THE TRUSTEE,
THE COMPANY 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 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.