such Class in exchange therefor or upon transfer thereof:
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 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.
(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 ANY 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