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 COMPANY 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 COMPANY 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 COMPANY 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
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.
Certificate No. [____]
Class [R-___] Senior
Date