By:___________________________________________
Authorized Officer
Attested to:
By:___________________________
Assistant Secretary
Date:
__________, 2007
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-1 Certificates referred to in the within-mentioned
Pooling and Servicing Agreement.
U.S. BANK NATIONAL ASSOCIATION,
Trustee
By:______________________________________
Authorized Officer
A-7
EXHIBIT A-2
[REGULATION S TEMPORARY BOOK-ENTRY CERTIFICATE]1
[RESTRICTED BOOK-ENTRY CERTIFICATE]2
FORM OF CLASS A-2 CERTIFICATE
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.
THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED, EXCEPT (A)(1) TO A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING
OF RULE 144A UNDER THE SECURITIES ACT (A "QUALIFIED INSTITUTIONAL BUYER") THAT
IS EITHER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER, IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000, FOR THE
PURCHASER AND FOR EACH SUCH ACCOUNT, IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144A SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE
144A, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE SERIES
2007-1 SUPPLEMENT (AS DEFINED HEREIN), (2) TO A NON U.S. PERSON IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF
REGULATION S UNDER THE SECURITIES ACT IN A PRINCIPAL AMOUNT OF NOT LESS THAN
$100,000, SUBJECT TO THE
SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE
SERIES 2007-1 SUPPLEMENT OR (3) TO THE SELLER AND (B) IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER
APPLICABLE JURISDICTION.
EACH PURCHASER OF A BENEFICIAL INTEREST IN THIS
CERTIFICATE WILL BE DEEMED TO HAVE MADE, AND EACH PURCHASER OF A DEFINITIVE
CERTIFICATE WILL MAKE, THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN SECTION
16 OF THE SERIES 2007-1 SUPPLEMENT. ANY TRANSFER IN VIOLATION OF THE FOREGOING
WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO
TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE
CONTRARY TO THE TRUST, THE TRUSTEE OR ANY INTERMEDIARY.
IF AT ANY TIME THE
TRUST DETERMINES OR IS NOTIFIED THAT THE HOLDER OF SUCH BENEFICIAL INTEREST IN
SUCH CERTIFICATE OR DEFINITIVE CERTIFICATE, AS APPLICABLE, WAS IN BREACH, AT THE
TIME GIVEN, OF ANY OF THE REPRESENTATIONS OR AGREEMENTS SET FORTH IN THE SERIES
2007-1 SUPPLEMENT, THE TRUSTEE MAY CONSIDER THE
1
Insert for Regulation S Certificates only.
2
Insert for Restricted Book-Entry Certificates only.
1
ACQUISITION OF THIS CERTIFICATE OR SUCH INTEREST IN SUCH CERTIFICATE VOID AND
REQUIRE THAT THIS CERTIFICATE OR SUCH INTEREST HEREIN BE TRANSFERRED TO A PERSON
DESIGNATED BY THE TRUST.
BY ACQUIRING THIS CERTIFICATE (OR ANY INTEREST HEREIN) EACH PURCHASER AND
TRANSFEREE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT THAT EITHER (I) IT
IS NOT ACQUIRING THIS CERTIFICATE (OR INTEREST HEREIN) WITH THE ASSETS OF (A) AN
"EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF