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, AS AMENDED (THE
"CODE").
NO TRANSFER OF THIS
CERTIFICATE
(OR ANY
INTEREST
HEREIN) MAY BE MADE TO ANY PERSON,
UNLESS THE
TRANSFEREE
PROVIDES
THE
TRUSTEE,
THE DEPOSITOR AND THE MASTER SERVICER WITH EITHER (A) A CERTIFICATION
PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR (B) AN
OPINION OF COUNSEL
ACCEPTABLE TO AND IN FORM AND SUBSTANCE
SATISFACTORY TO THE MASTER SERVICER,
THE DEPOSITOR AND THE TRUSTEE TO THE
EFFECT THAT THE PURCHASE AND HOLDING OF THIS
CERTIFICATE
IS
PERMISSIBLE
UNDER
APPLICABLE
LAW, WILL NOT
CONSTITUTE OR RESULT IN A
NON-EXEMPT
PROHIBITED
TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"),
OR
SECTION 4975
OF THE CODE (OR
COMPARABLE
PROVISIONS
OF ANY
SUBSEQUENT
ENACTMENTS)
AND WILL NOT SUBJECT THE MASTER
SERVICER,
THE
DEPOSITOR OR THE TRUSTEE 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,
WHICH
OPINION OF COUNSEL
SHALL NOT BE AN
EXPENSE OF THE
TRUSTEE,
THE
DEPOSITOR OR THE MASTER SERVICER.
NO TRANSFER OF THIS
CERTIFICATE OR INTEREST HEREIN MAY BE MADE BY A HOLDER OF THIS
CERTIFICATE
UNLESS THAT TRANSFER IS MADE
PURSUANT TO AN EFFECTIVE
REGISTRATION
STATEMENT UNDER THE 1933 ACT, AND EFFECTIVE
REGISTRATION
OR
QUALIFICATION
UNDER
APPLICABLE
STATE
SECURITIES
LAWS,
OR IS MADE IN A
TRANSACTION
THAT DOES NOT REQUIRE SUCH
REGISTRATION
OR
QUALIFICATION.
FURTHERMORE,
THE
AGREEMENT
PROVIDES
THAT NO
TRANSFER
OF THIS
CERTIFICATE
OR
INTEREST
HEREIN MAY BE MADE BY A HOLDER OF THIS
CERTIFICATE
EXCEPT
(I) OUTSIDE
THE UNITED STATES TO ENTITIES WHICH ARE NOT U.S.
PERSONS WITHIN THE MEANING OF REGULATION S UNDER THE 1933 ACT OR (II) IN
RELIANCE ON RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO A QUALIFIED
INSTITUTIONAL
BUYER (AS DEFINED IN RULE 144A) THAT IS ACQUIRING
THIS CERTIFICATE OR INTEREST HEREIN FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER.
EACH HOLDER OF THIS
CERTIFICATE WILL BE DEEMED TO HAVE
ACKNOWLEDGED AND AGREED THAT (I) IT IS (A) A QUALIFIED
INSTITUTIONAL
BUYER AND IS ACQUIRING THIS CERTIFICATE FOR ITS OWN INSTITUTIONAL
ACCOUNT OR FOR THE ACCOUNT OR ACCOUNTS OF A QUALIFIED
INSTITUTIONAL
BUYER,
OR (B) IT IS NOT A U.S.
PERSON AND IS ACQUIRING
THIS
CERTIFICATE
OUTSIDE THE UNITED STATES (A
"REGULATION
S
PURCHASER");
(II) IT
UNDERSTANDS
THAT THIS
CERTIFICATE IS BEING
TRANSFERRED TO IT IN A TRANSACTION
NOT INVOLVING ANY PUBLIC OFFERING WITHIN THE
MEANING OF THE 1933 ACT,
AND THAT,
IF IN THE
FUTURE IT
DECIDES TO RESELL,
PLEDGE OR
OTHERWISE
TRANSFER
THIS
CERTIFICATE,
THIS
CERTIFICATE MAY BE RESOLD,
PLEDGED OR TRANSFERRED
ONLY IN ACCORDANCE WITH APPLICABLE
STATE
SECURITIES LAWS AND (A) IN A