by manual signature,
this
Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.
Dated: June 29, 2007
WELLS FARGO BANK, NATIONAL ASSOCIATION
Not in its individual capacity but solely as Trustee
By:_________________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class II-B-[1][2][3][4][5][6] 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 Trustee
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
RESERVED
EXHIBIT A-6
FORM OF CLASS [I][II]-B-IO CERTIFICATE
THIS
CERTIFICATE IS
SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS
[I][II]-A
CERTIFICATES
AND THE CLASS [I][II]-B
CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S.
FEDERAL INCOME TAX PURPOSES,
THIS
CERTIFICATE IS A "REGULAR
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