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,
THE
CERTIFICATE
INSURER 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,
THE
CERTIFICATE
INSURER 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, THE CERTIFICATE INSURER, THE TRUST FUND 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 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
(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