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, AS AMENDED (THE "CODE")
COUPLED
WITH THE RIGHT TO RECEIVE PAYMENTS UNDER THE YIELD MAINTENANCE AGREEMENT.
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.
ANY
TRANSFEREE
OF THIS
CERTIFICATE
WILL BE
DEEMED
TO HAVE
REPRESENTED
BY VIRTUE OF ITS
PURCHASE
OR
HOLDING
OF SUCH
CERTIFICATE
(OR ANY
INTEREST
HEREIN)
THAT
EITHER (A) SUCH
TRANSFEREE
IS NOT
AN
EMPLOYEE
BENEFIT
PLAN
OR
OTHER
PLAN
SUBJECT
TO
THE
PROHIBITED
TRANSACTION
PROVISIONS
OF THE EMPLOYEE
RETIREMENT
INCOME
SECURITY ACT OF 1974, AS AMENDED
("ERISA"),
OR SECTION 4975 OF THE CODE (EACH, A "PLAN"),
OR ANY PERSON
(INCLUDING,
WITHOUT
LIMITATION,
AN INVESTMENT
MANAGER,
A NAMED FIDUCIARY OR A TRUSTEE OF ANY PLAN) WHO IS USING
"PLAN ASSETS," WITHIN THE MEANING OF THE U.S.
DEPARTMENT OF LABOR
REGULATION
PROMULGATED AT
29 C.F.R.ss. 2510.3-101,
OF ANY PLAN (EACH,
A "PLAN
INVESTOR") TO EFFECT SUCH
ACQUISITION,
(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 SUCH CERTIFICATE
MUST BE RATED, AT THE TIME OF PURCHASE,
NOT LOWER
THAN "BBB-" (OR ITS
EQUIVALENT)
BY STANDARD & POOR'S OR MOODY'S OR (C)(I) THE
TRANSFEREE IS
AN INSURANCE
COMPANY,
(II) THE SOURCE OF FUNDS USED TO PURCHASE OR HOLD THE
CERTIFICATE (OR
ANY
INTEREST
HEREIN)
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").
IF THIS
CERTIFICATE
(OR ANY
INTEREST
HEREIN)
IS
ACQUIRED
OR
HELD IN
VIOLATION
OF THE
PROVISIONS OF THE PRECEDING
PARAGRAPH,
THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (A) IS
NOT A PLAN OR A PLAN
INVESTOR,
(B) ACQUIRED
SUCH
CERTIFICATE
IN
COMPLIANCE
WITH THE RFC
EXEMPTION,
OR
(C) IS A
COMPLYING
INSURANCE
COMPANY
SHALL
BE