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, 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