INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1),
(2),
(3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY
OWNERS COME WITHIN SUCH
PARAGRAPHS
PURCHASING
NOT
FOR
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER
SUBSTANTIALLY IN THE FORM
PROVIDED IN THE
AGREEMENT
AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER
EVIDENCE
ACCEPTABLE
TO THE TRUSTEE
THAT SUCH
REOFFER,
RESALE,
PLEDGE OR TRANSFER IS IN COMPLIANCE
WITH THE SECURITIES ACT AND OTHER
APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS
CERTIFICATE MAY NOT BE ACQUIRED
DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE
BENEFIT PLAN OR OTHER
RETIREMENT
ARRANGEMENT
(A "PLAN")
THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT
INCOME
SECURITY ACT OF 1974,
AS AMENDED,
AND/OR
SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986,
AS AMENDED
(THE
"CODE"),
OR BY A PERSON USING "PLAN
ASSETS" OF A PLAN,
UNLESS THE
PROPOSED
TRANSFEREE
PROVIDES
THE
TRUSTEE
WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF THE TRUSTEE AND ON WHICH IT MAY
RELY WHICH IS
SATISFACTORY
TO THE TRUSTEE THAT THE
PURCHASE OF THIS
CERTIFICATE
IS
PERMISSIBLE
UNDER
APPLICABLE
LAW,
WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT
PROHIBITED
TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED,
OR SECTION
4975 OF THE CODE AND WILL NOT
SUBJECT
THE
TRUSTEE TO ANY
OBLIGATION
OR
LIABILITY
IN
ADDITION TO THOSE
UNDERTAKEN IN THE AGREEMENT.
NO
TRANSFER
OF THIS
CLASS
B-IO
CERTIFICATE
SHALL BE MADE
UNLESS
THE
PROPOSED
TRANSFEREE
OF SUCH CLASS B-IO
CERTIFICATE
PROVIDES
TO THE TRUSTEE AND ANY PAYING
AGENT THE
APPROPRIATE
TAX
CERTIFICATION
FORM (I.E.,
IRS FORM W-9 OR IRS FORM
W-8BEN,
W-8IMY,
W-8EXP OR W-8ECI,
AS APPLICABLE (OR ANY SUCCESSOR FORM THERETO)) AND AGREES TO UPDATE SUCH FORMS (I) UPON EXPIRATION
OF ANY SUCH FORM,
(II) AS REQUIRED UNDER THEN
APPLICABLE
U.S.
TREASURY
REGULATIONS AND (III) PROMPTLY UPON LEARNING THAT SUCH FORM
HAS BECOME
OBSOLETE OR INCORRECT,
AS A CONDITION TO SUCH TRANSFER.
UNDER THE AGREEMENT,
UPON RECEIPT OF ANY SUCH TAX
CERTIFICATION
FORM FROM A TRANSFEREE OF THIS CLASS B-IO
CERTIFICATE,
THE TRUSTEE SHALL
FORWARD SUCH TAX
CERTIFICATION
FORM PROVIDED TO IT TO THE
CORRIDOR
COUNTERPARTY.
EACH HOLDER OF A CLASS B-IO
CERTIFICATE AND EACH TRANSFEREE
THEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE
TRUSTEE
FORWARDING TO THE CORRIDOR
COUNTERPARTY ANY SUCH TAX CERTIFICATION
FORM IT HAS PROVIDED AND UPDATED IN ACCORDANCE WITH THESE
TRANSFER
RESTRICTIONS.
ANY PURPORTED
SALES OR TRANSFERS OF THIS CLASS B-IO
CERTIFICATE
TO A TRANSFEREE
WHICH DOES NOT COMPLY WITH
THESE REQUIREMENTS SHALL BE DEEMED NULL AND VOID UNDER THE AGREEMENT.
Certificate No. [1][2]
Variable Pass-Through Rate
Class B-IO Subordinate
Date of Pooling and Servicing Agreement and Cut-off Date:
Aggregate Initial Notional Amount of this Certificate
February 1, 2007
as of the Cut-off Date:
$_____________
Initial