the
aggregate
stated
principal
balance
of the
Group CC
Mortgage
Loans.
Classes
YBB and ZBB are
related
to the
Group BB
Mortgage
Loans.
The sum of the
Uncertificated
Principal
Balances
for the
Class
YBB and
Class
ZBB
Regular
Interests is equal to the aggregate
stated
principal
balance of the Group BB Mortgage Loans. The Y and Z classes
will be principal and interest classes bearing interest at the pass-through rate for the related Sub-Group.
EXHIBIT A-1
[RESERVED]
EXHIBIT A-2
[RESERVED]
EXHIBIT A-3
[RESERVED]
EXHIBIT A-4
[RESERVED]
EXHIBIT A-5-1
FORM OF CLASS R CERTIFICATE
THIS
CERTIFICATE
MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED
STATES PERSON OR A
DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE IS A "RESIDUAL
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").
THIS
CERTIFICATE
HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE
SECURITIES ACT OF
1933, AS AMENDED (THE
"SECURITIES
ACT"),
OR UNDER ANY STATE
SECURITIES
LAWS.
THE HOLDER
HEREOF,
BY
PURCHASING THIS CERTIFICATE,
AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED
ONLY IN COMPLIANCE
WITH THE SECURITIES ACT AND OTHER
APPLICABLE
LAWS AND ONLY (1) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER
REASONABLY
BELIEVES IS A
QUALIFIED
INSTITUTIONAL
BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"),
PURCHASING FOR ITS OWN ACCOUNT
OR A QIB
PURCHASING
FOR THE
ACCOUNT
OF A QIB,
WHOM THE HOLDER HAS
INFORMED,
IN EACH CASE,
THAT THE
REOFFER,
RESALE,
PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) IN
CERTIFICATED
FORM TO AN "INSTITUTIONAL
ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1),
(2), (3) or
(7) OF
REGULATION
D UNDER THE ACT OR ANY
ENTITY IN WHICH ALL OF THE
EQUITY
OWNERS
COME
WITHIN
SUCH
PARAGRAPHS
PURCHASING
NOT FOR
DISTRIBUTION
IN
VIOLATION
OF THE
SECURITIES
ACT,
SUBJECT TO (A) THE
RECEIPT BY THE SECURITIES
ADMINISTRATOR
OF A LETTER
SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT
AND (B) THE RECEIPT BY THE SECURITIES
ADMINISTRATOR
OF SUCH OTHER EVIDENCE
ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER,
RESALE,
PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER
APPLICABLE
LAWS OR IN EACH CASE IN ACCORDANCE
WITH ALL APPLICABLE
SECURITIES
LAWS OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS
CERTIFICATE
MAY NOT BE ACQUIRED
DIRECTLY OR
INDIRECTLY
BY, OR ON BEHALF OF, AN
EMPLOYEE
BENEFIT
PLAN OR
OTHER
RETIREMENT
ARRANGEMENT
THAT IS
SUBJECT
TO
TITLE I OF THE
EMPLOYEE
RETIREMENT
INCOME
SECURITY
ACT OF 1974,
AS AMENDED
("ERISA"),
AND/OR
SECTION
4975 OF THE
INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE")
(EACH,
A "PLAN"),
OR BY A PERSON USING "PLAN ASSETS" OF A
PLAN,
UNLESS THE PROPOSED
TRANSFEREE
PROVIDES THE SECURITIES
ADMINISTRATOR
WITH AN OPINION OF COUNSEL
FOR THE BENEFIT