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").
THE
CERTIFICATE
PRINCIPAL
BALANCE
OF
THIS
CERTIFICATE
WILL
BE
DECREASED
BY THE
PRINCIPAL
PAYMENTS
HEREON.
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
SECURITIES ADMINISTRATOR NAMED HEREIN.
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 OF THE TRUSTEE,
MASTER
SERVICER AND THE SECURITIES
ADMINISTRATOR
AND ON WHICH THEY MAY
RELY WHICH IS
SATISFACTORY
TO THE
SECURITIES
ADMINISTRATOR
THAT THE PURCHASE OF THIS
CERTIFICATE
IS
PERMISSIBLE
UNDER
APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT
PROHIBITED
TRANSACTION
UNDER
SECTION
406 OF ERISA OR SECTION
4975 OF THE CODE AND WILL NOT SUBJECT
THE MASTER
SERVICER,
THE
TRUSTEE OR THE SECURITIES