THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A 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.
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 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