ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT, (B) TO A PERSON
IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
144A UNDER THE 1933 ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A OR (C) TO A PERSON THAT IS A QUALIFIED
NON-U.S. PERSON OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 903 OR 904 OF
REGULATION S UNDER THE SECURITIES ACT. EACH PURCHASER OF THIS CERTIFICATE THAT
IS A BOOK-ENTRY CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST
HEREIN, WILL BE DEEMED TO HAVE AGREED TO COMPLY WITH THE REPRESENTATIONS AND
AGREEMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT AND CERTAIN TRANSFER
REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.
EACH OF THE INITIAL HOLDER AND ANY SUBSEQUENT HOLDER OR HOLDERS OF THE MAJORITY
OF THE CLASS PRINCIPAL AMOUNT OF THE MOST SUBORDINATE CLASS OF CERTIFICATES
OUTSTANDING, BY VIRTUE OF ITS PURCHASE OF THE REQUISITE PERCENTAGE OF SUCH CLASS
OF CERTIFICATES, WILL BE DEEMED TO ASSUME THE RIGHTS AND OBLIGATIONS OF THE
HOLDER OR HOLDERS OF THE MAJORITY OF THE CLASS PRINCIPAL AMOUNT OF THE MOST
SUBORDINATE CLASS OF CERTIFICATES OUTSTANDING AS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT.
THE ISSUER MAY REQUIRE ANY HOLDER OF THIS CERTIFICATE THAT IS A "U.S. PERSON" AS
DEFINED IN REGULATION S THAT WAS SOLD THIS CERTIFICATE IN THE UNITED STATES, AT
THE TIME OF ACQUISITION OF THIS CERTIFICATE, TO SELL THIS CERTIFICATE TO A
PERSON THAT IS (I) A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, OR (II) NOT A "U.S. PERSON" AS DEFINED IN REGULATION
S IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF REGULATION S.
UNTIL 40 DAYS AFTER THE INITIAL PURCHASERS NOTIFY THE ISSUER THAT THE RESALE OF
THE CERTIFICATES HAS BEEN COMPLETED (THE "RESTRICTED PERIOD") IN CONNECTION WITH
THE OFFERING OF THE CERTIFICATES IN THE UNITED STATES FROM OUTSIDE OF THE UNITED
STATES, THE SALE, PLEDGE OR TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN
CONDITIONS AND RESTRICTIONS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE
ACQUIRING THIS CERTIFICATE, ACKNOWLEDGES THAT THIS CERTIFICATE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT AND AGREES FOR THE BENEFIT OF THE ISSUER
THAT THIS CERTIFICATE MAY BE TRANSFERRED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS
OF THE STATES, TERRITORIES AND POSSESSIONS OF THE UNITED STATES GOVERNING THE
OFFER AND SALE OF SECURITIES, AND PRIOR TO THE EXPIRATION OF THE RESTRICTED