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").
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
SERVICER,
THE
COMPANY
AND
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
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 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
(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, (3) THE PROPOSED
TRANSFEREE
WILL
NOT
CAUSE
INCOME
FROM
THIS
CERTIFICATE
TO
BE
ATTRIBUTABLE
TO
A
FOREIGN
PERMANENT
ESTABLISHMENT
OR FIXED BASE
(WITHIN THE MEANING OF AN
APPLICABLE
INCOME TAX TREATY) OF THE
TRANSFEREE
OR ANOTHER U.S.
TAXPAYER,
AND (4) ANY TRANSFER OF AN OWNERSHIP
INTEREST IN THIS
CERTIFICATE
WILL SATISFY
EITHER THE "ASSET TEST" AS SET FORTH IN SECTION
1.860E-1(C)(5)
OF
THE TREASURY
REGULATIONS
OR THE "FORMULA
TEST" SET FORTH IN SECTION
1.860E-1(C)(7)
OF THE
TREASURY
REGULATIONS.
NOTWITHSTANDING
THE
REGISTRATION IN THE CERTIFICATE
REGISTER OR ANY
TRANSFER,