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-11
FORM OF CLASS II-B-[1][2][3] CERTIFICATE
THIS
CERTIFICATE IS
SUBORDINATED
IN RIGHT OF PAYMENT TO THE CLASS II-A
CERTIFICATES,
[CLASS II-B-1] [AND] [CLASS II-B-2] 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").
THE
CERTIFICATE
PRINCIPAL
BALANCE
OF
THIS
CERTIFICATE
WILL
BE
DECREASED
BY THE
PRINCIPAL
PAYMENTS
HEREON
AND
REALIZED
LOSSES
ALLOCABLE
HERETO
AS
DESCRIBED
IN
THE
AGREEMENT.
ACCORDINGLY,
FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES,
THE CERTIFICATE
PRINCIPAL
BALANCE OF
THIS CERTIFICATE WILL BE DIFFERENT FROM THE
DENOMINATION
SHOWN BELOW.
ANYONE ACQUIRING THIS CERTIFICATE
MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE
OF THE DEPOSITORY
TRUST COMPANY TO THE
SECURITIES
ADMINISTRATOR
OR ITS AGENT FOR
REGISTRATION
OF TRANSFER,
EXCHANGE OR
PAYMENT,
AND ANY
CERTIFICATE
ISSUED
IS
REGISTERED
IN THE NAME OF CEDE & CO.
OR SUCH
OTHER
NAME AS
REQUESTED BY AN
AUTHORIZED
REPRESENTATIVE
OF THE
DEPOSITORY
TRUST
COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO.,
ANY
TRANSFER,
PLEDGE OR OTHER USE
HEREOF
FOR VALUE OR
OTHERWISE
BY OR TO ANY
PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EACH
BENEFICIAL
OWNER OF A CLASS
II-B-[1][2][3]
CERTIFICATE OR ANY INTEREST
THEREIN
SHALL BE DEEMED TO HAVE
REPRESENTED,
BY VIRTUE OF ITS
ACQUISITION
OR
HOLDING OF THAT
CERTIFICATE
OR
INTEREST
THEREIN,
THAT EITHER (I) SUCH
CERTIFICATE IS RATED AT LEAST "BBB-" OR ITS EQUIVALENT BY FITCH,
S&P AND MOODY'S,
(II) IT IS NOT A PLAN SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE CODE (EACH, "PLAN") OR INVESTING WITH "PLAN ASSETS" OF ANY
PLAN,
OR (III) (1) IT IS AN
INSURANCE
COMPANY,
(2) THE
SOURCE OF FUNDS
USED TO
ACQUIRE
OR HOLD THE
CERTIFICATE OR INTEREST THEREIN IS AN "INSURANCE COMPANY GENERAL ACCOUNT," AS SUCH TERM IS DEFINED IN U.S.
DEPARTMENT OF LABOR
PROHIBITED
TRANSACTION
CLASS EXEMPTION
("PTCE")
95-60,
AND (3) THE CONDITIONS IN
SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED.
Certificate No.1
Variable Pass-Through Rate
Class II-B-[1][2][3] Subordinate
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date:
Certificate as of the Cut-off Date:
March 1, 2007
$__________
First Distribution Date:
Initial Certificate Principal Balance of this
April 25, 2007
Certificate as of the Cut-off Date:
$__________
Master Servicer:
CUSIP: ___________
Wells