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").
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
THEREIN SHALL BE MADE TO ANY EMPLOYEE
BENEFIT
PLAN OR OTHER PLAN OR
ARRANGEMENT
SUBJECT
TO THE
PROHIBITED
TRANSACTION
PROVISIONS
OF THE
EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"),
OR SECTION 4975 OF THE CODE, OR ANY PERSON
(INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT,
AN INVESTMENT
MANAGER,
A NAMED FIDUCIARY
OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING
"PLAN
ASSETS"
OF ANY SUCH PLAN TO EFFECT
SUCH
ACQUISITION
(EACH OF THE FOREGOING,
A "PLAN INVESTOR") UNLESS THE TRUSTEE,
THE DEPOSITOR AND THE MASTER SERVICER ARE
PROVIDED WITH EITHER (I) A
CERTIFICATION
PURSUANT TO SECTION
5.02(E)(I)(B)
OF THE AGREEMENT OR (II) AN
OPINION OF COUNSEL
ACCEPTABLE TO AND IN FORM AND
SUBSTANCE
SATISFACTORY
TO THE TRUSTEE,
THE DEPOSITOR
AND THE MASTER
SERVICER TO THE EFFECT THAT THE
PURCHASE OR HOLDING OF THIS
CERTIFICATE
IS
PERMISSIBLE
UNDER
APPLICABLE
LAW,
WILL NOT
CONSTITUTE OR RESULT IN ANY
NON-EXEMPT
PROHIBITED
TRANSACTION
UNDER
SECTION
406
OF
ERISA
OR
SECTION
4975
OF THE
CODE
(OR
COMPARABLE
PROVISIONS
OF
ANY
SUBSEQUENT
ENACTMENTS),
AND WILL NOT SUBJECT THE TRUSTEE,
THE DEPOSITOR OR THE MASTER SERVICER 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 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