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-3
FORM OF CLASS I-B-[1][2] CERTIFICATE
THIS
CERTIFICATE IS
SUBORDINATED
IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AND THE CLASS M 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
I-B-[1][2]
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,
A "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
Adjustable Pass-Through Rate
Class I-B-[1][2] 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:
July 1, 2006
$__________
First Distribution Date:
Initial Certificate Principal Balance of this
August 25,