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-7
FORM OF CLASS I-XP CERTIFICATE
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 (B) THE RECEIPT BY THE
SECURITIES
ADMINISTRATOR
OF SUCH OTHER
EVIDENCE
ACCEPTABLE TO THE
SECURITIES
ADMINISTRATOR 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 THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT
INCOME SECURITY ACT OF 1974,
AS AMENDED
("ERISA"),
AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A
"PLAN"),
OR BY A PERSON USING "PLAN ASSETS" OF A PLAN,
UNLESS THE PROPOSED
TRANSFEREE
PROVIDES THE
SECURITIES
ADMINISTRATOR
WITH AN OPINION OF COUNSEL FOR THE
BENEFIT OF THE
TRUSTEE,
MASTER
SERVICER
AND THE
SECURITIES
ADMINISTRATOR AND ON WHICH THEY MAY RELY WHICH IS SATISFACTORY TO THE SECURITIES
ADMINISTRATOR
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 ERISA OR SECTION
4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER
SERVICER,
THE
TRUSTEE OR THE
SECURITIES
ADMINISTRATOR
TO ANY
OBLIGATION
OR
LIABILITY
IN ADDITION TO THOSE
UNDERTAKEN IN THE AGREEMENT.
Certificate No.1
Percentage Interest: 100%
Class I-XP Senior
Date of Pooling and Servicing Agreement and Cut-off Date:
Aggregate Initial Certificate Principal Balance of this
March 1, 2006