144A UNDER THE ACT.
THIS VARIABLE BASE CERTIFICATE, OR A BENEFICIAL INTEREST HEREIN, MAY NOT BE
TRANSFERRED UNLESS THE TRUSTEE HAS RECEIVED (I) A CERTIFICATE FROM THE
TRANSFEREE TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN,
TRUST OR ACCOUNT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), OR SUBJECT TO SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN DEFINED IN
SECTION 3(32) OF ERISA OR SECTION 414(d) OF THE CODE SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAW") (EACH, A "BENEFIT PLAN") AND IS
NOT AN ENTITY INCLUDING AN INSURANCE COMPANY SEPARATE ACCOUNT OR AN INSURANCE
COMPANY GENERAL ACCOUNT IF THE ASSETS IN ANY SUCH ACCOUNTS CONSTITUTE "PLAN
ASSETS" FOR PURPOSES OF REGULATION SECTION 2510.3-101 OF ERISA, WHOSE UNDERLYING
ASSETS INCLUDE BENEFIT PLAN ASSETS BY REASON OF A BENEFIT PLAN'S INVESTMENT IN
THE ENTITY (SUCH BENEFIT PLAN OR ENTITY, A "BENEFIT PLAN INVESTOR") AND (II) A
CERTIFICATE TO THE EFFECT THAT IF THE TRANSFEREE IS A PARTNERSHIP, GRANTOR TRUST
OR S CORPORATION FOR FEDERAL INCOME TAX PURPOSES (A "FLOW-THROUGH ENTITY"), ANY
VARIABLE BASE CERTIFICATES OWNED BY SUCH FLOW-THROUGH ENTITY WILL REPRESENT LESS
THAN 50% OF THE VALUE OF ALL THE ASSETS OWNED BY SUCH FLOW-THROUGH ENTITY AND NO
SPECIAL ALLOCATION OF INCOME, GAIN, LOSS, DEDUCTION OR CREDIT FROM SUCH VARIABLE
BASE CERTIFICATES WILL BE MADE AMONG THE BENEFICIAL OWNERS OF SUCH FLOW-THROUGH
ENTITY.
THIS VARIABLE BASE CERTIFICATE MAY NOT BE TRANSFERRED TO ANY PERSON AS TO WHICH
THE TRUSTEE HAS NOT RECEIVED WRITTEN NOTICE FROM THE DEPOSITOR THAT THE
DEPOSITOR IS, IN ITS SOLE DISCRETION, SATISFIED THAT SUCH PERSON IS SUFFICIENTLY
CAPITALIZED AND OTHERWISE DEMONSTRABLY CAPABLE OF SATISFYING THE OBLIGATIONS OF
A VBC HOLDER WITH RESPECT TO ADVANCING FUNDS TO THE TRUST IN CONNECTION WITH ANY
"INCREASE" IN THE VBC PRINCIPAL BALANCE AND VBC INVESTED AMOUNT EVIDENCED HEREBY
AS AND WHEN REQUIRED PURSUANT TO THE AMENDED AND RESTATED SERIES 2000-1
SUPPLEMENT TO THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
IN ADDITION, NO RESALE OR OTHER TRANSFER OF THIS CERTIFICATE OR ANY INTEREST
THEREIN SHALL BE PERMITTED UNLESS IMMEDIATELY AFTER GIVING EFFECT TO SUCH RESALE
OR OTHER TRANSFER, THERE WOULD BE FEWER THAN 100 CERTIFICATEHOLDERS.
THE PRINCIPAL OF THIS VARIABLE BASE CERTIFICATE IS PAYABLE, SUBJECT TO THE
AVAILABILITY OF FUNDS THEREFOR, PURSUANT TO ARTICLE IV AND ARTICLE VI OF THE
AMENDED AND RESTATED SERIES 2000-1 SUPPLEMENT TO THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. THE PRINCIPAL AMOUNT HEREOF IS SUBJECT TO INCREASE
AS INCREASES ARE FUNDED BY THE HOLDER HEREOF PURSUANT TO SECTION 6.1 OF THE
AMENDED AND RESTATED SERIES 2000-1 SUPPLEMENT TO THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. THE MAXIMUM PRINCIPAL AMOUNT HEREOF WILL BE THE
AMOUNT SPECIFIED AS THE MAXIMUM PORTION OF THE VBC INVESTED AMOUNT THAT MAY BE
REPRESENTED HEREBY ON THE FACE OF THIS