INSTITUTIONAL
BUYER AND IS ACQUIRING
THIS
CERTIFICATE
FOR ITS OWN
INSTITUTIONAL
ACCOUNT OR FOR THE
ACCOUNT OR
ACCOUNTS OF A QUALIFIED
INSTITUTIONAL
BUYER,
OR (B) IT IS NOT A U.S.
PERSON AND IS
ACQUIRING
THIS
CERTIFICATE
OUTSIDE THE UNITED STATES (A "REGULATION S PURCHASER");
AND (II) IT UNDERSTANDS THAT THIS CERTIFICATE
IS BEING
TRANSFERRED TO IT IN A TRANSACTION
NOT INVOLVING ANY PUBLIC OFFERING WITHIN THE MEANING OF THE 1933 ACT,
AND THAT, IF IN THE FUTURE IT DECIDES TO RESELL,
PLEDGE OR OTHERWISE
TRANSFER THIS CERTIFICATE,
THIS CERTIFICATE
MAY BE RESOLD,
PLEDGED OR
TRANSFERRED
ONLY IN ACCORDANCE
WITH
APPLICABLE
STATE
SECURITIES
LAWS AND (A) IN A
TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, TO A PERSON THAT THE SELLER REASONABLY
BELIEVES IS A QUALIFIED
INSTITUTIONAL
BUYER
THAT
PURCHASES
FOR ITS
OWN
ACCOUNT
(OR
FOR
THE
ACCOUNT
OR
ACCOUNTS
OF A
QUALIFIED
INSTITUTIONAL
BUYER) AND TO WHOM NOTICE IS GIVEN THAT THE RESALE,
PLEDGE OR TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, OR (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S.
THE HOLDER OF THIS CERTIFICATE
DESIRING TO EFFECT ANY TRANSFER,
SALE, PLEDGE OR OTHER DISPOSITION SHALL,
AND BY ACCEPTANCE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE AGREED TO, INDEMNIFY THE TRUSTEE,
THE DEPOSITOR,
THE
MASTER SERVICER AND THE CERTIFICATE
REGISTRAR AGAINST ANY LIABILITY THAT MAY RESULT IF THE TRANSFER,
SALE, PLEDGE
OR OTHER
DISPOSITION
IS NOT SO
EXEMPT OR IS NOT MADE IN
ACCORDANCE
WITH SUCH
FEDERAL
AND STATE
LAWS AND THE
AGREEMENT.
NO TRANSFER OF ANY CLASS SB
CERTIFICATE
SHALL BE MADE UNLESS THE
PROPOSED
TRANSFEREE
OF SUCH CLASS SB
CERTIFICATE
PROVIDES
TO THE TRUSTEE
THE
APPROPRIATE
TAX
CERTIFICATION
FORM
(I.E.,
IRS FORM W-9 OR IRS FORM
W-8BEN,
W-8IMY,
W-8EXP OR W-8ECI,
AS APPLICABLE (OR ANY SUCCESSOR FORM THERETO)) AND AGREES TO UPDATE SUCH FORMS
(I) UPON EXPIRATION OF ANY SUCH FORM, (II) AS REQUIRED UNDER THEN
APPLICABLE U.S.
TREASURY
REGULATIONS AND (III)
PROMPTLY UPON LEARNING THAT SUCH FORM HAS BECOME
OBSOLETE OR
INCORRECT,
AS A CONDITION TO SUCH
TRANSFER.
UNDER
THE AGREEMENT,
UPON RECEIPT OF ANY SUCH TAX CERTIFICATION FORM FROM A TRANSFEREE OF ANY CLASS SB CERTIFICATE,
THE
TRUSTEE
(INCLUDING IN ITS CAPACITY AS
SUPPLEMENTAL
INTEREST TRUST TRUSTEE) SHALL FORWARD SUCH TAX
CERTIFICATION
FORM
PROVIDED TO IT TO THE SWAP
PROVIDER AND THE CORRIDOR
PROVIDER.
EACH HOLDER OF A CLASS SB
CERTIFICATE
AND
EACH
TRANSFEREE
THEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE TRUSTEE
FORWARDING TO THE SWAP PROVIDER AND THE
CORRIDOR
PROVIDER ANY SUCH TAX
CERTIFICATION
FORM IT HAS PROVIDED AND UPDATED IN ACCORDANCE
WITH THESE TRANSFER
RESTRICTIONS.
ANY PURPORTED
SALES OR TRANSFERS OF ANY CLASS SB CERTIFICATE TO A TRANSFEREE
WHICH DOES NOT COMPLY
WITH THESE REQUIREMENTS SHALL BE DEEMED NULL AND VOID UNDER THE AGREEMENT.
CUSIP: _____________________
Certificate No. SB-[__]-1
Date of Pooling and Servicing Agreement
Percentage Interest: 100.00%
and Cut-off Date:
July 1, 2007
First Distribution Date:
August 27, 2007
Aggregate Initial Notional Balance
of the Class SB-[_] Certificates:
$___________________________