AGREEMENT.
NO
TRANSFER
OF THIS
CERTIFICATE
(OR
ANY
INTEREST
HEREIN)
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