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.
124
(m)
Notwithstanding
anything to the contrary contained herein, the Trustee shall not permit the transfer of a beneficial
interest in a Class II-B-IO
Certificate unless the transferee
executes and delivers to the Trustee any certification that is required
pursuant to Section 9.12(f) prior to transfer.
The following
legend shall be placed on the Class II-B-IO
Certificates,
whether upon
original issuance or upon issuance of any other Certificate of any such Class in exchange therefor or upon transfer thereof:
NO TRANSFER OF ANY CLASS II-B-IO
CERTIFICATE SHALL BE MADE UNLESS THE PROPOSED
TRANSFEREE OF SUCH CLASS II-B-IO
CERTIFICATE
PROVIDES TO THE TRUSTEE AND ANY PAYING AGENT THE APPROPRIATE TAX
CERTIFICATION
FORM (I.E.,
IRS FORM W-9 OR IRS FORM W-8BEN,
W-8IMY,
W-8EXP OR W-8ECI,
AS APPLICABLE (OR ANY SUCCESSOR FORM THERETO)) AND AGREES TO UPDATE SUCH FORMS (I) UPON EXPIRATION
OF ANY SUCH FORM,
(II) AS REQUIRED UNDER THEN
APPLICABLE
U.S.
TREASURY
REGULATIONS
AND (III) PROMPTLY UPON LEARNING THAT
SUCH FORM HAS BECOME
OBSOLETE OR INCORRECT,
AS A CONDITION TO SUCH TRANSFER.
UNDER THE AGREEMENT,
UPON RECEIPT OF ANY SUCH
TAX CERTIFICATION
FORM FROM A TRANSFEREE OF ANY CLASS II-B-IO
CERTIFICATE,
THE TRUSTEE SHALL FORWARD SUCH TAX CERTIFICATION
FORM PROVIDED TO IT TO THE CORRIDOR
COUNTERPARTY.
EACH HOLDER OF A CLASS II-B-IO
CERTIFICATE
AND EACH
TRANSFEREE
THEREOF
SHALL BE DEEMED TO HAVE CONSENTED TO THE TRUSTEE
FORWARDING TO THE CORRIDOR
COUNTERPARTY ANY SUCH TAX CERTIFICATION
FORM IT
HAS PROVIDED
AND UPDATED IN
ACCORDANCE
WITH THESE
TRANSFER
RESTRICTIONS.