AN "INSTITUTIONAL
ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1),
(2), (3) or
(7) OF
REGULATION
D UNDER THE ACT OR ANY
ENTITY IN WHICH ALL OF THE
EQUITY
OWNERS
COME
WITHIN
SUCH
PARAGRAPHS
PURCHASING
NOT FOR
DISTRIBUTION
IN
VIOLATION
OF THE
SECURITIES
ACT,
SUBJECT TO (A) THE
RECEIPT
BY THE
TRUSTEE OF A LETTER
SUBSTANTIALLY
IN THE FORM
PROVIDED
IN THE
AGREEMENT
AND (B) THE
RECEIPT BY THE
TRUSTEE OF SUCH OTHER
EVIDENCE
ACCEPTABLE
TO THE
TRUSTEE
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
(A
"PLAN")
THAT IS
SUBJECT TO TITLE I OF THE
EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED,
AND/OR SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"),
OR BY A PERSON USING "PLAN ASSETS" OF A PLAN,
UNLESS THE PROPOSED
TRANSFEREE
PROVIDES
THE
TRUSTEE
WITH AN OPINION
OF COUNSEL
FOR THE
BENEFIT OF THE
TRUSTEE
AND THE
SERVICER
AND ON WHICH
THEY MAY RELY WHICH IS
SATISFACTORY
TO THE
TRUSTEE
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 THE EMPLOYEE
RETIREMENT
INCOME
SECURITY ACT OF 1974,
AS
AMENDED,
OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE
SERVICER OR THE TRUSTEE 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 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 UNDER CHAPTER 1 OF THE CODE 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"),