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").
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 POOLING AND SERVICING
AGREEMENT (THE "AGREEMENT").
NO TRANSFER OF THIS
CERTIFICATE (OR ANY INTEREST HEREIN) MAY BE MADE TO ANY
PERSON,
UNLESS THE
TRANSFEREE
PROVIDES THE TRUSTEE,
THE
DEPOSITOR 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 MASTER SERVICER,
THE DEPOSITOR AND THE TRUSTEE
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
MASTER
SERVICER,
THE
DEPOSITOR
OR
THE
TRUSTEE
TO ANY
OBLIGATION OR LIABILITY
(INCLUDING
OBLIGATIONS OR 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
DEPOSITOR 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 FOREIGN GOVERNMENT,
ANY INTERNATIONAL
ORGANIZATION,
OR ANY AGENCY OR
INSTRUMENTALITY
OF ANY OF
THE FOREGOING,
(B) ANY
ORGANIZATION
(OTHER THAN A COOPERATIVE
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,
(C) ANY
ORGANIZATION
DESCRIBED
IN
SECTION 1381(a)(2)(C) OF
THE
CODE,
(ANY
SUCH
PERSON
DESCRIBED
IN
THE
FOREGOING
CLAUSES (A), (B) OR (C) BEING HEREIN REFERRED TO AS A "DISQUALIFIED
ORGANIZATION") OR (D) 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