IN RELIANCE ON RULE 144A OR (2) IN
CERTIFICATED
FORM TO AN "INSTITUTIONAL
ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1),
(2), (3) or
(7) OF
REGULATION
D UNDER THE ACT OR ANY
ENTITY IN WHICH ALL OF THE
EQUITY
OWNERS
COME
WITHIN
SUCH
PARAGRAPHS
PURCHASING
NOT FOR
DISTRIBUTION
IN
VIOLATION
OF THE
SECURITIES
ACT,
SUBJECT TO (A) THE
RECEIPT BY THE SECURITIES
ADMINISTRATOR
OF A LETTER
SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT
AND (B) THE RECEIPT BY THE SECURITIES
ADMINISTRATOR
OF SUCH OTHER EVIDENCE
ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER,
RESALE,
PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER
APPLICABLE
LAWS OR IN EACH CASE IN ACCORDANCE
WITH ALL APPLICABLE
SECURITIES
LAWS OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS
CERTIFICATE
MAY NOT BE ACQUIRED
DIRECTLY OR
INDIRECTLY
BY, OR ON BEHALF OF, AN
EMPLOYEE
BENEFIT
PLAN OR
OTHER
RETIREMENT
ARRANGEMENT
THAT IS
SUBJECT
TO
TITLE I OF THE
EMPLOYEE
RETIREMENT
INCOME
SECURITY
ACT OF 1974,
AS AMENDED
("ERISA"),
AND/OR
SECTION
4975 OF THE
INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE")
(EACH,
A "PLAN"),
OR BY A PERSON USING "PLAN ASSETS" OF A
PLAN,
UNLESS THE PROPOSED
TRANSFEREE
PROVIDES THE SECURITIES
ADMINISTRATOR
WITH AN OPINION OF COUNSEL
FOR THE BENEFIT OF THE TRUSTEE,
MASTER
SERVICER AND THE SECURITIES
ADMINISTRATOR
AND ON WHICH THEY MAY
RELY WHICH IS
SATISFACTORY
TO THE
SECURITIES
ADMINISTRATOR
THAT THE PURCHASE OF THIS
CERTIFICATE
IS
PERMISSIBLE
UNDER
APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT
PROHIBITED
TRANSACTION
UNDER
SECTION
406 OF ERISA OR SECTION
4975 OF THE CODE AND WILL NOT SUBJECT
THE MASTER
SERVICER,
THE
TRUSTEE OR THE SECURITIES
ADMINISTRATOR
TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE
UNDERTAKEN
IN THE AGREEMENT.
NO
TRANSFER
OF
ANY
CLASS
B-IO
CERTIFICATE
SHALL
BE
MADE
UNLESS
THE
PROPOSED
TRANSFEREE OF SUCH CLASS B-IO CERTIFICATE
PROVIDES TO THE SECURITIES
ADMINISTRATOR
AND ANY PAYING AGENT
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,
UPON
RECEIPT
OF ANY
SUCH
TAX
CERTIFICATION
FORM
FROM A
TRANSFEREE
OF ANY
CLASS
B-IO
CERTIFICATE,
THE SECURITIES
ADMINISTRATOR
SHALL FORWARD SUCH TAX
CERTIFICATION
FORM PROVIDED TO IT TO
THE COUNTERPARTY.
EACH HOLDER OF A CLASS B-IO CERTIFICATE AND EACH TRANSFEREE
THEREOF SHALL BE DEEMED TO
HAVE CONSENTED TO THE SECURITIES
ADMINISTRATOR
FORWARDING TO THE COUNTERPARTY ANY SUCH TAX CERTIFICATION
FORM IT HAS PROVIDED AND UPDATED IN ACCORDANCE
WITH THESE TRANSFER
RESTRICTIONS.
ANY PURPORTED SALES OR
TRANSFERS
OF ANY CLASS B-IO
CERTIFICATE
TO A TRANSFEREE
WHICH DOES NOT COMPLY WITH THESE
REQUIREMENTS
SHALL BE DEEMED NULL AND VOID UNDER THE AGREEMENT.
Certificate No.1
Variable Pass-Through Rate
Class B-IO Subordinate
Aggregate