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, 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
TRUSTEE,
THE
DEPOSITOR
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 DEPOSITOR 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
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,