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.
(m)
Notwithstanding
anything
to the
contrary
contained
herein,
the
Trustee
shall not
permit the transfer of a beneficial
interest in a Class
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 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 THIS CLASS B-IO CERTIFICATE
SHALL BE MADE UNLESS THE PROPOSED
TRANSFEREE OF SUCH
CLASS
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 THIS CLASS B-IO
CERTIFICATE,
THE TRUSTEE
SHALL
FORWARD SUCH TAX
CERTIFICATION
FORM PROVIDED TO IT TO THE CORRIDOR
COUNTERPARTY.
EACH HOLDER OF A CLASS 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. ANY PURPORTED SALES OR TRANSFERS OF THIS CLASS
B-IO
CERTIFICATE TO A TRANSFEREE WHICH DOES NOT COMPLY WITH THESE
REQUIREMENTS
SHALL BE DEEMED
NULL AND VOID UNDER THE AGREEMENT.
Section 5.02.
Registration
of Transfer and Exchange of
Certificates.
(a) The Trustee shall
maintain
at its
Corporate
Trust
Office a
Certificate
Register in which,
subject to such
reasonable
regulations as it may prescribe,
the Trustee shall provide for the
registration of
Certificates
and of
transfers and exchanges of Certificates as herein provided.
(b)
Subject to
Section
5.01(a)
and,
in the case of any Global
Certificate
or
Physical