A NEW YORK CORPORATION
("DTC"),
TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE,
OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED
BY AN
AUTHORIZED
REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE
OF DTC),
ANY TRANSFER,
PLEDGE,
OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
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 (THE "CODE")
COUPLED WITH A RIGHT TO RECEIVE PAYMENTS UNDER THE YIELD MAINTENANCE AGREEMENT.
ANY
TRANSFEREE
OF THIS
CERTIFICATE
WILL BE
DEEMED
TO HAVE
REPRESENTED
BY VIRTUE OF ITS
PURCHASE
OR
HOLDING
OF THIS
CERTIFICATE
(OR
INTEREST
THEREIN)
THAT EITHER (A) SUCH
TRANSFEREE
IS NOT AN EMPLOYEE
BENEFIT
PLAN OR OTHER PLAN OR
ARRANGEMENT
SUBJECT TO THE PROHIBITED
TRANSACTION
PROVISIONS OF THE EMPLOYEE
RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"),
OR
SECTION 4975 OF THE CODE OR A PERSON
(INCLUDING AN INSURANCE
COMPANY INVESTING ITS GENERAL ACCOUNT,
AN INVESTMENT
MANAGER,
A NAMED
FIDUCIARY
OR A TRUSTEE
OF ANY SUCH
PLAN)
WHO IS USING
"PLAN
ASSETS"
OF ANY SUCH PLAN TO
EFFECT
SUCH
ACQUISITION
(EACH OF THE
FOREGOING,
A "PLAN INVESTOR"),
(B) IT HAS ACQUIRED AND IS HOLDING THIS CERTIFICATE IN RELIANCE ON U.S. DEPARTMENT OF LABOR PROHIBITED
TRANSACTION
EXEMPTION ("PTE") 94-29, 59 FED. REG. 14674 (MARCH 29, 1994), AS MOST RECENTLY AMENDED BY PTE 2002-41,
67 FED. REG. 54487
(AUGUST 22, 2002) (THE "RFC
EXEMPTION"),
AND THAT IT UNDERSTANDS
THAT THERE ARE CERTAIN
CONDITIONS TO THE
AVAILABILITY
OF THE RFC
EXEMPTION
INCLUDING
THAT THIS
CERTIFICATE
MUST BE RATED,
AT THE TIME OF
PURCHASE,
NOT LOWER THAN "BBB-" (OR ITS
EQUIVALENT)
BY
STANDARD & POOR'S,
FITCH OR MOODY'S OR (C) (I) THE
TRANSFEREE IS AN INSURANCE
COMPANY,
(II) THE SOURCE OF FUNDS USED TO PURCHASE OR
HOLD THIS
CERTIFICATE
IS AN
"INSURANCE
COMPANY
GENERAL
ACCOUNT"; (AS DEFINED IN U.S.
DEPARTMENT OF LABOR
PROHIBITED
TRANSACTION
CLASS EXEMPTION
("PTCE")
95-60),
AND (III) THE CONDITIONS
SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN
SATISFIED
(EACH
ENTITY THAT SATISFIES THIS CLAUSE (C), A "COMPLYING INSURANCE COMPANY";).
IF THIS
CERTIFICATE
(OR ANY
INTEREST
THEREIN) IS
ACQUIRED
OR HELD BY ANY PERSON
THAT DOES NOT
SATISFY
THE
CONDITIONS
DESCRIBED IN THE PRECEDING
PARAGRAPH,
THEN THE LAST PRECEDING
TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR,
(II) ACQUIRED SUCH
CERTIFICATE
IN
COMPLIANCE
WITH THE RFC
EXEMPTION,
OR (III) IS A
COMPLYING
INSURANCE
COMPANY
SHALL BE
RESTORED,
TO THE EXTENT
PERMITTED
BY LAW,
TO ALL RIGHTS AND
OBLIGATIONS
AS
CERTIFICATE
OWNER
THEREOF
RETROACTIVE
TO THE DATE OF SUCH
TRANSFER OF THIS
CERTIFICATE.
THE TRUSTEE SHALL BE