WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
ANY
TRANSFEREE
OF THIS
CERTIFICATE
WILL BE DEEMED TO HAVE
REPRESENTED
BY VIRTUE OF ITS
PURCHASE
OR
HOLDING OF SUCH
CERTIFICATE (OR ANY INTEREST
HEREIN) THAT
EITHER (A) SUCH
TRANSFEREE IS NOT AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN SUBJECT TO THE PROHIBITED
TRANSACTION
PROVISIONS OF THE EMPLOYEE
RETIREMENT
INCOME
SECURITY
ACT OF 1974,
AS AMENDED
("ERISA"),
OR
SECTION 4975
OF THE CODE
(EACH,
A "PLAN"),
OR ANY PERSON
(INCLUDING,
WITHOUT
LIMITATION,
AN INVESTMENT
MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY PLAN) WHO IS USING PLAN ASSETS,
WITHIN THE MEANING OF THE U.S.
DEPARTMENT OF LABOR REGULATION
PROMULGATED AT 29 C.F.R.ss.2510.3-101,
AS MODIFIED
BY SECTION 3(42) OF ERISA, OF ANY PLAN (EACH, A "PLAN
INVESTOR") TO
EFFECT SUCH ACQUISITION,
(B) IT HAS ACQUIRED
AND IS
HOLDING
THIS
CERTIFICATE
IN
RELIANCE
ON U.S.
DEPARTMENT
OF LABOR
PROHIBITED
TRANSACTION
EXEMPTION
("PTE") 94-29,
59 FED. REG. 14674 (MARCH 29,
1994), AS MOST RECENTLY AMENDED BY 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 USED TO PURCHASE OR HOLD THE CERTIFICATE (OR ANY INTEREST
HEREIN) IS
AN "INSURANCE
COMPANY
GENERAL
ACCOUNT" (AS DEFINED IN 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 IN VIOLATION OF THE PROVISIONS OF THE
PRECEDING
PARAGRAPH,
THEN THE
LAST
PRECEDING
TRANSFEREE
THAT
EITHER
(A) IS
NOT A PLAN OR A PLAN
INVESTOR,
(B) ACQUIRED
SUCH CERTIFICATE IN COMPLIANCE WITH THE RFC EXEMPTION OR (C) 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.
ANY
PURPORTED
CERTIFICATE
OWNER
WHOSE
ACQUISITION
OR HOLDING OF THIS
CERTIFICATE
(OR ANY
INTEREST
HEREIN) WAS
EFFECTED IN VIOLATION OF THE RESTRICTIONS IN
SECTION 5.02(e) OF
THE POOLING AND SERVICING
AGREEMENT
SHALL INDEMNIFY AND HOLD HARMLESS THE COMPANY,
THE TRUSTEE,
THE MASTER SERVICER,
ANY SUBSERVICER,
AND THE TRUST
FUND FROM AND AGAINST ANY AND ALL LIABILITIES,
CLAIMS,
COSTS OR EXPENSES
INCURRED BY SUCH PARTIES AS A RESULT OF
SUCH ACQUISITION OR HOLDING.
Certificate No. [____]
Class [M-___] Subordinate
Date of Pooling and Servicing Agreement
Principal Balance of the Class M Certificates:
and Cut-off Date:
$_______________
[______________]
First Distribution Date:
Initial Certificate Principal Balance