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 THE RIGHT TO RECEIVE PAYMENTS UNDER THE SWAP AGREEMENT.
ANY
TRANSFEREE
OF THIS
CERTIFICATE
(OR
INTEREST
THEREIN)
ACQUIRED
AFTER
TERMINATION
OF THE
SWAP
AGREEMENT
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
(EACH
ENTITY THAT
SATISFIES
THIS
CLAUSE (C), A "COMPLYING
INSURANCE
COMPANY").
EACH HOLDER OF THIS
CERTIFICATE IS DEEMED TO REPRESENT THAT AS OF
ANY DATE PRIOR TO THE
TERMINATION