Common use of Countersigned Clause in Contracts

Countersigned. as Warrant Agent By: ------------------------------- Authorized Signatory [REVERSE OF REGISTERED CALL WARRANT CERTIFICATE] CREDIT SUISSE FIRST BOSTON (USA), INC. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Universal Warrants issued by the Company pursuant to a Universal Warrant Agreement, dated as of ___________, _____ (the "Warrant Agreement"), between the Company and [____________________] (the "Warrant Agent") and are subject to the terms and provisions contained in the Warrant Agreement, to all of which terms and provisions each Warrantholder consents by acceptance of this Warrant Certificate or a beneficial interest therein and which Warrant Agreement is hereby incorporated by reference in and made a part of this Warrant Certificate. Without limiting the foregoing, all capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Warrant Agreement. A copy of the Warrant Agreement is on file at the Warrant Agent's Office. The Warrants constitute a separate series of Universal Warrants under the Warrant Agreement. The Warrants are unsecured contractual obligations of the Company and rank pari passu with the Company's other unsecured contractual obligations and with the Company's unsecured and unsubordinated debt. Subject to the provisions hereof and the Warrant Agreement, each Warrant may be exercised during the dates of exercise set forth on the face hereof by delivering or causing to be delivered this Warrant Certificate, the Exercise Notice, duly completed and executed, and the Exercise Property for each such Warrant to the Warrant Agent's Window, in the Borough of Manhattan, The City of New York, which is, on the date hereof (unless otherwise specified herein), [__________________________________________, Attention: _________________,] or at such other address as the Warrant Agent may specify from time to time. Each Warrant entitles the Warrantholder to receive, upon exercise, the Warrant Property set forth on the face hereof. The Warrant Agreement and the terms of the Warrants are subject to amendment as provided in the Warrant Agreement. This Warrant Certificate shall be governed by, and interpreted in accordance with, the laws of the State of New York. [Designation of Universal Warrants] Exercise Notice [Warrant Agent Name and Address] Attention: [________________] The undersigned (the "Registered Holder") hereby irrevocably exercises _______ Warrants (the "Exercised Warrants") and delivers to you herewith a Warrant Certificate or Certificates, registered in the Registered Holder's name, representing a number of Warrants at least equal to the number of Exercised Warrants, and the Exercise Property with respect thereto. The Registered Holder hereby directs the Warrant Agent (a) to deliver the Warrant Property as follows: and (b) if the number of Exercised Warrants is less than the number of Warrants represented by the enclosed Warrant Certificate, to deliver a Warrant Certificate representing the unexercised Warrants to: Dated: -------------------------------------- (Registered Holder) By: --------------------------------- Authorized Signatory Address: Telephone: [If Warrant is a Global Warrant, insert this Schedule A.] SCHEDULE A [Designation of Universal Warrants] GLOBAL UNIVERSAL WARRANT SCHEDULE OF EXCHANGES The initial number of Universal Warrants represented by this Global Universal Warrant is __________. In accordance with the Universal Warrant Agreement dated as of ________, 20__ between the Issuer and _______________________, as Warrant Agent, the following reductions as a result of the exercise of the number of Universal Warrants indicated below have been made: Reduced Number Number of Outstanding Notation Made Date of Exchange Universal Following Such by or on Behalf of Excise Warrants Exercised Exercise of Warrant Agent EXHIBIT B FORM OF REGISTERED PUT WARRANT CERTIFICATE [FACE OF REGISTERED PUT WARRANT CERTIFICATE] No. _____ CUSIP No. __________ [Unless and until it is exchanged in whole or in part for Universal Warrants in definitive registered form, this Warrant Certificate and the Universal Warrants evidenced hereby may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.] CREDIT SUISSE FIRST BOSTON (USA), INC. [Designation of Universal Warrants] NUMBER OF WARRANTS EVIDENCED BY THIS CERTIFICATE: [UP TO ____] CASH SETTLEMENT VALUE PER WARRANT (OR METHOD OF DETERMINING SAME): [WARRANT PROPERTY:] [AMOUNT OF WARRANT PROPERTY SALABLE PER WARRANT:] [PUT PRICE FOR SUCH SPECIFIED AMOUNT OF WARRANT PROPERTY PER WARRANT:] [METHOD OF DELIVERY OF ANY WARRANT PROPERTY TO BE DELIVERED FOR SALE UPON EXERCISE OF WARRANTS:] DATES OF EXERCISE: OTHER TERMS: This Warrant Certificate certifies that __________, or registered assigns, is the Registered Holder of the number of [Designation of Universal Warrants] (the "Warrants") [specified above] [specified on Schedule A hereto]. Upon receipt by the Warrant Agent of this Warrant Certificate, the exercise notice on the reverse hereof (or an exercise notice in substantially identical form delivered herewith)(the "Exercise Notice"), duly completed and executed, and the Amount of Warrant Property saleable per Warrant set forth above, adjusted, if applicable, as set forth above, for each Warrant to be exercised, delivered as set forth above at the Warrant Agent's Window, Attention: _________________, in the Borough of Manhattan, The City of New York (which is, on the date hereof, _________________________________, Attention: ____________________), each Warrant evidenced hereby entitles the Registered Holder hereof to receive, subject to the terms and conditions set forth herein and in the Warrant Agreement (as defined below), from Credit Suisse First Boston (USA), Inc. (the "Company") the [Cash Settlement Value][Put Price] per Warrant specified above. Unless otherwise indicated above, a Warrant will not require or entitle a Warrantholder to sell or deliver to the Company, nor will the Company be under any obligation to, nor will it, purchase or take delivery from any Warrantholder of, any Warrant Property, and upon exercise of a Warrant, the Company will make only a cash payment in the amount of the Cash Settlement Value or Put Price per Warrant. Warrantholders will not receive any interest on any Cash Settlement Value. Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent.

Countersigned. as Warrant Agent By: ------------------------------- Authorized Signatory [REVERSE OF REGISTERED CALL PUT WARRANT CERTIFICATE] CREDIT SUISSE FIRST BOSTON (USA), INC. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Universal Warrants issued by the Company pursuant to a Universal Warrant Agreement, dated as of ___________, _____ (the "Universal Warrant Agreement"), between the Company and [____________________] (the "Warrant Agent") and are subject to the terms and provisions contained in the Universal Warrant Agreement, to all of which terms and provisions each Warrantholder consents by acceptance of this Warrant Certificate or a beneficial interest therein and which Universal Warrant Agreement is hereby incorporated by reference in and made a part of this Warrant Certificate. Without limiting the foregoing, all capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Universal Warrant Agreement. A copy of the Universal Warrant Agreement is on file at the Warrant Agent's Office. The Warrants constitute a separate series of Universal Warrants under the Universal Warrant Agreement. The Warrants are unsecured contractual obligations of the Company and rank pari passu with the Company's other unsecured contractual obligations and with the Company's unsecured and unsubordinated debt. Subject to the provisions hereof and the Warrant Agreement, each Warrant may be exercised during the dates of exercise set forth on the face hereof by delivering or causing to be delivered this Warrant Certificate, the Exercise Notice, duly completed and executed, and the Exercise Property for each such Warrant to the Warrant Agent's Window, in the Borough of Manhattan, The City of New York, which is, on the date hereof (unless otherwise specified herein), [__________________________________________, Attention: _________________,] or at such other address as the Warrant Agent may specify from time to time. Each Warrant entitles the Warrantholder to receive, upon exercise, the Warrant Property set forth on the face hereof. The Warrant Agreement and the terms of the Warrants are subject to amendment as provided in the Universal Warrant Agreement. This Warrant Certificate shall be governed by, and interpreted in accordance with, the laws of the State of New York. [Designation of Universal Warrants] Exercise Notice [Warrant Agent Name and & Address] Attention: [__________________] The undersigned (the "Registered Holder") hereby irrevocably exercises __________ Warrants (the "Exercised Warrants") and delivers to you herewith a Warrant Certificate or Certificates, registered in the Registered Holder's name, representing a number of Warrants at least equal to the number of Exercised Warrants[, and the Exercise Warrant Property with respect thereto]. The Registered Holder hereby directs the Warrant Agent (a) to deliver the [Cash Settlement Value][Put Price]* per Warrant Property as follows: and (b) if the number of Exercised Warrants is less than the number of Warrants represented by the enclosed Warrant Certificate, to deliver a Warrant Certificate representing the unexercised Warrants to: Dated: -------------------------------------- ------------------------------------------- (Registered Holder) By: --------------------------------- -------------------------------------- Authorized Signatory Address: Telephone: [If Warrant is a Global Warrant, insert this Schedule A.] SCHEDULE A [Designation of Universal Warrants] SCHEDULE A GLOBAL UNIVERSAL WARRANT SCHEDULE OF EXCHANGES The initial number of Universal Warrants represented by this Global Universal Warrant is __________. In accordance with the Universal Warrant Agreement dated as of ________, 20__ between the Issuer and _______________________, as Warrant Agent [as Collateral Agent], the following reductions as a result of the exercise of the number of Universal Warrants indicated below have been made: Reduced Number Number of Outstanding Notation Made Date of Exchange Universal Following Such by or on Behalf of Excise Warrants Exercised Exercise of Warrant Agent EXHIBIT B FORM OF REGISTERED PUT WARRANT CERTIFICATE [FACE OF REGISTERED PUT WARRANT CERTIFICATE] No. _____ CUSIP No. __________ [Unless and until it is exchanged in whole or in part for Universal Warrants in definitive registered form, this Warrant Certificate and the Universal Warrants evidenced hereby may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.] CREDIT SUISSE FIRST BOSTON (USA), INC. [Designation of Universal Warrants] NUMBER OF WARRANTS EVIDENCED BY THIS CERTIFICATE: [UP TO ____] CASH SETTLEMENT VALUE PER WARRANT (OR METHOD OF DETERMINING SAME): [WARRANT PROPERTY:] [AMOUNT OF WARRANT PROPERTY SALABLE PER WARRANT:] [PUT PRICE FOR SUCH SPECIFIED AMOUNT OF WARRANT PROPERTY PER WARRANT:] [METHOD OF DELIVERY OF ANY WARRANT PROPERTY TO BE DELIVERED FOR SALE UPON EXERCISE OF WARRANTS:] DATES OF EXERCISE: OTHER TERMS: This Warrant Certificate certifies that __________, or registered assigns, is the Registered Holder of the number of [Designation of Universal Warrants] (the "Warrants") [specified above] [specified on Schedule A hereto]. Upon receipt by the Warrant Agent of this Warrant Certificate, the exercise notice on the reverse hereof (or an exercise notice in substantially identical form delivered herewith)(the "Exercise Notice"), duly completed and executed, and the Amount of Warrant Property saleable per Warrant set forth above, adjusted, if applicable, as set forth above, for each Warrant to be exercised, delivered as set forth above at the Warrant Agent's Window, Attention: _________________, in the Borough of Manhattan, The City of New York (which is, on the date hereof, _________________________________, Attention: ____________________), each Warrant evidenced hereby entitles the Registered Holder hereof to receive, subject to the terms and conditions set forth herein and in the Warrant Agreement (as defined below), from Credit Suisse First Boston (USA), Inc. (the "Company") the [Cash Settlement Value][Put Price] per Warrant specified above. Unless otherwise indicated above, a Warrant will not require or entitle a Warrantholder to sell or deliver to the Company, nor will the Company be under any obligation to, nor will it, purchase or take delivery from any Warrantholder of, any Warrant Property, and upon exercise of a Warrant, the Company will make only a cash payment in the amount of the Cash Settlement Value or Put Price per Warrant. Warrantholders will not receive any interest on any Cash Settlement Value. Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent.

Countersigned. as Warrant Agent By: ------------------------------- By --------------------------- Authorized Signatory of THE BANK OF NEW YORK, as Trustee EXHIBIT C-3 [REVERSE FORM OF REGISTERED CALL WARRANT CLASS C CERTIFICATE] CREDIT SUISSE FIRST BOSTON 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 (USATHE "CODE"). THIS CLASS C CERTIFICATE IS SUBORDINATE TO THE OFFERED CERTIFICATES TO THE EXTENT DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. THIS CLASS C CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS UNTIL SUCH TIME AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. THIS CLASS C CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE EITHER (A) A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT OR USING THE ASSETS OF THAT PLAN OR ARRANGEMENT TO EFFECT THAT TRANSFER, OR (B) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT. Certificate No. : Initial Certificate Balance of this Certificate ("Denomination") : $ Initial Certificate Balance of all Certificates of this Class : $ CUSIP : ISIN : Interest Rate : Maturity Date : CWALT, INC. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Universal Warrants issued by the Company pursuant to a Universal Warrant Agreement, dated as of ___________, _Alternative Loan Trust 200____-____ Mortgage Pass-Through Certificates, Series 200____-____ evidencing a percentage interest in the distributions allocable to the Class C Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Warrant AgreementMortgage Loans")) secured by first and second liens on one- to four-family residential properties CWALT, between Inc., as Depositor This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Company and [Depositor, the Master Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that ____________________] _ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the "Warrant Agent") and are subject to the terms and provisions contained in the Warrant Agreement, to all of which terms and provisions each Warrantholder consents by acceptance denomination of this Warrant Certificate or a beneficial interest therein and which Warrant Agreement is hereby incorporated by reference in and made a part the aggregate Initial Notional Amount of this Warrant Certificate. Without limiting the foregoing, all capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Warrant Agreement. A copy Certificates of the Warrant Agreement is on file at the Warrant Agent's Office. The Warrants constitute Class to which this Certificate belongs) in certain monthly distributions with respect to a separate series of Universal Warrants under the Warrant Agreement. The Warrants are unsecured contractual obligations Trust Fund consisting primarily of the Company and rank pari passu with the Company's other unsecured contractual obligations and with the Company's unsecured and unsubordinated debt. Subject to the provisions hereof and the Warrant Agreement, each Warrant may be exercised during the dates of exercise set forth on the face hereof Mortgage Loans deposited by delivering or causing to be delivered this Warrant Certificate, the Exercise Notice, duly completed and executed, and the Exercise Property for each such Warrant to the Warrant Agent's Window, in the Borough of Manhattan, The City of New York, which is, on the date hereof (unless otherwise specified herein), [__________________________________________, Attention: _________________,] or at such other address as the Warrant Agent may specify from time to time. Each Warrant entitles the Warrantholder to receive, upon exercise, the Warrant Property set forth on the face hereof. The Warrant Agreement and the terms of the Warrants are subject to amendment as provided in the Warrant Agreement. This Warrant Certificate shall be governed by, and interpreted in accordance with, the laws of the State of New York. [Designation of Universal Warrants] Exercise Notice [Warrant Agent Name and Address] Attention: [________________] The undersigned (the "Registered Holder") hereby irrevocably exercises _______ Warrants (the "Exercised Warrants") and delivers to you herewith a Warrant Certificate or Certificates, registered in the Registered Holder's name, representing a number of Warrants at least equal to the number of Exercised Warrants, and the Exercise Property with respect thereto. The Registered Holder hereby directs the Warrant Agent (a) to deliver the Warrant Property as follows: and (b) if the number of Exercised Warrants is less than the number of Warrants represented by the enclosed Warrant Certificate, to deliver a Warrant Certificate representing the unexercised Warrants to: Dated: -------------------------------------- (Registered Holder) By: --------------------------------- Authorized Signatory Address: Telephone: [If Warrant is a Global Warrant, insert this Schedule A.] SCHEDULE A [Designation of Universal Warrants] GLOBAL UNIVERSAL WARRANT SCHEDULE OF EXCHANGES The initial number of Universal Warrants represented by this Global Universal Warrant is __________. In accordance with the Universal Warrant Agreement dated as of ________, 20__ between the Issuer and _______________________, as Warrant Agent, the following reductions as a result of the exercise of the number of Universal Warrants indicated below have been made: Reduced Number Number of Outstanding Notation Made Date of Exchange Universal Following Such by or on Behalf of Excise Warrants Exercised Exercise of Warrant Agent EXHIBIT B FORM OF REGISTERED PUT WARRANT CERTIFICATE [FACE OF REGISTERED PUT WARRANT CERTIFICATE] No. _____ CUSIP No. __________ [Unless and until it is exchanged in whole or in part for Universal Warrants in definitive registered form, this Warrant Certificate and the Universal Warrants evidenced hereby may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.] CREDIT SUISSE FIRST BOSTON (USA), INC. [Designation of Universal Warrants] NUMBER OF WARRANTS EVIDENCED BY THIS CERTIFICATE: [UP TO ____] CASH SETTLEMENT VALUE PER WARRANT (OR METHOD OF DETERMINING SAME): [WARRANT PROPERTY:] [AMOUNT OF WARRANT PROPERTY SALABLE PER WARRANT:] [PUT PRICE FOR SUCH SPECIFIED AMOUNT OF WARRANT PROPERTY PER WARRANT:] [METHOD OF DELIVERY OF ANY WARRANT PROPERTY TO BE DELIVERED FOR SALE UPON EXERCISE OF WARRANTS:] DATES OF EXERCISE: OTHER TERMS: This Warrant Certificate certifies that __________, or registered assigns, is the Registered Holder of the number of [Designation of Universal Warrants] (the "Warrants") [specified above] [specified on Schedule A hereto]. Upon receipt by the Warrant Agent of this Warrant Certificate, the exercise notice on the reverse hereof (or an exercise notice in substantially identical form delivered herewith)(the "Exercise Notice"), duly completed and executed, and the Amount of Warrant Property saleable per Warrant set forth above, adjusted, if applicable, as set forth above, for each Warrant to be exercised, delivered as set forth above at the Warrant Agent's Window, Attention: _________________, in the Borough of Manhattan, The City of New York (which is, on the date hereof, _________________________________, Attention: ____________________), each Warrant evidenced hereby entitles the Registered Holder hereof to receive, subject to the terms and conditions set forth herein and in the Warrant Agreement (as defined below), from Credit Suisse First Boston (USA)CWALT, Inc. (the "CompanyDepositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among the [Cash Settlement Value][Put Price] per Warrant Depositor, Countrywide Home Loans, Inc., as a seller ("CHL"), Park Granada LLC, as a seller ("Park Granada"), Park Monaco, Inc., as a seller ("Park Monaco"), and Park Sienna LLC, as a seller ("Park Sienna" and, together with CHL, Park Granada and Park Monaco, the "Sellers"), Countrywide Home Loans Servicing LP, as master servicer (the "Master Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Class C Certificates on such Distribution Date pursuant to Section 4.02 of the Agreement. Unless otherwise indicated aboveThe Record Date applicable to each Distribution Date is the last Business Day of the month immediately preceding such Distribution Date. Distributions on this Certificate shall be made by wire transfer of immediately available funds to the account of the Holder hereof at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have so notified the Trustee in writing at least five Business Days prior to the related Record Date and such Certificateholder shall hold 100% of a Warrant Class of Regular Certificates or of Certificates with an aggregate Initial Certificate Balance of $1,000,000 or more, or, if not, by check mailed by first class mail to the address of such Certificateholder appearing in the Certificate Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the Corporate Trust Office or such other location specified in the notice to Certificateholders of such final distribution. No transfer of a Class C Certificate shall be made unless such transfer is made pursuant to an effective registration statement under the Act and any applicable state securities laws or is exempt from the registration requirements under the Act and such laws. In the event that a transfer is to be made in reliance upon an exemption from the Act and such laws, in order to assure compliance with the Act and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder's prospective transferee shall each certify to the Trustee in writing the facts surrounding the transfer. In the event that such a transfer is to be made within two years from the date of the initial issuance of Certificates, there shall also be delivered (except in the case of a transfer pursuant to Rule 144A of the Regulations promulgated pursuant to the Act) to the Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Act and such state securities laws, which Opinion of Counsel shall not be obtained at the expense of the Trustee, the Master Servicer or the Depositor. The Holder hereof desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of a Class C Certificate shall be made unless the Trustee shall have received either (i) a representation from the transferee of such Certificate acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to section 406 of ERISA or a plan subject to section 4975 of the Code, or a Person acting on behalf of any such plan or using the assets of any such plan, or (ii) in the case of any Class C Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or a plan subject to section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of or investing plan assets of any such plan, an Opinion of Counsel satisfactory to the Trustee to the effect that the purchase or holding of such Class C Certificate will not require result in a non-exempt prohibited transaction under ERISA or entitle a Warrantholder Section 4975 of the Code and will not subject the Trustee to sell or deliver any obligation in addition to those expressly undertaken in the Agreement, which Opinion of Counsel shall not be an expense of the Trustee. Notwithstanding anything else to the Company, nor will the Company be under any obligation to, nor will it, purchase or take delivery from any Warrantholder ofcontrary herein, any Warrant Property, and upon exercise purported transfer of a Warrant, the Company will make only Class C Certificate to or on behalf of an employee benefit plan subject to section 406 of ERISA or a cash payment in the amount plan subject to section 4975 of the Cash Settlement Value or Put Price per Warrant. Warrantholders will not receive any interest on any Cash Settlement Value. Reference is hereby made Code without the delivery to the further provisions Trustee of an Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. This Class C Certificate may not be pledged or used as collateral for any other obligation if it would cause any portion of the Trust Fund to be treated as a taxable mortgage pool under Section 7701(i) of the Code. Each Holder of this Warrant Class C Certificate set forth on will be deemed to have agreed to be bound by the reverse hereof and such further provisions shall for all purposes have the same effect as though fully transfer restrictions set forth in this placethe Agreement and all other terms and provisions of the Agreement. This Warrant Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless countersigned the certificate of authentication hereon has been manually executed by an authorized officer of the Warrant Agent.Trustee. * * *

Countersigned. as Warrant Agent By: ------------------------------- By --------------------------- Authorized Signatory of THE BANK OF NEW YORK, as Trustee EXHIBIT D [REVERSE FORM OF REGISTERED CALL WARRANT NOTIONAL AMOUNT CERTIFICATE] CREDIT SUISSE FIRST BOSTON UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (USA"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 HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY DISTRIBUTION IN RESPECT OF PRINCIPAL. 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, AS AMENDED (THE "CODE"). [UNTIL THIS CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE EITHER (A) A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT, AND IS NOT INVESTING ASSETS OF, AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE, OR (B) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. SUCH REPRESENTATION SHALL BE DEEMED TO HAVE BEEN MADE TO THE TRUSTEE BY THE TRANSFEREE'S ACCEPTANCE OF A CERTIFICATE OF THIS CLASS AND BY A BENEFICIAL OWNER'S ACCEPTANCE OF ITS INTEREST IN A CERTIFICATE OF THIS CLASS. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, UNTIL THIS CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO, OR A PERSON INVESTING ASSETS OF, AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.] Certificate No. : Cut-off Date : First Distribution Date : Initial Notional Amount of this Certificate ("Denomination") : $ Initial Notional Amount of all Certificates of this Class : $ CUSIP : Interest Rate : Interest Only Maturity Date : CWALT, INC. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Universal Warrants issued by the Company pursuant to a Universal Warrant AgreementMortgage Pass-Through Certificates, dated as of ___________, _Series 200____-____ Class [ ] evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Warrant Agreement"), between the Company and [____________________] (the "Warrant AgentMortgage Loans") and are subject secured by first liens on one- to the terms and provisions contained in the Warrant Agreementfour-family residential properties CWALT, to all of which terms and provisions each Warrantholder consents by acceptance Inc., as Depositor The Notional Amount of this Warrant Certificate or a beneficial interest therein and which Warrant Agreement is hereby incorporated by reference in and made a part of this Warrant Certificate. Without limiting the foregoingcertificate at any time, all capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Warrant Agreement. A copy of the Warrant Agreement is on file at the Warrant Agent's Office. The Warrants constitute a separate series of Universal Warrants under the Warrant Agreement. The Warrants are unsecured contractual obligations of the Company and rank pari passu with the Company's other unsecured contractual obligations and with the Company's unsecured and unsubordinated debt. Subject to the provisions hereof and the Warrant Agreement, each Warrant may be exercised during the dates of exercise set forth on the face hereof by delivering or causing to be delivered this Warrant Certificate, the Exercise Notice, duly completed and executed, and the Exercise Property for each such Warrant to the Warrant Agent's Window, in the Borough of Manhattan, The City of New York, which is, on the date hereof (unless otherwise specified herein), [__________________________________________, Attention: _________________,] or at such other address as the Warrant Agent may specify from time to time. Each Warrant entitles the Warrantholder to receive, upon exercise, the Warrant Property set forth on the face hereof. The Warrant Agreement and the terms of the Warrants are subject to amendment as provided in the Warrant Agreement. This Warrant Certificate shall be governed by, and interpreted in accordance with, the laws of the State of New York. [Designation of Universal Warrants] Exercise Notice [Warrant Agent Name and Address] Attention: [________________] The undersigned (the "Registered Holder") hereby irrevocably exercises _______ Warrants (the "Exercised Warrants") and delivers to you herewith a Warrant Certificate or Certificates, registered in the Registered Holder's name, representing a number of Warrants at least equal to the number of Exercised Warrants, and the Exercise Property with respect thereto. The Registered Holder hereby directs the Warrant Agent (a) to deliver the Warrant Property as follows: and (b) if the number of Exercised Warrants is less than the number of Warrants represented Notional Amount as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the enclosed Warrant Certificate, to deliver a Warrant Certificate representing the unexercised Warrants to: Dated: -------------------------------------- (Registered Holder) By: --------------------------------- Authorized Signatory Address: Telephone: [If Warrant is a Global Warrant, insert this Schedule A.] SCHEDULE A [Designation of Universal Warrants] GLOBAL UNIVERSAL WARRANT SCHEDULE OF EXCHANGES The initial number of Universal Warrants represented by this Global Universal Warrant is __________. In accordance with the Universal Warrant Agreement dated as of ________, 20__ between the Issuer and _______________________, as Warrant AgentDepositor, the following reductions as a result of Sellers, the exercise of Master Servicer or the number of Universal Warrants indicated Trustee referred to below have been made: Reduced Number Number of Outstanding Notation Made Date of Exchange Universal Following Such by or on Behalf of Excise Warrants Exercised Exercise of Warrant Agent EXHIBIT B FORM OF REGISTERED PUT WARRANT CERTIFICATE [FACE OF REGISTERED PUT WARRANT CERTIFICATE] No. _____ CUSIP No. __________ [Unless and until it is exchanged in whole or in part for Universal Warrants in definitive registered form, this Warrant Certificate and the Universal Warrants evidenced hereby may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or a nominee of such successor Depositary.] CREDIT SUISSE FIRST BOSTON (USA), INCinsured by any governmental agency or instrumentality. [Designation of Universal Warrants] NUMBER OF WARRANTS EVIDENCED BY THIS CERTIFICATE: [UP TO ____] CASH SETTLEMENT VALUE PER WARRANT (OR METHOD OF DETERMINING SAME): [WARRANT PROPERTY:] [AMOUNT OF WARRANT PROPERTY SALABLE PER WARRANT:] [PUT PRICE FOR SUCH SPECIFIED AMOUNT OF WARRANT PROPERTY PER WARRANT:] [METHOD OF DELIVERY OF ANY WARRANT PROPERTY TO BE DELIVERED FOR SALE UPON EXERCISE OF WARRANTS:] DATES OF EXERCISE: OTHER TERMS: This Warrant Certificate certifies that __________, or registered assigns, _ is the Registered Holder registered owner of the number Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of [Designation of Universal Warrants] (the "Warrants") [specified above] [specified on Schedule A hereto]. Upon receipt this Certificate by the Warrant Agent of this Warrant Certificate, the exercise notice on the reverse hereof (or an exercise notice in substantially identical form delivered herewith)(the "Exercise Notice"), duly completed and executed, and the aggregate Initial Notional Amount of Warrant Property saleable per Warrant set forth above, adjusted, if applicable, as set forth above, for each Warrant all Certificates of the Class to be exercised, delivered as set forth above at which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Warrant Agent's Window, Attention: _________________, in the Borough of Manhattan, The City of New York (which is, on the date hereof, _________________________________, Attention: ____________________), each Warrant evidenced hereby entitles the Registered Holder hereof to receive, subject to the terms and conditions set forth herein and in the Warrant Agreement (as defined below), from Credit Suisse First Boston (USA)Mortgage Loans deposited by CWALT, Inc. (the "CompanyDepositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among the Depositor, Countrywide Home Loans, Inc., as a seller ("CHL"), Park Granada LLC, as a seller ("Park Granada"), Park Monaco, Inc., as a seller ("Park Monaco"), and Park Sienna LLC, as a seller ("Park Sienna" and, together with CHL, Park Granada and Park Monaco, the "Sellers"), Countrywide Home Loans Servicing LP, as master servicer (the "Master Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. [Cash Settlement Value][Put Price] per Warrant specified aboveUntil this certificate has been the subject of an ERISA-Qualifying Underwriting, no transfer of a Certificate of this Class shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or a plan or arrangement subject to Section 4975 of the Code, or a person acting on behalf of or investing plan assets of any such benefit plan or arrangement, which representation letter shall not be an expense of the Trustee, the Master Servicer or the Trust Fund, or (ii) in the case of any such Certificate presented for registration in the name of an employee benefit plan subject to ERISA or a plan or arrangement subject to Section 4975 of the Code (or comparable provisions of any subsequent enactments), a trustee of any such benefit plan or arrangement or any other person acting on behalf of any such benefit plan or arrangement, an Opinion of Counsel satisfactory to the Trustee to the effect that the purchase and holding of such Certificate will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in the Agreement, which Opinion of Counsel shall not be an expense of the Trustee, the Master Servicer or the Trust Fund. Unless otherwise indicated When the transferee delivers the Opinion of Counsel described above, a Warrant will not require or entitle a Warrantholder such representation shall be deemed to sell or deliver have been made to the CompanyTrustee by the Transferee's acceptance of a Certificate of this Class and by a beneficial owner's acceptance of its interest in a Certificate of this Class. Notwithstanding anything else to the contrary herein, nor will until such certificate has been the Company be under subject of an ERISA-Qualifying Underwriting, any obligation purported transfer of a Certificate of this Class to, nor will it, purchase or take delivery from any Warrantholder a person investing assets of, any Warrant Property, and upon exercise of an employee benefit plan subject to ERISA or a Warrant, the Company will make only a cash payment in the amount plan or arrangement subject to Section 4975 of the Cash Settlement Value or Put Price per Warrant. Warrantholders will not receive any interest on any Cash Settlement Value. Code without the opinion of counsel satisfactory to the Trustee as described above shall be void and of no effect.] Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such hereof, which further provisions shall for all purposes have the same effect as though fully if set forth in at this place. This Warrant Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Warrant Agent.Trustee. * * *

Countersigned. as Warrant Agent By: ------------------------------- By --------------------------- Authorized Signatory of BANKERS TRUST COMPANY OF CALIFORNIA, N.A., as Trustee EXHIBIT C [REVERSE FORM OF REGISTERED CALL WARRANT RESIDUAL CERTIFICATE] CREDIT SUISSE FIRST BOSTON 115 SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL 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, AS AMENDED (USATHE "CODE"). NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. THIS CLASS R-1 CERTIFICATE HAS NO PRINCIPAL BALANCE, INCDOES NOT BEAR INTEREST AND WILL NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED IN THE AGREEMENT REFERRED TO HEREIN. The Warrants NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE, OR AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT. Certificate No. : R-1 Percentage Interest evidenced by this Warrant Certificate are part : 99.99% MELLON RESIDENTIAL FUNDING CORPORATION. Mortgage Pass-Through Certificates, Series MHELT 1999-1 Class R evidencing the distributions allocable to the Class R Certificates with respect to a Trust Fund consisting primarily of a duly authorized issue pool of Universal Warrants issued by the Company pursuant to a Universal Warrant Agreement, dated as of ___________, _____ fixed-rate mortgage loans (the "Warrant Agreement"), between the Company and [____________________] (the "Warrant AgentMortgage Loans") secured by first or second liens on one- to four-family residential properties MELLON RESIDENTIAL FUNDING CORPORATION, as Depositor This Certificate does not evidence an obligation of, or an interest in, and are subject to is not guaranteed by the terms and provisions contained in the Warrant Agreement, to all of which terms and provisions each Warrantholder consents by acceptance of this Warrant Certificate or a beneficial interest therein and which Warrant Agreement is hereby incorporated by reference in and made a part of this Warrant Certificate. Without limiting the foregoing, all capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Warrant Agreement. A copy of the Warrant Agreement is on file at the Warrant Agent's Office. The Warrants constitute a separate series of Universal Warrants under the Warrant Agreement. The Warrants are unsecured contractual obligations of the Company and rank pari passu with the Company's other unsecured contractual obligations and with the Company's unsecured and unsubordinated debt. Subject to the provisions hereof and the Warrant Agreement, each Warrant may be exercised during the dates of exercise set forth on the face hereof by delivering or causing to be delivered this Warrant CertificateDepositor, the Exercise Notice, duly completed and executed, and the Exercise Property for each such Warrant to the Warrant Agent's Window, in the Borough of Manhattan, The City of New York, which is, on the date hereof (unless otherwise specified herein), [__________________________________________, Attention: _________________,] or at such other address as the Warrant Agent may specify from time to time. Each Warrant entitles the Warrantholder to receive, upon exerciseSeller, the Warrant Property set forth on Master Servicer or the face hereof. The Warrant Agreement and the terms of the Warrants are subject Trustee referred to amendment as provided in the Warrant Agreement. This Warrant Certificate shall be governed by, and interpreted in accordance with, the laws of the State of New York. [Designation of Universal Warrants] Exercise Notice [Warrant Agent Name and Address] Attention: [________________] The undersigned (the "Registered Holder") hereby irrevocably exercises _______ Warrants (the "Exercised Warrants") and delivers to you herewith a Warrant Certificate or Certificates, registered in the Registered Holder's name, representing a number of Warrants at least equal to the number of Exercised Warrants, and the Exercise Property with respect thereto. The Registered Holder hereby directs the Warrant Agent (a) to deliver the Warrant Property as follows: and (b) if the number of Exercised Warrants is less than the number of Warrants represented by the enclosed Warrant Certificate, to deliver a Warrant Certificate representing the unexercised Warrants to: Dated: -------------------------------------- (Registered Holder) By: --------------------------------- Authorized Signatory Address: Telephone: [If Warrant is a Global Warrant, insert this Schedule A.] SCHEDULE A [Designation of Universal Warrants] GLOBAL UNIVERSAL WARRANT SCHEDULE OF EXCHANGES The initial number of Universal Warrants represented by this Global Universal Warrant is __________. In accordance with the Universal Warrant Agreement dated as of ________, 20__ between the Issuer and _______________________, as Warrant Agent, the following reductions as a result of the exercise of the number of Universal Warrants indicated below have been made: Reduced Number Number of Outstanding Notation Made Date of Exchange Universal Following Such by or on Behalf of Excise Warrants Exercised Exercise of Warrant Agent EXHIBIT B FORM OF REGISTERED PUT WARRANT CERTIFICATE [FACE OF REGISTERED PUT WARRANT CERTIFICATE] No. _____ CUSIP No. __________ [Unless and until it is exchanged in whole or in part for Universal Warrants in definitive registered form, this Warrant Certificate and the Universal Warrants evidenced hereby may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or a nominee of such successor Depositaryinsured by any governmental agency or instrumentality.] CREDIT SUISSE FIRST BOSTON (USA), INC. [Designation of Universal Warrants] NUMBER OF WARRANTS EVIDENCED BY THIS CERTIFICATE: [UP TO ____] CASH SETTLEMENT VALUE PER WARRANT (OR METHOD OF DETERMINING SAME): [WARRANT PROPERTY:] [AMOUNT OF WARRANT PROPERTY SALABLE PER WARRANT:] [PUT PRICE FOR SUCH SPECIFIED AMOUNT OF WARRANT PROPERTY PER WARRANT:] [METHOD OF DELIVERY OF ANY WARRANT PROPERTY TO BE DELIVERED FOR SALE UPON EXERCISE OF WARRANTS:] DATES OF EXERCISE: OTHER TERMS: This Warrant Certificate certifies that __________, or registered assigns, is the Registered Holder of the number of [Designation of Universal Warrants] (the "Warrants") [specified above] [specified on Schedule A hereto]. Upon receipt by the Warrant Agent of this Warrant Certificate, the exercise notice on the reverse hereof (or an exercise notice in substantially identical form delivered herewith)(the "Exercise Notice"), duly completed and executed, and the Amount of Warrant Property saleable per Warrant set forth above, adjusted, if applicable, as set forth above, for each Warrant to be exercised, delivered as set forth above at the Warrant Agent's Window, Attention: _________________, in the Borough of Manhattan, The City of New York (which is, on the date hereof, _________________________________, Attention: ____________________), each Warrant evidenced hereby entitles the Registered Holder hereof to receive, subject to the terms and conditions set forth herein and in the Warrant Agreement (as defined below), from Credit Suisse First Boston (USA), Inc. (the "Company") the [Cash Settlement Value][Put Price] per Warrant specified above. Unless otherwise indicated above, a Warrant will not require or entitle a Warrantholder to sell or deliver to the Company, nor will the Company be under any obligation to, nor will it, purchase or take delivery from any Warrantholder of, any Warrant Property, and upon exercise of a Warrant, the Company will make only a cash payment in the amount of the Cash Settlement Value or Put Price per Warrant. Warrantholders will not receive any interest on any Cash Settlement Value. Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent.

Countersigned. as Warrant Depositary, Transfer Agent and Registrar By: ------------------------------- Authorized Signatory [REVERSE OF REGISTERED CALL WARRANT CERTIFICATE] CREDIT SUISSE FIRST BOSTON (USA)------------------------------------------- AUTHORIZED OFFICER SAUL CENTERS, INC. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Universal Warrants issued by the Company pursuant to a Universal Warrant AgreementTHE DEPOSITARY SHARES REPRESENTED BY THIX XXPOSITARY RECEIPT ARE SUBJECT TO THE PROVISIONS OF THE CHARTER AND BYLAWS OF THE CORPORATION, dated as of ___________INCLUDING, ___BUT NOT LIMITED TO, (1) SECTION __ (the "Warrant Agreement")OF THE ARTICLES SUPPLEMENTARY RELATING TO THE STOCK, between the Company and [____________________] (the "Warrant Agent") and are subject to the terms and provisions contained in the Warrant AgreementWHICH CONFERS UPON THE CORPORATION THE RIGHT, to all of which terms and provisions each Warrantholder consents by acceptance of this Warrant Certificate or a beneficial interest therein and which Warrant Agreement is hereby incorporated by reference in and made a part of this Warrant Certificate. Without limiting the foregoing, all capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Warrant Agreement. A copy of the Warrant Agreement is on file at the Warrant Agent's Office. The Warrants constitute a separate series of Universal Warrants under the Warrant Agreement. The Warrants are unsecured contractual obligations of the Company and rank pari passu with the Company's other unsecured contractual obligations and with the Company's unsecured and unsubordinated debt. Subject to the provisions hereof and the Warrant Agreement, each Warrant may be exercised during the dates of exercise set forth on the face hereof by delivering or causing to be delivered this Warrant Certificate, the Exercise Notice, duly completed and executed, and the Exercise Property for each such Warrant to the Warrant Agent's Window, in the Borough of Manhattan, The City of New York, which is, on the date hereof (unless otherwise specified herein), [_____________________________ON OR AFTER _____________, Attention: 20_________________,] or at such other address as the Warrant Agent may specify from time to time. Each Warrant entitles the Warrantholder to receive, upon exerciseTO CALL FOR REDEMPTION THE STOCK, the Warrant Property set forth on the face hereof. The Warrant Agreement and the terms of the Warrants are subject to amendment as provided in the Warrant Agreement. This Warrant Certificate shall be governed by, and interpreted in accordance with, the laws of the State of New York. [Designation of Universal Warrants] Exercise Notice [Warrant Agent Name and Address] Attention: [________________] The undersigned (the "Registered Holder"2) hereby irrevocably exercises ____SECTION ___ Warrants OF THE ARTICLES SUPPLEMENTARY AND ARTICLE VI, SECTION 4 OF THE CHARTER OF THE CORPORATION WHICH IMPOSE CERTAIN RESTRICTIONS ON TRANSFER OR OWNERSHIP OF THE COMMON STOCK AND THE PREFERRED STOCK (the INCLUDING THE STOCK AND, ACCORDINGLY, THE DEPOSITARY SHARES REPRESENTING THE STOCK, AND THE DEPOSITARY RECEIPTS EVIDENCING THE DEPOSITARY SHARES) OF THE CORPORATION FOR THE PURPOSE OF THE CORPORATION'S MAINTENANCE OF ITS STATUS OF A "Exercised Warrants"REAL ESTATE INVESTMENT TRUST" UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, INCLUDING PROVISIONS THEREOF WHICH PROVIDE (A) and delivers THAT GENERALLY NO PERSON MAY ACQUIRE OR HOLD, BENEFICIALLY OR CONSTRUCTIVELY, IN EXCESS OF 5.0% IN VALUE OF THE CORPORATION'S COMBINED OUTSTANDING SHARES OF COMMON STOCK AND PREFERRED STOCK (INCLUDING THE STOCK), WITH THE EXCEPTION OF entities affiliated with B. Francis Saul II, which are restricted to you herewith a Warrant Certificate or Certificates, registered 24.9% in the Registered Holder's name, representing a number of Warrants at least equal to the number of Exercised Warrants, and the Exercise Property with respect thereto. The Registered Holder hereby directs the Warrant Agent (a) to deliver the Warrant Property as follows: and (b) if the number of Exercised Warrants is less than the number of Warrants represented by the enclosed Warrant Certificate, to deliver a Warrant Certificate representing the unexercised Warrants to: Dated: -------------------------------------- (Registered Holder) By: --------------------------------- Authorized Signatory Address: Telephone: [If Warrant is a Global Warrant, insert this Schedule A.] SCHEDULE A [Designation of Universal Warrants] GLOBAL UNIVERSAL WARRANT SCHEDULE OF EXCHANGES The initial number of Universal Warrants represented by this Global Universal Warrant is __________. In accordance with the Universal Warrant Agreement dated as of ________, 20__ between the Issuer and _______________________, as Warrant Agent, the following reductions as a result value of the exercise of the number of Universal Warrants indicated below have been made: Reduced Number Number of Outstanding Notation Made Date of Exchange Universal Following Such by or on Behalf of Excise Warrants Exercised Exercise of Warrant Agent EXHIBIT B FORM Corxxxxxxxx'x xxxxxxxd outstanding common and preferred stock; AND (B) THAT ABSENT AN EXEMPTION OR WAIVER BY THE CORPORATION'S BOARD OF REGISTERED PUT WARRANT CERTIFICATE [FACE DIRECTORS, SHARES OF REGISTERED PUT WARRANT CERTIFICATE] NoSTOCK THAT ARE PURPORTEDLY TRANSFERRED IN EXCESS OF THE OWNERSHIP LIMIT WILL BE VOID AB INITIO AND WILL BE AUTOMATICALLY TRANSFERRED TO A TRUST FOR THE EXCLUSIVE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES, AND THE PURPORTED TRANSFEREE WILL NOT ACQUIRE ANY RIGHTS IN SUCH SHARES. _____ CUSIP No. __________ [Unless and until it is exchanged in whole or in part for Universal Warrants in definitive registered formTHE TERMS "PERSON", this Warrant Certificate and the Universal Warrants evidenced hereby may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary"BENEFICIALLY OWN" AND "CONSTRUCTIVELY OWN", AS USED ABOVE SHALL HAVE THE MEANINGS ASCRIBED IN THE CHARTER OF THE CORPORATION, A COPY OF WHICH WILL BE SENT WITHOUT CHARGE TO EACH HOLDER HEREOF WHO SO REQUESTS.] CREDIT SUISSE FIRST BOSTON (USA), INC. [Designation of Universal Warrants] NUMBER OF WARRANTS EVIDENCED BY THIS CERTIFICATE: [UP TO ____] CASH SETTLEMENT VALUE PER WARRANT (OR METHOD OF DETERMINING SAME): [WARRANT PROPERTY:] [AMOUNT OF WARRANT PROPERTY SALABLE PER WARRANT:] [PUT PRICE FOR SUCH SPECIFIED AMOUNT OF WARRANT PROPERTY PER WARRANT:] [METHOD OF DELIVERY OF ANY WARRANT PROPERTY TO BE DELIVERED FOR SALE UPON EXERCISE OF WARRANTS:] DATES OF EXERCISE: OTHER TERMS: This Warrant Certificate certifies that __________, or registered assigns, is the Registered Holder of the number of [Designation of Universal Warrants] (the "Warrants") [specified above] [specified on Schedule A hereto]. Upon receipt by the Warrant Agent of this Warrant Certificate, the exercise notice on the reverse hereof (or an exercise notice in substantially identical form delivered herewith)(the "Exercise Notice"), duly completed and executed, and the Amount of Warrant Property saleable per Warrant set forth above, adjusted, if applicable, as set forth above, for each Warrant to be exercised, delivered as set forth above at the Warrant Agent's Window, Attention: _________________, in the Borough of Manhattan, The City of New York (which is, on the date hereof, _________________________________, Attention: ____________________), each Warrant evidenced hereby entitles the Registered Holder hereof to receive, subject to the terms and conditions set forth herein and in the Warrant Agreement (as defined below), from Credit Suisse First Boston (USA), Inc. (the "Company") the [Cash Settlement Value][Put Price] per Warrant specified above. Unless otherwise indicated above, a Warrant will not require or entitle a Warrantholder to sell or deliver to the Company, nor will the Company be under any obligation to, nor will it, purchase or take delivery from any Warrantholder of, any Warrant Property, and upon exercise of a Warrant, the Company will make only a cash payment in the amount of the Cash Settlement Value or Put Price per Warrant. Warrantholders will not receive any interest on any Cash Settlement Value. Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent.

Countersigned. as Warrant Depositary, Transfer Agent and Registrar ------------------ By: ------------------------------- Authorized Signatory [REVERSE OF REGISTERED CALL WARRANT CERTIFICATE] CREDIT SUISSE FIRST BOSTON (USA)----------------------------------- AUTHORIZED OFFICER NEW PLAN EXCEL REALTY TRUST, INC. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Universal Warrants issued by the Company pursuant to a Universal Warrant Agreement, dated as of ___________, _____ (the "Warrant Agreement"), between the Company and [____________________] (the "Warrant Agent") and are subject to the terms and provisions contained in the Warrant Agreement, to all of which terms and provisions each Warrantholder consents by acceptance of this Warrant Certificate or a beneficial interest therein and which Warrant Agreement is hereby incorporated by reference in and made a part of this Warrant Certificate. Without limiting the foregoing, all capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Warrant Agreement. A copy of the Warrant Agreement is on file at the Warrant Agent's Office. The Warrants constitute a separate series of Universal Warrants under the Warrant Agreement. The Warrants are unsecured contractual obligations of the Company and rank pari passu with the Company's other unsecured contractual obligations and with the Company's unsecured and unsubordinated debt. Subject to the provisions hereof and the Warrant Agreement, each Warrant may be exercised during the dates of exercise set forth on the face hereof by delivering or causing to be delivered this Warrant Certificate, the Exercise Notice, duly completed and executed, and the Exercise Property for each such Warrant to the Warrant Agent's Window, in the Borough of Manhattan, The City of New York, which is, on the date hereof (unless otherwise specified herein), [__________________________________________, Attention: _________________,] or at such other address as the Warrant Agent may specify from time to time. Each Warrant entitles the Warrantholder to receive, upon exercise, the Warrant Property set forth on the face hereof. The Warrant Agreement and the terms of the Warrants are subject to amendment as provided in the Warrant Agreement. This Warrant Certificate shall be governed by, and interpreted in accordance with, the laws of the State of New York. [Designation of Universal Warrants] Exercise Notice [Warrant Agent Name and Address] Attention: [________________] The undersigned (the "Registered Holder") hereby irrevocably exercises _______ Warrants (the "Exercised Warrants") and delivers to you herewith a Warrant Certificate or Certificates, registered in the Registered Holder's name, representing a number of Warrants at least equal to the number of Exercised Warrants, and the Exercise Property with respect thereto. The Registered Holder hereby directs the Warrant Agent (a) to deliver the Warrant Property as follows: and (b) if the number of Exercised Warrants is less than the number of Warrants represented by the enclosed Warrant Certificate, to deliver a Warrant Certificate representing the unexercised Warrants to: Dated: -------------------------------------- (Registered Holder) By: --------------------------------- Authorized Signatory Address: Telephone: [If Warrant is a Global Warrant, insert this Schedule A.] SCHEDULE A [Designation of Universal Warrants] GLOBAL UNIVERSAL WARRANT SCHEDULE OF EXCHANGES The initial number of Universal Warrants represented by this Global Universal Warrant is __________. In accordance with the Universal Warrant Agreement dated as of ________, 20__ between the Issuer and _______________________, as Warrant Agent, the following reductions as a result of the exercise of the number of Universal Warrants indicated below have been made: Reduced Number Number of Outstanding Notation Made Date of Exchange Universal Following Such by or on Behalf of Excise Warrants Exercised Exercise of Warrant Agent EXHIBIT B FORM OF REGISTERED PUT WARRANT CERTIFICATE [FACE OF REGISTERED PUT WARRANT CERTIFICATE] No. _____ CUSIP No. __________ [Unless and until it is exchanged in whole or in part for Universal Warrants in definitive registered form, this Warrant Certificate and the Universal Warrants evidenced hereby may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.] CREDIT SUISSE FIRST BOSTON (USA), INC. [Designation of Universal Warrants] NUMBER OF WARRANTS EVIDENCED THE DEPOSITARY SHARES REPRESENTED BY THIS CERTIFICATE: [UP DEPOSITARY RECEIPT ARE SUBJECT TO ____] CASH SETTLEMENT VALUE PER WARRANT THE PROVISIONS OF THE CHARTER AND BYLAWS OF THE CORPORATION, INCLUDING, BUT NOT LIMITED TO, (1) SECTION 5 OF THE ARTICLES SUPPLEMENTARY RELATING TO THE STOCK, WHICH CONFERS UPON THE CORPORATION THE RIGHT, ON OR AFTER JANUARY 13, 2003, TO CALL FOR REDEMPTION THE STOCK, (2) SECTION 9 OF THE ARTICLES SUPPLEMENTARY AND ARTICLE VII OF THE CHARTER OF THE CORPORATION WHICH IMPOSE CERTAIN RESTRICTIONS ON TRANSFER OR OWNERSHIP OF THE COMMON STOCK AND THE PREFERRED STOCK (INCLUDING THE STOCK AND, ACCORDINGLY, THE DEPOSITARY SHARES REPRESENTING THE STOCK, AND THE DEPOSITARY RECEIPTS) OF THE CORPORATION FOR THE PURPOSE OF THE CORPORATION'S MAINTENANCE OF ITS STATUS OF A "REAL ESTATE INVESTMENT TRUST" UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, INCLUDING PROVISIONS THEREOF WHICH PROVIDE (A) THAT NO PERSON MAY BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES OF COMMON STOCK AND/OR PREFERRED STOCK (INCLUDING THE STOCK) IN EXCESS OF 9.8% (OR METHOD SUCH GREATER PERCENTAGES AS MAY BE DETERMINED BY THE BOARD OF DETERMINING SAME): [WARRANT PROPERTY:] [AMOUNT DIRECTORS OF WARRANT PROPERTY SALABLE PER WARRANT:] [PUT PRICE THE CORPORATION) OF THE VALUE OF THE OUTSTANDING COMMON STOCK AND PREFERRED STOCK OF THE CORPORATION; (B) THAT ANY PERSON WHO ATTEMPTS OR PROPOSES TO BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES OF COMMON STOCK OR PREFERRED STOCK IN EXCESS OF THE ABOVE LIMITATION MUST NOTIFY THE CORPORATION; (C) THAT, IF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP ARE VIOLATED, THE SUBJECT SECURITIES MAY BE AUTOMATICALLY TRANSFERRED TO A TRUST FOR SUCH SPECIFIED AMOUNT THE BENEFIT OF WARRANT PROPERTY PER WARRANT:] [METHOD OF DELIVERY OF ANY WARRANT PROPERTY ONE OR MORE CHARITABLE ORGANIZATIONS TO BE DELIVERED FOR SALE UPON EXERCISE DESIGNATED BY THE CORPORATION; AND (D) THAT ANY TRANSFER IN VIOLATION OF WARRANTS:] DATES THE LIMITATIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. THE TERMS "PERSON", "BENEFICIALLY OWN" AND "CONSTRUCTIVELY OWN", AS USED ABOVE SHALL HAVE THE MEANINGS ASCRIBED IN THE CHARTER OF EXERCISE: OTHER TERMS: This Warrant Certificate certifies that __________THE CORPORATION, or registered assigns, is the Registered Holder of the number of [Designation of Universal Warrants] (the "Warrants") [specified above] [specified on Schedule A hereto]. Upon receipt by the Warrant Agent of this Warrant Certificate, the exercise notice on the reverse hereof (or an exercise notice in substantially identical form delivered herewith)(the "Exercise Notice"), duly completed and executed, and the Amount of Warrant Property saleable per Warrant set forth above, adjusted, if applicable, as set forth above, for each Warrant to be exercised, delivered as set forth above at the Warrant Agent's Window, Attention: _________________, in the Borough of Manhattan, The City of New York (which is, on the date hereof, _________________________________, Attention: ____________________), each Warrant evidenced hereby entitles the Registered Holder hereof to receive, subject to the terms and conditions set forth herein and in the Warrant Agreement (as defined below), from Credit Suisse First Boston (USA), Inc. (the "Company") the [Cash Settlement Value][Put Price] per Warrant specified above. Unless otherwise indicated above, a Warrant will not require or entitle a Warrantholder to sell or deliver to the Company, nor will the Company be under any obligation to, nor will it, purchase or take delivery from any Warrantholder of, any Warrant Property, and upon exercise of a Warrant, the Company will make only a cash payment in the amount of the Cash Settlement Value or Put Price per Warrant. Warrantholders will not receive any interest on any Cash Settlement Value. Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Warrant Certificate shall not be valid unless countersigned by the Warrant AgentCOPY OF WHICH WILL BE SENT WITHOUT CHARGE TO EACH HOLDER HEREOF WHO SO REQUESTS.

Countersigned. as Warrant Agent By: ------------------------------- By ---------------------------- Authorized Signatory [REVERSE of BANKERS TRUST COMPANY OF REGISTERED CALL WARRANT CALIFORNIA, N.A., as Trustee 117 SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL 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, AS AMENDED (THE "CODE"). NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. THIS CERTIFICATE REPRESENTS THE "TAX MATTERS PERSON RESIDUAL INTEREST CERTIFICATE] CREDIT SUISSE FIRST BOSTON (USA)" ISSUED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW AND MAY NOT BE TRANSFERRED TO ANY PERSON EXCEPT IN CONNECTION WITH THE ASSUMPTION BY THE TRANSFEREE OF THE DUTIES OF THE SERVICER UNDER SUCH AGREEMENT. THIS CLASS R-2 CERTIFICATE HAS NO PRINCIPAL BALANCE, INCDOES NOT BEAR INTEREST AND WILL NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED IN THE AGREEMENT REFERRED TO HEREIN. The Warrants NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE, OR AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT. Certificate No. : R-2 Percentage Interest evidenced by this Warrant Certificate are part : .01% MELLON RESIDENTIAL FUNDING CORPORATION. Mortgage Pass-Through Certificates, Series MHELT 1998-3 Class R evidencing the distributions allocable to the Class R Certificates with respect to a Trust Fund consisting primarily of a duly authorized issue pool of Universal Warrants issued fixed-rate mortgage loans (the "Mortgage Loans") secured by first or second liens on one- to four-family residential properties MELLON RESIDENTIAL FUNDING CORPORATION, as Depositor This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller, the Master Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that Bankers Trust Company of California, N.A., as Trustee is the registered owner of the Percentage Interest evidenced by this Certificate specified above in the interest represented by all Certificates of the Class to which this Certificate belongs) to a Trust Fund consisting of the Mortgage Loans deposited by Mellon Residential Funding Corporation (the "Depositor"). The Trust Fund was created pursuant to a Universal Warrant Agreement, Pooling and Servicing Agreement dated as of ___________, _____ the Cut-off Date specified above (the "Warrant Agreement") among the Depositor, Mellon Bank, N.A., as seller (in such capacity, the "Seller") and as master servicer (in such capacity, the "Master Servicer"), between the and Bankers Trust Company and [____________________] of California, N.A., as trustee (the "Warrant AgentTrustee") and are subject to ). To the terms and provisions contained in extent not defined herein, the Warrant Agreement, to all of which terms and provisions each Warrantholder consents by acceptance of this Warrant Certificate or a beneficial interest therein and which Warrant Agreement is hereby incorporated by reference in and made a part of this Warrant Certificate. Without limiting the foregoing, all capitalized terms used herein and not otherwise defined shall have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. This Certificate does not have principal balance or pass-through rate and will be entitled to distributions only to the extent set forth in the Warrant Agreement. A copy Any distribution of the Warrant Agreement is on file proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Certificate at the Warrant Agent's Office. The Warrants constitute a separate series of Universal Warrants under Corporate Trust Office or the Warrant Agreement. The Warrants are unsecured contractual obligations of office or agency maintained by the Company and rank pari passu with the Company's other unsecured contractual obligations and with the Company's unsecured and unsubordinated debt. Subject to the provisions hereof and the Warrant Agreement, each Warrant may be exercised during the dates of exercise set forth on the face hereof by delivering or causing to be delivered this Warrant Certificate, the Exercise Notice, duly completed and executed, and the Exercise Property for each such Warrant to the Warrant Agent's Window, Trustee in the Borough of Manhattan, The City of New York, which is, on the date hereof (unless otherwise specified herein), [__________________________________________, Attention: _________________,] or at such other address as the Warrant Agent may specify from time to time. Each Warrant entitles the Warrantholder to receive, upon exercise, the Warrant Property set forth on the face hereof. The Warrant Agreement and the terms of the Warrants are subject to amendment as provided in the Warrant Agreement. This Warrant Certificate shall be governed by, and interpreted in accordance with, the laws of the State of New York. [Designation No transfer of Universal Warrants] Exercise Notice [Warrant Agent Name and Address] Attention: [________________] The undersigned a Certificate of this Class shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Registered Holder") hereby irrevocably exercises _______ Warrants (the "Exercised WarrantsSecurities Act") and delivers any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such laws. In the event that a transfer is to you herewith be made in reliance upon an exemption from the Securities Act and such laws, in order to assure compliance with the Securities Act and such laws, the Holder desiring to effect such transfer and such Holder's prospective transferee shall each certify to the Trustee in writing the facts surrounding the transfer. In the event that such a Warrant Certificate or Certificatestransfer is to be made within three years from the date of the initial issuance of Certificates pursuant to the Agreement, registered there shall also be delivered (except in the Registered Holder's name, representing case of a number transfer pursuant to Rule 144A of Warrants at least equal the Securities Act) to the number Trustee of Exercised Warrantsan Opinion of Counsel 119 that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be obtained at the expense of the Trustee, the Seller or the Depositor. The Holder hereof desiring to effect such transfer shall, and does hereby agree to, indemnify the Exercise Property Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with respect theretosuch federal and state laws. The Registered No transfer of a Certificate of this Class shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or Section 4975 of the Code, nor a person acting on behalf of any such plan, which representation letter shall not be an expense of the Trustee, or (ii) in the case of any such Class R Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan, an Opinion of Counsel satisfactory to the Trustee to the effect that the purchase or holding of such Class R Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee. Notwithstanding anything else to the contrary herein, any purported transfer of a Class R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the opinion of counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder hereby directs of this Class R Certificate will be deemed to have agreed to be bound by the Warrant Agent restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be transferred without delivery to the Trustee of (a) to deliver a transfer affidavit of the Warrant Property as follows: proposed transferee and (b) if a transfer certificate of the number transferor, each of Exercised Warrants is less than such documents to be in the number of Warrants represented by form described in the enclosed Warrant CertificateAgreement, (iii) each person holding or acquiring any Ownership Interest in this Class R Certificate must agree to require a transfer affidavit and to deliver a Warrant Certificate representing the unexercised Warrants to: Dated: -------------------------------------- (Registered Holder) By: --------------------------------- Authorized Signatory Address: Telephone: [If Warrant is a Global Warrant, insert this Schedule A.] SCHEDULE A [Designation of Universal Warrants] GLOBAL UNIVERSAL WARRANT SCHEDULE OF EXCHANGES The initial number of Universal Warrants represented by this Global Universal Warrant is __________. In accordance with the Universal Warrant Agreement dated as of ________, 20__ between the Issuer and _______________________, as Warrant Agent, the following reductions as a result of the exercise of the number of Universal Warrants indicated below have been made: Reduced Number Number of Outstanding Notation Made Date of Exchange Universal Following Such by or on Behalf of Excise Warrants Exercised Exercise of Warrant Agent EXHIBIT B FORM OF REGISTERED PUT WARRANT CERTIFICATE [FACE OF REGISTERED PUT WARRANT CERTIFICATE] No. _____ CUSIP No. __________ [Unless and until it is exchanged in whole or in part for Universal Warrants in definitive registered form, this Warrant Certificate and the Universal Warrants evidenced hereby may not be transferred except as a whole by the Depositary transfer certificate to the nominee of the Depositary or by a nominee of the Depositary Trustee as required pursuant to the Depositary Agreement, (iv) each person holding or another nominee acquiring an Ownership Interest in this Class R Certificate must agree not to transfer an Ownership Interest in this Class R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee Ownership Interest in this Class R Certificate in violation of such successor Depositary.] CREDIT SUISSE FIRST BOSTON (USA), INC. [Designation of Universal Warrants] NUMBER OF WARRANTS EVIDENCED BY THIS CERTIFICATE: [UP TO ____] CASH SETTLEMENT VALUE PER WARRANT (OR METHOD OF DETERMINING SAME): [WARRANT PROPERTY:] [AMOUNT OF WARRANT PROPERTY SALABLE PER WARRANT:] [PUT PRICE FOR SUCH SPECIFIED AMOUNT OF WARRANT PROPERTY PER WARRANT:] [METHOD OF DELIVERY OF ANY WARRANT PROPERTY TO BE DELIVERED FOR SALE UPON EXERCISE OF WARRANTS:] DATES OF EXERCISE: OTHER TERMS: This Warrant Certificate certifies that __________, or registered assigns, is the Registered Holder of the number of [Designation of Universal Warrants] (the "Warrants") [specified above] [specified on Schedule A hereto]. Upon receipt by the Warrant Agent of this Warrant Certificate, the exercise notice on the reverse hereof (or an exercise notice in substantially identical form delivered herewith)(the "Exercise Notice"), duly completed restrictions will be absolutely null and executed, void and the Amount of Warrant Property saleable per Warrant set forth above, adjusted, if applicable, as set forth above, for each Warrant to be exercised, delivered as set forth above at the Warrant Agent's Window, Attention: _________________, will vest no rights in the Borough of Manhattan, The City of New York (which is, on the date hereof, _________________________________, Attention: ____________________), each Warrant evidenced hereby entitles the Registered Holder hereof to receive, subject to the terms and conditions set forth herein and in the Warrant Agreement (as defined below), from Credit Suisse First Boston (USA), Inc. (the "Company") the [Cash Settlement Value][Put Price] per Warrant specified above. Unless otherwise indicated above, a Warrant will not require or entitle a Warrantholder to sell or deliver to the Company, nor will the Company be under any obligation to, nor will it, purchase or take delivery from any Warrantholder of, any Warrant Property, and upon exercise of a Warrant, the Company will make only a cash payment in the amount of the Cash Settlement Value or Put Price per Warrant. Warrantholders will not receive any interest on any Cash Settlement Valuepurported transferee. Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such hereof, which further provisions shall for all purposes have the same effect as though fully if set forth in at this place. This Warrant Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Warrant AgentTrustee.

Countersigned. as Warrant Agent By: ------------------------------- By --------------------------- Authorized Signatory [REVERSE of BANKERS TRUST COMPANY OF REGISTERED CALL WARRANT CERTIFICATE] CREDIT SUISSE FIRST BOSTON CALIFORNIA, N.A., as Trustee 109 EXHIBIT B FORM OF SUBORDINATED CERTIFICATE 110 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (USA"DTC"), INCTO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. The Warrants 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, AS AMENDED (THE "CODE"). THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN. NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE REPRESENTS TO THE TRUSTEE THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE, OR DELIVERS TO THE TRUSTEE AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. SUCH REPRESENTATION SHALL BE DEEMED TO HAVE BEEN MADE TO THE TRUSTEE BY THE TRANSFEREE'S ACCEPTANCE OF A CERTIFICATE OF THIS CLASS AND BY A BENEFICIAL OWNER'S ACCEPTANCE OF ITS INTEREST IN A CERTIFICATE OF THIS CLASS. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT. Certificate No. : B-1 Cut-off Date : March 31, 1999 First Distribution Date : May 25, 1999 Initial Certificate Balance of this Certificate ("Denomination") : $10,750,000 Initial Certificate Balances of all Certificates of this Class : $10,750,000 Certificate Rate : 6.95% CUSIP : 58550 XXX 0 MELLON RESIDENTIAL FUNDING CORPORATION. Mortgage Pass-Through Certificates, Series MHELT 1999-1 Class B evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class with respect to a Trust Fund consisting primarily of a pool of fixed-rate mortgage loans (the "Mortgage Loans") secured by first or second liens on one- to four-family residential properties. MELLON RESIDENTIAL FUNDING CORPORATION, as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Initial Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller, the Master Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Warrant Certificate are part (obtained by dividing the denomination of a duly authorized issue of Universal Warrants issued this Certificate by the Company aggregate Initial Certificate Balances of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by Mellon Residential Funding Corporation (the "Depositor"). The Trust Fund was created pursuant to a Universal Warrant Agreement, Pooling and Servicing Agreement dated as of ___________, _____ the Cut-off Date specified above (the "Warrant Agreement") among the Depositor, Mellon Bank, N.A., as seller (in such capacity, the "Seller") and as master servicer (in such capacity, the "Master Servicer"), between the and Bankers Trust Company and [____________________] of California, N.A., as trustee (the "Warrant AgentTrustee") and are subject to ). To the terms and provisions contained in extent not defined herein, the Warrant Agreement, to all of which terms and provisions each Warrantholder consents by acceptance of this Warrant Certificate or a beneficial interest therein and which Warrant Agreement is hereby incorporated by reference in and made a part of this Warrant Certificate. Without limiting the foregoing, all capitalized terms used herein and not otherwise defined shall have the meanings set forth assigned in the Warrant Agreement. A copy of the Warrant Agreement is on file at the Warrant Agent's Office. The Warrants constitute a separate series of Universal Warrants under the Warrant Agreement. The Warrants are unsecured contractual obligations of the Company and rank pari passu with the Company's other unsecured contractual obligations and with the Company's unsecured and unsubordinated debt. Subject to the provisions hereof and the Warrant Agreement, each Warrant may be exercised during the dates of exercise set forth on the face hereof by delivering or causing to be delivered this Warrant Certificate, the Exercise Notice, duly completed and executed, and the Exercise Property for each such Warrant to the Warrant Agent's Window, in the Borough of Manhattan, The City of New York, which is, on the date hereof (unless otherwise specified herein), [__________________________________________, Attention: _________________,] or at such other address as the Warrant Agent may specify from time to time. Each Warrant entitles the Warrantholder to receive, upon exercise, the Warrant Property set forth on the face hereof. The Warrant Agreement and the terms of the Warrants are subject to amendment as provided in the Warrant Agreement. This Warrant Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. No transfer of a Certificate of this Class shall be governed bymade unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and interpreted in accordance withform and substance satisfactory to the Trustee, to the laws effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or Section 4975 of the State Code, nor a person acting on behalf of New York. [Designation any such plan, which representation letter shall not be an expense of Universal Warrants] Exercise Notice [Warrant Agent Name and Address] Attention: [________________] The undersigned the Trustee, (the "Registered Holder") hereby irrevocably exercises _______ Warrants (the "Exercised Warrants") and delivers to you herewith a Warrant Certificate or Certificates, registered in the Registered Holder's name, representing a number of Warrants at least equal to the number of Exercised Warrants, and the Exercise Property with respect thereto. The Registered Holder hereby directs the Warrant Agent (a) to deliver the Warrant Property as follows: and (bii) if the number purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Exercised Warrants is less than Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the number purchase and holding of Warrants represented by such Certificates are covered under PTCE 95-60, or (iii) in the enclosed Warrant Certificate, case of any such Certificate presented for registration in the name of an employee benefit plan subject to deliver a Warrant Certificate representing the unexercised Warrants to: Dated: -------------------------------------- (Registered Holder) By: --------------------------------- Authorized Signatory Address: Telephone: [If Warrant is a Global Warrant, insert this Schedule A.] SCHEDULE A [Designation of Universal Warrants] GLOBAL UNIVERSAL WARRANT SCHEDULE OF EXCHANGES The initial number of Universal Warrants represented by this Global Universal Warrant is __________. In accordance with the Universal Warrant Agreement dated as of ________, 20__ between the Issuer and _______________________, as Warrant Agent, the following reductions as a result ERISA or Section 4975 of the exercise Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan, an Opinion of Counsel satisfactory to the Trustee to the effect that the purchase or holding of such Certificate will not result in the assets of the number of Universal Warrants indicated below have been made: Reduced Number Number of Outstanding Notation Made Date of Exchange Universal Following Such by or on Behalf of Excise Warrants Exercised Exercise of Warrant Agent EXHIBIT B FORM OF REGISTERED PUT WARRANT CERTIFICATE [FACE OF REGISTERED PUT WARRANT CERTIFICATE] No. _____ CUSIP No. __________ [Unless and until it is exchanged in whole or in part for Universal Warrants in definitive registered form, this Warrant Certificate and the Universal Warrants evidenced hereby may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.] CREDIT SUISSE FIRST BOSTON (USA), INC. [Designation of Universal Warrants] NUMBER OF WARRANTS EVIDENCED BY THIS CERTIFICATE: [UP TO ____] CASH SETTLEMENT VALUE PER WARRANT (OR METHOD OF DETERMINING SAME): [WARRANT PROPERTY:] [AMOUNT OF WARRANT PROPERTY SALABLE PER WARRANT:] [PUT PRICE FOR SUCH SPECIFIED AMOUNT OF WARRANT PROPERTY PER WARRANT:] [METHOD OF DELIVERY OF ANY WARRANT PROPERTY TO BE DELIVERED FOR SALE UPON EXERCISE OF WARRANTS:] DATES OF EXERCISE: OTHER TERMS: This Warrant Certificate certifies that __________, or registered assigns, is the Registered Holder of the number of [Designation of Universal Warrants] (the "Warrants") [specified above] [specified on Schedule A hereto]. Upon receipt by the Warrant Agent of this Warrant Certificate, the exercise notice on the reverse hereof (or an exercise notice in substantially identical form delivered herewith)(the "Exercise Notice"), duly completed and executed, and the Amount of Warrant Property saleable per Warrant set forth above, adjusted, if applicable, as set forth above, for each Warrant Trust Fund being deemed to be exercised, delivered as set forth above at the Warrant Agent's Window, Attention: _________________, in the Borough of Manhattan, The City of New York (which is, on the date hereof, _________________________________, Attention: ____________________), each Warrant evidenced hereby entitles the Registered Holder hereof to receive, "plan assets" and subject to the terms prohibited transaction provisions of ERISA and conditions set forth herein the Code and will not subject the Trustee to any obligation in addition to those undertaken in the Warrant Agreement (as defined below)Agreement, from Credit Suisse First Boston (USA), Inc. (which Opinion of Counsel shall not be an expense of the "Company") the [Cash Settlement Value][Put Price] per Warrant specified aboveTrustee. Unless otherwise indicated above, a Warrant will not require or entitle a Warrantholder Such representation shall be deemed to sell or deliver have been made to the Company, nor will Trustee by the Company be under any obligation to, nor will it, purchase or take delivery from any Warrantholder ofTransferee's acceptance of a Certificate of this Class and by a beneficial owner's acceptance of its interest in a Certificate of this Class. Notwithstanding anything else to the contrary herein, any Warrant Property, and upon exercise purported transfer of a Warrant, Certificate of this Class to or on behalf of an employee benefit plan subject to ERISA or to the Company will make only a cash payment in Code without the amount opinion of counsel satisfactory to the Cash Settlement Value or Put Price per Warrant. Warrantholders will not receive any interest on any Cash Settlement ValueTrustee as described above shall be void and of no effect. Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such hereof, which further provisions shall for all purposes have the same effect as though fully if set forth in at this place. This Warrant Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Warrant Agent.Trustee. * * *

Countersigned. as Warrant Agent By: ------------------------------- -------------------------------- Authorized Signatory [REVERSE OF REGISTERED CALL WARRANT CERTIFICATE] CREDIT SUISSE FIRST BOSTON -------------------------------- 1 To be signed by (USA)1) Chairman of the Board, INC. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Universal Warrants issued by the Company pursuant to a Universal Warrant AgreementChief Executive Officer, dated as of ___________, _____ (the "Warrant Agreement"), between the Company and [____________________] (the "Warrant Agent") and are subject to the terms and provisions contained in the Warrant Agreement, to all of which terms and provisions each Warrantholder consents by acceptance of this Warrant Certificate President or a beneficial interest therein Vice President and which Warrant Agreement is hereby incorporated by reference in and made a part (2) Secretary or Assistant Secretary. [FORM OF WARRANT] [Reverse of this Warrant Certificate. Without limiting the foregoing, all capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Warrant Agreement. A copy of the Warrant Agreement is on file at the Warrant Agent's Office. The Warrants constitute a separate series of Universal Warrants under the Warrant Agreement. The Warrants are unsecured contractual obligations of the Company and rank pari passu with the Company's other unsecured contractual obligations and with the Company's unsecured and unsubordinated debt. Subject to the provisions hereof and the Warrant Agreement, each Warrant may be exercised during the dates of exercise set forth on the face hereof by delivering or causing to be delivered this Warrant Certificate, the Exercise Notice, duly completed and executed, and the Exercise Property for each such Warrant to the Warrant Agent's Window, in the Borough of Manhattan, The City of New York, which is, on the date hereof (unless otherwise specified herein), [__________________________________________, Attention: _________________,] or at such other address as the Warrant Agent may specify from time to time. Each Warrant entitles the Warrantholder to receive, upon exercise, the Warrant Property set forth on the face hereof. The Warrant Agreement and the terms of the Warrants are subject to amendment as provided in the Warrant Agreement. This Warrant Certificate shall be governed by, and interpreted in accordance with, the laws of the State of New York. [Designation of Universal Warrants] Exercise Notice [Warrant Agent Name and Address] Attention: [________________] The undersigned (the "Registered Holder") hereby irrevocably exercises _______ Warrants (the "Exercised Warrants") and delivers to you herewith a Warrant Certificate or Certificates, registered in the Registered Holder's name, representing a number of Warrants at least equal to the number of Exercised Warrants, and the Exercise Property with respect thereto. The Registered Holder hereby directs the Warrant Agent (a) to deliver the Warrant Property as follows: and (b) if the number of Exercised Warrants is less than the number of Warrants represented by the enclosed Warrant Certificate, to deliver a Warrant Certificate representing the unexercised Warrants to: Dated: -------------------------------------- (Registered Holder) By: --------------------------------- Authorized Signatory Address: Telephone: [If Warrant is a Global Warrant, insert this Schedule A.] SCHEDULE A [Designation of Universal Warrants] GLOBAL UNIVERSAL WARRANT SCHEDULE OF EXCHANGES The initial number of Universal Warrants represented by this Global Universal Warrant is __________. In accordance with the Universal Warrant Agreement dated as of ________, 20__ between the Issuer and _______________________, as Warrant Agent, the following reductions as a result of the exercise of the number of Universal Warrants indicated below have been made: Reduced Number Number of Outstanding Notation Made Date of Exchange Universal Following Such by or on Behalf of Excise Warrants Exercised Exercise of Warrant Agent EXHIBIT B FORM OF REGISTERED PUT WARRANT CERTIFICATE [FACE OF REGISTERED PUT WARRANT CERTIFICATE] No. _____ CUSIP No. __________ [Unless and until it is exchanged in whole or in part for Universal Warrants in definitive registered certificated form, this Warrant Certificate and the Universal Warrants evidenced hereby may not be transferred except as a whole by the Depositary to the a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.] CREDIT SUISSE FIRST BOSTON . Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (USA), INC. [Designation of Universal Warrants] NUMBER OF WARRANTS EVIDENCED BY THIS CERTIFICATE: [UP TO ____] CASH SETTLEMENT VALUE PER WARRANT (OR METHOD OF DETERMINING SAME): [WARRANT PROPERTY:] [AMOUNT OF WARRANT PROPERTY SALABLE PER WARRANT:] [PUT PRICE FOR SUCH SPECIFIED AMOUNT OF WARRANT PROPERTY PER WARRANT:] [METHOD OF DELIVERY OF ANY WARRANT PROPERTY TO BE DELIVERED FOR SALE UPON EXERCISE OF WARRANTS:] DATES OF EXERCISE: OTHER TERMS: This Warrant Certificate certifies that __________, or registered assigns, is the Registered Holder of the number of [Designation of Universal Warrants] (the "Warrants") [specified above] [specified on Schedule A hereto]. Upon receipt by the Warrant Agent of this Warrant Certificate, the exercise notice on the reverse hereof (or an exercise notice in substantially identical form delivered herewith)(the "Exercise NoticeDTC"), duly completed and executedto the issuer or its agent for registration of transfer, exchange or payment, and the Amount of Warrant Property saleable per Warrant set forth above, adjusted, if applicable, as set forth above, for each Warrant to be exercised, delivered as set forth above at the Warrant Agent's Window, Attention: _________________, any certificate issued is registered in the Borough name of ManhattanCede & Co. or such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as is requested by an authorized representative of DTC), The City of New York (which isany transfer, on pledge or other use hereof for value or otherwise by or to any person is wrongful inasmuch as the date registered owner hereof, _________________________________Cede & Co., Attention: ____________________has an interest herein.]2 "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE 'ACT'), each Warrant evidenced hereby entitles the Registered Holder hereof to receiveAND, subject to the terms and conditions set forth herein and in the Warrant Agreement (as defined below)ACCORDINGLY, from Credit Suisse First Boston (USA)MAY NOT BE OFFERED, Inc. (the "Company") the [Cash Settlement Value][Put Price] per Warrant specified aboveSOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THIS PARAGRAPH. Unless otherwise indicated aboveIN ADDITION, a Warrant will not require or entitle a Warrantholder to sell or deliver to the CompanyCOLORADO GAMING AUTHORITIES MAY LIMIT, nor will the Company be under any obligation toRESTRICT OR PROHIBIT THE OFFER, nor will itSALE, purchase or take delivery from any Warrantholder ofPLEDGE OR TRANSFER OF THIS SECURITY OR THE EXERCISE OF THIS SECURITY INTO COMMON STOCK. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, any Warrant Property, and upon exercise of a Warrant, the Company will make only a cash payment in the amount of the Cash Settlement Value or Put Price per Warrant. Warrantholders will not receive any interest on any Cash Settlement Value. Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent.THE WARRANT HOLDER:

Countersigned. as Warrant Agent By: ------------------------------- By -------------------------------- Authorized Signatory of THE BANK OF NEW YORK, as Trustee EXHIBIT B [REVERSE FORM OF REGISTERED CALL WARRANT SUBORDINATED CERTIFICATE] CREDIT SUISSE FIRST BOSTON [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (USA"DTC"), INCTO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Universal Warrants issued by the Company pursuant to a Universal Warrant AgreementOR 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), dated as of ___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, AS AMENDED (THE "CODE"). THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN. [THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSE OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES UNDER THE CODE TO THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS ________, 200 . THE INITIAL PER ANNUM RATE OF INTEREST ON THIS CERTIFICATE IS ____%. ASSUMING THAT THE MORTGAGE LOANS PREPAY AT AN ASSUMED RATE OF PREPAYMENT OF ____% PER ANNUM (THE "PREPAYMENT ASSUMPTION"), THIS CERTIFICATE HAS BEEN ISSUED WITH $_______ OF OID PER $1,000 OF THE ORIGINAL PRINCIPAL AMOUNT OF THIS CERTIFICATE; THE ANNUAL YIELD TO MATURITY OF THIS CERTIFICATE FOR PURPOSES OF COMPUTING THE ACCRUAL OF OID IS APPROXIMATELY ___% (COMPOUNDED MONTHLY); THE AMOUNT OF OID ALLOCABLE TO THE SHORT FIRST ACCRUAL PERIOD IS $_______ PER $1,000 OF THE ORIGINAL PRINCIPAL AMOUNT OF THIS CERTIFICATE COMPUTED USING THE MONTHLY YIELD AND DAILY COMPOUNDING DURING THE SHORT ACCRUAL PERIOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE. THE ACTUAL YIELD TO MATURITY MAY DIFFER FROM THAT SET FORTH ABOVE, AND THE ACCRUAL OF OID WILL BE ADJUSTED, IN ACCORDANCE WITH SECTION 1272(a)(6) OF THE CODE, TO TAKE INTO ACCOUNT EVENTS WHICH HAVE OCCURRED DURING ANY ACCRUAL PERIOD. THE PREPAYMENT ASSUMPTION IS INTENDED TO BE THE PREPAYMENT ASSUMPTION REFERRED TO IN SECTION 1272(a)(6)(B)(iii) OF THE CODE.] [THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.] NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE REPRESENTS TO THE TRUSTEE THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE, OR DELIVERS TO THE TRUSTEE AN ALTERNATIVE REPRESENTATION OR AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. [SUCH REPRESENTATION SHALL BE DEEMED TO HAVE BEEN MADE TO THE TRUSTEE BY THE TRANSFEREE'S ACCEPTANCE OF A CERTIFICATE OF THIS CLASS AND BY A BENEFICIAL OWNER'S ACCEPTANCE OF ITS INTEREST IN A CERTIFICATE OF THIS CLASS.] NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT. Certificate No. : Cut-off Date : First Distribution Date : Initial Certificate Balance of this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ CWMBS, INC. Mortgage Pass-Through Certificates, Series 200____-____ Class [ ] evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class with respect to a Trust Fund consisting primarily of a pool of conventional loans (the "Warrant AgreementMortgage Loans")) secured by first liens on one- to four-family residential properties CWMBS, between Inc., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Company Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and [is not guaranteed by the Depositor, the Seller, the Master Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that ____________________] _ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the "Warrant Agent") and are subject to the terms and provisions contained in the Warrant Agreement, to all of which terms and provisions each Warrantholder consents by acceptance denomination of this Warrant Certificate or a beneficial interest therein and which Warrant Agreement is hereby incorporated by reference in and made a part the aggregate Initial Certificate Balances of this Warrant Certificate. Without limiting the foregoing, all capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Warrant Agreement. A copy Certificates of the Warrant Agreement is on file at the Warrant Agent's Office. The Warrants constitute Class to which this Certificate belongs) in certain monthly distributions with respect to a separate series of Universal Warrants under the Warrant Agreement. The Warrants are unsecured contractual obligations Trust Fund consisting primarily of the Company and rank pari passu with the Company's other unsecured contractual obligations and with the Company's unsecured and unsubordinated debt. Subject to the provisions hereof and the Warrant Agreement, each Warrant may be exercised during the dates of exercise set forth on the face hereof Mortgage Loans deposited by delivering or causing to be delivered this Warrant Certificate, the Exercise Notice, duly completed and executed, and the Exercise Property for each such Warrant to the Warrant Agent's Window, in the Borough of Manhattan, The City of New York, which is, on the date hereof (unless otherwise specified herein), [__________________________________________, Attention: _________________,] or at such other address as the Warrant Agent may specify from time to time. Each Warrant entitles the Warrantholder to receive, upon exercise, the Warrant Property set forth on the face hereof. The Warrant Agreement and the terms of the Warrants are subject to amendment as provided in the Warrant Agreement. This Warrant Certificate shall be governed by, and interpreted in accordance with, the laws of the State of New York. [Designation of Universal Warrants] Exercise Notice [Warrant Agent Name and Address] Attention: [________________] The undersigned (the "Registered Holder") hereby irrevocably exercises _______ Warrants (the "Exercised Warrants") and delivers to you herewith a Warrant Certificate or Certificates, registered in the Registered Holder's name, representing a number of Warrants at least equal to the number of Exercised Warrants, and the Exercise Property with respect thereto. The Registered Holder hereby directs the Warrant Agent (a) to deliver the Warrant Property as follows: and (b) if the number of Exercised Warrants is less than the number of Warrants represented by the enclosed Warrant Certificate, to deliver a Warrant Certificate representing the unexercised Warrants to: Dated: -------------------------------------- (Registered Holder) By: --------------------------------- Authorized Signatory Address: Telephone: [If Warrant is a Global Warrant, insert this Schedule A.] SCHEDULE A [Designation of Universal Warrants] GLOBAL UNIVERSAL WARRANT SCHEDULE OF EXCHANGES The initial number of Universal Warrants represented by this Global Universal Warrant is __________. In accordance with the Universal Warrant Agreement dated as of ________, 20__ between the Issuer and _______________________, as Warrant Agent, the following reductions as a result of the exercise of the number of Universal Warrants indicated below have been made: Reduced Number Number of Outstanding Notation Made Date of Exchange Universal Following Such by or on Behalf of Excise Warrants Exercised Exercise of Warrant Agent EXHIBIT B FORM OF REGISTERED PUT WARRANT CERTIFICATE [FACE OF REGISTERED PUT WARRANT CERTIFICATE] No. _____ CUSIP No. __________ [Unless and until it is exchanged in whole or in part for Universal Warrants in definitive registered form, this Warrant Certificate and the Universal Warrants evidenced hereby may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.] CREDIT SUISSE FIRST BOSTON (USA), INC. [Designation of Universal Warrants] NUMBER OF WARRANTS EVIDENCED BY THIS CERTIFICATE: [UP TO ____] CASH SETTLEMENT VALUE PER WARRANT (OR METHOD OF DETERMINING SAME): [WARRANT PROPERTY:] [AMOUNT OF WARRANT PROPERTY SALABLE PER WARRANT:] [PUT PRICE FOR SUCH SPECIFIED AMOUNT OF WARRANT PROPERTY PER WARRANT:] [METHOD OF DELIVERY OF ANY WARRANT PROPERTY TO BE DELIVERED FOR SALE UPON EXERCISE OF WARRANTS:] DATES OF EXERCISE: OTHER TERMS: This Warrant Certificate certifies that __________, or registered assigns, is the Registered Holder of the number of [Designation of Universal Warrants] (the "Warrants") [specified above] [specified on Schedule A hereto]. Upon receipt by the Warrant Agent of this Warrant Certificate, the exercise notice on the reverse hereof (or an exercise notice in substantially identical form delivered herewith)(the "Exercise Notice"), duly completed and executed, and the Amount of Warrant Property saleable per Warrant set forth above, adjusted, if applicable, as set forth above, for each Warrant to be exercised, delivered as set forth above at the Warrant Agent's Window, Attention: _________________, in the Borough of Manhattan, The City of New York (which is, on the date hereof, _________________________________, Attention: ____________________), each Warrant evidenced hereby entitles the Registered Holder hereof to receive, subject to the terms and conditions set forth herein and in the Warrant Agreement (as defined below), from Credit Suisse First Boston (USA)CWMBS, Inc. (the "CompanyDepositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among the Depositor, Countrywide Home Loans, Inc., as seller (the "Seller"), Countrywide Home Loans Servicing LP, as master servicer (the "Master Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. [Cash Settlement Value][Put PriceNo transfer of a Certificate of this Class shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under said Act and such laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and such laws, in order to assure compliance with the Securities Act and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder's prospective transferee shall each certify to the Trustee in writing the facts surrounding the transfer. In the event that such a transfer is to be made within three years from the date of the initial issuance of Certificates pursuant hereto, there shall also be delivered (except in the case of a transfer pursuant to Rule 144A of the Securities Act) to the Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act and such state securities laws, which Opinion of Counsel shall not be obtained at the expense of the Trustee, the Seller, the Master Servicer or the Depositor. The Holder hereof desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.] per Warrant specified above. Unless otherwise indicated aboveNo transfer of a Certificate of this Class shall be made unless the Trustee shall have received either (i) a representation [letter] from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code, nor a person acting on behalf of any such plan, which representation letter shall not be an expense of the Trustee or the Master Servicer, (ii) if certificate has been the subject of an ERISA Qualifying Underwriting and the purchaser is an insurance company, a Warrant representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60, or (iii) in the case of any such Certificate presented for registration in the name of an employee benefit plan subject to ERISA or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Certificate will not require result in a prohibited transaction under Section 406 of ERISA or entitle a Warrantholder Section 4975 of the Code, will not result in the assets of the Trust Fund being deemed to sell or deliver be "plan assets" and subject to the Company, nor prohibited transaction provisions of ERISA and the Code and will not subject the Company be under Trustee to any obligation toin addition to those undertaken in the Agreement, nor will it, purchase which Opinion of Counsel shall not be an expense of the Trustee or take delivery from any Warrantholder ofthe Master Servicer. [Such representation shall be deemed to have been made to the Trustee by the Transferee's acceptance of a Certificate of this Class and by a beneficial owner's acceptance of its interest in a Certificate of this Class.] Notwithstanding anything else to the contrary herein, any Warrant Property, and upon exercise purported transfer of a Warrant, Certificate of this Class to or on behalf of an employee benefit plan subject to ERISA or to the Company will make only a cash payment in Code without the amount opinion of counsel satisfactory to the Cash Settlement Value or Put Price per Warrant. Warrantholders will not receive any interest on any Cash Settlement ValueTrustee as described above shall be void and of no effect. Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such hereof, which further provisions shall for all purposes have the same effect as though fully if set forth in at this place. This Warrant Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Warrant Agent.Trustee. * * *

Countersigned. as Warrant Agent By: ------------------------------- By ---------------------------- Authorized Signatory [REVERSE of BANKERS TRUST COMPANY OF REGISTERED CALL WARRANT CERTIFICATE] CREDIT SUISSE FIRST BOSTON CALIFORNIA, N.A., as Trustee 107 EXHIBIT B FORM OF SUBORDINATED CERTIFICATE 108 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (USA"DTC"), INCTO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. The Warrants 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, AS AMENDED (THE "CODE"). THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN. NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE REPRESENTS TO THE TRUSTEE THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE, OR DELIVERS TO THE TRUSTEE AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. SUCH REPRESENTATION SHALL BE DEEMED TO HAVE BEEN MADE TO THE TRUSTEE BY THE TRANSFEREE'S ACCEPTANCE OF A CERTIFICATE OF THIS CLASS AND BY A BENEFICIAL OWNER'S ACCEPTANCE OF ITS INTEREST IN A CERTIFICATE OF THIS CLASS. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT. 109 Certificate No. : B-1 Cut-off Date : June 30, 1998 First Distribution Date : August 25, 1998 Initial Certificate Balance of this Certificate ("Denomination") : $10,590,000 Initial Certificate Balances of all Certificates of this Class : $10,590,000 Certificate Rate : 6.86% CUSIP : 585500 XX 0 XXXXXX XXXXXXXXXXX XXXDING CORPORATION. Mortgage Pass-Through Certificates, Series MHELT 1998-1 Class B evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class with respect to a Trust Fund consisting primarily of a pool of fixed-rate mortgage loans (the "Mortgage Loans") secured by first or second liens on one- to four-family residential properties. MELLON RESIDENTIAL FUNDING CORPORATION, as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Initial Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller, the Master Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Warrant Certificate are part (obtained by dividing the denomination of a duly authorized issue of Universal Warrants issued this Certificate by the Company aggregate Initial Certificate Balances of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by Mellon Residential Funding Corporation (the "Depositor"). The Trust Fund was created pursuant to a Universal Warrant Agreement, Pooling and Servicing Agreement dated as of ___________, _____ the Cut-off Date specified above (the "Warrant Agreement") among the Depositor, Mellon Bank, N.A., as seller (in such capacity, the "Seller") and as master servicer (in such capacity, the "Master Servicer"), between the and Bankers Trust Company and [____________________] of California, N.A., as trustee (the "Warrant AgentTrustee") and are subject to ). To the terms and provisions contained in extent not defined herein, the Warrant Agreement, to all of which terms and provisions each Warrantholder consents by acceptance of this Warrant Certificate or a beneficial interest therein and which Warrant Agreement is hereby incorporated by reference in and made a part of this Warrant Certificate. Without limiting the foregoing, all capitalized terms used herein and not otherwise defined shall have the meanings set forth assigned in the Warrant Agreement. A copy of the Warrant Agreement is on file at the Warrant Agent's Office. The Warrants constitute a separate series of Universal Warrants under the Warrant Agreement. The Warrants are unsecured contractual obligations of the Company and rank pari passu with the Company's other unsecured contractual obligations and with the Company's unsecured and unsubordinated debt. Subject to the provisions hereof and the Warrant Agreement, each Warrant may be exercised during the dates of exercise set forth on the face hereof by delivering or causing to be delivered this Warrant Certificate, the Exercise Notice, duly completed and executed, and the Exercise Property for each such Warrant to the Warrant Agent's Window, in the Borough of Manhattan, The City of New York, which is, on the date hereof (unless otherwise specified herein), [__________________________________________, Attention: _________________,] or at such other address as the Warrant Agent may specify from time to time. Each Warrant entitles the Warrantholder to receive, upon exercise, the Warrant Property set forth on the face hereof. The Warrant Agreement and the terms of the Warrants are subject to amendment as provided in the Warrant Agreement. This Warrant Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. No transfer of a Certificate of this Class shall be governed bymade unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and interpreted in accordance withform and substance satisfactory to the Trustee, to the laws effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or Section 4975 of the State Code, nor a person acting on behalf of New York. [Designation any such plan, which representation letter shall not be an expense of Universal Warrants] Exercise Notice [Warrant Agent Name and Address] Attention: [________________] The undersigned the Trustee, (the "Registered Holder") hereby irrevocably exercises _______ Warrants (the "Exercised Warrants") and delivers to you herewith a Warrant Certificate or Certificates, registered in the Registered Holder's name, representing a number of Warrants at least equal to the number of Exercised Warrants, and the Exercise Property with respect thereto. The Registered Holder hereby directs the Warrant Agent (a) to deliver the Warrant Property as follows: and (bii) if the number purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Exercised Warrants is less than Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the number purchase and holding of Warrants represented by such Certificates are covered under PTCE 95-60, or (iii) in the enclosed Warrant Certificate, case of any such Certificate presented for registration in the name of an employee benefit plan subject to deliver a Warrant Certificate representing the unexercised Warrants to: Dated: -------------------------------------- (Registered Holder) By: --------------------------------- Authorized Signatory Address: Telephone: [If Warrant is a Global Warrant, insert this Schedule A.] SCHEDULE A [Designation of Universal Warrants] GLOBAL UNIVERSAL WARRANT SCHEDULE OF EXCHANGES The initial number of Universal Warrants represented by this Global Universal Warrant is __________. In accordance with the Universal Warrant Agreement dated as of ________, 20__ between the Issuer and _______________________, as Warrant Agent, the following reductions as a result ERISA or Section 4975 of the exercise Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan, an Opinion of Counsel satisfactory to the Trustee to the effect that the purchase or holding of such Certificate will not result in the assets of the number of Universal Warrants indicated below have been made: Reduced Number Number of Outstanding Notation Made Date of Exchange Universal Following Such by or on Behalf of Excise Warrants Exercised Exercise of Warrant Agent EXHIBIT B FORM OF REGISTERED PUT WARRANT CERTIFICATE [FACE OF REGISTERED PUT WARRANT CERTIFICATE] No. _____ CUSIP No. __________ [Unless and until it is exchanged in whole or in part for Universal Warrants in definitive registered form, this Warrant Certificate and the Universal Warrants evidenced hereby may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.] CREDIT SUISSE FIRST BOSTON (USA), INC. [Designation of Universal Warrants] NUMBER OF WARRANTS EVIDENCED BY THIS CERTIFICATE: [UP TO ____] CASH SETTLEMENT VALUE PER WARRANT (OR METHOD OF DETERMINING SAME): [WARRANT PROPERTY:] [AMOUNT OF WARRANT PROPERTY SALABLE PER WARRANT:] [PUT PRICE FOR SUCH SPECIFIED AMOUNT OF WARRANT PROPERTY PER WARRANT:] [METHOD OF DELIVERY OF ANY WARRANT PROPERTY TO BE DELIVERED FOR SALE UPON EXERCISE OF WARRANTS:] DATES OF EXERCISE: OTHER TERMS: This Warrant Certificate certifies that __________, or registered assigns, is the Registered Holder of the number of [Designation of Universal Warrants] (the "Warrants") [specified above] [specified on Schedule A hereto]. Upon receipt by the Warrant Agent of this Warrant Certificate, the exercise notice on the reverse hereof (or an exercise notice in substantially identical form delivered herewith)(the "Exercise Notice"), duly completed and executed, and the Amount of Warrant Property saleable per Warrant set forth above, adjusted, if applicable, as set forth above, for each Warrant Trust Fund being deemed to be exercised, delivered as set forth above at the Warrant Agent's Window, Attention: _________________, in the Borough of Manhattan, The City of New York (which is, on the date hereof, _________________________________, Attention: ____________________), each Warrant evidenced hereby entitles the Registered Holder hereof to receive, "plan assets" and subject to the terms prohibited transaction provisions of ERISA and conditions set forth herein the Code and will not subject the Trustee to any obligation in addition to those undertaken in the Warrant Agreement (as defined below)Agreement, from Credit Suisse First Boston (USA), Inc. (which Opinion of Counsel shall not be an expense of the "Company") the [Cash Settlement Value][Put Price] per Warrant specified aboveTrustee. Unless otherwise indicated above, a Warrant will not require or entitle a Warrantholder Such representation shall be deemed to sell or deliver have been made to the Company, nor will Trustee by the Company be under any obligation to, nor will it, purchase or take delivery from any Warrantholder ofTransferee's acceptance of a Certificate of this Class and by a beneficial owner's acceptance of its interest in a Certificate of this Class. Notwithstanding anything else to the contrary herein, any Warrant Property, and upon exercise purported transfer of a Warrant, Certificate of this Class to or on behalf of an employee benefit plan subject to ERISA or to the Company will make only a cash payment in Code without the amount opinion of counsel satisfactory to the Cash Settlement Value or Put Price per Warrant. Warrantholders will not receive any interest on any Cash Settlement ValueTrustee as described above shall be void and of no effect. Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such hereof, which further provisions shall for all purposes have the same effect as though fully if set forth in at this place. This Warrant Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Warrant Agent.Trustee. * * *

Countersigned. as Warrant Agent By: ------------------------------- ---------------------------------------------------- Authorized Signatory [REVERSE of WELLS FARGO BANK MINNEXXXX, N.A., as Trustee EXHIBIT B FORM OF REGISTERED CALL WARRANT CERTIFICATE] CREDIT SUISSE FIRST BOSTON SUBORDINATED CERTIFICATE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (USA"DTC"), INCTO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. The Warrants 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, AS AMENDED (THE "CODE"). THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN. NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE REPRESENTS TO THE TRUSTEE THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE, OR DELIVERS TO THE TRUSTEE AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. SUCH REPRESENTATION SHALL BE DEEMED TO HAVE BEEN MADE TO THE TRUSTEE BY THE TRANSFEREE'S ACCEPTANCE OF A CERTIFICATE OF THIS CLASS AND BY A BENEFICIAL OWNER'S ACCEPTANCE OF ITS INTEREST IN A CERTIFICATE OF THIS CLASS. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT. Certificate No. : S-1 Cut-off Date : June 1, 2001 First Distribution Date : July 25, 2001 Initial Certificate Balance : $128,017,000 of this Certificate ("Denomination") Initial Certificate Balances : $128,017,000 of all Certificates of this Class Certificate Rate : CUSIP : 585525 FB 9 MELLON RESIDENTIAL FUNDING CORPORATION. MORTGAGE PASS-THROUGH CERTIFICATES, SERIES MRFC 2001-HEIL1 CLASS S evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class with respect to a Trust Fund consisting primarily of a pool of fixed-rate mortgage loans (the "Mortgage Loans") secured by first or second liens on one- to four-family residential properties. MELLON RESIDENTIAL FUNDING CORPORATION, AS DEPOSITOR Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Initial Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller, the Master Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Warrant Certificate are part (obtained by dividing the denomination of a duly authorized issue of Universal Warrants issued this Certificate by the Company aggregate Initial Certificate Balances of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by Mellon Residential Funding Corporation (the "Depositor"). The Trust Fund was created pursuant to a Universal Warrant Agreement, Pooling and Servicing Agreement dated as of ___________, _____ the Cut-off Date specified above (the "Warrant Agreement") among the Depositor, Mellon Bank, N.A., as seller (in such capacity, the "Seller") and as master servicer (in such capacity, the "Master Servicer"), between the Company and [____________________] Wells Fargo Bank Minnexxxx, N.A., as trustee (the "Warrant AgentTrustee") and are subject to ). To the terms and provisions contained in extent not defined herein, the Warrant Agreement, to all of which terms and provisions each Warrantholder consents by acceptance of this Warrant Certificate or a beneficial interest therein and which Warrant Agreement is hereby incorporated by reference in and made a part of this Warrant Certificate. Without limiting the foregoing, all capitalized terms used herein and not otherwise defined shall have the meanings set forth assigned in the Warrant Agreement. A copy of the Warrant Agreement is on file at the Warrant Agent's Office. The Warrants constitute a separate series of Universal Warrants under the Warrant Agreement. The Warrants are unsecured contractual obligations of the Company and rank pari passu with the Company's other unsecured contractual obligations and with the Company's unsecured and unsubordinated debt. Subject to the provisions hereof and the Warrant Agreement, each Warrant may be exercised during the dates of exercise set forth on the face hereof by delivering or causing to be delivered this Warrant Certificate, the Exercise Notice, duly completed and executed, and the Exercise Property for each such Warrant to the Warrant Agent's Window, in the Borough of Manhattan, The City of New York, which is, on the date hereof (unless otherwise specified herein), [__________________________________________, Attention: _________________,] or at such other address as the Warrant Agent may specify from time to time. Each Warrant entitles the Warrantholder to receive, upon exercise, the Warrant Property set forth on the face hereof. The Warrant Agreement and the terms of the Warrants are subject to amendment as provided in the Warrant Agreement. This Warrant Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. No transfer of a Certificate of this Class shall be governed bymade unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and interpreted in accordance withform and substance satisfactory to the Trustee, to the laws effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or Section 4975 of the State Code, nor a person acting on behalf of New York. [Designation any such plan, which representation letter shall not be an expense of Universal Warrants] Exercise Notice [Warrant Agent Name and Address] Attention: [________________] The undersigned the Trustee, (the "Registered Holder") hereby irrevocably exercises _______ Warrants (the "Exercised Warrants") and delivers to you herewith a Warrant Certificate or Certificates, registered in the Registered Holder's name, representing a number of Warrants at least equal to the number of Exercised Warrants, and the Exercise Property with respect thereto. The Registered Holder hereby directs the Warrant Agent (a) to deliver the Warrant Property as follows: and (bii) if the number purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Exercised Warrants is less than Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the number purchase and holding of Warrants represented by such Certificates are covered under PTCE 95-60, or (iii) in the enclosed Warrant Certificate, case of any such Certificate presented for registration in the name of an employee benefit plan subject to deliver a Warrant Certificate representing the unexercised Warrants to: Dated: -------------------------------------- (Registered Holder) By: --------------------------------- Authorized Signatory Address: Telephone: [If Warrant is a Global Warrant, insert this Schedule A.] SCHEDULE A [Designation of Universal Warrants] GLOBAL UNIVERSAL WARRANT SCHEDULE OF EXCHANGES The initial number of Universal Warrants represented by this Global Universal Warrant is __________. In accordance with the Universal Warrant Agreement dated as of ________, 20__ between the Issuer and _______________________, as Warrant Agent, the following reductions as a result ERISA or Section 4975 of the exercise Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan, an Opinion of Counsel satisfactory to the Trustee to the effect that the purchase or holding of such Certificate will not result in the assets of the number of Universal Warrants indicated below have been made: Reduced Number Number of Outstanding Notation Made Date of Exchange Universal Following Such by or on Behalf of Excise Warrants Exercised Exercise of Warrant Agent EXHIBIT B FORM OF REGISTERED PUT WARRANT CERTIFICATE [FACE OF REGISTERED PUT WARRANT CERTIFICATE] No. _____ CUSIP No. __________ [Unless and until it is exchanged in whole or in part for Universal Warrants in definitive registered form, this Warrant Certificate and the Universal Warrants evidenced hereby may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.] CREDIT SUISSE FIRST BOSTON (USA), INC. [Designation of Universal Warrants] NUMBER OF WARRANTS EVIDENCED BY THIS CERTIFICATE: [UP TO ____] CASH SETTLEMENT VALUE PER WARRANT (OR METHOD OF DETERMINING SAME): [WARRANT PROPERTY:] [AMOUNT OF WARRANT PROPERTY SALABLE PER WARRANT:] [PUT PRICE FOR SUCH SPECIFIED AMOUNT OF WARRANT PROPERTY PER WARRANT:] [METHOD OF DELIVERY OF ANY WARRANT PROPERTY TO BE DELIVERED FOR SALE UPON EXERCISE OF WARRANTS:] DATES OF EXERCISE: OTHER TERMS: This Warrant Certificate certifies that __________, or registered assigns, is the Registered Holder of the number of [Designation of Universal Warrants] (the "Warrants") [specified above] [specified on Schedule A hereto]. Upon receipt by the Warrant Agent of this Warrant Certificate, the exercise notice on the reverse hereof (or an exercise notice in substantially identical form delivered herewith)(the "Exercise Notice"), duly completed and executed, and the Amount of Warrant Property saleable per Warrant set forth above, adjusted, if applicable, as set forth above, for each Warrant Trust Fund being deemed to be exercised, delivered as set forth above at the Warrant Agent's Window, Attention: _________________, in the Borough of Manhattan, The City of New York (which is, on the date hereof, _________________________________, Attention: ____________________), each Warrant evidenced hereby entitles the Registered Holder hereof to receive, "plan assets" and subject to the terms prohibited transaction provisions of ERISA and conditions set forth herein the Code and will not subject the Trustee to any obligation in addition to those undertaken in the Warrant Agreement (as defined below)Agreement, from Credit Suisse First Boston (USA), Inc. (which Opinion of Counsel shall not be an expense of the "Company") the [Cash Settlement Value][Put Price] per Warrant specified aboveTrustee. Unless otherwise indicated above, a Warrant will not require or entitle a Warrantholder Such representation shall be deemed to sell or deliver have been made to the Company, nor will Trustee by the Company be under any obligation to, nor will it, purchase or take delivery from any Warrantholder ofTransferee's acceptance of a Certificate of this Class and by a beneficial owner's acceptance of its interest in a Certificate of this Class. Notwithstanding anything else to the contrary herein, any Warrant Property, and upon exercise purported transfer of a Warrant, Certificate of this Class to or on behalf of an employee benefit plan subject to ERISA or to the Company will make only a cash payment in Code without the amount opinion of counsel satisfactory to the Cash Settlement Value or Put Price per Warrant. Warrantholders will not receive any interest on any Cash Settlement ValueTrustee as described above shall be void and of no effect. Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such hereof, which further provisions shall for all purposes have the same effect as though fully if set forth in at this place. This Warrant Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Warrant Agent.Trustee. * * *

Countersigned. as Warrant Agent By: ------------------------------- By ---------------------------- Authorized Signatory of BANKERS TRUST COMPANY OF CALIFORNIA, N.A., as Trustee -4- 112 EXHIBIT C [REVERSE FORM OF REGISTERED CALL WARRANT RESIDUAL CERTIFICATE] CREDIT SUISSE FIRST BOSTON SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL 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, AS AMENDED (USATHE "CODE"). NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. THIS CLASS R-1 CERTIFICATE HAS NO PRINCIPAL BALANCE, INCDOES NOT BEAR INTEREST AND WILL NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED IN THE AGREEMENT REFERRED TO HEREIN. The Warrants NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE, OR AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT. Certificate No. : R-1 Percentage Interest evidenced by this Warrant Certificate are part : 99.99% MELLON RESIDENTIAL FUNDING CORPORATION. Mortgage Pass-Through Certificates, Series MHELT 1998-1 Class R evidencing the distributions allocable to the Class R Certificates with respect to a Trust Fund consisting primarily of a duly authorized issue pool of Universal Warrants issued fixed-rate mortgage loans (the "Mortgage Loans") secured by first or second liens on one- to four-family residential properties MELLON RESIDENTIAL FUNDING CORPORATION, as Depositor This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Company Depositor, the Seller, the Master Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that Mellon Bank, N.A. is the registered owner of the Percentage Interest evidenced by this Certificate specified above in the interest represented by all Certificates of the Class to which this Certificate belongs to a Trust Fund consisting of the Mortgage Loans deposited by Mellon Residential Funding Corporation (the "Depositor"). The Trust Fund was created pursuant to a Universal Warrant Agreement, Pooling and Servicing Agreement dated as of ___________, _____ the Cut-off Date specified above (the "Warrant Agreement") among the Depositor, Mellon Bank, N.A., as seller (in such capacity, the "Seller") and as master servicer (in such capacity, the "Master Servicer"), between the and Bankers Trust Company and [____________________] of California, N.A., as trustee (the "Warrant AgentTrustee") and are subject to ). To the terms and provisions contained in extent not defined herein, the Warrant Agreement, to all of which terms and provisions each Warrantholder consents by acceptance of this Warrant Certificate or a beneficial interest therein and which Warrant Agreement is hereby incorporated by reference in and made a part of this Warrant Certificate. Without limiting the foregoing, all capitalized terms used herein and not otherwise defined shall have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. This Certificate does not have a principal balance or pass-through rate and will be entitled to distributions only to the extent set forth in the Warrant Agreement. A copy Any distribution of the Warrant Agreement is on file proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Certificate at the Warrant Agent's Office. The Warrants constitute a separate series of Universal Warrants under Corporate Trust Office or the Warrant Agreement. The Warrants are unsecured contractual obligations of office or agency maintained by the Company and rank pari passu with the Company's other unsecured contractual obligations and with the Company's unsecured and unsubordinated debt. Subject to the provisions hereof and the Warrant Agreement, each Warrant may be exercised during the dates of exercise set forth on the face hereof by delivering or causing to be delivered this Warrant Certificate, the Exercise Notice, duly completed and executed, and the Exercise Property for each such Warrant to the Warrant Agent's Window, Trustee in the Borough of Manhattan, The City of New York, which is, on the date hereof (unless otherwise specified herein), [__________________________________________, Attention: _________________,] or at such other address as the Warrant Agent may specify from time to time. Each Warrant entitles the Warrantholder to receive, upon exercise, the Warrant Property set forth on the face hereof. The Warrant Agreement and the terms of the Warrants are subject to amendment as provided in the Warrant Agreement. This Warrant Certificate shall be governed by, and interpreted in accordance with, the laws of the State of New York. [Designation No transfer of Universal Warrants] Exercise Notice [Warrant Agent Name and Address] Attention: [________________] The undersigned a Certificate of this Class shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Registered Holder") hereby irrevocably exercises _______ Warrants (the "Exercised WarrantsSecurities Act") and delivers any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such laws. In the event that a transfer is to you herewith be made in reliance upon an exemption from the Securities Act and such laws, in order to assure compliance with the Securities Act and such laws, the Holder desiring to effect such transfer and such Holder's prospective transferee shall each certify to the Trustee in writing the facts surrounding the transfer. In the event that such a Warrant Certificate or Certificatestransfer is to be made within three years from the date of the initial issuance of Certificates pursuant to the Agreement, registered there shall also be delivered (except in the Registered Holder's name, representing case of a number transfer pursuant to Rule 144A of Warrants at least equal the Securities Act) to the number Trustee of Exercised Warrantsan 115 Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be obtained at the expense of the Trustee, the Seller or the Depositor. The Holder hereof desiring to effect such transfer shall, and does hereby agree to, indemnify the Exercise Property Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with respect theretosuch federal and state laws. The Registered No transfer of a Certificate of this Class shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or Section 4975 of the Code, nor a person acting on behalf of any such plan, which representation letter shall not be an expense of the Trustee, or (ii) in the case of any such Class R Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan, an Opinion of Counsel satisfactory to the Trustee to the effect that the purchase or holding of such Class R Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee. Notwithstanding anything else to the contrary herein, any purported transfer of a Class R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the opinion of counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder hereby directs of this Class R Certificate will be deemed to have agreed to be bound by the Warrant Agent restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be transferred without delivery to the Trustee of (a) to deliver a transfer affidavit of the Warrant Property as follows: proposed transferee and (b) if a transfer certificate of the number transferor, each of Exercised Warrants is less than such documents to be in the number of Warrants represented by form described in the enclosed Warrant CertificateAgreement, (iii) each person holding or acquiring any Ownership Interest in this Class R Certificate must agree to require a transfer affidavit and to deliver a Warrant Certificate representing the unexercised Warrants to: Dated: -------------------------------------- (Registered Holder) By: --------------------------------- Authorized Signatory Address: Telephone: [If Warrant is a Global Warrant, insert this Schedule A.] SCHEDULE A [Designation of Universal Warrants] GLOBAL UNIVERSAL WARRANT SCHEDULE OF EXCHANGES The initial number of Universal Warrants represented by this Global Universal Warrant is __________. In accordance with the Universal Warrant Agreement dated as of ________, 20__ between the Issuer and _______________________, as Warrant Agent, the following reductions as a result of the exercise of the number of Universal Warrants indicated below have been made: Reduced Number Number of Outstanding Notation Made Date of Exchange Universal Following Such by or on Behalf of Excise Warrants Exercised Exercise of Warrant Agent EXHIBIT B FORM OF REGISTERED PUT WARRANT CERTIFICATE [FACE OF REGISTERED PUT WARRANT CERTIFICATE] No. _____ CUSIP No. __________ [Unless and until it is exchanged in whole or in part for Universal Warrants in definitive registered form, this Warrant Certificate and the Universal Warrants evidenced hereby may not be transferred except as a whole by the Depositary transfer certificate to the nominee of the Depositary or by a nominee of the Depositary Trustee as required pursuant to the Depositary Agreement, (iv) each person holding or another nominee acquiring an Ownership Interest in this Class R Certificate must agree not to transfer an Ownership Interest in this Class R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee Ownership Interest in this Class R Certificate in violation of such successor Depositary.] CREDIT SUISSE FIRST BOSTON (USA), INC. [Designation of Universal Warrants] NUMBER OF WARRANTS EVIDENCED BY THIS CERTIFICATE: [UP TO ____] CASH SETTLEMENT VALUE PER WARRANT (OR METHOD OF DETERMINING SAME): [WARRANT PROPERTY:] [AMOUNT OF WARRANT PROPERTY SALABLE PER WARRANT:] [PUT PRICE FOR SUCH SPECIFIED AMOUNT OF WARRANT PROPERTY PER WARRANT:] [METHOD OF DELIVERY OF ANY WARRANT PROPERTY TO BE DELIVERED FOR SALE UPON EXERCISE OF WARRANTS:] DATES OF EXERCISE: OTHER TERMS: This Warrant Certificate certifies that __________, or registered assigns, is the Registered Holder of the number of [Designation of Universal Warrants] (the "Warrants") [specified above] [specified on Schedule A hereto]. Upon receipt by the Warrant Agent of this Warrant Certificate, the exercise notice on the reverse hereof (or an exercise notice in substantially identical form delivered herewith)(the "Exercise Notice"), duly completed restrictions will be absolutely null and executed, void and the Amount of Warrant Property saleable per Warrant set forth above, adjusted, if applicable, as set forth above, for each Warrant to be exercised, delivered as set forth above at the Warrant Agent's Window, Attention: _________________, will vest no rights in the Borough of Manhattan, The City of New York (which is, on the date hereof, _________________________________, Attention: ____________________), each Warrant evidenced hereby entitles the Registered Holder hereof to receive, subject to the terms and conditions set forth herein and in the Warrant Agreement (as defined below), from Credit Suisse First Boston (USA), Inc. (the "Company") the [Cash Settlement Value][Put Price] per Warrant specified above. Unless otherwise indicated above, a Warrant will not require or entitle a Warrantholder to sell or deliver to the Company, nor will the Company be under any obligation to, nor will it, purchase or take delivery from any Warrantholder of, any Warrant Property, and upon exercise of a Warrant, the Company will make only a cash payment in the amount of the Cash Settlement Value or Put Price per Warrant. Warrantholders will not receive any interest on any Cash Settlement Valuepurported transferee. Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such hereof, which further provisions shall for all purposes have the same effect as though fully if set forth in at this place. This Warrant Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Warrant Agent.Trustee. * * *

Countersigned. as Warrant Agent By: ------------------------------- ---------------------------------------------------- Authorized Signatory of WELLS FARGO BANK MINNEXXXX, N.A., as Trustee EXHIBIT C [REVERSE FORM OF REGISTERED CALL WARRANT RESIDUAL CERTIFICATE] CREDIT SUISSE FIRST BOSTON SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL 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, AS AMENDED (USATHE "CODE"). NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. THIS CLASS R-1 CERTIFICATE HAS NO PRINCIPAL BALANCE, INCDOES NOT BEAR INTEREST AND WILL NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED IN THE AGREEMENT REFERRED TO HEREIN. The Warrants NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE, OR AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT. Certificate No. : R-1 Percentage Interest : 99.99% evidenced by this Warrant Certificate are part MELLON RESIDENTIAL FUNDING CORPORATION. MORTGAGE PASS-THROUGH CERTIFICATES, SERIES MRFC 2001-HEIL1 CLASS R evidencing the distributions allocable to the Class R Certificates with respect to a Trust Fund consisting primarily of a duly authorized issue pool of Universal Warrants issued fixed-rate mortgage loans (the "Mortgage Loans") secured by first or second liens on one- to four-family residential properties MELLON RESIDENTIAL FUNDING CORPORATION, AS DEPOSITOR This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Company Depositor, the Seller, the Master Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that Mellon Bank, N.A. is the registered owner of the Percentage Interest evidenced by this Certificate specified above in the interest represented by all Certificates of the Class to which this Certificate belongs to a Trust Fund consisting of the Mortgage Loans deposited by Mellon Residential Funding Corporation (the "Depositor"). The Trust Fund was created pursuant to a Universal Warrant Agreement, Pooling and Servicing Agreement dated as of ___________, _____ the Cut-off Date specified above (the "Warrant Agreement") among the Depositor, Mellon Bank, N.A., as seller (in such capacity, the "Seller") and as master servicer (in such capacity, the "Master Servicer"), between the Company and [____________________] Wells Fargo Bank Minnexxxx, N.A., as trustee (the "Warrant AgentTrustee") and are subject to ). To the terms and provisions contained in extent not defined herein, the Warrant Agreement, to all of which terms and provisions each Warrantholder consents by acceptance of this Warrant Certificate or a beneficial interest therein and which Warrant Agreement is hereby incorporated by reference in and made a part of this Warrant Certificate. Without limiting the foregoing, all capitalized terms used herein and not otherwise defined shall have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. This Certificate does not have a principal balance or pass-through rate and will be entitled to distributions only to the extent set forth in the Warrant Agreement. A copy Any distribution of the Warrant Agreement is on file proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Certificate at the Warrant Agent's Corporate Trust Office. The Warrants constitute No transfer of a separate series Certificate of Universal Warrants this Class shall be made unless such transfer is made pursuant to an effective registration statement under the Warrant Agreement. The Warrants are unsecured contractual obligations Securities Act of the Company and rank pari passu with the Company's other unsecured contractual obligations and with the Company's unsecured and unsubordinated debt. Subject to the provisions hereof and the Warrant Agreement1933, each Warrant may be exercised during the dates of exercise set forth on the face hereof by delivering or causing to be delivered this Warrant Certificate, the Exercise Notice, duly completed and executed, and the Exercise Property for each such Warrant to the Warrant Agent's Window, in the Borough of Manhattan, The City of New York, which is, on the date hereof (unless otherwise specified herein), [__________________________________________, Attention: _________________,] or at such other address as the Warrant Agent may specify from time to time. Each Warrant entitles the Warrantholder to receive, upon exercise, the Warrant Property set forth on the face hereof. The Warrant Agreement and the terms of the Warrants are subject to amendment as provided in the Warrant Agreement. This Warrant Certificate shall be governed by, and interpreted in accordance with, the laws of the State of New York. [Designation of Universal Warrants] Exercise Notice [Warrant Agent Name and Address] Attention: [________________] The undersigned amended (the "Registered Holder") hereby irrevocably exercises _______ Warrants (the "Exercised WarrantsSecurities Act") and delivers any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such laws. In the event that a transfer is to you herewith be made in reliance upon an exemption from the Securities Act and such laws, in order to assure compliance with the Securities Act and such laws, the Holder desiring to effect such transfer and such Holder's prospective transferee shall each certify to the Trustee in writing the facts surrounding the transfer. In the event that such a Warrant Certificate or Certificatestransfer is to be made within three years from the date of the initial issuance of Certificates pursuant to the Agreement, registered there shall also be delivered (except in the Registered Holder's name, representing case of a number transfer pursuant to Rule 144A of Warrants at least equal the Securities Act) to the number Trustee of Exercised Warrantsan Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be obtained at the expense of the Trustee, the Seller or the Depositor. The Holder hereof desiring to effect such transfer shall, and does hereby agree to, indemnify the Exercise Property Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with respect theretosuch federal and state laws. The Registered No transfer of a Certificate of this Class shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or Section 4975 of the Code, nor a person acting on behalf of any such plan, which representation letter shall not be an expense of the Trustee, or (ii) in the case of any such Class R Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan, an Opinion of Counsel satisfactory to the Trustee to the effect that the purchase or holding of such Class R Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee. Notwithstanding anything else to the contrary herein, any purported transfer of a Class R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the opinion of counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder hereby directs of this Class R Certificate will be deemed to have agreed to be bound by the Warrant Agent restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be transferred without delivery to the Trustee of (a) to deliver a transfer affidavit of the Warrant Property as follows: proposed transferee and (b) if a transfer certificate of the number transferor, each of Exercised Warrants is less than such documents to be in the number of Warrants represented by form described in the enclosed Warrant CertificateAgreement, (iii) each person holding or acquiring any Ownership Interest in this Class R Certificate must agree to require a transfer affidavit and to deliver a Warrant Certificate representing the unexercised Warrants to: Dated: -------------------------------------- (Registered Holder) By: --------------------------------- Authorized Signatory Address: Telephone: [If Warrant is a Global Warrant, insert this Schedule A.] SCHEDULE A [Designation of Universal Warrants] GLOBAL UNIVERSAL WARRANT SCHEDULE OF EXCHANGES The initial number of Universal Warrants represented by this Global Universal Warrant is __________. In accordance with the Universal Warrant Agreement dated as of ________, 20__ between the Issuer and _______________________, as Warrant Agent, the following reductions as a result of the exercise of the number of Universal Warrants indicated below have been made: Reduced Number Number of Outstanding Notation Made Date of Exchange Universal Following Such by or on Behalf of Excise Warrants Exercised Exercise of Warrant Agent EXHIBIT B FORM OF REGISTERED PUT WARRANT CERTIFICATE [FACE OF REGISTERED PUT WARRANT CERTIFICATE] No. _____ CUSIP No. __________ [Unless and until it is exchanged in whole or in part for Universal Warrants in definitive registered form, this Warrant Certificate and the Universal Warrants evidenced hereby may not be transferred except as a whole by the Depositary transfer certificate to the nominee of the Depositary or by a nominee of the Depositary Trustee as required pursuant to the Depositary Agreement, (iv) each person holding or another nominee acquiring an Ownership Interest in this Class R Certificate must agree not to transfer an Ownership Interest in this Class R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee Ownership Interest in this Class R Certificate in violation of such successor Depositary.] CREDIT SUISSE FIRST BOSTON (USA), INC. [Designation of Universal Warrants] NUMBER OF WARRANTS EVIDENCED BY THIS CERTIFICATE: [UP TO ____] CASH SETTLEMENT VALUE PER WARRANT (OR METHOD OF DETERMINING SAME): [WARRANT PROPERTY:] [AMOUNT OF WARRANT PROPERTY SALABLE PER WARRANT:] [PUT PRICE FOR SUCH SPECIFIED AMOUNT OF WARRANT PROPERTY PER WARRANT:] [METHOD OF DELIVERY OF ANY WARRANT PROPERTY TO BE DELIVERED FOR SALE UPON EXERCISE OF WARRANTS:] DATES OF EXERCISE: OTHER TERMS: This Warrant Certificate certifies that __________, or registered assigns, is the Registered Holder of the number of [Designation of Universal Warrants] (the "Warrants") [specified above] [specified on Schedule A hereto]. Upon receipt by the Warrant Agent of this Warrant Certificate, the exercise notice on the reverse hereof (or an exercise notice in substantially identical form delivered herewith)(the "Exercise Notice"), duly completed restrictions will be absolutely null and executed, void and the Amount of Warrant Property saleable per Warrant set forth above, adjusted, if applicable, as set forth above, for each Warrant to be exercised, delivered as set forth above at the Warrant Agent's Window, Attention: _________________, will vest no rights in the Borough of Manhattan, The City of New York (which is, on the date hereof, _________________________________, Attention: ____________________), each Warrant evidenced hereby entitles the Registered Holder hereof to receive, subject to the terms and conditions set forth herein and in the Warrant Agreement (as defined below), from Credit Suisse First Boston (USA), Inc. (the "Company") the [Cash Settlement Value][Put Price] per Warrant specified above. Unless otherwise indicated above, a Warrant will not require or entitle a Warrantholder to sell or deliver to the Company, nor will the Company be under any obligation to, nor will it, purchase or take delivery from any Warrantholder of, any Warrant Property, and upon exercise of a Warrant, the Company will make only a cash payment in the amount of the Cash Settlement Value or Put Price per Warrant. Warrantholders will not receive any interest on any Cash Settlement Valuepurported transferee. Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such hereof, which further provisions shall for all purposes have the same effect as though fully if set forth in at this place. This Warrant Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Warrant Agent.Trustee. * * *

Countersigned. as Warrant Agent By: ------------------------------- Authorized Signatory [REVERSE OF REGISTERED CALL WARRANT CERTIFICATE] CREDIT SUISSE FIRST BOSTON (USA), INC. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Universal Warrants issued by the Company pursuant to a Universal Warrant Agreement, dated as of ___________, _____ (the "Warrant Agreement"), between the Company and [____________________] (the "Warrant Agent") and are subject to the terms and provisions contained in the Warrant Agreement, to all of which terms and provisions each Warrantholder consents by acceptance of this Warrant Certificate or a beneficial interest therein and which Warrant Agreement is hereby incorporated by reference in and made a part of this Warrant Certificate. Without limiting the foregoing, all capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Warrant Agreement. A copy of the Warrant Agreement is on file at the Warrant Agent's Office. The Warrants constitute a separate series of Universal Warrants under the Warrant Agreement. The Warrants are unsecured contractual obligations of the Company and rank pari passu with the Company's other unsecured contractual obligations and with the Company's unsecured and unsubordinated debt. Subject to the provisions hereof and the Warrant Agreement, each Warrant may be exercised during the dates of exercise set forth on the face hereof by delivering or causing to be delivered this Warrant Certificate, the Exercise Notice, duly completed and executed, and the Exercise Property for each such Warrant to the Warrant Agent's Window, in the Borough of Manhattan, The City of New York, which is, on the date hereof (unless otherwise specified herein), [By __________________________________________, Attention: _________________,] or at such other address as the Warrant Agent may specify from time to time. Each Warrant entitles the Warrantholder to receive, upon exercise, the Warrant Property set forth on the face hereof. The Warrant Agreement and the terms of the Warrants are subject to amendment as provided in the Warrant Agreement. This Warrant Certificate shall be governed by, and interpreted in accordance with, the laws of the State of New York. [Designation of Universal Warrants] Exercise Notice [Warrant Agent Name and Address] Attention: [________________] The undersigned (the "Registered Holder") hereby irrevocably exercises _______ Warrants (the "Exercised Warrants") and delivers to you herewith a Warrant Certificate or Certificates, registered in the Registered Holder's name, representing a number of Warrants at least equal to the number of Exercised Warrants, and the Exercise Property with respect thereto. The Registered Holder hereby directs the Warrant Agent (a) to deliver the Warrant Property as follows: and (b) if the number of Exercised Warrants is less than the number of Warrants represented by the enclosed Warrant Certificate, to deliver a Warrant Certificate representing the unexercised Warrants to: Dated: -------------------------------------- (Registered Holder) By: --------------------------------- Authorized Signatory Address: Telephone: [If Warrant is a Global Warrant, insert this Schedule A.] SCHEDULE A [Designation of Universal Warrants] GLOBAL UNIVERSAL WARRANT SCHEDULE OF EXCHANGES The initial number of Universal Warrants represented by this Global Universal Warrant is __________. In accordance with the Universal Warrant Agreement dated as of ________, 20__ between the Issuer and _______________________THE CHASE MANHATTAN BANK, as Warrant Agent, the following reductions as a result of the exercise of the number of Universal Warrants indicated below have been made: Reduced Number Number of Outstanding Notation Made Date of Exchange Universal Following Such by or on Behalf of Excise Warrants Exercised Exercise of Warrant Agent Trustee EXHIBIT B [FORM OF REGISTERED PUT WARRANT CERTIFICATE [FACE OF REGISTERED PUT WARRANT SUBORDINATE CERTIFICATE] No. _____ CUSIP No. __________ [Unless and until it is exchanged in whole or in part for Universal Warrants in definitive registered formUNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, this Warrant Certificate and the Universal Warrants evidenced hereby may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.] CREDIT SUISSE FIRST BOSTON A NEW YORK CORPORATION (USA), INC. [Designation of Universal Warrants] NUMBER OF WARRANTS EVIDENCED BY THIS CERTIFICATE: [UP TO ____] CASH SETTLEMENT VALUE PER WARRANT (OR METHOD OF DETERMINING SAME): [WARRANT PROPERTY:] [AMOUNT OF WARRANT PROPERTY SALABLE PER WARRANT:] [PUT PRICE FOR SUCH SPECIFIED AMOUNT OF WARRANT PROPERTY PER WARRANT:] [METHOD OF DELIVERY OF ANY WARRANT PROPERTY TO BE DELIVERED FOR SALE UPON EXERCISE OF WARRANTS:] DATES OF EXERCISE: OTHER TERMS: This Warrant Certificate certifies that __________, or registered assigns, is the Registered Holder of the number of [Designation of Universal Warrants] (the "Warrants") [specified above] [specified on Schedule A hereto]. Upon receipt by the Warrant Agent of this Warrant Certificate, the exercise notice on the reverse hereof (or an exercise notice in substantially identical form delivered herewith)(the "Exercise NoticeDTC"), duly completed and executedTO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, and the Amount of Warrant Property saleable per Warrant set forth aboveEXCHANGE, adjustedOR PAYMENT, if applicable, as set forth above, for each Warrant to be exercised, delivered as set forth above at the Warrant Agent's Window, Attention: _________________, in the Borough of Manhattan, The City of New York 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 (which is, on the date hereof, _________________________________, Attention: ____________________AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), each Warrant evidenced hereby entitles the Registered Holder hereof to receiveANY TRANSFER, subject to the terms and conditions set forth herein and in the Warrant Agreement PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, [CEDE & CO.][DLJ MORTGAGE CAPITAL, INC.], 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, AS AMENDED (as defined belowTHE "CODE"). THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN. NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE [BUT NOT IF THE DEPOSITOR DELIVERS TO THE TRUSTEE AN OFFICER'S CERTIFICATE TO THE EFFECT THAT SUCH RESTRICTIONS NO LONGER APPLY] EITHER A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), from Credit Suisse First Boston OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE, OR, IF THE PURCHASER IS AN INSURANCE COMPANY, A REPRESENTATION IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN OR AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE OFFICER'S CERTIFICATE OR THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT. [THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (USA"THE ACT"), Inc. (the "Company") the [Cash Settlement Value][Put Price] per Warrant specified above. Unless otherwise indicated above, a Warrant will not require or entitle a Warrantholder to sell or deliver to the Company, nor will the Company be under any obligation to, nor will it, purchase or take delivery from any Warrantholder of, any Warrant Property, and upon exercise of a Warrant, the Company will make only a cash payment in the amount of the Cash Settlement Value or Put Price per Warrant. Warrantholders will not receive any interest on any Cash Settlement Value. Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Warrant Certificate shall not be valid unless countersigned by the Warrant AgentANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.]

Countersigned. as Warrant Agent By: ------------------------------- ---------------------------------------------------- Authorized Signatory [REVERSE of WELLS FARGO BANK MINNEXXXX, N.A., as Trustee 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, AS AMENDED (THE "CODE"). THIS CERTIFICATE HAS NOT BEEN REGISTERED CALL WARRANT CERTIFICATE] CREDIT SUISSE FIRST BOSTON UNDER THE SECURITIES ACT OF 1933, AS AMENDED (USATHE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. THIS CLASS BIO CERTIFICATE HAS NO PRINCIPAL BALANCE, INCDOES NOT BEAR INTEREST AND WILL NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN. The Warrants NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE, OR AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT. Certificate No.: 1 Percentage Interest evidenced by this Warrant Certificate are part Certificate: 100.00% Class: BIO MELLON RESIDENTIAL FUNDING CORPORATION. Mortgage Pass-Through Certificates, Series MRFC 2001-HEIL1 Class BIO evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class with respect to a Trust consisting primarily of a duly authorized issue pool of Universal Warrants issued closed-end fixed rate and variable rate home equity loans (the "Mortgage Loans") MELLON RESIDENTIAL FUNDING CORPORATION, AS DEPOSITOR This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Company Depositor, the Seller, the Master Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that MELLON BANK, N.A. is the registered owner of the Percentage Interest evidenced by this Certificate specified above in the interest represented by all Certificates of the Class to which this Certificate belongs to a Trust Fund consisting of the Mortgage Loans deposited by Mellon Residential Funding Corporation (the "Depositor"). The Trust Fund was created pursuant to a Universal Warrant Agreement, Pooling and Servicing Agreement dated as of ___________, _____ the Cut-off Date specified above (the "Warrant Agreement") among the Depositor, Mellon Bank, N.A., as seller (in such capacity, the "Seller") and as master servicer (in such capacity, the "Master Servicer"), between the Company and [____________________] Wells Fargo Bank Minnexxxx, N.A., as trustee (the "Warrant AgentTrustee") and are subject to ). To the terms and provisions contained in extent not defined herein, the Warrant Agreement, to all of which terms and provisions each Warrantholder consents by acceptance of this Warrant Certificate or a beneficial interest therein and which Warrant Agreement is hereby incorporated by reference in and made a part of this Warrant Certificate. Without limiting the foregoing, all capitalized terms used herein and not otherwise defined shall have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.No distributions xxx xxxected to be made on this Certificate. This Certificate does not have a principal balance or pass-through rate and will be entitled to distributions only to the extent set forth in the Warrant Agreement. A copy Any distribution of the Warrant Agreement is on file proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Certificate at the Warrant Agent's Corporate Trust Office. The Warrants constitute No transfer of a separate series Certificate of Universal Warrants this Class shall be made unless such transfer is made pursuant to an effective registration statement under the Warrant Securities Act and any applicable state securities laws or is exempt from the registration requirements under said Act and such laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and such laws, in order to assure compliance with the Securities Act and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder's prospective transferee shall each certify to the Trustee in writing the facts surrounding the transfer. In the event that such a transfer is to be made within three years from the date of the initial issuance of Certificates pursuant to the Agreement, there shall also be delivered (except in the case of a transfer pursuant to Rule 144A of the Securities Act) to the Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be obtained at the expense of the Trustee or the Seller. The Warrants are unsecured contractual obligations Holder hereof desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of a Certificate of this Class shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or Section 4975 of the Company and rank pari passu with Code, nor a person acting on behalf of any such plan, which representation letter shall not be an expense of the Company's Trustee, or (ii) in the case of any such Certificate presented for registration in the name of a in the name of an employee benefit plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other unsecured contractual obligations and with the Company's unsecured and unsubordinated debt. Subject person acting on behalf of any such plan, an Opinion of Counsel satisfactory to the Trustee to the effect that the purchase or holding of such Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions hereof of ERISA and the Warrant Code and will not subject the Trustee to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate of this Class to or on behalf of an employee benefit plan subject to ERISA or to the Code without the opinion of counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each Warrant person holding or acquiring any Ownership Interest in this Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Certificate may be exercised during the dates of exercise set forth on the face hereof by delivering or causing to be delivered this Warrant Certificate, the Exercise Notice, duly completed and executed, and the Exercise Property for each such Warrant transferred without delivery to the Warrant Agent's Window, in the Borough Trustee of Manhattan, The City of New York, which is, on the date hereof (unless otherwise specified herein), [__________________________________________, Attention: _________________,] or at such other address as the Warrant Agent may specify from time to time. Each Warrant entitles the Warrantholder to receive, upon exercise, the Warrant Property set forth on the face hereof. The Warrant Agreement and the terms of the Warrants are subject to amendment as provided in the Warrant Agreement. This Warrant Certificate shall be governed by, and interpreted in accordance with, the laws of the State of New York. [Designation of Universal Warrants] Exercise Notice [Warrant Agent Name and Address] Attention: [________________] The undersigned (the "Registered Holder") hereby irrevocably exercises _______ Warrants (the "Exercised Warrants") and delivers to you herewith a Warrant Certificate or Certificates, registered in the Registered Holder's name, representing a number of Warrants at least equal to the number of Exercised Warrants, and the Exercise Property with respect thereto. The Registered Holder hereby directs the Warrant Agent (a) to deliver a transfer affidavit of the Warrant Property as follows: proposed transferee and (b) if a transfer certificate of the number transferor, each of Exercised Warrants is less than such documents to be in the number of Warrants represented by form described in the enclosed Warrant CertificateAgreement, (iii) each person holding or acquiring any Ownership Interest in this Certificate must agree to require a transfer affidavit and to deliver a Warrant Certificate representing the unexercised Warrants to: Dated: -------------------------------------- (Registered Holder) By: --------------------------------- Authorized Signatory Address: Telephone: [If Warrant is a Global Warrant, insert this Schedule A.] SCHEDULE A [Designation of Universal Warrants] GLOBAL UNIVERSAL WARRANT SCHEDULE OF EXCHANGES The initial number of Universal Warrants represented by this Global Universal Warrant is __________. In accordance with the Universal Warrant Agreement dated as of ________, 20__ between the Issuer and _______________________, as Warrant Agent, the following reductions as a result of the exercise of the number of Universal Warrants indicated below have been made: Reduced Number Number of Outstanding Notation Made Date of Exchange Universal Following Such by or on Behalf of Excise Warrants Exercised Exercise of Warrant Agent EXHIBIT B FORM OF REGISTERED PUT WARRANT CERTIFICATE [FACE OF REGISTERED PUT WARRANT CERTIFICATE] No. _____ CUSIP No. __________ [Unless and until it is exchanged in whole or in part for Universal Warrants in definitive registered form, this Warrant Certificate and the Universal Warrants evidenced hereby may not be transferred except as a whole by the Depositary transfer certificate to the nominee of the Depositary or by a nominee of the Depositary Trustee as required pursuant to the Depositary Agreement, (iv) each person holding or another nominee acquiring an Ownership Interest in this Certificate must agree not to transfer an Ownership Interest in this Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee Ownership Interest in this Certificate in violation of such successor Depositary.] CREDIT SUISSE FIRST BOSTON (USA), INC. [Designation of Universal Warrants] NUMBER OF WARRANTS EVIDENCED BY THIS CERTIFICATE: [UP TO ____] CASH SETTLEMENT VALUE PER WARRANT (OR METHOD OF DETERMINING SAME): [WARRANT PROPERTY:] [AMOUNT OF WARRANT PROPERTY SALABLE PER WARRANT:] [PUT PRICE FOR SUCH SPECIFIED AMOUNT OF WARRANT PROPERTY PER WARRANT:] [METHOD OF DELIVERY OF ANY WARRANT PROPERTY TO BE DELIVERED FOR SALE UPON EXERCISE OF WARRANTS:] DATES OF EXERCISE: OTHER TERMS: This Warrant Certificate certifies that __________, or registered assigns, is the Registered Holder of the number of [Designation of Universal Warrants] (the "Warrants") [specified above] [specified on Schedule A hereto]. Upon receipt by the Warrant Agent of this Warrant Certificate, the exercise notice on the reverse hereof (or an exercise notice in substantially identical form delivered herewith)(the "Exercise Notice"), duly completed restrictions will be absolutely null and executed, void and the Amount of Warrant Property saleable per Warrant set forth above, adjusted, if applicable, as set forth above, for each Warrant to be exercised, delivered as set forth above at the Warrant Agent's Window, Attention: _________________, will vest no rights in the Borough of Manhattan, The City of New York (which is, on the date hereof, _________________________________, Attention: ____________________), each Warrant evidenced hereby entitles the Registered Holder hereof to receive, subject to the terms and conditions set forth herein and in the Warrant Agreement (as defined below), from Credit Suisse First Boston (USA), Inc. (the "Company") the [Cash Settlement Value][Put Price] per Warrant specified above. Unless otherwise indicated above, a Warrant will not require or entitle a Warrantholder to sell or deliver to the Company, nor will the Company be under any obligation to, nor will it, purchase or take delivery from any Warrantholder of, any Warrant Property, and upon exercise of a Warrant, the Company will make only a cash payment in the amount of the Cash Settlement Value or Put Price per Warrant. Warrantholders will not receive any interest on any Cash Settlement Valuepurported transferee. Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such hereof, which further provisions shall for all purposes have the same effect as though fully if set forth in at this place. This Warrant Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Warrant Agent.Trustee. * * *

Countersigned. as Warrant Agent By: ------------------------------- -------------------------------- Authorized Signatory [REVERSE OF REGISTERED CALL WARRANT CERTIFICATE] CREDIT SUISSE FIRST BOSTON ------------------------------- 1 To be signed by (USA)1) Chairman of the Board, INC. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Universal Warrants issued by the Company pursuant to a Universal Warrant AgreementChief Executive Officer, dated as of ___________, _____ (the "Warrant Agreement"), between the Company and [____________________] (the "Warrant Agent") and are subject to the terms and provisions contained in the Warrant Agreement, to all of which terms and provisions each Warrantholder consents by acceptance of this Warrant Certificate President or a beneficial interest therein Vice President and which Warrant Agreement is hereby incorporated by reference in and made a part (2) Secretary or Assistant Secretary. [FORM OF WARRANT] [Reverse of this Warrant Certificate. Without limiting the foregoing, all capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Warrant Agreement. A copy of the Warrant Agreement is on file at the Warrant Agent's Office. The Warrants constitute a separate series of Universal Warrants under the Warrant Agreement. The Warrants are unsecured contractual obligations of the Company and rank pari passu with the Company's other unsecured contractual obligations and with the Company's unsecured and unsubordinated debt. Subject to the provisions hereof and the Warrant Agreement, each Warrant may be exercised during the dates of exercise set forth on the face hereof by delivering or causing to be delivered this Warrant Certificate, the Exercise Notice, duly completed and executed, and the Exercise Property for each such Warrant to the Warrant Agent's Window, in the Borough of Manhattan, The City of New York, which is, on the date hereof (unless otherwise specified herein), [__________________________________________, Attention: _________________,] or at such other address as the Warrant Agent may specify from time to time. Each Warrant entitles the Warrantholder to receive, upon exercise, the Warrant Property set forth on the face hereof. The Warrant Agreement and the terms of the Warrants are subject to amendment as provided in the Warrant Agreement. This Warrant Certificate shall be governed by, and interpreted in accordance with, the laws of the State of New York. [Designation of Universal Warrants] Exercise Notice [Warrant Agent Name and Address] Attention: [________________] The undersigned (the "Registered Holder") hereby irrevocably exercises _______ Warrants (the "Exercised Warrants") and delivers to you herewith a Warrant Certificate or Certificates, registered in the Registered Holder's name, representing a number of Warrants at least equal to the number of Exercised Warrants, and the Exercise Property with respect thereto. The Registered Holder hereby directs the Warrant Agent (a) to deliver the Warrant Property as follows: and (b) if the number of Exercised Warrants is less than the number of Warrants represented by the enclosed Warrant Certificate, to deliver a Warrant Certificate representing the unexercised Warrants to: Dated: -------------------------------------- (Registered Holder) By: --------------------------------- Authorized Signatory Address: Telephone: [If Warrant is a Global Warrant, insert this Schedule A.] SCHEDULE A [Designation of Universal Warrants] GLOBAL UNIVERSAL WARRANT SCHEDULE OF EXCHANGES The initial number of Universal Warrants represented by this Global Universal Warrant is __________. In accordance with the Universal Warrant Agreement dated as of ________, 20__ between the Issuer and _______________________, as Warrant Agent, the following reductions as a result of the exercise of the number of Universal Warrants indicated below have been made: Reduced Number Number of Outstanding Notation Made Date of Exchange Universal Following Such by or on Behalf of Excise Warrants Exercised Exercise of Warrant Agent EXHIBIT B FORM OF REGISTERED PUT WARRANT CERTIFICATE [FACE OF REGISTERED PUT WARRANT CERTIFICATE] No. _____ CUSIP No. __________ [Unless and until it is exchanged in whole or in part for Universal Warrants in definitive registered certificated form, this Warrant Certificate and the Universal Warrants evidenced hereby may not be transferred except as a whole by the Depositary to the a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.] CREDIT SUISSE FIRST BOSTON . Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (USA), INC. [Designation of Universal Warrants] NUMBER OF WARRANTS EVIDENCED BY THIS CERTIFICATE: [UP TO ____] CASH SETTLEMENT VALUE PER WARRANT (OR METHOD OF DETERMINING SAME): [WARRANT PROPERTY:] [AMOUNT OF WARRANT PROPERTY SALABLE PER WARRANT:] [PUT PRICE FOR SUCH SPECIFIED AMOUNT OF WARRANT PROPERTY PER WARRANT:] [METHOD OF DELIVERY OF ANY WARRANT PROPERTY TO BE DELIVERED FOR SALE UPON EXERCISE OF WARRANTS:] DATES OF EXERCISE: OTHER TERMS: This Warrant Certificate certifies that __________, or registered assigns, is the Registered Holder of the number of [Designation of Universal Warrants] (the "Warrants") [specified above] [specified on Schedule A hereto]. Upon receipt by the Warrant Agent of this Warrant Certificate, the exercise notice on the reverse hereof (or an exercise notice in substantially identical form delivered herewith)(the "Exercise NoticeDTC"), duly completed and executedto the issuer or its agent for registration of transfer, exchange or payment, and the Amount of Warrant Property saleable per Warrant set forth above, adjusted, if applicable, as set forth above, for each Warrant to be exercised, delivered as set forth above at the Warrant Agent's Window, Attention: _________________, any certificate issued is registered in the Borough name of ManhattanCede & Co. or such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as is requested by an authorized representative of DTC), The City of New York (which isany transfer, on pledge or other use hereof for value or otherwise by or to any person is wrongful inasmuch as the date registered owner hereof, _________________________________Cede & Co., Attention: ____________________has an interest herein.]2 "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE 'ACT'), each Warrant evidenced hereby entitles the Registered Holder hereof to receiveAND, subject to the terms and conditions set forth herein and in the Warrant Agreement (as defined below)ACCORDINGLY, from Credit Suisse First Boston (USA)MAY NOT BE OFFERED, Inc. (the "Company") the [Cash Settlement Value][Put Price] per Warrant specified aboveSOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THIS PARAGRAPH. Unless otherwise indicated aboveIN ADDITION, a Warrant will not require or entitle a Warrantholder to sell or deliver to the CompanyCOLORADO GAMING AUTHORITIES MAY LIMIT, nor will the Company be under any obligation toRESTRICT OR PROHIBIT THE OFFER, nor will itSALE, purchase or take delivery from any Warrantholder ofPLEDGE OR TRANSFER OF THIS SECURITY OR THE EXERCISE OF THIS SECURITY INTO COMMON STOCK. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, any Warrant Property, and upon exercise of a Warrant, the Company will make only a cash payment in the amount of the Cash Settlement Value or Put Price per Warrant. Warrantholders will not receive any interest on any Cash Settlement Value. Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent.THE WARRANT HOLDER:

Countersigned. as Warrant Agent By: ------------------------------- ---------------------------------------------------- Authorized Signatory [REVERSE of WELLS FARGO BANK MINNEXXXX, N.A., as Trustee SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF REGISTERED CALL WARRANT THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. THIS CERTIFICATE REPRESENTS THE "TAX MATTERS PERSON RESIDUAL INTEREST CERTIFICATE] CREDIT SUISSE FIRST BOSTON (USA)" ISSUED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW AND MAY NOT BE TRANSFERRED TO ANY PERSON EXCEPT IN CONNECTION WITH THE ASSUMPTION BY THE TRANSFEREE OF THE DUTIES OF THE SERVICER UNDER SUCH AGREEMENT. THIS CLASS R-2 CERTIFICATE HAS NO PRINCIPAL BALANCE, INCDOES NOT BEAR INTEREST AND WILL NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED IN THE AGREEMENT REFERRED TO HEREIN. The Warrants NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE, OR AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT. Certificate No. : R-2 Percentage Interest : .01% evidenced by this Warrant Certificate are part MELLON RESIDENTIAL FUNDING CORPORATION. MORTGAGE PASS-THROUGH CERTIFICATES, SERIES MRFC 2001-HEIL1 CLASS R evidencing the distributions allocable to the Class R Certificates with respect to a Trust Fund consisting primarily of a duly authorized issue pool of Universal Warrants issued fixed-rate mortgage loans (the "Mortgage Loans") secured by first or second liens on one- to four-family residential properties MELLON RESIDENTIAL FUNDING CORPORATION, AS DEPOSITOR This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Company Depositor, the Seller, the Master Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that Mellon Bank, N.A. is the registered owner of the Percentage Interest evidenced by this Certificate specified above in the interest represented by all Certificates of the Class to which this Certificate belongs) to a Trust Fund consisting of the Mortgage Loans deposited by Mellon Residential Funding Corporation (the "Depositor"). The Trust Fund was created pursuant to a Universal Warrant Agreement, Pooling and Servicing Agreement dated as of ___________, _____ the Cut-off Date specified above (the "Warrant Agreement") among the Depositor, Mellon Bank, N.A., as seller (in such capacity, the "Seller") and as master servicer (in such capacity, the "Master Servicer"), between the Company and [____________________] Wells Fargo Bank Minnexxxx, N.A., as trustee (the "Warrant AgentTrustee") and are subject to ). To the terms and provisions contained in extent not defined herein, the Warrant Agreement, to all of which terms and provisions each Warrantholder consents by acceptance of this Warrant Certificate or a beneficial interest therein and which Warrant Agreement is hereby incorporated by reference in and made a part of this Warrant Certificate. Without limiting the foregoing, all capitalized terms used herein and not otherwise defined shall have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. This Certificate does not have principal balance or pass-through rate and will be entitled to distributions only to the extent set forth in the Warrant Agreement. A copy Any distribution of the Warrant Agreement is on file proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Certificate at the Warrant Agent's Corporate Trust Office. The Warrants constitute No transfer of a separate series Certificate of Universal Warrants this Class shall be made unless such transfer is made pursuant to an effective registration statement under the Warrant Agreement. The Warrants are unsecured contractual obligations Securities Act of the Company and rank pari passu with the Company's other unsecured contractual obligations and with the Company's unsecured and unsubordinated debt. Subject to the provisions hereof and the Warrant Agreement1933, each Warrant may be exercised during the dates of exercise set forth on the face hereof by delivering or causing to be delivered this Warrant Certificate, the Exercise Notice, duly completed and executed, and the Exercise Property for each such Warrant to the Warrant Agent's Window, in the Borough of Manhattan, The City of New York, which is, on the date hereof (unless otherwise specified herein), [__________________________________________, Attention: _________________,] or at such other address as the Warrant Agent may specify from time to time. Each Warrant entitles the Warrantholder to receive, upon exercise, the Warrant Property set forth on the face hereof. The Warrant Agreement and the terms of the Warrants are subject to amendment as provided in the Warrant Agreement. This Warrant Certificate shall be governed by, and interpreted in accordance with, the laws of the State of New York. [Designation of Universal Warrants] Exercise Notice [Warrant Agent Name and Address] Attention: [________________] The undersigned amended (the "Registered Holder") hereby irrevocably exercises _______ Warrants (the "Exercised WarrantsSecurities Act") and delivers any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such laws. In the event that a transfer is to you herewith be made in reliance upon an exemption from the Securities Act and such laws, in order to assure compliance with the Securities Act and such laws, the Holder desiring to effect such transfer and such Holder's prospective transferee shall each certify to the Trustee in writing the facts surrounding the transfer. In the event that such a Warrant Certificate or Certificatestransfer is to be made within three years from the date of the initial issuance of Certificates pursuant to the Agreement, registered there shall also be delivered (except in the Registered Holder's name, representing case of a number transfer pursuant to Rule 144A of Warrants at least equal the Securities Act) to the number Trustee of Exercised Warrantsan Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be obtained at the expense of the Trustee, the Seller or the Depositor. The Holder hereof desiring to effect such transfer shall, and does hereby agree to, indemnify the Exercise Property Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with respect theretosuch federal and state laws. The Registered No transfer of a Certificate of this Class shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or Section 4975 of the Code, nor a person acting on behalf of any such plan, which representation letter shall not be an expense of the Trustee, or (ii) in the case of any such Class R Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan, an Opinion of Counsel satisfactory to the Trustee to the effect that the purchase or holding of such Class R Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee. Notwithstanding anything else to the contrary herein, any purported transfer of a Class R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the opinion of counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder hereby directs of this Class R Certificate will be deemed to have agreed to be bound by the Warrant Agent restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be transferred without delivery to the Trustee of (a) to deliver a transfer affidavit of the Warrant Property as follows: proposed transferee and (b) if a transfer certificate of the number transferor, each of Exercised Warrants is less than such documents to be in the number of Warrants represented by form described in the enclosed Warrant CertificateAgreement, (iii) each person holding or acquiring any Ownership Interest in this Class R Certificate must agree to require a transfer affidavit and to deliver a Warrant Certificate representing the unexercised Warrants to: Dated: -------------------------------------- (Registered Holder) By: --------------------------------- Authorized Signatory Address: Telephone: [If Warrant is a Global Warrant, insert this Schedule A.] SCHEDULE A [Designation of Universal Warrants] GLOBAL UNIVERSAL WARRANT SCHEDULE OF EXCHANGES The initial number of Universal Warrants represented by this Global Universal Warrant is __________. In accordance with the Universal Warrant Agreement dated as of ________, 20__ between the Issuer and _______________________, as Warrant Agent, the following reductions as a result of the exercise of the number of Universal Warrants indicated below have been made: Reduced Number Number of Outstanding Notation Made Date of Exchange Universal Following Such by or on Behalf of Excise Warrants Exercised Exercise of Warrant Agent EXHIBIT B FORM OF REGISTERED PUT WARRANT CERTIFICATE [FACE OF REGISTERED PUT WARRANT CERTIFICATE] No. _____ CUSIP No. __________ [Unless and until it is exchanged in whole or in part for Universal Warrants in definitive registered form, this Warrant Certificate and the Universal Warrants evidenced hereby may not be transferred except as a whole by the Depositary transfer certificate to the nominee of the Depositary or by a nominee of the Depositary Trustee as required pursuant to the Depositary Agreement, (iv) each person holding or another nominee acquiring an Ownership Interest in this Class R Certificate must agree not to transfer an Ownership Interest in this Class R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee Ownership Interest in this Class R Certificate in violation of such successor Depositary.] CREDIT SUISSE FIRST BOSTON (USA), INC. [Designation of Universal Warrants] NUMBER OF WARRANTS EVIDENCED BY THIS CERTIFICATE: [UP TO ____] CASH SETTLEMENT VALUE PER WARRANT (OR METHOD OF DETERMINING SAME): [WARRANT PROPERTY:] [AMOUNT OF WARRANT PROPERTY SALABLE PER WARRANT:] [PUT PRICE FOR SUCH SPECIFIED AMOUNT OF WARRANT PROPERTY PER WARRANT:] [METHOD OF DELIVERY OF ANY WARRANT PROPERTY TO BE DELIVERED FOR SALE UPON EXERCISE OF WARRANTS:] DATES OF EXERCISE: OTHER TERMS: This Warrant Certificate certifies that __________, or registered assigns, is the Registered Holder of the number of [Designation of Universal Warrants] (the "Warrants") [specified above] [specified on Schedule A hereto]. Upon receipt by the Warrant Agent of this Warrant Certificate, the exercise notice on the reverse hereof (or an exercise notice in substantially identical form delivered herewith)(the "Exercise Notice"), duly completed restrictions will be absolutely null and executed, void and the Amount of Warrant Property saleable per Warrant set forth above, adjusted, if applicable, as set forth above, for each Warrant to be exercised, delivered as set forth above at the Warrant Agent's Window, Attention: _________________, will vest no rights in the Borough of Manhattan, The City of New York (which is, on the date hereof, _________________________________, Attention: ____________________), each Warrant evidenced hereby entitles the Registered Holder hereof to receive, subject to the terms and conditions set forth herein and in the Warrant Agreement (as defined below), from Credit Suisse First Boston (USA), Inc. (the "Company") the [Cash Settlement Value][Put Price] per Warrant specified above. Unless otherwise indicated above, a Warrant will not require or entitle a Warrantholder to sell or deliver to the Company, nor will the Company be under any obligation to, nor will it, purchase or take delivery from any Warrantholder of, any Warrant Property, and upon exercise of a Warrant, the Company will make only a cash payment in the amount of the Cash Settlement Value or Put Price per Warrant. Warrantholders will not receive any interest on any Cash Settlement Valuepurported transferee. Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such hereof, which further provisions shall for all purposes have the same effect as though fully if set forth in at this place. This Warrant Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Warrant AgentTrustee.

Countersigned. as Warrant Agent By: ------------------------------- Authorized Signatory of WXXXX FARGO BANK, N.A., as Trust Administrator EXHIBIT A-2 (FORM OF CLASS [REVERSE 4-A-3] [4-A-7] [4-AX] CERTIFICATE) UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF REGISTERED CALL WARRANT CERTIFICATE] CREDIT SUISSE FIRST BOSTON THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (USA“DTC”), INCTO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. The Warrants evidenced by 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. 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, AS AMENDED (THE “CODE”). THIS CERTIFICATE HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY DISTRIBUTIONS IN RESPECT OF PRINCIPAL. Certificate No.: [1] Cut-off Date: September 1, 2007 First Distribution Date: October 25, 2007 Last Scheduled Distribution Date: October 25, 2047 Pass-Through Rate: [_____]% Initial Notional Amount of this Warrant Certificate are part of a duly authorized issue of Universal Warrants issued by the Company pursuant to a Universal Warrant Agreement, dated as of (“Denomination”): $[___________, _____ (the "Warrant Agreement"), between the Company and ] Initial Notional Amount of all Certificates of this Class: $[____________________] (the "Warrant Agent") and are subject to the terms and provisions contained in the Warrant Agreement, to all of which terms and provisions each Warrantholder consents by acceptance of this Warrant Certificate or a beneficial interest therein and which Warrant Agreement is hereby incorporated by reference in and made a part of this Warrant Certificate. Without limiting the foregoing, all capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Warrant Agreement. A copy of the Warrant Agreement is on file at the Warrant Agent's Office. The Warrants constitute a separate series of Universal Warrants under the Warrant Agreement. The Warrants are unsecured contractual obligations of the Company and rank pari passu with the Company's other unsecured contractual obligations and with the Company's unsecured and unsubordinated debt. Subject to the provisions hereof and the Warrant Agreement, each Warrant may be exercised during the dates of exercise set forth on the face hereof by delivering or causing to be delivered this Warrant Certificate, the Exercise Notice, duly completed and executed, and the Exercise Property for each such Warrant to the Warrant Agent's Window, in the Borough of Manhattan, The City of New York, which is, on the date hereof (unless otherwise specified herein), [__________________________________________, Attention: _________________,] or at such other address as the Warrant Agent may specify from time to time. Each Warrant entitles the Warrantholder to receive, upon exercise, the Warrant Property set forth on the face hereof. The Warrant Agreement and the terms of the Warrants are subject to amendment as provided in the Warrant Agreement. This Warrant Certificate shall be governed by, and interpreted in accordance with, the laws of the State of New York. [Designation of Universal Warrants] Exercise Notice [Warrant Agent Name and Address] AttentionCUSIP: [________________] The undersigned MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC. MASTR ALTERNATIVE LOAN TRUST 2007-HF1 Mortgage Pass-Through Certificates, Series 2007-HF1 evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class with respect to a Trust Fund consisting primarily of fixed-rate and adjustable-rate mortgage loans (the "Registered Holder"“Mortgage Loans”) hereby irrevocably exercises _______ Warrants secured by first liens on one- to four-family residential properties Mortgage Asset Securitization Transactions, Inc., as Depositor This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Transferor, the Master Servicer, the Trust Administrator, the Custodian or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate specified above in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by Mortgage Asset Securitization Transactions, Inc. (the "Exercised Warrants") and delivers to you herewith a Warrant Certificate or Certificates, registered in the Registered Holder's name, representing a number of Warrants at least equal to the number of Exercised Warrants, and the Exercise Property with respect thereto“Depositor”). The Registered Holder hereby directs the Warrant Agent (a) Trust Fund was created pursuant to deliver the Warrant Property as follows: a Pooling and (b) if the number of Exercised Warrants is less than the number of Warrants represented by the enclosed Warrant Certificate, to deliver a Warrant Certificate representing the unexercised Warrants to: Dated: -------------------------------------- (Registered Holder) By: --------------------------------- Authorized Signatory Address: Telephone: [If Warrant is a Global Warrant, insert this Schedule A.] SCHEDULE A [Designation of Universal Warrants] GLOBAL UNIVERSAL WARRANT SCHEDULE OF EXCHANGES The initial number of Universal Warrants represented by this Global Universal Warrant is __________. In accordance with the Universal Warrant Servicing Agreement dated as of ________the Cut-off Date specified above (the “Agreement”) among the Depositor, 20__ between the Issuer and _______________________UBS Real Estate Securities Inc., as Warrant Agenttransferor (the “Transferor”), Wxxxx Fargo Bank, N.A., as master servicer (in such capacity, the following reductions “Master Servicer”), as a result trust administrator (in such capacity, the “Trust Administrator”), as custodian (in such capacity, the “Custodian”), and as credit risk manager (in such capacity, the “Credit Risk Manager”), and U.S. Bank National Association, as trustee (the “Trustee”). Distributions on this Certificate will be made primarily from collections on the applicable Mortgage Loans pursuant to the terms of the exercise of Agreement. To the number of Universal Warrants indicated below have been made: Reduced Number Number of Outstanding Notation Made Date of Exchange Universal Following Such by or on Behalf of Excise Warrants Exercised Exercise of Warrant Agent EXHIBIT B FORM OF REGISTERED PUT WARRANT CERTIFICATE [FACE OF REGISTERED PUT WARRANT CERTIFICATE] No. _____ CUSIP No. __________ [Unless and until it is exchanged in whole or in part for Universal Warrants in definitive registered form, this Warrant Certificate and the Universal Warrants evidenced hereby may extent not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.] CREDIT SUISSE FIRST BOSTON (USA), INC. [Designation of Universal Warrants] NUMBER OF WARRANTS EVIDENCED BY THIS CERTIFICATE: [UP TO ____] CASH SETTLEMENT VALUE PER WARRANT (OR METHOD OF DETERMINING SAME): [WARRANT PROPERTY:] [AMOUNT OF WARRANT PROPERTY SALABLE PER WARRANT:] [PUT PRICE FOR SUCH SPECIFIED AMOUNT OF WARRANT PROPERTY PER WARRANT:] [METHOD OF DELIVERY OF ANY WARRANT PROPERTY TO BE DELIVERED FOR SALE UPON EXERCISE OF WARRANTS:] DATES OF EXERCISE: OTHER TERMS: This Warrant Certificate certifies that __________, or registered assigns, is the Registered Holder of the number of [Designation of Universal Warrants] (the "Warrants") [specified above] [specified on Schedule A hereto]. Upon receipt by the Warrant Agent of this Warrant Certificatedefined herein, the exercise notice on capitalized terms used herein have the reverse hereof (or an exercise notice in substantially identical form delivered herewith)(the "Exercise Notice"), duly completed and executed, and the Amount of Warrant Property saleable per Warrant set forth above, adjusted, if applicable, as set forth above, for each Warrant to be exercised, delivered as set forth above at the Warrant Agent's Window, Attention: _________________, meanings assigned in the Borough of Manhattan, The City of New York (which is, on the date hereof, _________________________________, Attention: ____________________), each Warrant evidenced hereby entitles the Registered Holder hereof to receive, Agreement. This Certificate is issued under and is subject to the terms terms, provisions and conditions set forth herein and in the Warrant Agreement (as defined below), from Credit Suisse First Boston (USA), Inc. (the "Company") the [Cash Settlement Value][Put Price] per Warrant specified above. Unless otherwise indicated above, a Warrant will not require or entitle a Warrantholder to sell or deliver to the Company, nor will the Company be under any obligation to, nor will it, purchase or take delivery from any Warrantholder of, any Warrant Property, and upon exercise of a Warrant, the Company will make only a cash payment in the amount of the Cash Settlement Value or Put Price per Warrant. Warrantholders will not receive any interest on any Cash Settlement ValueAgreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such hereof, which further provisions shall for all purposes have the same effect as though fully if set forth in at this place. This Warrant Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Warrant AgentTrust Administrator.