MAY BE MADE TO ANY PERSON,
UNLESS THE
TRANSFEREE
PROVIDES
THE
TRUSTEE,
THE DEPOSITOR AND THE MASTER SERVICER 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 MASTER SERVICER,
THE DEPOSITOR AND THE TRUSTEE 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 MASTER
SERVICER,
THE
DEPOSITOR OR THE TRUSTEE 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 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