ANY
OTHER JURISDICTION AND MAY NOT BE REOFFERED,
RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR
TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES PERSONS, EXCEPT AS PERMITTED BY THIS LEGEND.
THE HOLDER
HEREOF,
BY
PURCHASING
THIS
CERTIFICATE,
REPRESENTS,
ACKNOWLEDGES
AND
AGREES
THAT THIS
CERTIFICATE
IS BEING
ACQUIRED
FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO
DISTRIBUTION
AND IT WILL NOT REOFFER,
RESELL,
PLEDGE OR OTHERWISE
TRANSFER THIS
CERTIFICATE
EXCEPT IN COMPLIANCE
WITH THE
SECURITIES
ACT AND OTHER
APPLICABLE
LAWS AND IS TRANSFERRED
IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT AND EXCEPT
(A) IN COMPLIANCE
WITH RULE 144A UNDER THE
SECURITIES
ACT TO A PERSON WHOM THE SELLER
REASONABLY
BELIEVES IS A
QUALIFIED
INSTITUTIONAL
BUYER AS
DEFINED IN RULE 144A
PURCHASING
FOR ITS OWN
ACCOUNT OR FOR THE
ACCOUNT OF A
QUALIFIED
INSTITUTIONAL
BUYER, WHOM THE SELLER HAS INFORMED,
IN EACH CASE, THAT THE REOFFER,
RESALE,
PLEDGE OR
OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
PROVIDED
THAT SUCH
PURCHASER
DELIVERS ALL DOCUMENTS AND
CERTIFICATIONS
AS THE TRUSTEE MAY REASONABLY
REQUIRE;
(B) TO A NON U.S. PERSON (AS DEFINED IN REGULATION S UNDER
THE SECURITIES ACT
("REGULATION
S") OUTSIDE THE UNITED STATES IN COMPLIANCE
WITH RULE 903 OR 904 OF REGULATION S
UNDER
THE
SECURITIES
ACT;
OR (C) TO THE
DEPOSITOR
OR MASTER
SERVICER
OR THEIR
AFFILIATES,
IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY STATE OF THE UNITED STATES AND ANY OTHER JURISDICTION.
ANY
TRANSFEREE
OF THIS
CERTIFICATE
WILL BE DEEMED TO HAVE
REPRESENTED
BY VIRTUE OF ITS
PURCHASE
OR
HOLDING OF THIS
CERTIFICATE
(OR INTEREST
HEREIN) THAT 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.
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 IS NOT A PLAN INVESTOR
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)(II) 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