to
____________________________.
Applicable
statements should be mailed to ________________________.
This information is provided by _____________________, the assignee named above, or ________________, as its agent.
5170015 07063959
EXHIBIT D-8
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THIS
CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED
STATES PERSON OR A DISQUALIFIED
ORGANIZATION (AS DEFINED
BELOW).
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 (THE "CODE").
NO TRANSFER OF THIS
CERTIFICATE
(OR ANY
INTEREST
HEREIN) MAY
BE MADE TO ANY PERSON,
UNLESS THE
TRANSFEREE
PROVIDES THE
TRUSTEE,
THE COMPANY AND THE MASTER SERVICER WITH EITHER (A) A CERTIFICATION
PURSUANT TO
SECTION 5.02(e) OF
THE AGREEMENT OR (B) AN
OPINION OF COUNSEL
ACCEPTABLE TO AND IN FORM AND SUBSTANCE
SATISFACTORY
TO THE TRUSTEE,
THE COMPANY AND THE MASTER
SERVICER TO THE
EFFECT THAT THE PURCHASE AND HOLDING OF THIS
CERTIFICATE
IS
PERMISSIBLE
UNDER
APPLICABLE
LAW, 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 (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT
ENACTMENTS) AND WILL NOT SUBJECT THE TRUSTEE, THE COMPANY OR THE
MASTER
SERVICER TO ANY OBLIGATION OR LIABILITY
(INCLUDING
OBLIGATIONS
AND
LIABILITIES
UNDER ERISA OR SECTION 4975 OF THE CODE) IN
ADDITION TO THOSE
UNDERTAKEN IN THE
AGREEMENT,
WHICH
OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE,
THE COMPANY OR THE
MASTER SERVICER.
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