(3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY
OWNERS COME WITHIN SUCH
PARAGRAPHS
PURCHASING
NOT
FOR
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER
SUBSTANTIALLY IN THE FORM
PROVIDED IN THE
AGREEMENT
AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER
EVIDENCE
ACCEPTABLE
TO THE TRUSTEE
THAT SUCH
REOFFER,
RESALE,
PLEDGE OR TRANSFER IS IN COMPLIANCE
WITH THE SECURITIES ACT AND OTHER
APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS
CERTIFICATE MAY NOT BE ACQUIRED
DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE
BENEFIT PLAN OR OTHER
RETIREMENT
ARRANGEMENT
(A "PLAN")
THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT
INCOME
SECURITY ACT OF 1974,
AS AMENDED,
AND/OR
SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986,
AS AMENDED
(THE
"CODE"),
OR BY A PERSON USING "PLAN
ASSETS" OF A PLAN,
UNLESS THE PROPOSED
TRANSFEREE
PROVIDES THE TRUSTEE WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF THE TRUSTEE AND THE SERVICER AND ON
WHICH THEY MAY RELY WHICH IS SATISFACTORY
TO THE TRUSTEE THAT THE PURCHASE 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,
OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE SERVICER 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
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