HAVE
REPRESENTED BY VIRTUE OF
ITS PURCHASE OR HOLDING OF THIS
CERTIFICATE
(OR INTEREST
THEREIN)
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
THEREIN) 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
THEREIN) 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
ACQUISITION OR HOLDING.
NO TRANSFER
OF THIS
CERTIFICATE
OR INTEREST
HEREIN MAY BE MADE BY A HOLDER OF THIS
CERTIFICATE
UNLESS THAT
TRANSFER IS MADE
PURSUANT TO AN
EFFECTIVE
REGISTRATION
STATEMENT
UNDER THE 1933 ACT,
AND
EFFECTIVE
REGISTRATION
OR
QUALIFICATION
UNDER
APPLICABLE
STATE
SECURITIES
LAWS,
OR IS MADE IN A
TRANSACTION
THAT DOES NOT REQUIRE
SUCH
REGISTRATION
OR
QUALIFICATION.
FURTHERMORE,
THE AGREEMENT
PROVIDES THAT NO TRANSFER OF THIS
CERTIFICATE OR
INTEREST
HEREIN MAY BE MADE BY A HOLDER OF THIS
CERTIFICATE
EXCEPT
(I) OUTSIDE
THE UNITED
STATES TO ENTITIES
WHICH ARE NOT U.S.
PERSONS
WITHIN THE MEANING OF
REGULATION S UNDER THE
1933 ACT OR (II) IN
RELIANCE
ON RULE 144A UNDER THE 1933 ACT
("RULE
144A") TO A
QUALIFIED
INSTITUTIONAL
BUYER (AS DEFINED IN RULE 144A) THAT IS ACQUIRING THIS
CERTIFICATE OR INTEREST
HEREIN FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER.
EACH HOLDER OF THIS
CERTIFICATE
WILL BE DEEMED TO HAVE
ACKNOWLEDGED AND AGREED THAT
(I) IT IS (A) A QUALIFIED
INSTITUTIONAL
BUYER AND IS ACQUIRING THIS
CERTIFICATE FOR ITS OWN
INSTITUTIONAL
ACCOUNT OR FOR THE ACCOUNT OR ACCOUNTS OF A QUALIFIED
INSTITUTIONAL
BUYER, OR
(B) IT IS NOT A U.S.
PERSON AND IS ACQUIRING
THIS
CERTIFICATE
OUTSIDE THE UNITED STATES (A
"REGULATION S PURCHASER");
AND (II) IT UNDERSTANDS THAT THIS CERTIFICATE IS BEING TRANSFERRED
TO IT IN A TRANSACTION
NOT INVOLVING ANY PUBLIC
OFFERING WITHIN THE MEANING OF THE 1933 ACT,
AND
THAT,
IF IN THE
FUTURE
IT
DECIDES
TO
RESELL,
PLEDGE
OR
OTHERWISE
TRANSFER
THIS
CERTIFICATE,
THIS