RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES
ACT AND OTHER
APPLICABLE
LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT
("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED
INSTITUTIONAL
BUYER
WITHIN THE
MEANING OF RULE 144A (A "QIB"),
PURCHASING
FOR ITS OWN ACCOUNT OR A QIB
PURCHASING
FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED,
IN EACH CASE,
THAT THE
REOFFER,
RESALE,
PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) IN
CERTIFICATED
FORM TO AN "INSTITUTIONAL
ACCREDITED
INVESTOR" WITHIN THE MEANING THEREOF IN
RULE 501(a)(1),
(2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF
THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS
PURCHASING NOT FOR
DISTRIBUTION IN VIOLATION
OF THE
SECURITIES
ACT,
SUBJECT TO (A) THE RECEIPT BY THE
SECURITIES
ADMINISTRATOR
OF A
LETTER
SUBSTANTIALLY
IN THE FORM
PROVIDED
IN THE
AGREEMENT
AND (B) THE
RECEIPT BY THE
SECURITIES
ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR
THAT SUCH REOFFER,
RESALE,
PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER
APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF
THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS
CERTIFICATE
MAY NOT BE ACQUIRED
DIRECTLY OR INDIRECTLY
BY, OR ON BEHALF
OF, AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT
ARRANGEMENT (A "PLAN") THAT IS SUBJECT TO
TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED,
AND/OR SECTION
4975 OF THE INTERNAL
REVENUE CODE OF 1986,
AS AMENDED (THE
"CODE"),
OR BY A PERSON USING
"PLAN
ASSETS"
OF
A
PLAN,
UNLESS
THE
PROPOSED
TRANSFEREE
PROVIDES
THE
SECURITIES
ADMINISTRATOR
WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF THE
TRUSTEE,
MASTER
SERVICER
AND THE SECURITIES
ADMINISTRATOR
AND ON WHICH THEY MAY RELY WHICH IS
SATISFACTORY
TO THE
SECURITIES
ADMINISTRATOR
THAT
THE
PURCHASE
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,
OR SECTION
4975 OF THE CODE AND WILL NOT SUBJECT
THE MASTER
SERVICER,
THE TRUSTEE OR THE
SECURITIES
ADMINISTRATOR
TO ANY
OBLIGATION
OR
LIABILITY
IN
ADDITION
TO THOSE
UNDERTAKEN
IN THE
AGREEMENT.
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