TRUST COMPANY,
A
NEW YORK CORPORATION ("DTC"), TO TRUSTEE 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").
TRANSFERS OF THE
CERTIFICATES
MUST GENERALLY BE ACCOMPANIED
BY APPROPRIATE
TAX TRANSFER
DOCUMENTATION
AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE AGREEMENT.
THIS
CERTIFICATE
HAS NOT BEEN AND WILL NOT BE
REGISTERED
UNDER
THE U.S.
SECURITIES
ACT OF 1933,
AS
AMENDED (THE
"SECURITIES
ACT"),
ANY STATE
SECURITIES
LAWS IN THE UNITED STATES OR THE
SECURITIES
LAWS OF ANY
OTHER JURISDICTION AND MAY NOT BE REOFFERED,
RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR
TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES PERSONS, EXCEPT AS PERMITTED BY THIS LEGEND.
THE HOLDER
HEREOF,
BY
PURCHASING
THIS
CERTIFICATE,
REPRESENTS,
ACKNOWLEDGES
AND
AGREES
THAT THIS
CERTIFICATE
IS BEING
ACQUIRED
FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO
DISTRIBUTION
AND IT WILL NOT REOFFER,
RESELL,
PLEDGE OR OTHERWISE
TRANSFER THIS
CERTIFICATE
EXCEPT IN COMPLIANCE
WITH THE
SECURITIES
ACT AND OTHER
APPLICABLE
LAWS AND IS TRANSFERRED
IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT AND EXCEPT
(A) IN COMPLIANCE
WITH RULE 144A UNDER THE
SECURITIES
ACT TO A PERSON WHOM THE SELLER
REASONABLY
BELIEVES IS A
QUALIFIED
INSTITUTIONAL
BUYER AS
DEFINED IN RULE 144A
PURCHASING
FOR ITS OWN
ACCOUNT OR FOR THE
ACCOUNT OF A
QUALIFIED
INSTITUTIONAL
BUYER, WHOM THE SELLER HAS INFORMED,
IN EACH CASE, THAT THE REOFFER,
RESALE,
PLEDGE OR
OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
PROVIDED
THAT SUCH
PURCHASER
DELIVERS ALL DOCUMENTS AND
CERTIFICATIONS
AS THE TRUSTEE MAY REASONABLY
REQUIRE;
(B) TO A NON U.S. PERSON (AS DEFINED IN REGULATION S UNDER
THE SECURITIES ACT
("REGULATION
S") OUTSIDE THE UNITED STATES IN COMPLIANCE
WITH RULE 903 OR 904 OF REGULATION S
UNDER
THE
SECURITIES
ACT;
OR (C) TO THE
DEPOSITOR
OR MASTER
SERVICER
OR THEIR
AFFILIATES,
IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY STATE OF THE UNITED STATES AND ANY OTHER JURISDICTION.
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 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