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
CERTIFICATE MAY BE RESOLD,
PLEDGED OR TRANSFERRED ONLY IN ACCORDANCE WITH
APPLICABLE
STATE
SECURITIES LAWS AND (A) IN A TRANSACTION
MEETING THE
REQUIREMENTS OF RULE
144A,
TO A PERSON THAT THE SELLER
REASONABLY
BELIEVES IS A
QUALIFIED
INSTITUTIONAL
BUYER
THAT
PURCHASES
FOR
ITS
OWN
ACCOUNT
(OR
FOR
THE
ACCOUNT
OR
ACCOUNTS
OF A
QUALIFIED
INSTITUTIONAL
BUYER)
AND TO WHOM
NOTICE IS GIVEN THAT THE
RESALE,
PLEDGE OR
TRANSFER
IS
BEING MADE IN RELIANCE ON RULE 144A,
OR (B) IN AN OFFSHORE
TRANSACTION
IN
ACCORDANCE
WITH
RULE 903 OR RULE 904 OF REGULATION S.
THE HOLDER OF THIS CERTIFICATE DESIRING TO EFFECT ANY TRANSFER,
SALE, PLEDGE OR OTHER
DISPOSITION
SHALL,
AND BY ACCEPTANCE OF THIS
CERTIFICATE
WILL BE DEEMED TO HAVE AGREED TO,
INDEMNIFY
THE TRUSTEE,
THE
DEPOSITOR,
THE MASTER
SERVICER AND THE
CERTIFICATE
REGISTRAR
AGAINST ANY LIABILITY THAT MAY RESULT IF THE TRANSFER,
SALE,
PLEDGE OR OTHER
DISPOSITION IS
NOT SO
EXEMPT
OR IS NOT
MADE IN
ACCORDANCE
WITH
SUCH
FEDERAL
AND
STATE
LAWS
AND THE
AGREEMENT.
NO TRANSFER OF ANY CLASS SB CERTIFICATE
SHALL BE MADE UNLESS THE PROPOSED
TRANSFEREE
OF SUCH CLASS SB CERTIFICATE
PROVIDES TO THE TRUSTEE THE APPROPRIATE TAX
CERTIFICATION
FORM
(I.E.,
IRS FORM W-9 OR IRS FORM
W-8BEN,
W-8IMY,
W-8EXP OR W-8ECI,
AS
APPLICABLE
(OR ANY
SUCCESSOR
FORM
THERETO))
AND AGREES TO UPDATE
SUCH FORMS (I) UPON
EXPIRATION
OF ANY SUCH
FORM,
(II) AS REQUIRED UNDER THEN
APPLICABLE
U.S.
TREASURY
REGULATIONS AND (III) PROMPTLY
UPON
LEARNING
THAT SUCH FORM HAS
BECOME
OBSOLETE
OR
INCORRECT,
AS A
CONDITION
TO SUCH
TRANSFER.
UNDER
THE
AGREEMENT,