documentation, payments to refuse it under the surrenderTrust Certificates may be subject to United States withholding tax (without any corresponding gross-up). Without limiting the foregoing, registration if a payment made under this Agreement would be subject to United States federal withholding tax imposed by FATCA if the recipient of transfer or exchange of any Certificate with respect to which such tax or other governmental charge shall be payable until such payment were to fail to comply with FATCA (including the requirements of Code Sections 1471(b) or 1472(b), as applicable), such recipient shall have been made deliver to the Paying Agent, with a copy to each of the Trustee and the Certificate Administrator, at the time or times prescribed by the Holder thereofCode and at such time or times reasonably requested by the Paying Agent or the Trustee, such documentation prescribed by the Code (including as prescribed by Code Section 1471(b)(3)(C)(i)) and such additional documentation reasonably requested by the Paying Agent, the Trustee or the Certificate Administrator to comply with their respective obligations under FATCA, to determine that such recipient has complied with such recipient’s obligations under FATCA, or to determine the amount to deduct and withhold from such payment. For these purposes, “FATCA” means Section 1471 through 1474 of the Code and any regulations or official interpretations thereof (including any revenue ruling, revenue procedure, notice or similar guidance issued by the U.S. Internal Revenue Service thereunder as a precondition to relief or exemption from taxes under such Sections, regulations and interpretations), any agreements entered into pursuant to Code Section 1471(b)(1), and including any amendments made to FATCA after the date of this Agreement.

Compliance with Withholding Requirements. (a) Notwithstanding any other provision of this Trust Agreement to the contraryAgreement, the Trustee Paying Agent shall comply with all Federal federal withholding requirements respecting distributions with respect to Holders payments to Certificateholders and the Uncertificated VRR Interest Owner of interest or original issue discount that the Trustee Paying Agent reasonably believes are applicable under the Code. The consent of Holders Certificateholders and/or the Uncertificated VRR Interest Owner shall not be required for such withholding. (b) Each Holder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes in respect of distributions to such Holder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 (or successor form), Form W-9 (or successor form), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global Certificates, the Holder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The Trustee shall not be required to accept any such Internal Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder and may be withheld by the Trustee. The consent of the Holder shall not be required for such withholding. In the event the Trustee does withhold Paying Agent or its agent withholds any amount from interest or original issue discount distributions payments or Advances advances thereof to any Holder Certificateholder or the Uncertificated VRR Interest Owner pursuant to Federal federal withholding requirements, the Trustee Paying Agent shall indicate in the statement required pursuant to Section 4.03 the amount withheld to such Certificateholder or the Uncertificated VRR Interest Owner. Any amount so withheldwithheld shall be treated as having been distributed to such Certificateholder or the Uncertificated VRR Interest Owner for all purposes of this Agreement. (db) The Depositor Each Certificate Owner, Certificateholder and the Trustee shall have Uncertificated VRR Interest Owner, by the right purchase of a Certificate or the Uncertificated VRR Interest or its acceptance of a beneficial interest therein, acknowledges that interest on the Certificates and the Uncertificated VRR Interest will be treated as United States source interest, and, as such, United States withholding tax may apply. Each such Certificate Owner, each such Certificateholder and the Uncertificated VRR Interest Owner further agrees, upon request, to refuse provide any certifications that may be required under applicable law, regulations or procedures to evidence its status for United States withholding tax purposes and understands that if it ceases to satisfy the surrenderforegoing requirements or provide requested documentation, registration payments to it under the Certificates may be subject to United States withholding tax (without any corresponding gross-up). Without limiting the foregoing, if a payment made under this Agreement would be subject to United States federal withholding tax imposed by FATCA if the recipient of transfer or exchange of any Certificate with respect to which such tax or other governmental charge shall be payable until such payment were to fail to comply with FATCA (including the requirements of Code Sections 1471(b) or 1472(b), as applicable), such recipient shall have been made deliver to the Paying Agent, with a copy to each of the Trustee and the Certificate Administrator, at the time or times prescribed by the Holder thereofCode and at such time or times reasonably requested by the Paying Agent or the Trustee, such documentation prescribed by the Code (including as prescribed by Code Section 1471(b)(3)(C)(i)) and such additional documentation reasonably requested by the Paying Agent, the Trustee or the Certificate Administrator to comply with their respective obligations under FATCA, to determine that such recipient has complied with such recipient’s obligations under FATCA, or to determine the amount to deduct and withhold from such payment. For these purposes, “FATCA” means Section 1471 through 1474 of the Code and any regulations or official interpretations thereof (including any revenue ruling, revenue procedure, notice or similar guidance issued by the U.S. Internal Revenue Service thereunder as a precondition to relief or exemption from taxes under such Sections, regulations and interpretations), any agreements entered into pursuant to Code Section 1471(b)(1), and including any amendments made to FATCA after the date of this Agreement.

Compliance with Withholding Requirements. (a) Notwithstanding any other provision of this Trust Agreement to the contraryAgreement, the Trustee Paying Agent shall comply with all Federal federal withholding requirements respecting distributions with respect to Holders payments to Certificateholders and the Uncertificated VRR Interest Owner of interest or original issue discount that the Trustee Paying Agent reasonably believes are applicable under the Code. The consent of Holders Certificateholders and/or the Uncertificated VRR Interest Owner shall not be required for such withholding. (b) Each Holder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes in respect of distributions to such Holder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 (or successor form), Form W-9 (or successor form), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global Certificates, the Holder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The Trustee shall not be required to accept any such Internal Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder and may be withheld by the Trustee. The consent of the Holder shall not be required for such withholding. In the event the Trustee does withhold Paying Agent or its agent withholds any amount from interest or original issue discount distributions payments or Advances advances thereof to any Holder Certificateholder or the Uncertificated VRR Interest Owner pursuant to Federal federal withholding requirements, the Trustee Paying Agent shall indicate in the statement required pursuant to Section 4.03 the amount withheld to such Certificateholder or such Uncertificated VRR Interest Owner. Any amount so withheldwithheld shall be treated as having been distributed to such Certificateholder or such Uncertificated VRR Interest Owner for all purposes of this Agreement. (db) The Depositor Each Certificate Owner, Certificateholder and Uncertificated VRR Interest Owner, by the purchase of a Certificate or the Combined VRR Interest or its acceptance of a beneficial interest therein, acknowledges that interest on the Certificates and the Trustee shall have Combined VRR Interest will be treated as United States source interest, and, as such, United States withholding tax may apply. Each such Certificate Owner, each such Certificateholder and each such Uncertificated VRR Interest Owner further agrees, upon request, to provide any certifications that may be required under applicable law, regulations or procedures to evidence its status for United States withholding tax purposes and understands that if it ceases to satisfy the right foregoing requirements or provide requested documentation, payments to refuse it under the surrenderCertificates may be subject to United States withholding tax (without any corresponding gross-up). Without limiting the foregoing, registration if a payment made under this Agreement would be subject to United States federal withholding tax imposed by FATCA if the recipient of transfer or exchange of any Certificate with respect to which such tax or other governmental charge shall be payable until such payment were to fail to comply with FATCA (including the requirements of Code Sections 1471(b) or 1472(b), as applicable), such recipient shall have been made deliver to the Paying Agent, with a copy to each of the Trustee and the Certificate Administrator, at the time or times prescribed by the Holder thereofCode and at such time or times reasonably requested by the Paying Agent or the Trustee, such documentation prescribed by the Code (including as prescribed by Code Section 1471(b)(3)(C)(i)) and such additional documentation reasonably requested by the Paying Agent, the Trustee or the Certificate Administrator to comply with their respective obligations under FATCA, to determine that such recipient has complied with such recipient’s obligations under FATCA, or to determine the amount to deduct and withhold from such payment. For these purposes, “FATCA” means Section 1471 through 1474 of the Code and any regulations or official interpretations thereof (including any revenue ruling, revenue procedure, notice or similar guidance issued by the U.S. Internal Revenue Service thereunder as a precondition to relief or exemption from taxes under such Sections, regulations and interpretations), any agreements entered into pursuant to Code Section 1471(b)(1), and including any amendments made to FATCA after the date of this Agreement.

Compliance with Withholding Requirements. (a) Notwithstanding any other provision of this Trust Agreement to the contrary, the Trustee shall comply with all Federal withholding requirements respecting distributions to Holders Certificateholders of interest or original issue discount that the Trustee reasonably believes are applicable under the Code. The consent of Holders Certificateholders shall not be required for such withholding. (b) Each Holder Certificateholder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global CertificatesSecurities, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes in respect of distributions to such HolderCertificateholder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 W-8BEN (or successor form), Form W-9 (or successor form), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global CertificatesSecurities, the Holder Certificateholder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The Trustee shall not be required to accept any such Internal Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder Certificateholder and may be withheld by the Trustee. The consent of the Holder Certificateholder shall not be required for such withholding. In the event the Trustee does withhold any amount from interest or original issue discount distributions or Advances thereof to any Holder Certificateholder pursuant to Federal withholding requirements, the Trustee shall indicate in the statement required pursuant to Section 4.03 the amount so withheld. (d) The Depositor and the Trustee shall have the right to refuse the surrender, registration of transfer or exchange of any Certificate with respect to which such tax or other governmental charge shall be payable until such payment shall have been made by the Holder thereofCertificateholder.

Compliance with Withholding Requirements. In the event that the Owner Trustee is required (awhether on liquidation of the Trust or otherwise) Notwithstanding to make payments to the Depositor or the Certificateholders, notwithstanding any other provision provisions of this Trust Agreement to the contraryAgreement, the Owner Trustee (or its Agent) shall comply with all Federal federal withholding requirements respecting distributions with respect to Holders of interest payments to the Depositor or original issue discount the Certificateholders that the Owner Trustee reasonably believes are applicable under the Code. The consent of Holders the Depositor or the Certificateholders, as the case may be, shall not be required for any such withholding. (b) Each Holder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes in respect of distributions to such Holder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 (or successor form), Form W-9 (or successor form), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global Certificates, the Holder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The parties hereto understand and agree that the Owner Trustee shall not be required to accept gross up any such payments for the amount of such withholding (or any other amounts). The Owner Trustee agrees, to the extent required by the Internal Revenue Service forms if it believes that they are not accurate Code of 1986, as amended (but the Trustee shall not be required "Code"), and applicable federal regulations thereunder, to make withhold from each payment due hereunder or under any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of Certificate, United States withholding taxes at the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder and may be withheld by the Trustee. The consent of the Holder shall not be required for such withholdingappropriate rate. In the event that any withholding tax is imposed on the payment to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. Any Certificateholder which is organized under the laws of a jurisdiction outside the United States shall, on or prior to the date such Certificateholder becomes a Certificateholder, (a) so notify the Owner Trustee, (b) (i) provide the Owner Trustee does withhold any amount with Internal Revenue Service form 1001, 4224, 8709 or W-8, as appropriate, or (ii) notify the Owner Trustee that it is not entitled to an exemption from interest United States withholding tax or original issue discount distributions or Advances a reduction in the rate thereof on payments of interest. Any such Certificateholder agrees by its acceptance of a Certificate, on an ongoing basis, to any Holder pursuant provide like certification for each taxable year and to Federal withholding requirements, notify the Owner Trustee should subsequent circumstances arise affecting the information provided the Owner Trustee in clauses (a) and (b) above. The Owner Trustee shall indicate be fully protected in relying upon, and each Certificateholder by its acceptance of a Certificate hereunder agrees to indemnify and hold the statement required pursuant to Section 4.03 the amount so withheld. (d) The Depositor and the Owner Trustee shall have the right to refuse the surrender, registration of transfer harmless against all claims or exchange liability of any Certificate kind arising in connection with respect or related to which such tax the Owner Trustee's reliance upon any documents, forms or other governmental charge shall be payable until such payment shall have been made information provided by any Certificateholder to the Holder thereofOwner Trustee.

Compliance with Withholding Requirements. (a) Notwithstanding any other provision of this Trust Agreement to the contraryAgreement, the Trustee Paying Agent shall comply with all Federal federal withholding requirements respecting distributions with respect to Holders payments to Certificateholders of interest or original issue discount that the Trustee Paying Agent reasonably believes are applicable under the Code. The consent of Holders Certificateholders shall not be required for such withholding. (b) Each Holder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes in respect of distributions to such Holder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 (or successor form), Form W-9 (or successor form), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global Certificates, the Holder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The Trustee shall not be required to accept any such Internal Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder and may be withheld by the Trustee. The consent of the Holder shall not be required for such withholding. In the event the Trustee does withhold Paying Agent or its agent withholds any amount from interest or original issue discount distributions payments or Advances advances thereof to any Holder Certificateholder pursuant to Federal federal withholding requirements, the Trustee Paying Agent shall indicate in the statement required pursuant to Section 4.03 the amount withheld to such Certificateholder. Any amount so withheldwithheld shall be treated as having been distributed to such Certificateholder for all purposes of this Agreement. (db) The Depositor Each Certificate Owner and Certificateholder, by the purchase of a Certificate or its acceptance of a beneficial interest therein, acknowledges that interest on the Certificates will be treated as United States source interest, and, as such, United States withholding tax may apply. Each such Certificate Owner and Certificateholder further agrees, upon request, to provide any certifications that may be required under applicable law, regulations or procedures to evidence its status for United States withholding tax purposes and understands that if it ceases to satisfy the foregoing requirements or provide requested documentation, payments to it under the Certificates may be subject to United States withholding tax (without any corresponding gross-up). Without limiting the foregoing, if a payment made under this Agreement would be subject to United States federal withholding tax imposed by FATCA if the recipient of such payment were to fail to comply with FATCA (including the requirements of Code Sections 1471(b) or 1472(b), as applicable), such recipient shall deliver to the Paying Agent, with a copy to each of the Trustee and the Trustee shall have the right to refuse the surrender, registration of transfer or exchange of any Certificate with respect to which such tax or other governmental charge shall be payable until such payment shall have been made by the Holder thereof.Certificate

Compliance with Withholding Requirements. (a) Notwithstanding any other provision of this Trust Agreement The Trustee shall request, and, to the contraryextent that it receives the same pursuant to such request, be required to deliver all appropriate tax certifications and forms necessary to enable the Trustee shall comply or its agents on behalf of the Trust, to satisfy its obligations under this Agreement or determine its duties and liabilities with all Federal withholding requirements respecting distributions respect to Holders of interest any taxes or original issue discount other charges that the Trustee believes are applicable under the Code. The consent of Holders shall not they may be required for such withholding. (b) Each Holder will provide the Trustee (andto pay, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes deduct or withhold in respect of distributions the Certificateholders under any present or future law or regulation of the United States or any present or future law or regulation of any political subdivision thereof or taxing authority therein or to comply with any reporting or other requirements under any law or regulation, and to pay, deduct or withhold any such Holder, such evidence taxes or charges and remit them to the relevant taxing authorities as required under law. Such certification may take the form of a statementcorrect, on a duly complete and executed and up-to-date U.S. Internal Revenue Service Form W-8 W-8BEN, W-8IMY, or W-9, (or successor formany successors thereto), Form W-9 (or successor form), or Form 4224 (or successor form)including appropriate attachments, as applicable, that identifies the Beneficial Owner beneficial owner of the Certificate; provided. If any withholding tax is imposed on the payment (or allocations of income) to any Certificateholder, howeversuch tax shall reduce the amount otherwise distributable to such Holder. The Trustee is hereby authorized and directed to retain from amounts otherwise distributable to any Holder sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings), or that the Trustee may otherwise determine it is obligated to withhold under applicable law or regulation. The amount of any withholding tax imposed with respect to any Holder shall be treated as cash distributed to such Holder at the time it is withheld by the Trustee and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution, the Trustee may in its sole discretion withhold such amounts in accordance with this Section 4.4. If any Holder wishes to apply for a refund of any such withholding tax, the Trustee shall reasonably cooperate with such Holder in making such claim so long as the Certificates are held at a Depository in the form of Global Certificates, the such Holder shall have no obligation agrees to provide reimburse the Trustee with for any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificatesout-of-pocket expenses incurred. The Trustee shall not be required use reasonable efforts to accept give notice to each Holder of any such Internal Revenue Service forms if it believes that they are not accurate (but withholding requirement at least 10 days prior to the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf date of the Trustee, including any tax or governmental charge payment from which amounts are required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder and may be withheld by the Trustee. The consent of the Holder shall not be required for such withholding. In the event the Trustee does withhold any amount from interest or original issue discount distributions or Advances thereof to any Holder pursuant to Federal withholding requirements, the Trustee shall indicate in the statement required pursuant to Section 4.03 the amount so withheld. (d) The Depositor and the Trustee shall have the right to refuse the surrender, registration of transfer or exchange of any Certificate with respect to which such tax or other governmental charge shall be payable until such payment shall have been made by the Holder thereof.

Compliance with Withholding Requirements. (a) Notwithstanding any other provision of this Trust Agreement to the contrary, the Trustee shall comply with all Federal withholding requirements respecting distributions to Holders Certificateholders of interest or original issue discount that the Trustee reasonably believes are applicable under the Code. The consent of Holders Certificateholders shall not be required for such withholding. (b) Each Holder Certificateholder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes in respect of distributions to such HolderCertificateholder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 (or successor form), Form W-9 (or successor formForm), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global Certificates, the Holder Certificateholder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The Trustee shall not be required to accept any such Internal Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder Certificateholder and may be withheld by the Trustee. The consent of the Holder Certificateholder shall not be required for such withholding. In the event the Trustee does withhold any amount from interest or original issue discount distributions or Advances thereof to any Holder Certificateholder pursuant to Federal withholding requirements, the Trustee shall indicate in the statement required pursuant to Section 4.03 the amount so withheld. (d) The Depositor and the Trustee shall have the right to refuse the surrender, registration of transfer or exchange of any Certificate with respect to which such tax or other governmental charge shall be payable until such payment shall have been made by the Holder thereofCertificateholder.

Compliance with Withholding Requirements. (a) Notwithstanding any other provision of this Trust Agreement to the contraryAgreement, the Trustee and the Securities Administrator shall comply with all Federal federal withholding requirements respecting distributions payments to Holders Certificateholders of interest or original issue discount that the Trustee believes and the Securities Administrator reasonably believe are applicable under the Code. The consent of Holders shall not be required for such withholding. (b) Each Holder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes in respect of distributions to such Holder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 (or successor form), Form W-9 (or successor form), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global Certificates, the Holder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The Trustee shall not be required to accept any such Internal Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder and may be withheld by the Trustee. The consent of the Holder Certificateholders shall not be required for such withholding. In the event the Trustee Securities Administrator does withhold any amount from interest or original issue discount distributions payments or Advances advances thereof to any Holder Certificateholder pursuant to Federal federal withholding requirements, the Trustee Securities Administrator shall indicate the amount withheld to such Certificateholders. (a) On each Distribution Date, the following amounts, in the statement required following order of priority and in accordance with the Remittance Report, shall be distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R Certificates, as the case may be: (i) first, to the Holders of REMIC I Regular Interest LTI-IO-1, REMIC I Regular Interest LTI-IO-2, REMIC I Regular Interest LTI-IO-3, REMIC I Regular Interest LTI-IO-4 and REMIC I Regular Interest LTI-IO-5, in an amount equal to (A) the Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates and second, to the Holders of REMIC I Regular Interest LTI-1 and REMIC I Regular Interest LTI-P, in an amount equal to (A) the Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; (ii) to the Holders of the REMIC I Regular Interest LTI-P, on the Distribution Date immediately following the expiration of the latest Prepayment Change term as identified on the Loan Schedule or any Distribution Date thereafter until $100 has been distributed pursuant to Section 4.03 this clause; (iii) on each Distribution Date, the remainder of the Available Funds for such Distribution Date after the distributions made pursuant to clause (i) and clause (ii) above, first, to the Holders of REMIC I Regular Interest LTI-1 until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero, and second, to the Holders of REMIC I Regular Interest LTI-IO-1, REMIC I Regular Interest LTI-IO-2, REMIC I Regular Interest LTI-IO-3, REMIC I Regular Interest LTI-IO-4 and REMIC I Regular Interest LTI-IO-5, until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero; and (iv) to the Holders of the Class R Certificates (in respect of Component R-1), any amounts remaining after the distributions pursuant to clauses (i) through (iii) above. On each Distribution Date, all amounts representing Prepayment Charges in respect of the Mortgage Loans received during the related Prepayment Period will be distributed by REMIC I to the Holders of REMIC I Regular Interest LTI-P. The payment of the foregoing amounts to the Holders of REMIC I Regular Interest LTI-P shall not reduce the Uncertificated Principal Balance thereof. (b) On each Distribution Date, the following amounts, in the following order of priority and in accordance with the Remittance Report, shall be distributed by REMIC II to REMIC III on account of the REMIC II Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R Certificates, as the case may be: (i) first, to the Holders of REMIC II Regular Interest LTII-IO-A and REMIC Regular Interest LTII-IO-B, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates and then to Holders of REMIC II Regular Interest LTII-AA, REMIC II Regular Interest LTII-A1, REMIC II Regular Interest LTII-A2, REMIC II Regular Interest LTII-A3, REMIC II Regular Interest LTII-A4, REMIC II Regular Interest LTII-A5, REMIC II Regular Interest LTII-A6, REMIC II Regular Interest LTII-M1, REMIC II Regular Interest LTII-M2, REMIC II Regular Interest LTII-M3, REMIC II Regular Interest LTII-ZZ and REMIC II Regular Interest LTII-P, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for each such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC II Regular Interest LTII-ZZ shall be reduced and deferred when the REMIC II Overcollateralization Amount is less than the REMIC II Overcollateralization Target Amount, by the lesser of (x) the amount so withheld.of such difference and (y) the REMIC II Regular Interest LTII-ZZ Maximum Interest Deferral Amount and such amount will be payable to the Holders of REMIC II Regular Interest LTII-A1, REMIC II Regular Interest LTII-A2, REMIC II Regular Interest LTII-A3, REMIC II Regular Interest LTII-A4, REMIC II Regular Interest LTII-A5, REMIC II Regular Interest LTII-A6, REMIC II Regular Interest LTII-M1, REMIC II Regular Interest LTII-M2, REMIC II Regular Interest LTII-M3 in the same proportion as the Overcollateralization Increase Amount is allocated to the Corresponding Certificates, provided, however, that the Uncertificated Principal Balance of REMIC II Regular Interest LTII-ZZ is increased by such amount; (ii) second, to the Holders of REMIC II Regular Interests, in an amount equal to the remainder of the Available Distribution Amount for such Distribution Date after the distributions made pursuant to clause (i) above, allocated as follows: (a) to the Holders of REMIC II Regular Interest LTII-AA and REMIC II Regular Interest LTII-P, 98.00% of such remainder (other than amounts payable under clause (d) below), until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero, provided, however, that the Uncertificated Principal Balance of REMIC II Regular Interest LTII-P shall not be reduced until the Distribution Date in February 2009 or any Distribution Date thereafter, at which point such amount shall be distributed to REMIC II Regular Interest LTII-P, until $100 has been distributed pursuant to this clause; (b) to the Holders of REMIC Regular Interest LTII-A1, REMIC Regular Interest LTII-A2, REMIC Regular Interest LTII-A3, REMIC Regular Interest LTII-A4, REMIC Regular Interest LTII-A5, REMIC Regular Interest LTII-A6, REMIC II Regular Interest LTII-M1, REMIC II Regular Interest LTII-M2, REMIC II Regular Interest LTII-M3, 1.00% of such remainder (other than amounts payable under clause (d) below), in the same proportion as principal payments are allocated to the Corresponding Certificates, until the Uncertificated Principal Balances of such REMIC II Regular Interests are reduced to zero; (c) to the Holders of REMIC II Regular Interest LTII-ZZ, 1.00% of such remainder (other than amounts payable under the proviso below), until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; then (d) The Depositor any remaining amount to the Holders of the Class R Certificates (in respect of Component R-2); and (iii) third, to REMIC II Regular Interest LTII-P, 100% of the amount paid in respect of REMIC I Regular Interest LTI-P; provided, however, that (i) 98.00% and the Trustee shall have the right to refuse the surrender, registration of transfer or exchange (ii) 2.00% of any Certificate with respect principal payments that are attributable to which such tax or other governmental charge an Overcollateralization Release Amount shall be payable allocated to Holders of (i) REMIC II Regular Interest LTII-AA and REMIC II Regular Interest LTII-P, in that order and (ii) REMIC II Regular Interest LTII-ZZ, respectively; provided that REMIC II Regular Interest LTII-P shall not be reduced until the Distribution Date in November 2008, at which point such payment amount shall have be distributed to REMIC II Regular Interest LTII-P, until $100 has been made by the Holder thereofdistributed pursuant to this clause.

Compliance with Withholding Requirements. (a) Notwithstanding any other provision provisions of this the Trust Agreement to the contraryAgreement, the Trustee shall comply with all Federal federal withholding requirements respecting distributions to Holders payments of interest or principal to the extent of accrued original issue discount on Certificates to each Holder of such Certificates who (a) is not a "United States person," within the meaning of Code section 7701(a)(30), (b) fails to furnish its TIN to the Trustee, (c) furnishes the Trustee an incorrect TIN, (d) fails to report properly interest and dividends, (e) under certain circumstances, fails to provide the Trustee or the Certificateholder’s securities broker with a certified statement, signed under penalties of perjury, that the TIN provided by such Certificateholder to the Trustee believes are or such broker is correct and that the Certificateholder is not subject to backup withholding or (f) otherwise fails to satisfy any applicable under certification requirements relating to the Codewithholding tax. The consent of Holders shall not be required for such withholding. (b) Each Holder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes in respect of distributions to such Holder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 (or successor form), Form W-9 (or successor form), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global Certificates, the Holder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The Trustee shall not be required to accept any such Internal Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder and may be withheld by the Trustee. The consent of the Holder Certificateholder shall not be required for such withholding. In the event the Trustee does withhold the amount of any amount otherwise required distribution from interest or payments on the Mortgage Loans (including principal payments to the extent of accrued original issue discount distributions discount) or Monthly Advances thereof to any Holder Certificateholder pursuant to Federal federal withholding requirements, the Trustee shall indicate in the statement required pursuant with any payments to Section 4.03 such Certificateholders the amount so withheld. (d) The Depositor and . In addition, if any United States federal income tax is due at the time a Non-U.S. Person transfers a Residual Certificate, the Trustee shall have or other Withholding Agent may (1) withhold an amount equal to the right to refuse the surrender, registration taxes due upon disposition of transfer or exchange of any such Residual Certificate from future distributions made with respect to which such tax Residual Certificate to the transferee thereof (after giving effect to the withholding of taxes imposed on such transferee), and (2) pay the withheld amount to the Internal Revenue Service unless satisfactory written evidence of payment by the transferor of the taxes due has been provided to the Trustee or such Withholding Agent. Moreover, the Trustee or other governmental charge shall Withholding Agent may (1) hold distributions on a Residual Certificate, without interest, pending determination of amounts to be payable until withheld, (2) withhold other amounts, if any, required to be withheld pursuant to United States federal income tax law from distributions that otherwise would be made to such payment shall have been made by transferee on each Residual Certificate that it holds, and (3) pay to the Holder thereofInternal Revenue Service all such amounts withheld.

Compliance with Withholding Requirements. (a) Notwithstanding any other provision provisions of this the Trust Agreement to the contraryAgreement, the Trustee Securities Administrator shall comply with all Federal federal withholding requirements respecting distributions to Holders payments of interest or principal to the extent of accrued original issue discount on Certificates to each Holder of such Certificates who (a) is not a “United States person,” within the meaning of Code Section 7701(a)(30), (b) fails to furnish its TIN to the Securities Administrator, (c) furnishes the Securities Administrator an incorrect TIN, (d) fails to report properly interest and dividends, (e) under certain circumstances, fails to provide the Securities Administrator or the Certificateholder’s securities broker with a certified statement, signed under penalties of perjury, that the Trustee believes are TIN provided by such Certificateholder to the Securities Administrator or such broker is correct and that the Certificateholder is not subject to backup withholding or (f) otherwise fails to satisfy any applicable under certification requirements relating to the Codewithholding tax. The consent of Holders shall not be required for such withholding. (b) Each Holder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes in respect of distributions to such Holder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 (or successor form), Form W-9 (or successor form), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global Certificates, the Holder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The Trustee shall not be required to accept any such Internal Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder and may be withheld by the Trustee. The consent of the Holder Certificateholder shall not be required for such withholding. In the event the Trustee Securities Administrator, on behalf of the Trustee, does withhold the amount of any amount otherwise required distribution from interest or payments on the Mortgage Loans (including principal payments to the extent of accrued original issue discount distributions discount) or Monthly Advances thereof to any Holder Certificateholder pursuant to Federal federal withholding requirements, the Trustee Securities Administrator shall indicate in the statement required pursuant with any payments to Section 4.03 such Certificateholders the amount so withheld. (d) The Depositor and . In addition, if any United States federal income tax is due at the time a Non-U.S. Person transfers a Residual Certificate, the Securities Administrator, on behalf of the Trustee shall have or other Withholding Agent, may (1) withhold an amount equal to the right to refuse the surrender, registration taxes due upon disposition of transfer or exchange of any such Residual Certificate from future distributions made with respect to which such tax Residual Certificate to the transferee thereof (after giving effect to the withholding of taxes imposed on such transferee), and (2) pay the withheld amount to the Internal Revenue Service unless satisfactory written evidence of payment by the transferor of the taxes due has been provided to the Securities Administrator or such Withholding Agent. Moreover, the Securities Administrator, on behalf of the Trustee or other governmental charge shall Withholding Agent, may (1) hold distributions on a Residual Certificate, without interest, pending determination of amounts to be payable until withheld, (2) withhold other amounts, if any, required to be withheld pursuant to United States federal income tax law from distributions that otherwise would be made to such payment shall have been made by transferee on each Residual Certificate that it holds, and (3) pay to the Holder thereofInternal Revenue Service all such amounts withheld.

Compliance with Withholding Requirements. (a) Notwithstanding any other provision of this Trust Agreement to the contrary, the Trustee shall comply with all Federal federal withholding requirements respecting distributions to Holders Certificateholders of interest or original issue discount that the Trustee reasonably believes are applicable under the Code. The consent of Holders Certificateholders shall not be required for such withholding. (b) Each Holder Certificateholder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global CertificatesSecurities, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal federal income tax purposes in respect of distributions to such HolderCertificateholder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 W-8BEN (or successor form), Form W-9 (or successor form), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of 42 the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global CertificatesSecurities, the Holder Certificateholder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The Trustee shall not be required to accept any such Internal Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder Certificateholder and may be withheld by the Trustee. The consent of the Holder Certificateholder shall not be required for such withholding. In the event the Trustee does withhold any amount from interest or original issue discount distributions or Advances thereof to any Holder Certificateholder pursuant to Federal withholding requirements, the Trustee shall indicate in the statement required pursuant to Section 4.03 the amount so withheld. (d) The Depositor and the Trustee shall have the right to refuse the surrender, registration of transfer or exchange of any Certificate with respect to which such tax or other governmental charge shall be payable until such payment shall have been made by the Holder thereofCertificateholder.

Compliance with Withholding Requirements. (a) Notwithstanding any other provision of this Trust Agreement to the contraryAgreement, the Trustee and the Securities Administrator shall comply with all Federal federal withholding requirements respecting distributions payments to Holders Certificateholders of interest or original issue discount that the Trustee believes and the Securities Administrator reasonably believe are applicable under the Code. The consent of Holders shall not be required for such withholding. (b) Each Holder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes in respect of distributions to such Holder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 (or successor form), Form W-9 (or successor form), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global Certificates, the Holder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The Trustee shall not be required to accept any such Internal Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder and may be withheld by the Trustee. The consent of the Holder Certificateholders shall not be required for such withholding. In the event the Trustee Securities Administrator does withhold any amount from interest or original issue discount distributions payments or Advances advances thereof to any Holder Certificateholder pursuant to Federal federal withholding requirements, the Trustee Securities Administrator shall indicate the amount withheld to such Certificateholders. (a) On each Distribution Date, the following amounts, in the statement required following order of priority and in accordance with the Remittance Report, shall be distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R Certificates, as the case may be: (i) first, to the Holders of REMIC I Regular Interest LTI-IO-A, REMIC I Regular Interest LTI-IO-B, REMIC I Regular Interest LTI-IO-C, REMIC I Regular Interest LTI-IO-D and REMIC I Regular Interest LTI-IO-E, in an amount equal to (A) the Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates and second, to the Holders of REMIC I Regular Interest LTI-1 and REMIC I Regular Interest LTI-P, in an amount equal to (A) the Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; (ii) to the Holders of the REMIC I Regular Interest LTI-P, on the Distribution Date immediately following the expiration of the latest Prepayment Change term as identified on the Loan Schedule or any Distribution Date thereafter until $100 has been distributed pursuant to Section 4.03 this clause; (iii) on each Distribution Date, the remainder of the Available Funds for such Distribution Date after the distributions made pursuant to clause (i) and clause (ii) above, first, to the Holders of REMIC I Regular Interest LTI-1 until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero, and second, to the Holders of REMIC I Regular Interest LTI-IO-A, REMIC I Regular Interest LTI-IO-B, REMIC I Regular Interest LTI-IO-C, REMIC I Regular Interest LTI-IO-D and REMIC I Regular Interest LTI-IO-E, until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero; and (iv) to the Holders of the Class R Certificates, any amounts remaining after the distributions pursuant to clauses (i) through (iii) above. On each Distribution Date, all amounts representing Prepayment Charges in respect of the Mortgage Loans received during the related Prepayment Period will be distributed by REMIC I to the Holders of REMIC I Regular Interest LTI-P. The payment of the foregoing amounts to the Holders of REMIC I Regular Interest LTI-P shall not reduce the Uncertificated Principal Balance thereof. (b) On each Distribution Date, the following amounts, in the following order of priority and in accordance with the Remittance Report, shall be distributed by REMIC II to REMIC III on account of the REMIC II Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R Certificates, as the case may be: (i) first, to the Holders of REMIC II Regular Interest LTII-IO, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates and then to Holders of REMIC II Regular Interest LTII-AA, REMIC Regular Interest LTII-A1, REMIC Regular Interest LTII-A2, REMIC Regular Interest LTII-A3, REMIC Regular Interest LTII-A4, REMIC Regular Interest LTII-A5, REMIC Regular Interest LTII-A6, REMIC II Regular Interest LTII-M1, REMIC II Regular Interest LTII-M2, REMIC II Regular Interest LTII-M3, REMIC II Regular Interest LTII-ZZ and REMIC II Regular Interest LTII-P, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for each such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC II Regular Interest LTII-ZZ shall be reduced and deferred when the REMIC II Overcollateralization Amount is less than the REMIC II Overcollateralization Target Amount, by the lesser of (x) the amount so withheld.of such difference and (y) the REMIC II Regular Interest LTII-ZZ Maximum Interest Deferral Amount and such amount will be payable to the Holders of REMIC Regular Interest LTII-A1, REMIC Regular Interest LTII-A2, REMIC Regular Interest LTII-A3, REMIC Regular Interest LTII-A4, REMIC Regular Interest LTII-A5, REMIC Regular Interest LTII-A6, REMIC II Regular Interest LTII-M1, REMIC II Regular Interest LTII-M2, REMIC II Regular Interest LTII-M3 in the same proportion as the Overcollateralization Increase Amount is allocated to the Corresponding Certificates; (ii) second, to the Holders of REMIC II Regular Interests, in an amount equal to the remainder of the Available Distribution Amount for such Distribution Date after the distributions made pursuant to clause (i) above, allocated as follows: (a) to the Holders of REMIC II Regular Interest LTII-AA and REMIC II Regular Interest LTII-P, 98.00% of such remainder (other than amounts payable under clause (d) below), until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero, provided, however, that the Uncertificated Principal Balance of REMIC II Regular Interest LTII-P shall not be reduced until the Distribution Date in September 2008 or any Distribution Date thereafter, at which point such amount shall be distributed to REMIC II Regular Interest LTII-P, until $100 has been distributed pursuant to this clause; (b) to the Holders of REMIC Regular Interest LTII-A1, REMIC Regular Interest LTII-A2, REMIC Regular Interest LTII-A3, REMIC Regular Interest LTII-A4, REMIC Regular Interest LTII-A5, REMIC Regular Interest LTII-A6, REMIC II Regular Interest LTII-M1, REMIC II Regular Interest LTII-M2, REMIC II Regular Interest LTII-M3, 1.00% of such remainder (other than amounts payable under clause (d) below), in the same proportion as principal payments are allocated to the Corresponding Certificates, until the Uncertificated Principal Balances of such REMIC II Regular Interests are reduced to zero; (c) to the Holders of REMIC II Regular Interest LTII-ZZ, 1.00% of such remainder (other than amounts payable under the proviso below), until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; then (d) The Depositor any remaining amount to the Holders of the Class R Certificates; and (iii) third, to REMIC II Regular Interest LTII-P, 100% of the amount paid in respect of REMIC I Regular Interest LTI-P; provided, however, that (i) 98.00% and the Trustee shall have the right to refuse the surrender, registration of transfer or exchange (ii) 2.00% of any Certificate with respect principal payments that are attributable to which such tax or other governmental charge an Overcollateralization Release Amount shall be payable allocated to Holders of (i) REMIC II Regular Interest LTII-AA and REMIC II Regular Interest LTII-P, in that order and (ii) REMIC II Regular Interest LTII-ZZ, respectively; provided that REMIC II Regular Interest LTII-P shall not be reduced until the Distribution Date in September 2008, at which point such payment amount shall have be distributed to REMIC II Regular Interest LTII-P, until $100 has been made by the Holder thereofdistributed pursuant to this clause.

Compliance with Withholding Requirements. (a) Notwithstanding any other provision of this Trust Agreement to the contrary, the Trustee shall comply with all Federal withholding requirements respecting distributions to Holders of interest or original issue discount that the Trustee believes are applicable under the Code. The consent of Holders shall not be required for such withholding. (b) Each Holder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes in respect of distributions to such Holder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 (or successor form), Form W-9 (or successor form), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global Certificates, the Holder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The Trustee shall not be required to accept any such Internal Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder and may be withheld by the Trustee. The consent of the Holder shall not be required for such withholding. In the event the Trustee does withhold any amount from interest or original issue discount distributions or Advances thereof to any Holder pursuant to Federal withholding requirements, the Trustee shall indicate in the statement required pursuant to Section 4.03 the amount so withheld. (d) The Depositor and the Trustee shall have the right to refuse the surrender, registration of transfer or exchange of any Certificate or Retained Interest with respect to which such tax or other governmental charge shall be payable until such payment shall have been made by the Holder thereof.

Compliance with Withholding Requirements. (a) Notwithstanding any other provision provisions of this Trust Agreement to the contraryPooling and Servicing Agreement, the Trustee shall comply with all Federal federal withholding requirements respecting distributions to Holders payments of interest or principal to the extent of accrued original issue discount on Certificates to each Holder of such Certificates who (a) is not a “United States person,” within the meaning of Code section 7701(a)(30), (b) fails to furnish its TIN to the Trustee, (c) furnishes the Trustee an incorrect TIN, (d) fails to report properly interest and dividends, or (e) under certain circumstances, fails to provide the Trustee or the Certificateholder’s securities broker with a certified statement, signed under penalties of perjury, that the TIN provided by such Certificateholder to the Trustee believes are applicable under or such broker is correct and that the CodeCertificateholder is not subject to backup withholding. The consent of Holders shall not be required for such withholding. (b) Each Holder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes in respect of distributions to such Holder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 (or successor form), Form W-9 (or successor form), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global Certificates, the Holder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The Trustee shall not be required to accept any such Internal Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder and may be withheld by the Trustee. The consent of the Holder Certificateholder shall not be required for such withholding. In the event the Trustee does withhold the amount of any amount otherwise required distribution from interest or payments on the Assets (including principal payments to the extent of accrued original issue discount distributions discount) or P&I Advances thereof to any Holder Certificateholder pursuant to Federal federal withholding requirements, the Trustee shall indicate in the statement required pursuant with any payment to Section 4.03 such Certificateholders the amount so withheld. (d) The Depositor and . In addition, if any United States federal income tax is due at the time a Non-U.S. Person transfers a Residual Certificate, the Trustee shall have or other Withholding Agent may (1) withhold an amount equal to the right to refuse the surrender, registration taxes due upon disposition of transfer or exchange of any such Residual Certificate from future distributions made with respect to which such tax Residual Certificate to the transferee thereof (after giving effect to the withholding of taxes imposed on such transferee), and (2) pay the withheld amount to the Internal Revenue Service unless satisfactory written evidence of payment by the transferor of the taxes due has been provided to the Trustee or such Withholding Agent. Moreover, the Trustee or other governmental charge shall Withholding Agent may (1) hold distributions on a Residual Certificate, without interest, pending determination of amounts to be payable until withheld, (2) withhold other amounts, if any, required to be withheld pursuant to United States federal income tax law from distributions that otherwise would be made to such payment shall have been made by transferee on each Residual Certificate that it holds, and (3) pay to the Holder thereofInternal Revenue Service all such amounts withheld.

Compliance with Withholding Requirements. (a) Notwithstanding any other provision of this Trust Agreement to the contrary, the Trustee shall comply with all Federal federal withholding requirements respecting distributions to Holders Certificateholders of interest or original issue discount that the Trustee reasonably believes are applicable under the Code. The consent of Holders Certificateholders shall not be required for such withholding. (b) Each Holder Certificateholder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global CertificatesSecurities, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal federal income tax purposes in respect of distributions to such HolderCertificateholder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 W-8BEN (or successor form), Form W-9 (or successor form), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global CertificatesSecurities, the Holder Certificateholder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The Trustee shall not be required to accept any such Internal Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder Certificateholder and may be withheld by the Trustee. The consent of the Holder Certificateholder shall not be required for such withholding. In the event the Trustee does withhold any amount from interest or original issue discount distributions or Advances thereof to any Holder Certificateholder pursuant to Federal withholding requirements, the Trustee shall indicate in the statement required pursuant to Section 4.03 the amount so withheld. (d) The Depositor and the Trustee shall have the right to refuse the surrender, registration of transfer or exchange of any Certificate with respect to which such tax or other governmental charge shall be payable until such payment shall have been made by the Holder thereofCertificateholder.

Compliance with Withholding Requirements. (a) Notwithstanding any other provision provisions of this the Trust Agreement to the contraryAgreement, the Trustee Securities Administrator shall comply with all Federal federal withholding requirements respecting distributions to Holders payments of interest or principal to the extent of accrued original issue discount on Certificates to each Holder of such Certificates who (a) is not a “United States person,” within the meaning of Code Section 7701(a)(30), (b) fails to furnish its TIN to the Securities Administrator, (c) furnishes the Securities Administrator an incorrect TIN, (d) fails to report properly interest and dividends, (e) under certain circumstances, fails to provide the Securities Administrator or the Certificateholder’s securities broker with a certified statement, signed under penalties of perjury, that the Trustee believes are TIN provided by such Certificateholder to the Securities Administrator or such broker is correct and that the Certificateholder is not subject to backup withholding or (f) otherwise fails to satisfy any applicable under certification requirements relating to the Codewithholding tax. The consent of Holders shall not be required for such withholding. (b) Each Holder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes in respect of distributions to such Holder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 (or successor form), Form W-9 (or successor form), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global Certificates, the Holder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The Trustee shall not be required to accept any such Internal Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder and may be withheld by the Trustee. The consent of the Holder Certificateholder shall not be required for such withholding. In the event the Trustee Securities Administrator, on behalf of the Trustee, does withhold the amount of any amount otherwise required distribution from interest or payments on the Mortgage Loans (including principal payments to the extent of accrued original issue discount distributions discount) or Monthly Advances thereof to any Holder Certificateholder pursuant to Federal federal withholding requirements, the Trustee Securities Administrator shall indicate in the statement required pursuant with any payments to Section 4.03 such Certificateholders the amount so withheld. . In addition, if any United States federal income tax is due at the time a Non U.S. Person transfers a Residual Certificate, the Securities Administrator, on behalf of the Trustee, or other Withholding Agent may (d1) The Depositor and withhold an amount equal to the Trustee shall have the right to refuse the surrender, registration taxes due upon disposition of transfer or exchange of any such Residual Certificate from future distributions made with respect to which such tax Residual Certificate to the transferee thereof (after giving effect to the withholding of taxes imposed on such transferee), and (2) pay the withheld amount to the Internal Revenue Service unless satisfactory written evidence of payment by the transferor of the taxes due has been provided to the Securities Administrator or such Withholding Agent. Moreover, the Securities Administrator, on behalf of the Trustee, or other governmental charge shall Withholding Agent may (1) hold distributions on a Residual Certificate, without interest, pending determination of amounts to be payable until withheld, (2) withhold other amounts, if any, required to be withheld pursuant to United States federal income tax law from distributions that otherwise would be made to such payment shall have been made by transferee on each Residual Certificate that it holds, and (3) pay to the Holder thereofInternal Revenue Service all such amounts withheld.

Compliance with Withholding Requirements. (a) Notwithstanding any other provision provisions of this the Trust Agreement to the contraryAgreement, the Trustee shall comply with all Federal federal withholding requirements respecting distributions to Holders payments of interest or principal to the extent of accrued original issue discount on Certificates to each Holder of such Certificates who (a) is not a “United States person,” within the meaning of Code Section 7701(a)(30), (b) fails to furnish its TIN to the Trustee, (c) furnishes the Trustee an incorrect TIN, (d) fails to report properly interest and dividends, (e) under certain circumstances, fails to provide the Trustee or the Certificateholder’s securities broker with a certified statement, signed under penalties of perjury, that the TIN provided by such Certificateholder to the Trustee believes are or such broker is correct and that the Certificateholder is not subject to backup withholding or (f) otherwise fails to satisfy any applicable under certification requirements relating to the Codewithholding tax. The consent of Holders shall not be required for such withholding. (b) Each Holder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes in respect of distributions to such Holder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 (or successor form), Form W-9 (or successor form), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global Certificates, the Holder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The Trustee shall not be required to accept any such Internal Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder and may be withheld by the Trustee. The consent of the Holder Certificateholder shall not be required for such withholding. In the event the Trustee does withhold the amount of any amount otherwise required distribution from interest or payments on the Mortgage Loans (including principal payments to the extent of accrued original issue discount distributions discount) or Monthly Advances thereof to any Holder Certificateholder pursuant to Federal federal withholding requirements, the Trustee shall indicate in the statement required pursuant with any payments to Section 4.03 such Certificateholders the amount so withheld. . In addition, if any United States federal income tax is due at the time a Non-U.S. Person transfers a Residual Certificate the Trustee, or other Withholding Agent may (d1) The Depositor and withhold an amount equal to the Trustee shall have the right to refuse the surrender, registration taxes due upon disposition of transfer or exchange of any such Residual Certificate from future distributions made with respect to which such tax Residual Certificate to the transferee thereof (after giving effect to the withholding of taxes imposed on such transferee), and (2) pay the withheld amount to the Internal Revenue Service unless satisfactory written evidence of payment by the transferor of the taxes due has been provided to the Trustee or such Withholding Agent. Moreover, the Trustee, or other governmental charge shall Withholding Agent may (1) hold distributions on a Residual Certificate, without interest, pending determination of amounts to be payable until withheld, (2) withhold other amounts, if any, required to be withheld pursuant to United States federal income tax law from distributions that otherwise would be made to such payment shall have been made by transferee on each Residual Certificate that it holds, and (3) pay to the Holder thereofInternal Revenue Service all such amounts withheld.

Compliance with Withholding Requirements. (a) Notwithstanding any other provision of this Trust Agreement The Trustee shall request, and, to the contraryextent that it receives the same pursuant to such request, be required to deliver all appropriate tax certifications and forms necessary to enable the Trustee shall comply or its agents on behalf of the Trust, to satisfy its obligations under this Agreement or determine its duties and liabilities with all Federal withholding requirements respecting distributions respect to Holders of interest any taxes or original issue discount other charges that the Trustee believes are applicable under the Code. The consent of Holders shall not they may be required for such withholding. (b) Each Holder will provide the Trustee (andto pay, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes deduct or withhold in respect of distributions the Certificateholders under any present or future law or regulation of the United States or any present or future law or regulation of any political subdivision thereof or taxing authority therein or to comply with any reporting or other requirements under any law or regulation, and to pay, deduct or withhold any such Holder, such evidence taxes or charges and remit them to the relevant taxing authorities as required under law. Such certification may take the form of a statementcorrect, on a duly complete and executed and up-to-date U.S. Internal Revenue Service Form W-8 W-8BEN, W-8IMY, or W-9, (or successor formany successors thereto), Form W-9 (or successor form), or Form 4224 (or successor form)including appropriate attachments, as applicable, that identifies the Beneficial Owner beneficial owner of the Certificate; provided. If any withholding tax is imposed on the payment (or allocations of income) to any Certificateholder, however, that for so long as such tax shall reduce the Certificates are held at a Depository in the form of Global Certificates, the Holder shall have no obligation amount otherwise distributable to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the CertificatesHolder. The Trustee is hereby authorized and directed to retain from amounts otherwise distributable to any Holder sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not be required to accept prevent the Trustee from contesting any such Internal Revenue Service forms tax in appropriate proceedings and withholding payment of such tax, if it believes permitted by law, pending the outcome of such proceedings), or that they are not accurate (but the Trustee shall not be required may otherwise determine it is obligated to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee withhold under the provisions of any applicable law or regulation regulation. The amount of any withholding tax imposed with respect to any Underlying Securities or the Certificates, such tax or governmental charge Holder shall be payable by treated as cash distributed to such Holder at the Holder and may be time it is withheld by the TrusteeTrustee and remitted to the appropriate taxing authority. The consent of the Holder shall not be required for such withholding. In the event the Trustee does withhold any amount from interest or original issue discount distributions or Advances thereof If there is a possibility that withholding tax is payable with respect to any Holder pursuant to Federal withholding requirementsa distribution, the Trustee shall indicate may in the statement required pursuant to its sole discretion withhold such amounts in accordance with this Section 4.03 the amount so withheld4. (d) The Depositor and the Trustee shall have the right to refuse the surrender, registration of transfer or exchange of any Certificate with respect to which such tax or other governmental charge shall be payable until such payment shall have been made by the Holder thereof.

Compliance with Withholding Requirements. In the event that the Owner Trustee is required (awhether on liquidation of the Trust or otherwise) Notwithstanding to make payments to the Depositor or the Certificateholders, notwithstanding any other provision provisions of this Trust Agreement to the contraryAgreement, the Owner Trustee (or its Agent) shall comply with all Federal federal withholding requirements respecting distributions with respect to Holders of interest payments to the Depositor or original issue discount the Certificateholders that the Owner Trustee reasonably believes are applicable under the Code. The consent of Holders the Depositor or the Certificateholders, as the case may be, shall not be required for any such withholding. (b) Each Holder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes in respect of distributions to such Holder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 (or successor form), Form W-9 (or successor form), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global Certificates, the Holder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The parties hereto understand and agree that the Owner Trustee shall not be required to accept gross up any such payments for the amount of such withholding (or any other amounts). The Owner Trustee agrees, to the extent required by the Internal Revenue Service forms if it believes that they are not accurate Code of 1986, as amended (but the Trustee shall not be required "Code"), and applicable federal regulations thereunder, to make withhold from each payment due hereunder or under any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of Certificate, United States withholding taxes at the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder and may be withheld by the Trustee. The consent of the Holder shall not be required for such withholdingappropriate rate. In the event that any withholding tax is imposed on the payment to a Certificate Holder, such tax shall reduce the amount otherwise distributable to the Certificate Holder in accordance with this Section. Any Certificate Holder which is organized under the laws of a jurisdiction outside the United States shall, on or prior to the date such Certificate Holder becomes a Certificate Holder, (a) so notify the Owner Trustee, (b) (i) provide the Owner Trustee does withhold any amount with Internal Revenue Service form 1001, 4224, 8709 or W-8, as appropriate, or (ii) notify the Owner Trustee that it is not entitled to an exemption from interest United States withholding tax or original issue discount distributions or Advances a reduction in the rate thereof on payments of interest. Any such Certificate Holder agrees by its acceptance of a Certificate, on an ongoing basis, to any Holder pursuant provide like certification for each taxable year and to Federal withholding requirements, notify the Owner Trustee should subsequent circumstances arise affecting the information provided the Owner Trustee in clauses (a) and (b) above. The Owner Trustee shall indicate be fully protected in relying upon, and each Certificate Holder by its acceptance of a Certificate hereunder agrees to indemnify and hold the statement required pursuant to Section 4.03 the amount so withheld. (d) The Depositor and the Owner Trustee shall have the right to refuse the surrender, registration of transfer harmless against all claims or exchange liability of any kind arising in connection with or related to the Owner Trustee's reliance upon any documents, forms or information provided by any Certificate with respect Holder to which such tax or other governmental charge shall be payable until such payment shall have been made by the Holder thereofOwner Trustee.

Compliance with Withholding Requirements. (a) Notwithstanding any other provision of this Trust Agreement to the contrary, the Trustee Paying Agent shall comply with all Federal federal withholding requirements respecting distributions with respect to Holders the Swap Transactions and payments to Certificateholders of interest or interest, original issue discount discount, or other amounts that the Trustee Paying Agent reasonably believes are applicable under the Code, giving effect to all applicable exemptions from withholding as to which the recipient has furnished the applicable and effective certification or other documentation. The consent of Holders Certificateholders shall not be required for such withholding. (b) Each Holder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes in respect of distributions to such Holder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 (or successor form), Form W-9 (or successor form), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global Certificates, the Holder shall have no obligation to provide the Trustee with any such evidence except withholding and any amount so withheld shall be regarded as distributed to the extent it has received such evidence from Beneficial Owners related Certificateholders for purposes of the Certificates. The Trustee shall not be required to accept any such Internal Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder and may be withheld by the Trustee. The consent of the Holder shall not be required for such withholdingthis Agreement. In the event the Trustee does withhold Paying Agent withholds any amount from interest or original issue discount distributions or Advances thereof payments made to any Holder Certificateholder pursuant to Federal federal withholding requirements, the Trustee Paying Agent shall indicate in to such Certificateholder the statement required amount withheld. The Paying Agent on behalf of the Trust will deliver or cause to be delivered the federal taxpayer identification number of each Grantor Trust that holds a Swap Transaction on an IRS Form W-9 to the Swap Counterparty as soon as possible after each Swap Transaction is entered into (but no later than the first payment date under the Swap Transaction), provided that the Paying Agent has received the applicable taxpayer identification number from the IRS by such date (and the Paying Agent shall use its best efforts to obtain such taxpayer identification number from the IRS by such date) and, if requested by the Swap Counterparty (unless not permitted under federal income tax law) an IRS Form W-8IMY, (ii) each non-exempt holder of a Floating Rate Certificate will be obligated pursuant to Section 4.03 this Agreement to provide applicable certification to the amount so withheld. Paying Agent (dwith copies directly from such Certificateholder to the Swap Counterparty) The Depositor to enable the Paying Agent to make payments to the Floating Rate Certificateholders without federal withholding or backup withholding, and the Trustee shall have the right to refuse the surrender, registration of transfer or exchange of any Certificate with respect to which such tax or other governmental charge shall be payable until such payment shall have been made (iii) as authorized by the Holder thereofFloating Rate Certificateholders under this Agreement, the Paying Agent may forward any such certification received to the Swap Counterparty if requested.

Compliance with Withholding Requirements. (a) Notwithstanding any other provision of this Trust Agreement to the contraryAgreement, the Trustee and the Securities Administrator shall comply with all Federal federal withholding requirements respecting distributions payments to Holders Certificateholders of interest or original issue discount that the Trustee believes and the Securities Administrator reasonably believe are applicable under the Code. The consent of Holders shall not be required for such withholding. (b) Each Holder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes in respect of distributions to such Holder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 (or successor form), Form W-9 (or successor form), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global Certificates, the Holder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The Trustee shall not be required to accept any such Internal Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder and may be withheld by the Trustee. The consent of the Holder Certificateholders shall not be required for such withholding. In the event the Trustee Securities Administrator does withhold any amount from interest or original issue discount distributions payments or Advances advances thereof to any Holder Certificateholder pursuant to Federal federal withholding requirements, the Trustee Securities Administrator shall indicate the amount withheld to such Certificateholders. (a) On each Distribution Date, the following amounts, in the statement required following order of priority and in accordance with the Remittance Report, shall be distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R Certificates, as the case may be: (i) first, to the Holders of REMIC I Regular Interest LTI-IO-A, REMIC I Regular Interest LTI-IO-B, REMIC I Regular Interest LTI-IO-C, REMIC I Regular Interest LTI-IO-D, REMIC I Regular Interest LTI-IO-E and REMIC I Regular Interest LTI-IO-F, in an amount equal to (A) the Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates and second, to the Holders of REMIC I Regular Interest LTI-1 and REMIC I Regular Interest LTI-P, in an amount equal to (A) the Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; (ii) to the Holders of the REMIC I Regular Interest LTI-P, on the Distribution Date immediately following the expiration of the latest Prepayment Change term as identified on the Loan Schedule or any Distribution Date thereafter until $100 has been distributed pursuant to Section 4.03 this clause; (iii) on each Distribution Date, the remainder of the Available Funds for such Distribution Date after the distributions made pursuant to clause (i) and clause (ii) above, first, to the Holders of REMIC I Regular Interest LTI-1 until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero, and second, to the Holders of REMIC I Regular Interest LTI-IO-A, REMIC I Regular Interest LTI-IO-B, REMIC I Regular Interest LTI-IO-C, REMIC I Regular Interest LTI-IO-D, REMIC I Regular Interest LTI-IO-E and REMIC I Regular Interest LTI-IO-F, until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero; and (iv) to the Holders of the Class R Certificates, any amounts remaining after the distributions pursuant to clauses (i) through (iii) above. On each Distribution Date, all amounts representing Prepayment Charges in respect of the Mortgage Loans received during the related Prepayment Period will be distributed by REMIC I to the Holders of REMIC I Regular Interest LTI-P. The payment of the foregoing amounts to the Holders of REMIC I Regular Interest LTI-P shall not reduce the Uncertificated Principal Balance thereof. (b) On each Distribution Date, the following amounts, in the following order of priority and in accordance with the Remittance Report, shall be distributed by REMIC II to REMIC III on account of the REMIC II Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R Certificates, as the case may be: (i) first, to the Holders of REMIC II Regular Interest LTII-IO, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates and then to Holders of REMIC II Regular Interest LTII-AA, REMIC II Regular Interest LTII-A1, REMIC II Regular Interest LTII-A2, REMIC II Regular Interest LTII-A3, REMIC II Regular Interest LTII-A4, REMIC II Regular Interest LTII-A5, REMIC II Regular Interest LTII-A6A, REMIC II Regular Interest LTII-A6B, REMIC II Regular Interest LTII-M1, REMIC II Regular Interest LTII-M2, REMIC II Regular Interest LTII-M3, REMIC II Regular Interest LTII-ZZ and REMIC II Regular Interest LTII-P, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for each such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC II Regular Interest LTII-ZZ shall be reduced and deferred when the REMIC II Overcollateralization Amount is less than the REMIC II Overcollateralization Target Amount, by the lesser of (x) the amount so withheld.of such difference and (y) the REMIC II Regular Interest LTII-ZZ Maximum Interest Deferral Amount and such amount will be payable to the Holders of REMIC II Regular Interest LTII-A1, REMIC II Regular Interest LTII-A2, REMIC II Regular Interest LTII-A3, REMIC II Regular Interest LTII-A4, REMIC II Regular Interest LTII-A5, REMIC II Regular Interest LTII-A6A, REMIC II Regular Interet LTII-A6B, REMIC II Regular Interest LTII-M1, REMIC II Regular Interest LTII-M2, REMIC II Regular Interest LTII-M3 in the same proportion as the Overcollateralization Increase Amount is allocated to the Corresponding Certificates, provided, however, that REMIC II Regular Interest LTII-ZZ is increased by such amount; (ii) second, to the Holders of REMIC II Regular Interests, in an amount equal to the remainder of the Available Distribution Amount for such Distribution Date after the distributions made pursuant to clause (i) above, allocated as follows: (a) to the Holders of REMIC II Regular Interest LTII-AA and REMIC II Regular Interest LTII-P, 98.00% of such remainder (other than amounts payable under clause (d) below), until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero, provided, however, that the Uncertificated Principal Balance of REMIC II Regular Interest LTII-P shall not be reduced until the Distribution Date in September 2008 or any Distribution Date thereafter, at which point such amount shall be distributed to REMIC II Regular Interest LTII-P, until $100 has been distributed pursuant to this clause; (b) to the Holders of REMIC Regular Interest LTII-A1, REMIC Regular Interest LTII-A2, REMIC Regular Interest LTII-A3, REMIC Regular Interest LTII-A4, REMIC Regular Interest LTII-A5, REMIC Regular Interest LTII-A6A, REMIC II Regular Interest LTII-A6B, REMIC II Regular Interest LTII-M1, REMIC II Regular Interest LTII-M2, REMIC II Regular Interest LTII-M3, 1.00% of such remainder (other than amounts payable under clause (d) below), in the same proportion as principal payments are allocated to the Corresponding Certificates, until the Uncertificated Principal Balances of such REMIC II Regular Interests are reduced to zero; (c) to the Holders of REMIC II Regular Interest LTII-ZZ, 1.00% of such remainder (other than amounts payable under the proviso below), until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero; then (d) The Depositor and any remaining amount to the Trustee shall have Holders of the right to refuse the surrender, registration of transfer or exchange of any Certificate with respect to which such tax or other governmental charge shall be payable until such payment shall have been made by the Holder thereof.Class R Certificates; and

Compliance with Withholding Requirements. (a) Notwithstanding any other provision of this Trust Agreement to the contraryAgreement, the Trustee Paying Agent shall comply with all Federal federal withholding requirements respecting distributions with respect to Holders payments to Trust Certificateholders and Uncertificated Interest Owners of interest or original issue discount that the Trustee Paying Agent reasonably believes are applicable under the Code. The consent of Holders Trust Certificateholders and/or Uncertificated Interest Owners shall not be required for such withholding. (b) Each Holder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes in respect of distributions to such Holder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 (or successor form), Form W-9 (or successor form), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global Certificates, the Holder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The Trustee shall not be required to accept any such Internal Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder and may be withheld by the Trustee. The consent of the Holder shall not be required for such withholding. In the event the Trustee does withhold Paying Agent or its agent withholds any amount from interest or original issue discount distributions payments or Advances advances thereof to any Holder Trust Certificateholder or Uncertificated Interest Owners pursuant to Federal federal withholding requirements, the Trustee Paying Agent shall indicate in the statement required pursuant to Section 4.03 the amount withheld to such Trust Certificateholder or such Uncertificated Interest Owner. Any amount so withheldwithheld shall be treated as having been distributed to such Trust Certificateholder or such Uncertificated Interest Owner for all purposes of this Agreement. (db) The Depositor Each Certificate Owner, Trust Certificateholder and Uncertificated Interest Owner, by the purchase of a Trust Certificate or an Uncertificated Interest or its acceptance of a beneficial interest therein, acknowledges that interest on the Certificates and the Trustee shall have Uncertificated Interest will be treated as United States source interest, and, as such, United States withholding tax may apply. Each such Certificate Owner, each such Trust Certificateholder and each such Uncertificated Interest Owner further agrees, upon request, to provide any certifications that may be required under applicable law, regulations or procedures to evidence its status for United States withholding tax purposes and understands that if it ceases to satisfy the right foregoing requirements or provide requested documentation, payments to refuse it under the surrender, registration of transfer or exchange of Trust Certificates may be subject to United States withholding tax (without any Certificate with respect to which such tax or other governmental charge shall be payable until such payment shall have been made by the Holder thereof.corresponding gross-up). Without limiting the

Compliance with Withholding Requirements. (a) Notwithstanding any other provision provisions of this the Trust Agreement to the contraryAgreement, the Trustee shall comply with all Federal federal withholding requirements respecting distributions to Holders payments of interest or principal to the extent of accrued original issue discount on Certificates to each Holder of such Certificates who (a) is not a "United States person," within the meaning of Code section 7701(a)(30), (b) fails to furnish its TIN to the Trustee, (c) furnishes the Trustee an incorrect TIN, (d) fails to report properly interest and dividends, (e) under certain circumstances, fails to provide the Trustee or the Certificateholder's securities broker with a certified statement, signed under penalties of perjury, that the TIN provided by such Certificateholder to the Trustee believes are or such broker is correct and that the Certificateholder is not subject to backup withholding or (f) otherwise fails to satisfy any applicable under certification requirements relating to the Codewithholding tax. The consent of Holders shall not be required for such withholding. (b) Each Holder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes in respect of distributions to such Holder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 (or successor form), Form W-9 (or successor form), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global Certificates, the Holder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The Trustee shall not be required to accept any such Internal Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder and may be withheld by the Trustee. The consent of the Holder Certificateholder shall not be required for such withholding. In the event the Trustee does withhold the amount of any amount otherwise required distribution from interest or payments on the Mortgage Loans (including principal payments to the extent of accrued original issue discount distributions discount) or Monthly Advances thereof to any Holder Certificateholder pursuant to Federal federal withholding requirements, the Trustee shall indicate in the statement required pursuant with any payments to Section 4.03 such Certificateholders the amount so withheld. (d) The Depositor and . In addition, if any United States federal income tax is due at the time a Non-U.S. Person transfers a Residual Certificate, the Trustee shall have or other Withholding Agent may (1) withhold an amount equal to the right to refuse the surrender, registration taxes due upon disposition of transfer or exchange of any such Residual Certificate from future distributions made with respect to which such tax Residual Certificate to the transferee thereof (after giving effect to the withholding of taxes imposed on such transferee), and (2) pay the withheld amount to the Internal Revenue Service unless satisfactory written evidence of payment by the transferor of the taxes due has been provided to the Trustee or such Withholding Agent. Moreover, the Trustee or other governmental charge shall Withholding Agent may (1) hold distributions on a Residual Certificate, without interest, pending determination of amounts to be payable until withheld, (2) withhold other amounts, if any, required to be withheld pursuant to United States federal income tax law from distributions that otherwise would be made to such payment shall have been made by transferee on each Residual Certificate that it holds, and (3) pay to the Holder thereofInternal Revenue Service all such amounts withheld.

Compliance with Withholding Requirements. (a) Notwithstanding any other provision provisions of this the Trust Agreement to the contraryAgreement, the Trustee Securities Administrator shall comply with all Federal federal withholding requirements respecting distributions to Holders payments of interest or principal to the extent of accrued original issue discount on Certificates to each Holder of such Certificates who (a) is not a "United States person," within the meaning of Code Section 7701(a)(30), (b) fails to furnish its TIN to the Securities Administrator, (c) furnishes the Securities Administrator an incorrect TIN, (d) fails to report properly interest and dividends, (e) under certain circumstances, fails to provide the Securities Administrator or the Certificateholder's securities broker with a certified statement, signed under penalties of perjury, that the Trustee believes are TIN provided by such Certificateholder to the Securities Administrator or such broker is correct and that the Certificateholder is not subject to backup withholding or (f) otherwise fails to satisfy any applicable under certification requirements relating to the Codewithholding tax. The consent of Holders shall not be required for such withholding. (b) Each Holder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes in respect of distributions to such Holder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 (or successor form), Form W-9 (or successor form), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global Certificates, the Holder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The Trustee shall not be required to accept any such Internal Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder and may be withheld by the Trustee. The consent of the Holder Certificateholder shall not be required for such withholding. In the event the Trustee Securities Administrator, on behalf of the Trustee, does withhold the amount of any amount otherwise required distribution from interest or payments on the Mortgage Loans (including principal payments to the extent of accrued original issue discount distributions discount) or Monthly Advances thereof to any Holder Certificateholder pursuant to Federal federal withholding requirements, the Trustee Securities Administrator shall indicate in the statement required pursuant with any payments to Section 4.03 such Certificateholders the amount so withheld. . In addition, if any United States federal income tax is due at the time a Non-U.S. Person transfers a Residual Certificate, the Securities Administrator, on behalf of the Trustee, or other Withholding Agent may (d1) The Depositor and withhold an amount equal to the Trustee shall have the right to refuse the surrender, registration taxes due upon disposition of transfer or exchange of any such Residual Certificate from future distributions made with respect to which such tax Residual Certificate to the transferee thereof (after giving effect to the withholding of taxes imposed on such transferee), and (2) pay the withheld amount to the Internal Revenue Service unless satisfactory written evidence of payment by the transferor of the taxes due has been provided to the Securities Administrator or such Withholding Agent. Moreover, the Securities Administrator, on behalf of the Trustee, or other governmental charge shall Withholding Agent may (1) hold distributions on a Residual Certificate, without interest, pending determination of amounts to be payable until withheld, (2) withhold other amounts, if any, required to be withheld pursuant to United States federal income tax law from distributions that otherwise would be made to such payment shall have been made by transferee on each Residual Certificate that it holds, and (3) pay to the Holder thereofInternal Revenue Service all such amounts withheld.

Compliance with Withholding Requirements. (a) Notwithstanding any other provision of this Trust Agreement The Trustee shall request, and, to the contraryextent that it receives the same pursuant to such request, be required to deliver all appropriate tax certifications and forms necessary to enable the Trustee shall comply or its agents on behalf of the Trust, to satisfy its obligations under this Agreement or determine its duties and liabilities with all Federal withholding requirements respecting distributions respect to Holders of interest any taxes or original issue discount other charges that the Trustee believes are applicable under the Code. The consent of Holders shall not they may be required for such withholding. (b) Each Holder will provide the Trustee (andto pay, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes deduct or withhold in respect of distributions the Certificateholders under any present or future law or regulation of the United States or any present or future law or regulation of any political subdivision thereof or taxing authority therein or to comply with any reporting or other requirements under any law or regulation, and to pay, deduct or withhold any such Holder, such evidence taxes or charges and remit them to the relevant taxing authorities as required under law. Such certification may take the form of a statementcorrect, on a duly complete and executed and up-to-date U.S. Internal Revenue Service Form W-8 W-8BEN, W-8IMY, or W-9, (or successor formany successors thereto), Form W-9 (or successor form), or Form 4224 (or successor form)including appropriate attachments, as applicable, that identifies the Beneficial Owner beneficial owner of the Certificate; provided. If any withholding tax is imposed on the payment (or allocations of income) to any Certificateholder, howeversuch tax shall reduce the amount otherwise distributable to such Holder. The Trustee is hereby authorized and directed to retain from amounts otherwise distributable to any Holder sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings), or that the Trustee may otherwise determine it is obligated to withhold under applicable law or regulation. The amount of any withholding tax imposed with respect to any Holder shall be treated as cash distributed to such Holder at the time it is withheld by the Trustee and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution, the Trustee may in its sole discretion withhold such amounts in accordance with this Section 4.4. If any Holder wishes to apply for a refund of any such withholding tax, the Trustee shall reasonably cooperate with such Holder in making such claim so long as the Certificates are held at a Depository in the form of Global Certificates, the such Holder shall have no obligation agrees to provide reimburse the Trustee with for any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificatesout-of-pocket expenses incurred. The Trustee shall not be required use reasonable efforts to accept give notice to each Holder of any such Internal Revenue Service forms if it believes that they are not accurate withholding requirement at least ten (but 10) days prior to the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf date of the Trustee, including any tax or governmental charge payment from which amounts are required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder and may be withheld by the Trustee. The consent of the Holder shall not be required for such withholding. In the event the Trustee does withhold any amount from interest or original issue discount distributions or Advances thereof to any Holder pursuant to Federal withholding requirements, the Trustee shall indicate in the statement required pursuant to Section 4.03 the amount so withheld. (d) The Depositor and the Trustee shall have the right to refuse the surrender, registration of transfer or exchange of any Certificate with respect to which such tax or other governmental charge shall be payable until such payment shall have been made by the Holder thereof.

Compliance with Withholding Requirements. (a) Notwithstanding any other provision of this Trust Agreement The Trustee shall request, and, to the contraryextent that it receives the same pursuant to such request, be required to deliver all appropriate tax certifications and forms necessary to enable the Trustee shall comply or its agents on behalf of the Trust, to satisfy its obligations under this Agreement or determine its duties and liabilities with all Federal withholding requirements respecting distributions respect to Holders of interest any taxes or original issue discount other charges that the Trustee believes are applicable under the Code. The consent of Holders shall not they may be required for such withholding. (b) Each Holder will provide the Trustee (andto pay, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes deduct or withhold in respect of distributions the Certificateholders under any present or future law or regulation of the United States or any present or future law or regulation of any political subdivision thereof or taxing authority therein or to comply with any reporting or other requirements under any law or regulation, and to pay, deduct or withhold any such Holder, such evidence taxes or charges and remit them to the relevant taxing authorities as required under law. Such certification may take the form of a statementcorrect, on a duly complete and executed and up-to-date U.S. Internal Revenue Service Form W-8 W-8BEN, W-8IMY, or W-9, (or successor formany successors thereto), Form W-9 (or successor form), or Form 4224 (or successor form)including appropriate attachments, as applicable, that identifies the Beneficial Owner beneficial owner of the Certificate; provided. If any withholding tax is imposed on the payment (or allocations of income) to any Certificateholder, howeversuch tax shall reduce the amount otherwise distributable to such Holder. The Trustee is hereby authorized and directed to retain from amounts otherwise distributable to any Holder sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings), or that the Trustee may otherwise determine it is obligated to withhold under applicable law or regulation. The amount of any withholding tax imposed with respect to any Holder shall be treated as cash distributed to such Holder at the time it is withheld by the Trustee and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution, the Trustee may in its sole discretion withhold such amounts in accordance with this Section 4.4. If any Holder wishes to apply for a refund of any such withholding tax, the Trustee shall reasonably cooperate with such Holder in making such claim so long as the Certificates are held at a Depository in the form of Global Certificates, the such Holder shall have no obligation agrees to provide reimburse the Trustee with for any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificatesout-of-pocket expenses incurred. The Trustee shall not be required use reasonable xxxxxxs to accept give notice to each Holder of any such Internal Revenue Service forms if it believes that they are not accurate (but withholding requirement at least 10 days prior to the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf date of the Trustee, including any tax or governmental charge payment from which amounts are required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder and may be withheld by the Trustee. The consent of the Holder shall not be required for such withholding. In the event the Trustee does withhold any amount from interest or original issue discount distributions or Advances thereof to any Holder pursuant to Federal withholding requirements, the Trustee shall indicate in the statement required pursuant to Section 4.03 the amount so withheld. (d) The Depositor and the Trustee shall have the right to refuse the surrender, registration of transfer or exchange of any Certificate with respect to which such tax or other governmental charge shall be payable until such payment shall have been made by the Holder thereof.

Compliance with Withholding Requirements. (a) Notwithstanding any other provision of this Trust Agreement to the contrary, the Trustee shall comply with all Federal withholding requirements respecting distributions to Holders Certificateholders of interest or original issue discount that the Trustee reasonably believes are applicable under the Code. The consent of Holders Certificateholders shall not be required for such withholding. (b) Each Holder Certificateholder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global CertificatesSecurities, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes in respect of distributions to such HolderCertificateholder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 (or successor form), Form W-9 (or successor form), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global CertificatesSecurities, the Holder Certificateholder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The Trustee shall not be required to accept any such Internal Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder Certificateholder and may be withheld by the Trustee. The consent of the Holder Certificateholder shall not be required for such withholding. In the event the Trustee does withhold any amount from interest or original issue discount distributions or Advances thereof to any Holder Certificateholder pursuant to Federal withholding requirements, the Trustee shall indicate in the statement required pursuant to Section 4.03 the amount so withheld. (d) The Depositor and the Trustee shall have the right to refuse the surrender, registration of transfer or exchange of any Certificate with respect to which such tax or other governmental charge shall be payable until such payment shall have been made by the Holder thereofCertificateholder.

Compliance with Withholding Requirements. (a) Notwithstanding any other provision provisions of this the Trust Agreement to the contraryAgreement, the Trustee Securities Administrator shall comply with all Federal federal withholding requirements respecting distributions to Holders payments of interest or principal to the extent of accrued original issue discount on Certificates to each Holder of such Certificates who (a) is not a “United States person,” within the meaning of Code Section 7701(a)(30), (b) fails to furnish its TIN to the Securities Administrator, (c) furnishes the Securities Administrator an incorrect TIN, (d) fails to report properly interest and dividends, (e) under certain circumstances, fails to provide the Securities Administrator or the Certificateholder’s securities broker with a certified statement, signed under penalties of perjury, that the Trustee believes are TIN provided by such Certificateholder to the Securities Administrator or such broker is correct and that the Certificateholder is not subject to backup withholding or (f) otherwise fails to satisfy any applicable under certification requirements relating to the Codewithholding tax. The consent of Holders shall not be required for such withholding. (b) Each Holder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes in respect of distributions to such Holder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 (or successor form), Form W-9 (or successor form), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global Certificates, the Holder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The Trustee shall not be required to accept any such Internal Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder and may be withheld by the Trustee. The consent of the Holder Certificateholder shall not be required for such withholding. In the event the Trustee Securities Administrator, on behalf of the [Delaware] Trustee, does withhold the amount of any amount otherwise required distribution from interest or payments on the Mortgage Loans (including principal payments to the extent of accrued original issue discount distributions discount) or Monthly Advances thereof to any Holder Certificateholder pursuant to Federal federal withholding requirements, the Trustee Securities Administrator shall indicate in the statement required pursuant with any payments to Section 4.03 such Certificateholders the amount so withheld. . In addition, if any United States federal income tax is due at the time a Non-U.S. Person transfers a Residual Certificate, the Securities Administrator, on behalf of the [Delaware] Trustee, or other Withholding Agent may (d1) The Depositor and withhold an amount equal to the Trustee shall have the right to refuse the surrender, registration taxes due upon disposition of transfer or exchange of any such Residual Certificate from future distributions made with respect to which such tax Residual Certificate to the transferee thereof (after giving effect to the withholding of taxes imposed on such transferee), and (2) pay the withheld amount to the Internal Revenue Service unless satisfactory written evidence of payment by the transferor of the taxes due has been provided to the Securities Administrator or such Withholding Agent. Moreover, Securities Administrator, on behalf of the [Delaware] Trustee, or other governmental charge shall Withholding Agent may (1) hold distributions on a Residual Certificate, without interest, pending determination of amounts to be payable until withheld, (2) withhold other amounts, if any, required to be withheld pursuant to United States federal income tax law from distributions that otherwise would be made to such payment shall have been made by transferee on each Residual Certificate that it holds, and (3) pay to the Holder thereofInternal Revenue Service all such amounts withheld.

Compliance with Withholding Requirements. (a) Notwithstanding any other provision provisions of this the Trust Agreement to the contraryAgreement, the Trustee shall comply with all Federal federal withholding requirements respecting distributions to Holders payments of interest or principal to the extent of accrued original issue discount on Certificates to each Holder of such Certificates who (a) is not a “United States person,” within the meaning of Code Section 7701(a)(30), (b) fails to furnish its TIN to the Trustee, (c) furnishes the Trustee an incorrect TIN, (d) fails to report properly interest and dividends, (e) under certain circumstances, fails to provide the Trustee or the Certificateholder’s securities broker with a certified statement, signed under penalties of perjury, that the TIN provided by such Certificateholder to the Trustee believes are or such broker is correct and that the Certificateholder is not subject to backup withholding or (f) otherwise fails to satisfy any applicable under certification requirements relating to the Codewithholding tax. The consent of Holders shall not be required for such withholding. (b) Each Holder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes in respect of distributions to such Holder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 (or successor form), Form W-9 (or successor form), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global Certificates, the Holder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The Trustee shall not be required to accept any such Internal Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder and may be withheld by the Trustee. The consent of the Holder Certificateholder shall not be required for such withholding. In the event the Trustee does withhold the amount of any amount otherwise required distribution from interest or payments on the Mortgage Loans (including principal payments to the extent of accrued original issue discount distributions discount) or Monthly Advances thereof to any Holder Certificateholder pursuant to Federal federal withholding requirements, the Trustee shall indicate in the statement required pursuant with any payments to Section 4.03 such Certificateholders the amount so withheld. (d) The Depositor and . In addition, if any United States federal income tax is due at the time a Non-U.S. Person transfers a Residual Certificate, the Trustee shall have or other Withholding Agent may (1) withhold an amount equal to the right to refuse the surrender, registration taxes due upon disposition of transfer or exchange of any such Residual Certificate from future distributions made with respect to which such tax Residual Certificate to the transferee thereof (after giving effect to the withholding of taxes imposed on such transferee), and (2) pay the withheld amount to the Internal Revenue Service unless satisfactory written evidence of payment by the transferor of the taxes due has been provided to the Trustee or such Withholding Agent. Moreover, the Trustee or other governmental charge shall Withholding Agent may (1) hold distributions on a Residual Certificate, without interest, pending determination of amounts to be payable until withheld, (2) withhold other amounts, if any, required to be withheld pursuant to United States federal income tax law from distributions that otherwise would be made to such payment shall have been made by transferee on each Residual Certificate that it holds, and (3) pay to the Holder thereofInternal Revenue Service all such amounts withheld.

Compliance with Withholding Requirements. (a) Notwithstanding any other provision provisions of this the Trust Agreement to the contraryAgreement, the Trustee shall comply with all Federal federal withholding requirements respecting distributions to Holders payments of interest or principal to the extent of accrued original issue discount on Certificates to each Holder of such Certificates who (a) is not a "United States person," within the meaning of Code Section 7701(a)(30), (b) fails to furnish its TIN to the Trustee, (c) furnishes the Trustee an incorrect TIN, (d) fails to report properly interest and dividends, (e) under certain circumstances, fails to provide the Trustee or the Certificateholder's securities broker with a certified statement, signed under penalties of perjury, that the TIN provided by such Certificateholder to the Trustee believes are or such broker is correct and that the Certificateholder is not subject to backup withholding or (f) otherwise fails to satisfy any applicable under certification requirements relating to the Codewithholding tax. The consent of Holders shall not be required for such withholding. (b) Each Holder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes in respect of distributions to such Holder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 (or successor form), Form W-9 (or successor form), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global Certificates, the Holder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The Trustee shall not be required to accept any such Internal Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder and may be withheld by the Trustee. The consent of the Holder Certificateholder shall not be required for such withholding. In the event the Trustee does withhold the amount of any amount otherwise required distribution from interest or payments on the Mortgage Loans (including principal payments to the extent of accrued original issue discount distributions discount) or Monthly Advances thereof to any Holder Certificateholder pursuant to Federal federal withholding requirements, the Trustee shall indicate in the statement required pursuant with any payments to Section 4.03 such Certificateholders the amount so withheld. . In addition, if any United States federal income tax is due at the time a Non-U.S. Person transfers a Residual Certificate, the Trustee, or other Withholding Agent may (d1) The Depositor and withhold an amount equal to the Trustee shall have the right to refuse the surrender, registration taxes due upon disposition of transfer or exchange of any such Residual Certificate from future distributions made with respect to which such tax Residual Certificate to the transferee thereof (after giving effect to the withholding of taxes imposed on such transferee), and (2) pay the withheld amount to the Internal Revenue Service unless satisfactory written evidence of payment by the transferor of the taxes due has been provided to the Trustee or such Withholding Agent. Moreover, the Trustee, or other governmental charge shall Withholding Agent may (1) hold distributions on a Residual Certificate, without interest, pending determination of amounts to be payable until withheld, (2) withhold other amounts, if any, required to be withheld pursuant to United States federal income tax law from distributions that otherwise would be made to such payment shall have been made by transferee on each Residual Certificate that it holds, and (3) pay to the Holder thereofInternal Revenue Service all such amounts withheld.

Compliance with Withholding Requirements. (a) Notwithstanding any other provision of this Trust Agreement to the contrary, the Trustee shall comply with all Federal federal withholding requirements respecting distributions to Holders Certificateholders of interest or original issue discount that the Trustee reasonably believes are applicable under the Code. The consent of Holders Certificateholders shall not be required for such withholding. (b) Each Holder Certificateholder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global CertificatesSecurities, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal federal income tax purposes in respect of distributions to such HolderCertificateholder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 W-8BEN (or successor form), Form W-9 (or successor form), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global CertificatesSecurities, the Holder Certificateholder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The Trustee shall not be required to accept any such Internal Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder Certificateholder and may be withheld by the Trustee. The consent of the Holder Certificateholder shall not be required for such withholding. In the event the Trustee does withhold any amount from interest or original issue discount distributions or Advances thereof to any Holder Certificateholder pursuant to Federal federal withholding requirements, the Trustee shall indicate in the statement required pursuant to Section 4.03 the amount so withheld. (d) The Depositor and the Trustee shall have the right to refuse the surrender, registration of transfer or exchange of any Certificate with respect to which such tax or other governmental charge shall be payable until such payment shall have been made by the Holder thereofCertificateholder.

Compliance with Withholding Requirements. (a) Notwithstanding any other provision provisions of this the Trust Agreement to the contraryAgreement, the Trustee Securities Administrator shall comply with all Federal federal withholding requirements respecting distributions to Holders payments of interest or principal to the extent of accrued original issue discount on Certificates to each Holder of such Certificates who (a) is not a "United States person," within the meaning of Code Section 7701(a)(30), (b) fails to furnish its TIN to the Securities Administrator, (c) furnishes the Securities Administrator an incorrect TIN, (d) fails to report properly interest and dividends, (e) under certain circumstances, fails to provide the Securities Administrator or the Certificateholder's securities broker with a certified statement, signed under penalties of perjury, that the Trustee believes are TIN provided by such Certificateholder to the Securities Administrator or such broker is correct and that the Certificateholder is not subject to backup withholding or (f) otherwise fails to satisfy any applicable under certification requirements relating to the Codewithholding tax. The consent of Holders shall not be required for such withholding. (b) Each Holder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes in respect of distributions to such Holder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 (or successor form), Form W-9 (or successor form), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global Certificates, the Holder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The Trustee shall not be required to accept any such Internal Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder and may be withheld by the Trustee. The consent of the Holder Certificateholder shall not be required for such withholding. In the event the Trustee Securities Administrator, on behalf of the Trustee, does withhold the amount of any amount otherwise required distribution from interest or payments on the Mortgage Loans (including principal payments to the extent of accrued original issue discount distributions discount) or Monthly Advances thereof to any Holder Certificateholder pursuant to Federal federal withholding requirements, the Trustee Securities Administrator shall indicate in the statement required pursuant with any payments to Section 4.03 such Certificateholders the amount so withheld. . In addition, if any United States federal income tax is due at the time a Non-U.S. Person transfers a Residual Certificate, the Securities Administrator, on behalf of the Trustee, or other Withholding Agent may (d1) The Depositor and withhold an amount equal to the Trustee shall have the right to refuse the surrender, registration taxes due upon disposition of transfer or exchange of any such Residual Certificate from future distributions made with respect to which such tax Residual Certificate to the transferee thereof (after giving effect to the withholding of taxes imposed on such transferee), and (2) pay the withheld amount to the Internal Revenue Service unless satisfactory written evidence of payment by the transferor of the taxes due has been provided to the Securities Administrator or such Withholding Agent. Moreover, Securities Administrator, on behalf of the Trustee, or other governmental charge shall Withholding Agent may (1) hold distributions on a Residual Certificate, without interest, pending determination of amounts to be payable until withheld, (2) withhold other amounts, if any, required to be withheld pursuant to United States federal income tax law from distributions that otherwise would be made to such payment shall have been made by transferee on each Residual Certificate that it holds, and (3) pay to the Holder thereofInternal Revenue Service all such amounts withheld.

Compliance with Withholding Requirements. (a) Notwithstanding any other provision of this Trust Agreement to the contraryAgreement, the Trustee Paying Agent shall comply with all Federal federal withholding requirements respecting distributions with respect to Holders payments to Certificateholders of interest or original issue discount that the Trustee Paying Agent reasonably believes are applicable under the Code. The consent of Holders Certificateholders shall not be required for such withholding. (b) Each Holder will provide the Trustee (and, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for Federal income tax purposes in respect of distributions to such Holder, such evidence to take the form of a statement, on a duly executed and up-to-date Internal Revenue Service Form W-8 (or successor form), Form W-9 (or successor form), or Form 4224 (or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that for so long as the Certificates are held at a Depository in the form of Global Certificates, the Holder shall have no obligation to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the Certificates. The Trustee shall not be required to accept any such Internal Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent investigation to determine their accuracy). (c) If any tax or other governmental charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or the Certificates, such tax or governmental charge shall be payable by the Holder and may be withheld by the Trustee. The consent of the Holder shall not be required for such withholding. In the event the Trustee does withhold Paying Agent or its agent withholds any amount from interest or original issue discount distributions payments or Advances advances thereof to any Holder Certificateholder pursuant to Federal federal withholding requirements, the Trustee Paying Agent shall indicate in the statement required pursuant to Section 4.03 the amount withheld to such Certificateholder. Any amount so withheldwithheld shall be treated as having been distributed to such Certificateholder for all purposes of this Agreement. (db) The Depositor Each Certificate Owner and Certificateholder, by the purchase of a Certificate or its acceptance of a beneficial interest therein, acknowledges that interest on the Certificates will be treated as United States source interest, and, as such, United States withholding tax may apply. Each such Certificate Owner and Certificateholder further agrees, upon request, to provide any certifications that may be required under applicable law, regulations or procedures to evidence its status for United States withholding tax purposes and understands that if it ceases to satisfy the foregoing requirements or provide requested documentation, payments to it under the Certificates may be subject to United States withholding tax (without any corresponding gross-up). Without limiting the foregoing, if a payment made under this Agreement would be subject to United States federal withholding tax imposed by FATCA if the recipient of such payment were to fail to comply with FATCA (including the requirements of Code Sections 1471(b) or 1472(b), as applicable), such recipient shall deliver to the Paying Agent, with a copy to each of the Trustee and the Trustee shall have Certificate Administrator, at the right to refuse the surrender, registration of transfer time or exchange of any Certificate with respect to which such tax or other governmental charge shall be payable until such payment shall have been made times prescribed by the Holder thereof.Code and at such time or times reasonably requested by the Paying Agent or the Trustee, such documentation prescribed by the Code (including as prescribed by Code Section 1471(b)(3)(C)(i)) and such additional documentation reasonably requested by the Paying Agent, the Trustee or the Certificate