CLASS M-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 (THE "CODE").
UNLESS
THIS
CERTIFICATE
IS
PRESENTED
BY
AN
AUTHORIZED
REPRESENTATIVE
OF
THE
DEPOSITORY
TRUST
COMPANY,
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.
THE
FOLLOWING
INFORMATION
IS PROVIDED
SOLELY FOR THE PURPOSES OF APPLYING THE U.S.
FEDERAL
INCOME TAX ORIGINAL
ISSUE
DISCOUNT
("OID")
RULES TO THIS
CERTIFICATE.
THE ISSUE
DATE OF THIS
CERTIFICATE
IS
___________
__, ____.
ASSUMING THAT THE MORTGAGE LOANS PREPAY
AT [___]% OF THE PREPAYMENT
SPEED
ASSUMPTION
(AS DESCRIBED IN THE
PROSPECTUS
SUPPLEMENT),
THIS
CERTIFICATE
HAS BEEN
ISSUED WITH NO MORE THAN
$[____] OF OID PER
$[1,000] OF INITIAL
CERTIFICATE
PRINCIPAL
BALANCE,
THE YIELD TO
MATURITY
IS
[_____]%
AND THE
AMOUNT OF OID
ATTRIBUTABLE
TO THE INITIAL
ACCRUAL
PERIOD IS NO MORE THAN
$[____] PER $[1,000] OF INITIAL
CERTIFICATE
PRINCIPAL
BALANCE,
COMPUTED UNDER THE APPROXIMATE
METHOD. NO REPRESENTATION IS
MADE THAT THE MORTGAGE
LOANS WILL PREPAY AT A RATE BASED ON THE PREPAYMENT
SPEED
ASSUMPTION
OR AT ANY OTHER RATE.
ANY
TRANSFEREE OF THIS
CERTIFICATE
WILL BE DEEMED TO HAVE
REPRESENTED BY VIRTUE OF
ITS
PURCHASE
OR
HOLDING OF THIS
CERTIFICATE
(OR
INTEREST
HEREIN)
THAT
EITHER (A) SUCH
TRANSFEREE IS NOT AN INVESTMENT
MANAGER,
A NAMED
FIDUCIARY OR A TRUSTEE OF ANY PLAN, OR ANY
OTHER PERSON,
ACTING,
DIRECTLY OR
INDIRECTLY,
ON BEHALF OF OR PURCHASING
ANY
CERTIFICATE
WITH "PLAN
ASSETS" OF ANY PLAN (A "PLAN
INVESTOR"),
(B) IT HAS ACQUIRED AND IS HOLDING SUCH
CERTIFICATE IN RELIANCE ON PROHIBITED
TRANSACTION
EXEMPTION
("PTE") 94-29, AS MOST RECENTLY
AMENDED,
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
SUCH
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
TO BE
USED
BY IT TO
PURCHASE
THE
CERTIFICATE IS AN "INSURANCE
COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF 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