Agreement.
Unless this
Certificate has been
countersigned
by an authorized
signatory of
the Securities Administrator 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 Securities
Administrator has caused this Certificate to
be duly executed.
Dated: January [__], 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 B-IO 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-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