AGREEMENT.
ANY TRANSFEREE OF THIS CERTIFICATE (OR INTEREST
HEREIN)
ACQUIRED AFTER
TERMINATION OF THE SUPPLEMENTAL
INTEREST
TRUST WILL BE DEEMED TO HAVE
REPRESENTED
BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS
CERTIFICATE
(OR
INTEREST
HEREIN) THAT EITHER (A) SUCH
TRANSFEREE
IS NOT AN EMPLOYEE
BENEFIT
PLAN OR OTHER PLAN OR
ARRANGEMENT
SUBJECT TO THE
PROHIBITED
TRANSACTION
PROVISIONS
OF THE EMPLOYEE
RETIREMENT
INCOME
SECURITY ACT OF 1974,
AS
AMENDED
("ERISA"),
OR SECTION 4975 OF THE CODE OR A PERSON
(INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL
ACCOUNT,
AN
INVESTMENT
MANAGER,
A NAMED
FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING "PLAN ASSETS" OF
ANY SUCH PLAN TO EFFECT SUCH ACQUISITION
(EACH OF THE FOREGOING,
A "PLAN
INVESTOR"),
(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 THIS
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 THIS
CERTIFICATE
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 PTCE 95-60 HAVE BEEN
SATISFIED
(EACH ENTITY THAT SATISFIES THIS CLAUSE (C), A "COMPLYING
INSURANCE
COMPANY").
EACH HOLDER OF THIS
CERTIFICATE
THAT IS A PLAN INVESTOR IS DEEMED TO REPRESENT
THAT AS OF
ANY DATE PRIOR TO THE TERMINATION OF THE
SUPPLEMENTAL
INTEREST
TRUST,
AT LEAST ONE OF U.S.
DEPARTMENT OF LABOR
PROHIBITED
TRANSACTION CLASS EXEMPTIONS 84-14, 90-1, 91-38, 95-60, 96-23 OR OTHER APPLICABLE
EXEMPTION APPLIES TO
SUCH HOLDER'S RIGHT TO RECEIVE PAYMENTS FROM THE SUPPLEMENTAL INTEREST TRUST.
IF THIS
CERTIFICATE (OR ANY INTEREST
HEREIN) IS ACQUIRED OR HELD BY ANY PERSON THAT DOES NOT SATISFY THE
CONDITIONS DESCRIBED IN THE PRECEDING
PARAGRAPH,
THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN
INVESTOR OR (II) ACQUIRED SUCH CERTIFICATE IN COMPLIANCE WITH THE CONDITIONS
DESCRIBED
ABOVE,
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 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 DEPOSITOR,
THE TRUSTEE, THE MASTER SERVICER,
ANY SUBSERVICER,
AND THE TRUST FUND
FROM AND AGAINST ANY AND ALL LIABILITIES,
CLAIMS,
COSTS OR EXPENSES
INCURRED BY SUCH PARTIES AS A RESULT OF SUCH