IS
REQUESTED
BY AN
AUTHORIZED
REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE
OF DTC),
ANY TRANSFER,
PLEDGE,
OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
ANY
TRANSFEREE
OF THIS
CERTIFICATE
WILL BE
DEEMED
TO HAVE
REPRESENTED
BY VIRTUE OF ITS
PURCHASE
OR
HOLDING
OF SUCH
CERTIFICATE
(OR ANY INTEREST
HEREIN) THAT
EITHER
(A) SUCH
TRANSFEREE IS NOT AN EMPLOYEE
BENEFIT PLAN OR OTHER PLAN SUBJECT TO THE
PROHIBITED
TRANSACTION
PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"),
OR SECTION 4975 OF
THE CODE (EACH, A "PLAN"), OR ANY PERSON (INCLUDING,
WITHOUT LIMITATION,
AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY
PLAN) WHO IS USING PLAN ASSETS,
WITHIN THE MEANING OF THE U.S.
DEPARTMENT OF LABOR REGULATION
PROMULGATED AT 29 C.F.R.ss.2510.3-101,
AS MODIFIED BY SECTION 3(42) OF ERISA, OF ANY PLAN (EACH, A "PLAN
INVESTOR") TO
EFFECT SUCH
ACQUISITION,
(B) IT HAS ACQUIRED AND IS
HOLDING THIS CERTIFICATE IN RELIANCE ON U.S. DEPARTMENT OF LABOR PROHIBITED
TRANSACTION
EXEMPTION
("PTE") 94-29,
59 FED. REG. 14674
(MARCH 29,
1994), AS MOST RECENTLY AMENDED BY PTE 2002-41,
67 FED.
REG. 54487
(AUGUST 22, 2002) (THE "RFC EXEMPTION"),
AND THAT IT
UNDERSTANDS THAT THERE ARE CERTAIN
CONDITIONS TO THE AVAILABILITY OF THE RFC EXEMPTION
INCLUDING THAT SUCH CERTIFICATE MUST BE RATED,
AT THE TIME OF PURCHASE,
NOT LOWER THAN "BBB-" (OR ITS EQUIVALENT) BY
STANDARD & POOR'S, FITCH OR MOODY'S OR (C)(I) THE TRANSFEREE IS
AN INSURANCE
COMPANY,
(II) THE
SOURCE OF FUNDS USED TO PURCHASE OR HOLD THE
CERTIFICATE
(OR ANY INTEREST
HEREIN) IS AN "INSURANCE
COMPANY
GENERAL
ACCOUNT"
(AS DEFINED IN U.S.
DEPARTMENT
OF LABOR
PROHIBITED
TRANSACTION
CLASS
EXEMPTION
("PTCE") 95-60),
AND
(III) THE
CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (C),
A
"COMPLYING INSURANCE COMPANY").
IF THIS CERTIFICATE (OR ANY INTEREST
HEREIN) IS
ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF THE PRECEDING
PARAGRAPH,
THEN THE LAST PRECEDING
TRANSFEREE THAT EITHER (A) IS NOT A PLAN OR A PLAN INVESTOR,
(B) ACQUIRED SUCH CERTIFICATE IN COMPLIANCE WITH
THE RFC
EXEMPTION
OR (C) IS A COMPLYING
INSURANCE
COMPANY
SHALL BE
RESTORED,
TO THE EXTENT
PERMITTED
BY LAW, TO ALL RIGHTS AND
OBLIGATIONS AS CERTIFICATE OWNER THEREOF
RETROACTIVE TO THE DATE OF SUCH TRANSFER OF THIS
CERTIFICATE.
THE TRUSTEE SHALL BE UNDER NO
LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.
ANY PURPORTED
CERTIFICATE
OWNER WHOSE
ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR ANY INTEREST
HEREIN) WAS
EFFECTED IN
VIOLATION OF THE
RESTRICTIONS
IN
SECTION 5.02(e) OF
THE POOLING AND
SERVICING
AGREEMENT
SHALL
INDEMNIFY
AND HOLD
HARMLESS THE
COMPANY,
THE TRUSTEE,
THE MASTER
SERVICER,
ANY SUBSERVICER,
AND THE TRUST FUND FROM AND AGAINST ANY AND ALL
LIABILITIES,