CLASS B CERTIFICATE
[REGULATION S GLOBAL SECURITY] [RULE 144A GLOBAL CERTIFICATE] [REGULATION S CERTIFICATED SECURITY] [DEFINITIVE]
THIS
CERTIFICATE
IS
SUBORDINATED
IN
RIGHT
OF
PAYMENT
TO THE
CLASS
A
CERTIFICATES
AND
CLASS
M
CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN).
THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL
PAYMENTS HEREON
AND REALIZED
LOSSES
ALLOCABLE
HERETO.
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 TRUSTEE NAMED HEREIN.
[FOR
BOOK-ENTRY
ONLY:
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.]
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 APPLICABLE SWAP 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 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.
THIS
CERTIFICATE
IS
TRANSFERRED
IN ACCORDANCE
WITH THE
PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT (THE "AGREEMENT").
THIS
CERTIFICATE
HAS NOT BEEN AND WILL NOT BE
REGISTERED
UNDER
THE U.S.
SECURITIES
ACT OF 1933,
AS
AMENDED (THE
"SECURITIES
ACT"),
ANY STATE
SECURITIES
LAWS IN THE UNITED STATES OR THE
SECURITIES
LAWS OF ANY
OTHER JURISDICTION AND MAY NOT BE REOFFERED,
RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR
TO, OR FOR THE ACCOUNT OR BENEFIT OF,
UNITED
STATES
PERSONS,
EXCEPT AS
PERMITTED
BY THIS
LEGEND.
THE HOLDER
HEREOF,
BY ITS
ACCEPTANCE
OF THIS
CERTIFICATE,
REPRESENTS,
ACKNOWLEDGES
AND AGREES THAT IT WILL NOT REOFFER,
RESELL,
PLEDGE OR OTHERWISE
TRANSFER THIS
CERTIFICATE
EXCEPT IN COMPLIANCE
WITH THE
SECURITIES
ACT AND OTHER
APPLICABLE
LAWS AND [EXCEPT (A) IN COMPLIANCE
WITH RULE