(B) THE RECEIPT BY THE
SECURITIES
ADMINISTRATOR
OF SUCH OTHER
EVIDENCE
ACCEPTABLE TO THE
SECURITIES
ADMINISTRATOR 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
THAT IS
SUBJECT
TO TITLE I OF THE
EMPLOYEE
RETIREMENT
INCOME
SECURITY ACT OF 1974, AS AMENDED
("ERISA"),
AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "CODE")
(EACH,
A "PLAN"),
OR BY A PERSON
USING "PLAN
ASSETS" OF A PLAN,
UNLESS THE PROPOSED
TRANSFEREE
PROVIDES THE SECURITIES
ADMINISTRATOR WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF THE TRUSTEE,
MASTER SERVICER
AND
THE
SECURITIES
ADMINISTRATOR
AND
ON
WHICH
THEY
MAY
RELY
WHICH
IS
SATISFACTORY
TO
THE
SECURITIES
ADMINISTRATOR
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 ERISA OR SECTION 4975 OF THE CODE AND WILL
NOT SUBJECT THE MASTER
SERVICER,
THE TRUSTEE OR THE SECURITIES
ADMINISTRATOR
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 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