OR IN PART, BY
ANY GOVERNMENTAL ENTITY OR INSTRUMENTALITY OR ANY PRIVATE INSURER OR GUARANTOR.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 11.1 OF THE TRUST AGREEMENT (AS DEFINED HEREIN).
NO TRANSFER OF THIS CERTIFICATE TO (A) AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR THE INTERNAL REVENUE CODE OF 1986
(THE "CODE") OR (B) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS
CERTIFICATE OR INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS AGENT OF,
OR WITH ASSETS OF A PLAN WILL BE REGISTERED.
A-2-1
THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES (1) AN AFFIDAVIT TO THE CERTIFICATE
REGISTRAR THAT (A) SUCH TRANSFEREE IS A PERMITTED TRANSFEREE, IT IS NOT
ACQUIRING ITS OWNERSHIP INTEREST IN THE OWNER TRUST CERTIFICATE THAT IS THE
SUBJECT OF THE PROPOSED TRANSFER AS A NOMINEE, TRUSTEE OR AGENT FOR ANY PERSON
THAT IS NOT A PERMITTED TRANSFEREE, THAT FOR SO LONG AS IT RETAINS ITS OWNERSHIP
INTEREST IN AN OWNER TRUST CERTIFICATE, IT WILL ENDEAVOR TO REMAIN A PERMITTED
TRANSFEREE, AND THAT IT HAS REVIEWED THE PROVISIONS OF SECTION 11.1(D) OF THE
TRUST AGREEMENT AND AGREES TO BE BOUND BY THEM.
EACH PERSON HOLDING OR
ACQUIRING ANY OWNERSHIP INTEREST IN AN OWNER TRUST CERTIFICATE SHALL AGREE (X)
TO REQUIRE A TRANSFER AFFIDAVIT AND AGREEMENT (IN THE FORM ATTACHED AS EXHIBIT
C-1 TO THE TRUST AGREEMENT) FROM ANY OTHER PERSON TO WHOM SUCH PERSON ATTEMPTS
TO TRANSFER ITS OWNERSHIP INTEREST IN AN OWNER TRUST CERTIFICATE AND (Y) NOT TO
TRANSFER ITS OWNERSHIP INTEREST UNLESS IT PROVIDES A TRANSFEROR AFFIDAVIT (A
"TRANSFEROR AFFIDAVIT," IN THE FORM ATTACHED EXHIBIT C-2 TO THE TRUST AGREEMENT)
TO THE CERTIFICATE REGISTRAR STATING THAT, AMONG OTHER THINGS, IT HAS NOT ACTUAL
KNOWLEDGE THAT SUCH OTHER PERSON IS NOT A PERMITTED TRANSFEREE.
NOTWITHSTANDING
THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS OWNER TRUST CERTIFICATE TO A PERSON WHO IS NOT A PERMITTED
TRANSFEREE 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 HEREOF SHALL
BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH AND THE
PROVISIONS OF SECTION 11.1 OF THE TRUST AGREEMENT REFERRED TO HEREIN.