funds
to
______________________ for the account of ______________________account number _____________________, or, if mailed
by check, to ________________________. Applicable statements should be mailed to ___________________________ .
This information is provided by __________________, the assignee named above, or ________________, as its agent.
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").
[[FOR PRIVATELY
OFFERED CLASS R CERTIFICATES
ONLY] THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED,
OR THE
SECURITIES
LAWS OF ANY STATE AND MAY NOT BE RESOLD OR
TRANSFERRED
UNLESS IT IS REGISTERED
PURSUANT TO
SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN
TRANSACTIONS
WHICH ARE EXEMPT FROM
REGISTRATION
UNDER SUCH ACT AND UNDER
APPLICABLE
STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.]
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