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.
THE FOLLOWING
INFORMATION
IS PROVIDED
SOLELY FOR THE PURPOSES OF APPLYING THE U.S.
FEDERAL
INCOME TAX
ORIGINAL ISSUE DISCOUNT
("OID") RULES TO THIS
CERTIFICATE.
THE ISSUE DATE OF THIS CERTIFICATE IS ___________ __,
____.
ASSUMING THAT THE MORTGAGE
LOANS PREPAY AT [___]% OF THE PREPAYMENT
SPEED
ASSUMPTION (AS DESCRIBED IN THE
PROSPECTUS
SUPPLEMENT),
THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $[____] OF OID PER $[1,000] OF INITIAL
CERTIFICATE
PRINCIPAL
BALANCE,
THE YIELD TO
MATURITY
IS
[_____]%
AND THE AMOUNT OF OID
ATTRIBUTABLE
TO THE
INITIAL
ACCRUAL PERIOD IS NO MORE THAN $[____] PER $[1,000] OF INITIAL
CERTIFICATE
PRINCIPAL
BALANCE,
COMPUTED
UNDER THE
APPROXIMATE
METHOD.
NO
REPRESENTATION
IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON
THE PREPAYMENT SPEED ASSUMPTION OR AT ANY OTHER RATE.
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 EITHER (A) SUCH TRANSFEREE IS NOT AN INVESTMENT
MANAGER,
A
NAMED
FIDUCIARY OR A TRUSTEE OF ANY PLAN, OR ANY OTHER PERSON,
ACTING,
DIRECTLY OR
INDIRECTLY,
ON BEHALF OF OR
PURCHASING ANY CERTIFICATE WITH "PLAN ASSETS" OF ANY PLAN (A "PLAN
INVESTOR"),
(B) IT HAS ACQUIRED AND IS HOLDING
SUCH
CERTIFICATE IN RELIANCE ON PROHIBITED
TRANSACTION
EXEMPTION
("PTE") 94-29, AS MOST RECENTLY
AMENDED,
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 SUCH 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 TO BE USED BY IT TO PURCHASE THE
CERTIFICATE
IS AN
"INSURANCE
COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF 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).
IF THIS
CERTIFICATE (OR ANY INTEREST
HEREIN) IS ACQUIRED OR HELD BY ANY PERSON THAT DOES NOT SATISFY THE
CONDITIONS DESCRIBED IN THE PRECEDING
PARAGRAPH,
THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN
INVESTOR,
(II) ACQUIRED SUCH CERTIFICATE IN COMPLIANCE WITH THE RFC EXEMPTION,
OR (III) IS A COMPLYING
INSURANCE
COMPANY SHALL BE RESTORED,
TO THE EXTENT
PERMITTED BY LAW, TO ALL RIGHTS AND
OBLIGATIONS
AS
CERTIFICATE
OWNER
THEREOF
RETROACTIVE TO THE DATE OF SUCH TRANSFER OF THIS
CERTIFICATE.
THE TRUSTEE SHALL BE UNDER NO LIABILITY TO
ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.