UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR THE SECURITIES LAWS OF ANY
STATE
AND MAY NOT BE
RESOLD OR
TRANSFERRED
UNLESS
IT IS
REGISTERED
PURSUANT
TO SUCH ACT AND LAWS OR IS SOLD OR
TRANSFERRED
IN
TRANSACTIONS
WHICH ARE EXEMPT FROM
REGISTRATION
UNDER SUCH ACT AND UNDER
APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT (THE "AGREEMENT").
NO TRANSFER OF THIS CERTIFICATE (OR ANY INTEREST HEREIN) MAY BE MADE TO ANY PERSON,
UNLESS THE TRANSFEREE PROVIDES THE TRUSTEE, THE
DEPOSITOR AND THE MASTER SERVICER WITH EITHER (A) A
CERTIFICATION
PURSUANT TO
SECTION 5.02(e)
OF THE AGREEMENT OR (B) AN OPINION OF
COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE
SATISFACTORY TO THE MASTER SERVICER,
THE DEPOSITOR AND THE TRUSTEE TO THE EFFECT THAT
THE PURCHASE AND HOLDING OF THIS
CERTIFICATE
IS
PERMISSIBLE
UNDER
APPLICABLE
LAW,
WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT
PROHIBITED
TRANSACTION
UNDER
SECTION 406
OF THE
EMPLOYEE
RETIREMENT
INCOME
SECURITY
ACT OF
1974,
AS
AMENDED
("ERISA"),
OR
SECTION 4975
OF THE CODE (OR
COMPARABLE
PROVISIONS
OF ANY
SUBSEQUENT
ENACTMENTS)
AND WILL NOT SUBJECT THE MASTER
SERVICER,
THE
DEPOSITOR OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY
(INCLUDING
OBLIGATIONS
OR LIABILITIES
UNDER ERISA OR
SECTION 4975
OF THE
CODE) IN
ADDITION
TO THOSE
UNDERTAKEN
IN THE
AGREEMENT,
WHICH
OPINION OF COUNSEL
SHALL NOT BE AN
EXPENSE OF THE
TRUSTEE,
THE
DEPOSITOR OR THE MASTER SERVICER.
ANY
RESALE,
TRANSFER
OR OTHER
DISPOSITION
OF THIS
CERTIFICATE
MAY BE MADE ONLY IF THE
PROPOSED
TRANSFEREE
PROVIDES A TRANSFER
AFFIDAVIT
TO THE MASTER
SERVICER
AND THE TRUSTEE THAT
(1) SUCH
TRANSFEREE
IS NOT (A) THE
UNITED
STATES,
ANY STATE OR POLITICAL
SUBDIVISION
THEREOF,
ANY
FOREIGN
GOVERNMENT,
ANY
INTERNATIONAL
ORGANIZATION,
OR ANY
AGENCY
OR
INSTRUMENTALITY
OF ANY OF THE
FOREGOING,
(B) ANY
ORGANIZATION (OTHER THAN A COOPERATIVE
DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED
BY CHAPTER 1 OF THE CODE UNLESS
SUCH
ORGANIZATION
IS SUBJECT TO THE TAX IMPOSED BY
SECTION 511
OF THE CODE,
(C) ANY
ORGANIZATION
DESCRIBED IN
SECTION 1381(a)(2)(C) OF
THE CODE,
(ANY SUCH PERSON
DESCRIBED IN THE FOREGOING
CLAUSES (A), (B) OR
(C) BEING
HEREIN
REFERRED TO AS A "DISQUALIFIED
ORGANIZATION")
OR (D) AN AGENT OF A DISQUALIFIED
ORGANIZATION,
(2) NO PURPOSE OF SUCH TRANSFER IS TO
IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES
CERTAIN ADDITIONAL
CONDITIONS
RELATING TO THE FINANCIAL
CONDITION OF THE PROPOSED
TRANSFEREE.
NOTWITHSTANDING
THE REGISTRATION IN
THE CERTIFICATE REGISTER OR ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED
ORGANIZATION OR AN AGENT OF
A DISQUALIFIED
ORGANIZATION,
SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT
BE DEEMED TO BE A
CERTIFICATEHOLDER
FOR ANY PURPOSE
HEREUNDER,
INCLUDING,
BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE.
EACH HOLDER OF THIS
CERTIFICATE
BY ACCEPTANCE OF THIS
CERTIFICATE
SHALL BE DEEMED TO HAVE CONSENTED TO