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
ITS PURCHASE OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN) THAT EITHER (A) SUCH
TRANSFEREE
IS NOT A PLAN
INVESTOR OR (B) SUCH
TRANSFEREE
IS A COMPLYING
INSURANCE
COMPANY; AND
2.
IF THIS
CERTIFICATE (OR ANY INTEREST
HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE
PROVISIONS OF