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").
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 AMENDED BY PTE 97-34,
62 FED.
REG.
39021 (JULY 21, 1997),
PTE 2000-58,
65 FED.
REG.
67765
(NOVEMBER 13, 2000) AND 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").
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
LAST
PRECEDING
TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR,
(II) ACQUIRED SUCH
CERTIFICATE
IN
COMPLIANCE
WITH THE RFC
EXEMPTION,
OR (III) IS A COMPLYING
INSURANCE
COMPANY SHALL BE
RESTORED,
TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE
OWNER
THEREOF
RETROACTIVE
TO THE DATE OF SUCH TRANSFER