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 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