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
AN
AGENT
OF
A
DISQUALIFIED
ORGANIZATION,
SUCH
REGISTRATION
SHALL BE DEEMED
TO BE OF NO LEGAL
FORCE OR
EFFECT
WHATSOEVER
AND SUCH
PERSON
SHALL
NOT BE
DEEMED
TO BE A
CERTIFICATEHOLDER
FOR
ANY
PURPOSE
HEREUNDER,
INCLUDING,
BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE.
EACH
HOLDER OF THIS
CERTIFICATE
BY ACCEPTANCE OF THIS
CERTIFICATE
SHALL BE DEEMED TO HAVE
CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
(m)
Notwithstanding
anything
to
the
contrary
contained
herein,
the
Securities
Administrator
shall not permit the transfer of a beneficial
interest in a Class B-IO Certificate
unless
the transferee
executes and delivers to the Securities
Administrator any certification
that is required
pursuant to Section
9.10(f)
prior to transfer.
The following
legend shall be placed on the Class B-IO
Certificates,
whether upon original
issuance or upon issuance of any other Certificate of any such Class
in exchange therefor or upon transfer thereof:
NO
TRANSFER
OF ANY
CLASS
B-IO
CERTIFICATE
SHALL
BE
MADE
UNLESS
THE
PROPOSED
TRANSFEREE OF SUCH CLASS B-IO CERTIFICATE
PROVIDES TO THE SECURITIES
ADMINISTRATOR AND
ANY PAYING
AGENT THE
APPROPRIATE
TAX
CERTIFICATION
FORM (I.E.,
IRS FORM W-9 OR IRS
FORM W-8BEN,
W-8IMY,
W-8EXP OR W-8ECI,
AS APPLICABLE (OR ANY SUCCESSOR FORM THERETO))
AND AGREES TO UPDATE SUCH FORMS (I) UPON
EXPIRATION OF ANY SUCH FORM,
(II) AS REQUIRED
UNDER THEN
APPLICABLE U.S.
TREASURY
REGULATIONS AND (III) PROMPTLY UPON LEARNING THAT
SUCH FORM HAS BECOME OBSOLETE OR INCORRECT,
AS A CONDITION TO SUCH TRANSFER.
UNDER THE
AGREEMENT,
UPON RECEIPT OF ANY SUCH TAX
CERTIFICATION
FORM FROM A
TRANSFEREE
OF ANY
CLASS
B-IO
CERTIFICATE,
THE
SECURITIES
ADMINISTRATOR
SHALL
FORWARD
SUCH
TAX
CERTIFICATION
FORM
PROVIDED
TO IT TO THE
COUNTERPARTY.
EACH
HOLDER OF A CLASS B-IO
CERTIFICATE
AND EACH
TRANSFEREE
THEREOF
SHALL BE
DEEMED
TO HAVE
CONSENTED
TO THE
SECURITIES
ADMINISTRATOR
FORWARDING
TO THE
COUNTERPARTY
ANY SUCH TAX
CERTIFICATION
FORM IT HAS PROVIDED AND UPDATED IN ACCORDANCE
WITH THESE
TRANSFER
RESTRICTIONS.
ANY
PURPORTED
SALES OR TRANSFERS OF ANY CLASS B-IO
CERTIFICATE TO A TRANSFEREE
WHICH DOES
NOT COMPLY WITH THESE REQUIREMENTS SHALL BE DEEMED NULL AND VOID UNDER THE AGREEMENT.
Section 5.02.
Registration
of Transfer
and
Exchange of