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 THE RIGHT TO RECEIVE
PAYMENTS
UNDER THE SWAP AGREEMENT.
ANY TRANSFEREE OF THIS CERTIFICATE (OR INTEREST
THEREIN) ACQUIRED AFTER
TERMINATION
OF THE SWAP
AGREEMENT
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").
EACH HOLDER OF
THIS
CERTIFICATE
IS DEEMED TO
REPRESENT
THAT,
AS OF ANY DATE PRIOR TO THE
TERMINATION
OF THE SWAP
AGREEMENT,
EITHER IT IS NOT A PLAN
INVESTOR
OR AT
LEAST ONE OF U.S. DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTIONS
84-14,
90-1,
91-38,
95-60,
96-23 OR OTHER APPLICABLE
EXEMPTION APPLIES TO
SUCH HOLDER'S RIGHT TO RECEIVE PAYMENTS FROM THE SUPPLEMENTAL INTEREST TRUST.
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