economic
risk of an immediate or future loss of its entire investment in the Trust
Certificates.
(v) It understands that the Trust Certificates will be offered in a transaction
not involving any public offering within the meaning of the Securities Act, and
that, if in the future it decides to resell, pledge or otherwise transfer any
Trust Certificates, such Trust Certificates may be resold, pledged or
transferred only (a) to a Person who the seller reasonably believes is an
B-1
institutional "accredited investor" as defined in Rule 501(a)(1)-(3) or
(7) under the Securities Act that purchases for its own account or for the
account of another institutional accredited investor or (b) pursuant to an
effective registration statement under the Securities Act.
(vi) If the transferee of a Class E Note and Certificate is a partnership, a
limited liability company, a grantor trust (within the meaning of Sections
671-679 of the Code) or an S corporation (within the meaning of Section 1361 of
the Code) (each a "flow-through entity"), except as previously disclosed to the
Trust Depositor in writing, no person or entity will own, directly or indirectly
through one or more flow-through entities, an interest in the transferee such
that more than 65% of the value of the person's interest in the Purchaser is
attributable to the transferee's investment in the Trust.
(vii) It understands that each Trust Certificate will bear legends substantially
to the following effect:
THIS TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT") OR STATE SECURITIES LAWS. THE HOLDER HEREOF,
BY PURCHASING THIS TRUST CERTIFICATE, AGREES THAT THIS TRUST CERTIFICATE MAY BE
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN ACCORDANCE WITH ANY APPLICABLE
STATE SECURITIES LAWS AND TO A PERSON WHO HAS FURNISHED TO THE OWNER TRUSTEE
(A) AN INVESTMENT LETTER TO THE EFFECT THAT SUCH PURCHASER IS THE TRUST
DEPOSITOR OR AN AFFILIATE THEREOF, OR AN INSTITUTIONAL ACCREDITED INVESTOR
WITHIN THE MEANING OF RULE 501(a)(1)-(3) OR (7) UNDER THE SECURITIES ACT AND
(B) IF REQUIRED, AN OPINION OF COUNSEL SATISFACTORY TO THE OWNER TRUSTEE.
NEITHER THIS TRUST CERTIFICATE NOR ANY INTEREST HEREIN MAY BE ACQUIRED OR HELD
(IN THE INITIAL ACQUISITION OR THROUGH A TRANSFER) BY, FOR THE ACCOUNT OF OR
WITH ANY ASSETS OF (A) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT
IS SUBJECT TO TITLE I OF ERISA, (B) A PLAN DESCRIBED IN AND SUBJECT TO SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR (C) ANY
ENTITY WHOSE UNDERLYING ASSETS INCLUDE ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN
OR PLAN BY REASON OF AN EMPLOYEE BENEFIT PLAN'S OR PLAN'S INVESTMENT IN THE
ENTITY (INCLUDING, WITHOUT LIMITATION, INSURANCE COMPANY GENERAL ACCOUNTS). BY
ACCEPTING AND HOLDING THIS TRUST CERTIFICATE, THE HOLDER HEREOF SHALL BE DEEMED
TO HAVE REPRESENTED AND WARRANTED THAT IT IS NOT AND FOR THE ENTIRE PERIOD OF
ITS HOLDING WILL NOT BE