executed.
Dated: March 31, 2006
WELLS FARGO BANK, NATIONAL ASSOCIATION
not
in
its
individual
capacity
but
solely
as
Securities Administrator
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates referred to in the within-mentioned Agreement.
WELLS FARGO BANK, NATIONAL ASSOCIATION
Authorized
signatory of Wells Fargo Bank,
National
Association,
not in
its
individual
capacity
but
solely as Securities Administrator
By:
Authorized Signatory
ASSIGNMENT
FOR
VALUE
RECEIVED,
the
undersigned
hereby
sell(s),
assign(s)
and
transfer(s)
unto
__________________________________
(Please
print or
typewrite
name and
address
including
postal zip code of
assignee) a Fractional
Undivided
Interest evidenced by the within Mortgage
Pass-Through
Certificate and hereby
authorizes
the transfer of
registration
of such interest to assignee on the
Certificate
Register of the Trust
Fund.
I
(We)
further
direct
the
Certificate
Registrar
to
issue
a new
Certificate
of a
like
denomination and Class, to the above named assignee and deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise,
in immediately
available funds to
_________________________________
for the account of _________________________
account number _____________, or,
if
mailed
by
check,
to
______________________________.
Applicable
statements
should
be
mailed
to
_____________________________________________.
This information is provided by
__________________,
the
assignee
named
above,
or
________________________, as its agent.
EXHIBIT A-5-2
FORM OF CLASS R-X CERTIFICATE
THIS
CERTIFICATE
MAY
NOT BE
HELD
BY OR
TRANSFERRED
TO A
NON-UNITED
STATES
PERSON
OR A
DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S.
FEDERAL INCOME TAX PURPOSES,
THIS
CERTIFICATE
IS A "RESIDUAL
INTEREST" IN A
"REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY,
IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THIS
CERTIFICATE
HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE
"SECURITIES
ACT"),
OR UNDER ANY STATE
SECURITIES
LAWS.
THE HOLDER
HEREOF,
BY PURCHASING
THIS
CERTIFICATE,
AGREES THAT THIS
CERTIFICATE MAY BE REOFFERED,
RESOLD,
PLEDGED OR OTHERWISE
TRANSFERRED
ONLY IN
COMPLIANCE
WITH THE
SECURITIES
ACT AND OTHER
APPLICABLE
LAWS AND ONLY (1)
PURSUANT
TO RULE
144A
UNDER THE
SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED
INSTITUTIONAL
BUYER
WITHIN THE MEANING OF RULE 144A (A "QIB"),
PURCHASING
FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
A QIB, WHOM THE HOLDER HAS INFORMED,
IN EACH CASE,
THAT THE REOFFER,
RESALE,
PLEDGE OR OTHER TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A OR (2) IN CERTIFICATED
FORM TO AN
"INSTITUTIONAL
ACCREDITED
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 SECURITIES
ADMINISTRATOR
OF A LETTER
SUBSTANTIALLY IN THE FORM PROVIDED
IN THE AGREEMENT AND