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 THE SERVICER AND ON
WHICH THEY 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 SERVICER OR THE TRUSTEE TO ANY
OBLIGATION
OR LIABILITY IN
ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A
TRANSFER
AFFIDAVIT
TO THE
SERVICER AND THE TRUSTEE THAT (1) SUCH
TRANSFEREE
IS NOT (A) THE UNITED
STATES,
ANY STATE OR POLITICAL
SUBDIVISION
THEREOF,
ANY POSSESSION OF THE UNITED STATES,
OR ANY AGENCY OR
INSTRUMENTALITY
OF ANY OF THE FOREGOING
(OTHER THAN AN
INSTRUMENTALITY
WHICH IS A
CORPORATION
IF ALL OF ITS
ACTIVITIES
ARE SUBJECT TO TAX AND EXCEPT FOR
FREDDIE
MAC, A MAJORITY OF ITS
BOARD OF DIRECTORS IS NOT SELECTED BY SUCH
GOVERNMENTAL
UNIT),
(B) A FOREIGN
GOVERNMENT,
ANY
INTERNATIONAL
ORGANIZATION,
OR ANY
AGENCY OR
INSTRUMENTALITY
OF EITHER OF THE FOREGOING,
(C) ANY ORGANIZATION
(OTHER THAN CERTAIN FARMERS'
COOPERATIVES
DESCRIBED IN
SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION
IS SUBJECT TO THE TAX
IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED
BUSINESS
TAXABLE
INCOME),
(D)
RURAL ELECTRIC AND TELEPHONE
COOPERATIVES
DESCRIBED IN SECTION
1381(a)(2)(C)
OF THE CODE, (E) AN ELECTING LARGE
PARTNERSHIP
UNDER
SECTION 775(a) OF THE CODE (ANY SUCH PERSON
DESCRIBED IN THE FOREGOING
CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN
REFERRED TO AS
A
"DISQUALIFIED
ORGANIZATION"),
OR (F) AN AGENT OF A
DISQUALIFIED
ORGANIZATION,
(2) NO PURPOSE OF SUCH
TRANSFER IS TO IMPEDE THE
ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE
SATISFIES CERTAIN ADDITIONAL
CONDITIONS
RELATING TO THE FINANCIAL
CONDITION
OF THE PROPOSED
TRANSFEREE.
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE
REGISTER OR ANY TRANSFER,
SALE OR OTHER DISPOSITION
OF THIS CERTIFICATE TO A DISQUALIFIED
ORGANIZATION OR AN AGENT OF A DISQUALIFIED
ORGANIZATION,
SUCH REGISTRATION
SHALL BE DEEMED TO
BE OF NO LEGAL FORCE OR EFFECT
WHATSOEVER
AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER
FOR ANY PURPOSE
HEREUNDER,
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.
Certificate No. 1
Percentage Interest: 100%
Class R-X
Date of Pooling and Servicing Agreement and Cut-off Date:
Aggregate Initial Current Principal Amount of this
March 1, 2007
Certificate as of the Cut-off Date:
$_______
Initial Current Principal Amount of this Certificate as
First Distribution