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 AGREEMENT.]
NO TRANSFER OF THIS
CERTIFICATE MAY BE MADE TO ANY PERSON,
UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION
PURSUANT
TO SECTION
5.02(e) OF THE
AGREEMENT
OR AN OPINION OF
COUNSEL
SATISFACTORY
TO THE
TRUSTEE
THAT THE
PURCHASE OF THIS CERTIFICATE
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 AND
WILL NOT SUBJECT THE MASTER
SERVICER,
THE COMPANY OR THE TRUSTEE 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
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.
[
]% Pass-Through Rate
Class R Senior
Aggregate Initial Certificate
Principal Balance of the
Date of Pooling and Servicing
Class R Certificates:
Agreement