"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 (THE "CODE").
NO
TRANSFER
OF THIS
CERTIFICATE
MAY BE MADE TO ANY PERSON,
UNLESS THE
TRANSFEREE
PROVIDES
EITHER A
CERTIFICATION
PURSUANT TO SECTION
5.02(e) OF THE
AGREEMENT OR AN OPINION OF COUNSEL
SATISFACTORY
TO THE
TRUSTEE
THAT THE
PURCHASE OF THIS
CERTIFICATE
WILL NOT
CONSTITUTE
OR
RESULT IN A NON-EXEMPT
PROHIBITED
TRANSACTION
UNDER
SECTION 406 OF THE
EMPLOYEE
RETIREMENT
INCOME
SECURITY
ACT OF 1974,
AS AMENDED
("ERISA"),
OR SECTION 4975 OF THE CODE AND WILL NOT
SUBJECT THE MASTER
SERVICER,
THE
COMPANY OR THE TRUSTEE TO ANY
OBLIGATION
OR
LIABILITY
IN
ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
ANY RESALE,
TRANSFER OR OTHER
DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED
TRANSFEREE
PROVIDES A TRANSFER
AFFIDAVIT TO THE MASTER
SERVICER AND THE TRUSTEE THAT (1) SUCH
TRANSFEREE
IS NOT (A) THE
UNITED
STATES,
ANY STATE OR
POLITICAL
SUBDIVISION
THEREOF,
ANY
POSSESSION
OF THE UNITED
STATES,
OR ANY
AGENCY OR
INSTRUMENTALITY
OF ANY OF THE
FOREGOING
(OTHER THAN AN
INSTRUMENTALITY
WHICH IS A CORPORATION
IF ALL OF ITS ACTIVITIES ARE SUBJECT TO
TAX AND EXCEPT FOR FREDDIE
MAC, A MAJORITY OF ITS BOARD OF
DIRECTORS
IS NOT
SELECTED BY SUCH
GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION,
OR ANY AGENCY OR
INSTRUMENTALITY
OF EITHER OF THE FOREGOING,
(C) ANY ORGANIZATION
(OTHER THAN CERTAIN FARMERS'
COOPERATIVES
DESCRIBED
IN SECTION
521 OF THE CODE)
WHICH IS EXEMPT
FROM THE TAX
IMPOSED BY
CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION
IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF
THE CODE
(INCLUDING
THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED
BUSINESS
TAXABLE
INCOME),
(D) RURAL ELECTRIC AND TELEPHONE
COOPERATIVES
DESCRIBED IN SECTION
1381(a)(2)(C) OF
THE CODE,
(E) AN ELECTING LARGE
PARTNERSHIP
UNDER SECTION 775(a) OF THE CODE (ANY SUCH PERSON
DESCRIBED IN THE
FOREGOING
CLAUSES
(A),
(B),
(C), (D) OR (E) BEING HEREIN
REFERRED TO AS A
"DISQUALIFIED ORGANIZATION"),
OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF
SUCH
TRANSFER
IS TO
IMPEDE
THE
ASSESSMENT
OR
COLLECTION
OF TAX AND (3)
SUCH
TRANSFEREE
SATISFIES
CERTAIN
ADDITIONAL
CONDITIONS
RELATING TO THE FINANCIAL
CONDITION OF THE PROPOSED
TRANSFEREE.
NOTWITHSTANDING
THE
REGISTRATION
IN THE
CERTIFICATE
REGISTER OR ANY
TRANSFER,
SALE OR OTHER
DISPOSITION OF THIS
CERTIFICATE TO A DISQUALIFIED
ORGANIZATION OR AN AGENT OF A
DISQUALIFIED
ORGANIZATION,
SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT
WHATSOEVER
AND SUCH
PERSON
SHALL
NOT BE
DEEMED TO BE A
CERTIFICATEHOLDER
FOR ANY
PURPOSE
HEREUNDER,
INCLUDING,
BUT NOT LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS
ON THIS
CERTIFICATE.
EACH
HOLDER OF THIS
CERTIFICATE
BY
ACCEPTANCE
OF THIS
CERTIFICATE
SHALL BE DEEMED TO HAVE
CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
Certificate No.
[________]% Pass-Through Rate
Class R Senior
Aggregate Initial Certificate
Principal Balance of the
Date of Pooling and Servicing
Class R Certificates:
Agreement and Cut-off Date: