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.
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES AND
CLASS M CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED 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 YIELD MAINTENANCE
AGREEMENT AND CERTAIN
OBLIGATIONS WITH
RESPECT TO PAYMENTS OF BASIS RISK SHORTFALL AMOUNTS.
NO
TRANSFER OF THIS
CERTIFICATE
MAY BE MADE TO ANY
PERSON,
UNLESS THE
TRANSFEREE
PROVIDES
EITHER A
CERTIFICATION
PURSUANT TO SECTION
5.02(E) OF THE AGREEMENT OR AN OPINION
OF
COUNSEL
SATISFACTORY
TO THE
MASTER
SERVICER,
THE
COMPANY
AND THE
TRUSTEE
THAT THE
PURCHASE
OF THIS
CERTIFICATE
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 AND WILL NOT SUBJECT THE MASTER SERVICER,
THE
COMPANY OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE
UNDERTAKEN IN THE
AGREEMENT.
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