THOSE
TERMS ARE
DEFINED,
RESPECTIVELY,
IN SECTIONS
860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF
THE DEPOSITORY
TRUST COMPANY,
A NEW YORK CORPORATION
("DTC"),
TO ISSUER OR
ITS
AGENT
FOR
REGISTRATION
OF
TRANSFER,
EXCHANGE,
OR
PAYMENT,
AND ANY
CERTIFICATE
ISSUED IS
REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE
OF DTC (AND ANY PAYMENT
IS
MADE
TO
CEDE
& CO.
OR TO
SUCH
OTHER
ENTITY
AS IS
REQUESTED
BY AN
AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF
FOR
VALUE OR
OTHERWISE
BY OR TO ANY
PERSON
IS
WRONGFUL
INASMUCH
AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
ANY TRANSFEREE OF THIS
CERTIFICATE
WILL BE DEEMED TO HAVE
REPRESENTED
BY VIRTUE OF ITS
PURCHASE
OR HOLDING OF SUCH
CERTIFICATE
(OR ANY
INTEREST
HEREIN) THAT
EITHER
(A) SUCH
TRANSFEREE IS NOT AN EMPLOYEE
BENEFIT PLAN OR
OTHER PLAN SUBJECT TO THE
PROHIBITED
TRANSACTION
PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"),
OR SECTION 4975
OF THE CODE (EACH, A "PLAN"),
OR ANY PERSON (INCLUDING,
WITHOUT
LIMITATION,
AN
INVESTMENT
MANAGER,
A NAMED
FIDUCIARY OR A TRUSTEE OF ANY
PLAN) WHO IS
USING
PLAN
ASSETS,
WITHIN
THE
MEANING
OF THE
U.S.
DEPARTMENT
OF LABOR
REGULATION
PROMULGATED
AT 29 C.F.R.ss.
2510.3-101,
AS
MODIFIED BY SECTION
3(42)
OF
ERISA,
OF ANY
PLAN
(EACH,
A
"PLAN
INVESTOR") TO
EFFECT
SUCH
ACQUISITION,
(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
SUCH
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 THE
CERTIFICATE
(OR ANY
INTEREST
HEREIN) 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 SECTIONS I AND III OF PTCE 95-60 HAVE
BEEN
SATISFIED
(EACH ENTITY THAT
SATISFIES
THIS
CLAUSE (C),
A "COMPLYING
INSURANCE COMPANY").
IF THIS
CERTIFICATE
(OR ANY
INTEREST
HEREIN) IS
ACQUIRED OR HELD IN
VIOLATION
OF THE
PROVISIONS
OF
THE
PRECEDING
PARAGRAPH,
THEN
THE
LAST
PRECEDING
TRANSFEREE
THAT
EITHER
(A) IS
NOT A PLAN
OR A
PLAN
INVESTOR,
(B) ACQUIRED
SUCH
CERTIFICATE IN COMPLIANCE WITH THE RFC EXEMPTION OR (C) IS
A COMPLYING
INSURANCE
COMPANY 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