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.
NO TRANSFER OF THIS CLASS M
CERTIFICATE
(OR ANY
INTEREST
THEREIN)
WILL BE MADE UNLESS THE TRUSTEE HAS
RECEIVED
EITHER (A) AN OPINION OF COUNSEL
ACCEPTABLE
TO AND IN FORM AND SUBSTANCE
SATISFACTORY
TO THE TRUSTEE,
THE
COMPANY AND THE MASTER
SERVICER
WITH
RESPECT TO THE
PERMISSIBILITY
OF SUCH
TRANSFER
UNDER THE
EMPLOYEE
RETIREMENT
INCOME
SECURITY ACT OF 1974,
AS AMENDED
("ERISA")
AND SECTION
4975 OF THE CODE AND STATING,
AMONG
OTHER THINGS,
THAT THE PURCHASE OF THIS
CERTIFICATE IS PERMISSIBLE
UNDER
APPLICABLE LAW, WILL NOT CONSTITUTE OR
RESULT
IN ANY
NON-EXEMPT
PROHIBITED
TRANSACTION
UNDER
SECTION
406 OF ERISA OR
SECTION
4975 OF THE CODE (OR
COMPARABLE PROVISIONS OF ANY SUBSEQUENT
ENACTMENTS) AND WILL NOT SUBJECT THE DEPOSITOR,
THE MASTER SERVICER,
THE
TRUSTEE OR THE TRUST FUND TO ANY
OBLIGATION OR LIABILITY
(INCLUDING
OBLIGATIONS
OR
LIABILITIES
UNDER ERISA OR
SECTION 4975 OF THE CODE) IN ADDITION TO THOSE
UNDERTAKEN IN THE AGREEMENT,
OR (B) A
REPRESENTATION
LETTER,
IN
THE FORM
DESCRIBED IN SECTION
5.02(E) OF THE
AGREEMENT,
EITHER
STATING THAT THE
TRANSFEREE IS NOT AN EMPLOYEE
BENEFIT OR OTHER PLAN
SUBJECT TO THE
PROHIBITED
TRANSACTION
PROVISIONS
OF ERISA OR SECTION 4975 OF THE CODE (A
"PLAN") OR ANY OTHER PERSON (INCLUDING AN INVESTMENT
MANAGER,
A NAMED FIDUCIARY OR A TRUSTEE OF ANY PLAN) ACTING,
DIRECTLY
OR
INDIRECTLY,
ON BEHALF OF OR
PURCHASING
ANY
CERTIFICATE
WITH
"PLAN
ASSETS" OF ANY PLAN (A "PLAN
INVESTOR"),
OR STATING THAT (I) THE
TRANSFEREE
IS AN INSURANCE
COMPANY,
(II) THE SOURCE OF FUNDS TO BE USED TO
PURCHASE OR HOLD THE
CERTIFICATE IS AN "INSURANCE
COMPANY GENERAL
ACCOUNT"
(WITHIN THE MEANING OF 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 (B), A
"COMPLYING
INSURANCE
COMPANY").
NOTWITHSTANDING
THE ABOVE,
WITH
RESPECT TO THE
TRANSFER OF THIS
CERTIFICATE
TO A
DEPOSITORY
OR ANY
SUBSEQUENT
TRANSFER OF ANY INTEREST IN THIS
CERTIFICATE FOR SO LONG AS THIS
CERTIFICATE IS HELD BY A DEPOSITORY,
(I) NEITHER,
AN OPINION OF COUNSEL NOR A
CERTIFICATION,
EACH AS DESCRIBED IN THE FOREGOING
PARAGRAPH,
SHALL BE
REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY:
1.
ANY
TRANSFEREE
OF THIS
CERTIFICATE
WILL BE DEEMED TO HAVE
REPRESENTED
BY VIRTUE OF