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 SECURITIES
ADMINISTRATOR
OF A LETTER
SUBSTANTIALLY IN THE FORM PROVIDED IN THE
AGREEMENT AND (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