<PAGE>
Exhibit 5.1
Form of specimens of certificates representing the Class A Series 2000-4
Floating Rate Asset Backed Certificates and the Class B Series 2000-4 Floating
Rate Asset Backed Certificates.
<PAGE>
FORM OF CLASS A CERTIFICATE
THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT
OF A BENEFIT PLAN (AS DEFINED BELOW)
REGISTERED $ ______________ 1/
No. R- CUSIP No 02582 JBA 7
--------------
Unless this Class A Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to American Express Centurion Bank, American Express Receivables Financing
Corporation II or their 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.
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
SERIES 2000-4
CLASS A FLOATING RATE ASSET BACKED CERTIFICATE
Expected Final Payment Date:
The September 2005 Distribution Date
Each $1,000 minimum denomination represents a
1/1,000,000 ths undivided interest
in Class A of the
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST, SERIES 2000-4
Evidencing an undivided interest in certain assets of a trust, the corpus of
which consists primarily of an interest in receivables generated from time to
time in the ordinary course of business in a portfolio of credit and charge
accounts serviced by
AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.,
and other assets and interests constituting Trust Assets under the Pooling and
Servicing Agreement referred to below.
(Not an interest in or obligation of American Express Travel Related
Services Company, Inc., American Express Centurion Bank, American Express
Receivables Financing Corporation II or any of their respective affiliates)
This certifies that CEDE & CO. (the "Class A Certificateholder") is the
registered owner of a fractional undivided interest in certain assets of a trust
(the "Trust") created pursuant to the Pooling and Servicing
---------------
1/ Denominations of $1,000 and integral multiples of $1,000 in excess thereof.
<PAGE>
Agreement, dated as of May 16, 1996 (as amended and supplemented, the
"Agreement"), as supplemented by the Series 2000-4 Supplement dated as of June
22, 2000 (as amended and supplemented, the "Supplement"), among American Express
Centurion Bank and American Express Receivables Financing Corporation II, as
transferors (together, the "Transferors"), American Express Travel Related
Services Company, Inc., as servicer, and The Bank of New York, a New York
banking corporation, as trustee (the "Trustee"). The corpus of the Trust
consists of (i) the Transferors' ownership interest in a portfolio of
receivables (the "Receivables") existing in credit and charge accounts
identified under the Agreement from time to time (the "Accounts"), (ii) all
Receivables generated under the Accounts from time to time thereafter, (iii)
funds collected or to be collected from cardmembers in respect of the
Receivables, (iv) all funds which are from time to time on deposit in the
Collection Account, the Special Funding Account and any other Series Accounts
and (v) all other assets and interests constituting the Trust. The Holder of
this Certificate is entitled to the benefits of the subordination of the Class B
Certificates and the Collateral Interest to the extent provided in the
Supplement. Although a summary of certain provisions of the Agreement and the
Supplement is set forth below and in the Summary of Terms and Conditions
attached hereto and made a part hereof, this Class A Certificate does not
purport to summarize the Agreement and the Supplement and reference is made to
the Agreement and the Supplement for information with respect to the interests,
rights, benefits, obligations, proceeds and duties evidenced hereby and the
rights, duties and obligations of the Trustee. A copy of the Agreement and the
Supplement (without schedules) may be requested from the Trustee by writing to
the Trustee at the Corporate Trust Office. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in the
Agreement or the Supplement, as applicable.
This Class A Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement and the Supplement, to which
Agreement and Supplement, each as amended and supplemented from time to time,
the Class A Certificateholder by virtue of the acceptance hereof assents and is
bound.
This Class A Certificate may not be acquired by or for the account of
any employee benefit plan, trust or account, including an individual retirement
account, that is subject to the Employee Retirement Income Security Act of 1974,
as amended, or that is described in Section 4975(e)(1) of the Internal Revenue
Code of 1986, as amended, or an entity whose underlying assets include plan
assets by reason of a plan's investment in such entity (a "Benefit Plan"). By
accepting and holding this Class A Certificate, the Holder hereof shall be
deemed to have represented and warranted that it is not a Benefit Plan. By
acquiring any interest in this Class A Certificate , the applicable Certificate
Owner or Owners shall be deemed to have represented and warranted that it or
they are not Benefit Plans.
It is the intent of the Transferors and the Class A Certificateholder
that, for federal, state and local income and franchise tax purposes, the Class
A Certificates will qualify as indebtedness of the Transferors secured by the
Receivables. The Class A Certificateholder, by the acceptance of this Class A
Certificate, agrees to treat this Class A Certificate for federal, state and
local income and franchise tax purposes as debt of the Transferors.
In general, payments of principal with respect to the Class A
Certificates are limited to the Class A Invested Amount, which may be less than
the unpaid principal balance of the Class A Certificates. The Expected Final
Payment Date is the September 2005 Distribution Date, but principal with respect
to the Class A Certificates may be paid earlier or later under certain
circumstances described in the Agreement and the Supplement. If for one or more
months during the Controlled Accumulation Period there are not sufficient funds
to pay the Controlled Deposit Amount, then to the extent that excess funds are
not available on subsequent Distribution Dates with respect to the Controlled
Accumulation
<PAGE>
Period to make up for such shortfalls, the final payment of principal of the
Class A Certificates will occur later than the Expected Final Payment Date.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee, by manual signature, this Class A Certificate shall
not be entitled to any benefit under the Agreement or the Supplement or be valid
for any purpose.
IN WITNESS WHEREOF, the Transferors have caused this Class A
Certificate to be duly executed.
AMERICAN EXPRESS CENTURION BANK
By:
----------------------------------------------
Name:
Title:
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION II
By:
----------------------------------------------
Name:
Title:
Dated: June 22, 2000
<PAGE>
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the American Express Credit Account Master Trust Series 2000-4
Class A Certificates described in the within-mentioned Agreement and Supplement.
THE BANK OF NEW YORK,
as Trustee,
By:
------------------------------------------
Authorized Officer
or
By:
------------------------------------------
as Authenticating Agent
for the Trustee,
By:
------------------------------------------
Authorized Officer
<PAGE>
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
SERIES 2000-4
CLASS A FLOATING RATE ASSET BACKED CERTIFICATE
Summary of Terms and Conditions
The Receivables consist of Principal Receivables which arise
generally from the purchase of goods and services and amounts advanced to
cardmembers as cash advances and Finance Charge Receivables. This Class A
Certificate is one of a Series of Certificates entitled American Express Credit
Account Master Trust, Series 2000-4 (the "Series 2000-4 Certificates"), and one
of a class thereof entitled Class A Series 2000-4 Floating Rate Asset Backed
Certificates, (the "Class A Certificates"), each of which represents a
fractional, undivided interest in certain assets of the Trust. The assets of the
Trust are allocated in part to the investor certificateholders of all
outstanding Series (the "Certificateholders' Interest") with the remainder
allocated to the Holders of the Transferor Certificates. The aggregate interest
represented by the Class A Certificates at any time in the Principal Receivables
in the Trust shall not exceed an amount equal to the Class A Invested Amount at
such time. The Class A Initial Invested Amount is $1,000,000,000. The Class A
Invested Amount on any date will be an amount equal to (a) the Class A Initial
Invested Amount, minus (b) the aggregate amount of principal payments made to
the Class A Certificateholder on or prior to such date, minus (c) the excess, if
any, of the aggregate amount of Class A Investor Charge-Offs for all prior
Distribution Dates over Class A Investor Charge-Offs reimbursed pursuant to
subsection 4.07(b) of the Supplement prior to such date.
Subject to the terms and conditions of the Agreement, the
Transferors may, from time to time, direct the Trustee, on behalf of the Trust,
to issue one or more new Series of Investor Certificates, which will represent
fractional, undivided interests in certain of the Trust Assets.
On each Distribution Date, the Paying Agent shall distribute
to each Class A Certificateholder of record on the last day of the preceding
calendar month (each a "Record Date") such Class A Certificateholder's pro rata
share of such amounts (including amounts on deposit in the Collection Account,
the Interest Funding Account and the Principal Funding Account) as are payable
to the Class A Certificateholder pursuant to the Agreement and the Supplement.
Distributions with respect to this Class A Certificate will be made by the
Paying Agent by check mailed to the address of the Class A Certificateholder of
record appearing in the Certificate Register without the presentation or
surrender of this Class A Certificate or the making of any notation thereon
(except for the final distribution in respect of this Class A Certificate)
except that with respect to Class A Certificates registered in the name of Cede
& Co., the nominee for The Depository Trust Company, distributions will be made
in the form of immediately available funds. Final payment of this Class A
Certificate will be made only upon presentation and surrender of this Class A
Certificate at the office or agency specified in the notice of final
distribution delivered by the Trustee to the Series 2000-4 Certificateholders in
accordance with the Agreement and the Supplement.
On any day occurring on or after the day on which the Invested
Amount is reduced to 5% or less of the Initial Invested Amount, the Transferors
have the option to repurchase the Series 2000-4 Certificateholders' Interest in
the Trust. The repurchase price will be equal to (a) if such day is a
Distribution Date, the Reassignment Amount for such Distribution Date or (b) if
such day is not a Distribution Date, the Reassignment Amount for the
Distribution Date following such day. Following the deposit of the Reassignment
Amount in the Collection Account, Series 2000-4 Certificateholders will not
<PAGE>
have any interest in the Receivables and the Series 2000-4 Certificates
will represent only the right to receive such Reassignment Amount.
This Class A Certificate does not represent an obligation of, or an
interest in, the Transferors or the Servicer or any affiliate of any of them and
is not insured or guaranteed by the Federal Deposit Insurance Corporation or any
other governmental agency or instrumentality. This Class A Certificate is
limited in right of payment to certain Collections with respect to the
Receivables (and certain other amounts), all as more specifically set forth
hereinabove and in the Agreement and the Supplement.
The Class A Certificates are issuable only in minimum denominations of
$1,000 and integral multiples of $1,000. The transfer of this Class A
Certificate shall be registered in the Certificate Register upon surrender of
this Class A Certificate for registration of transfer at any office or agency
maintained by the Transfer Agent and Registrar accompanied by a written
instrument of transfer, in a form satisfactory to the Trustee or the Transfer
Agent and Registrar, duly executed by the Class A Certificateholder or such
Class A Certificateholder's attorney, and duly authorized in writing with such
signature guaranteed, and thereupon one or more new Class A Certificates of
authorized denominations and for the same aggregate fractional undivided
interest will be issued to the designated transferee or transferees.
As provided in the Agreement and subject to certain limitations therein
set forth, Class A Certificates are exchangeable for new Class A Certificates
evidencing like aggregate fractional, undivided interests as requested by the
Class A Certificateholder surrendering such Class A Certificates. No service
charge may be imposed for any such exchange but the Servicer or Transfer Agent
and Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.
The Servicer, the Trustee, the Paying Agent and the Transfer Agent and
Registrar and any agent of any of them, may treat the person in whose name this
Class A Certificate is registered as the owner hereof for all purposes, and
neither the Servicer nor the Trustee, the Paying Agent, the Transfer Agent and
Registrar, nor any agent of any of them, shall be affected by notice to the
contrary except in certain circumstances described in the Agreement.
THIS CLASS A CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
<PAGE>
ASSIGNMENT
Social Security or other identifying number of assignee
------------------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
----------------------------------------------
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints , attorney, to transfer said certificate
on the books kept for registration thereof, with full power of substitution in
the premises.
Dated: 2/
------------------------
Signature Guaranteed:
------------------------
2/ NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Certificate in every
particular, without alteration, enlargement or any change whatsover.
<PAGE>
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT
OF A BENEFIT PLAN (AS DEFINED BELOW)
REGISTERED $ __________3/
--
No. R- CUSIP No. 02582 JBB 5
--------------
Unless this Class B Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to American Express Centurion Bank, American Express Receivables Financing
Corporation II or their 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.
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
SERIES 2000-4
CLASS B FLOATING RATE ASSET BACKED CERTIFICATE
Expected Final Payment Date:
The September 2005 Distribution Date
Each $1,000 minimum denomination represents a
1/96,970 ths undivided interest
in Class B of the
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST, SERIES 2000-4
Evidencing an undivided interest in certain assets of a trust, the corpus of
which consists primarily of an interest in receivables generated from time to
time in the ordinary course of business in a portfolio of credit and charge
accounts serviced by
AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.,
and other assets and interests constituting Trust Assets under the Pooling and
Servicing Agreement referred to below.
(Not an interest in or obligation of American Express Travel Related Services
Company, Inc., American Express Centurion Bank, American Express Receivables
Financing Corporation II or any of their respective affiliates)
This certifies that CEDE & CO. (the "Class B Certificateholder") is the
registered owner of a fractional, undivided interest in certain assets of a
trust (the "Trust") created pursuant to the Pooling and Servicing
----------
3/ Denominations of $1,000 and integral multiples of $1,000 in excess
thereof.
<PAGE>
Agreement, dated as of May 16, 1996 (as amended and supplemented, the
"Agreement"), as supplemented by the Series 2000-4 Supplement dated as of June
22, 2000 (as amended and supplemented, the "Supplement"), among American Express
Centurion Bank and American Express Receivables Financing Corporation II, as
transferors (together, the "Transferors"), American Express Travel Related
Services Company, Inc., as servicer, and The Bank of New York, a New York
banking corporation, as trustee (the "Trustee"). The corpus of the Trust
consists of (i) the Transferors' ownership interest in a portfolio of
receivables (the "Receivables") existing in credit and charge accounts
identified under the Agreement from time to time (the "Accounts"), (ii) all
Receivables generated under the Accounts from time to time thereafter, (iii)
funds collected or to be collected from cardmembers in respect of the
Receivables, (iv) all funds which are from time to time on deposit in the
Collection Account, the Special Funding Account, and any other Series Accounts
and (v) all other assets and interests constituting the Trust. Although a
summary of certain provisions of the Agreement and the Supplement is set forth
below and in the Summary of Terms and Conditions attached hereto and made a part
hereof, this Class B Certificate does not purport to summarize the Agreement and
the Supplement and reference is made to the Agreement and the Supplement for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and obligations of
the Trustee. A copy of the Agreement and the Supplement (without schedules) may
be requested from the Trustee by writing to the Trustee at the Corporate Trust
Office. To the extent not defined herein, the capitalized terms used herein have
the meanings ascribed to them in the Agreement or the Supplement, as applicable.
This Class B Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement and the Supplement, to which
Agreement and Supplement, each as amended and supplemented from time to time,
the Class B Certificateholder by virtue of the acceptance hereof assents and is
bound.
This Class B Certificate may not be acquired by or for the
account of any employee benefit plan, trust or account, including an individual
retirement account, that is subject to the Employee Retirement Income Security
Act of 1974, as amended, or that is described in Section 4975(e)(1) of the
Internal Revenue Code of 1986, as amended, or an entity whose underlying assets
include plan assets by reason of a plan's investment in such entity (a "Benefit
Plan"). By accepting and holding this Class B Certificate, the Holder hereof
shall be deemed to have represented and warranted that it is not a Benefit Plan.
By acquiring any interest in this Class B Certificate , the applicable
Certificate Owner or Owners shall be deemed to have represented and warranted
that it or they are not Benefit Plans.
THIS CLASS B CERTIFICATE IS SUBORDINATED TO THE EXTENT
NECESSARY TO FUND PAYMENTS ON THE CLASS A CERTIFICATES TO THE EXTENT SPECIFIED
IN THE SUPPLEMENT.
It is the intent of the Transferors and the Class B
Certificateholder that, for federal, state and local income and franchise tax
purposes, the Class B Certificates will qualify as indebtedness of the
Transferors secured by the Receivables. The Class B Certificateholder, by the
acceptance of this Class B Certificate, agrees to treat this Class B Certificate
for federal, state and local income and franchise tax purposes as debt of the
Transferors.
In general, payments of principal with respect to the Class B
Certificates are limited to the Class B Invested Amount, which may be less than
the unpaid principal balance of the Class B Certificates. The Expected Final
Payment Date is the September 2005 Distribution Date, but principal with respect
to the Class B Certificates may be paid earlier or later under certain
circumstances described in the Agreement and the Supplement. If for one or more
months during the Controlled Accumulation Period there are not sufficient funds
to pay the Controlled Deposit Amount, then to the extent that excess funds are
not available on subsequent Distribution Dates with respect to the Controlled
Accumulation
<PAGE>
Period to make up for such shortfalls, the final payment of principal of the
Class B Certificates will occur later than the Expected Final Payment Date.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this Class B
Certificate shall not be entitled to any benefit under the Agreement or the
Supplement or be valid for any purpose.
IN WITNESS WHEREOF, the Transferors have caused this Class B
Certificate to be duly executed.
AMERICAN EXPRESS CENTURION BANK
By:
----------------------------
Name:
Title:
AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION
By:
----------------------------
Name:
Title:
Dated: June 22, 2000
<PAGE>
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the American Express Credit Account Master
Trust Series 2000-4 Class B Certificates described in the within mentioned
Agreement and Supplement.
THE BANK OF NEW YORK,
as Trustee
By:
-----------------------
Authorized Signatory
<PAGE>
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
SERIES 2000-4
CLASS B FLOATING RATE ASSET BACKED CERTIFICATE
Summary of Terms and Conditions
The Receivables consist of Principal Receivables which arise
generally from the purchase of goods and services and amounts advanced to
cardmembers as cash advances and Finance Charge Receivables. This Class B
Certificate is one of a Series of Certificates entitled American Express Credit
Account Master Trust, Series 2000-4 (the "Series 2000-4 Certificates"), and one
of a class thereof entitled Class B Series 2000-4 Floating Rate Asset Backed
Certificates, (the "Class B Certificates"), each of which represents a
fractional, undivided interest in certain assets of the Trust. The assets of the
Trust are allocated in part to the investor certificateholders of all
outstanding Series (the "Certificateholders' Interest") with the remainder
allocated to the Holders of the Transferor Certificates. The aggregate interest
represented by the Class B Certificates at any time in the Principal Receivables
in the Trust shall not exceed an amount equal to the Class B Invested Amount at
such time. The Class B Initial Invested Amount is $96,970,000. The Class B
Invested Amount on any date will be an amount equal to (a) the Class B Initial
Invested Amount, minus (b) the aggregate amount of principal payments made to
the Class B Certificateholder on or prior to such date, minus (c) the excess, if
any, of the aggregate amount of Class B Investor Charge-Offs for all prior
Distribution Dates over Class B Investor Charge-Offs reimbursed, minus (d) the
amount of Reallocated Principal Collections allocated on all prior Distribution
Dates pursuant to subsection 4.08(a) of the Supplement (excluding any
Reallocated Principal Collections that have resulted in a reduction in the
Collateral Invested Amount pursuant to Section 4.08), minus (e) an amount equal
to the amount by which the Class B Invested Amount has been reduced to cover the
Class A Investor Default Amount on all prior Distribution Dates, and plus (f)
the amount of Excess Spread and Excess Finance Charge Collections allocated to
Series 2000-4 and applied on all prior Distribution Dates for the purpose of
reimbursing amounts deducted pursuant to the foregoing clauses (c), (d) and (e);
provided, however, that the Class B Invested Amount may not be reduced below
zero.
Subject to the terms and conditions of the Agreement, the
Transferors may, from time to time, direct the Trustee, on behalf of the Trust,
to issue one or more new Series of Investor Certificates, which will represent
fractional, undivided interests in certain of the Trust Assets.
On each Distribution Date, the Paying Agent shall distribute
to each Class B Certificateholder of record on the last day of the preceding
calendar month (each a "Record Date") such Class B Certificateholder's pro rata
share of such amounts (including amounts on deposit in the Collection Account,
the Interest Funding Account and the Principal Funding Account) as are payable
to the Class B Certificateholder pursuant to the Agreement and the Supplement.
Distributions with respect to this Class B Certificate will be made by the
Paying Agent by check mailed to the address of the Class B Certificateholder of
record appearing in the Certificate Register without the presentation or
surrender of this Class B Certificate or the making of any notation thereon
(except for the final distribution in respect of this Class B Certificate)
except that with respect to Class B Certificates registered in the name of Cede
& Co., the nominee for The Depository Trust Company, distributions will be made
in the form of immediately available funds. Final payment of this Class B
Certificate will be made only upon presentation and surrender of this Class B
Certificate at the office or agency specified in the notice of final
distribution delivered by the Trustee to the Series 2000-4 Certificateholders in
accordance with the Agreement and the Supplement.
<PAGE>
On any day occurring on or after the day on which the Invested
Amount is reduced to 5% or less of the Initial Invested Amount, the Transferors
have the option to repurchase the Series 2000-4 Certificateholders' Interest in
the Trust. The repurchase price will be equal to (a) if such day is a
Distribution Date, the Reassignment Amount for such Distribution Date or (b) if
such day is not a Distribution Date, the Reassignment Amount for the
Distribution Date next following such day. Following the deposit of the
Reassignment Amount in the Collection Account, Series 2000-4 Certificateholders
will not have any interest in the Receivables and the Series 2000-4 Certificates
will represent only the right to receive such Reassignment Amount.
This Class B Certificate does not represent an obligation of,
or an interest in, the Transferors or the Servicer or any affiliate of any of
them and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency or instrumentality. This Class B
Certificate is limited in right of payment to certain Collections with respect
to the Receivables (and certain other amounts), all as more specifically set
forth hereinabove and in the Agreement and the Supplement.
The Class B Certificates are issuable only in minimum
denominations of $1,000 and integral multiples of $1,000. The transfer of this
Class B Certificate shall be registered in the Certificate Register upon
surrender of this Class B Certificate for registration of transfer at any office
or agency maintained by the Transfer Agent and Registrar accompanied by a
written instrument of transfer, in a form satisfactory to the Trustee or the
Transfer Agent and Registrar, duly executed by the Class B Certificateholder or
such Class B Certificateholder's attorney, and duly authorized in writing with
such signature guaranteed, and thereupon one or more new Class B Certificates of
authorized denominations and for the same aggregate fractional undivided
interest will be issued to the designated transferee or transferees.
As provided in the Agreement and subject to certain
limitations therein set forth, Class B Certificates are exchangeable for new
Class B Certificates evidencing like aggregate fractional undivided interests as
requested by the Class B Certificateholder surrendering such Class B
Certificates. No service charge may be imposed for any such exchange but the
Servicer or Transfer Agent and Registrar may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith.
The Servicer, the Trustee, the Paying Agent and the Transfer
Agent and Registrar and any agent of any of them, may treat the person in whose
name this Class B Certificate is registered as the owner hereof for all
purposes, and neither the Servicer nor the Trustee, the Paying Agent, the
Transfer Agent and Registrar, nor any agent of any of them, shall be affected by
notice to the contrary except in certain circumstances described in the
Agreement.
THIS CLASS B CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
<PAGE>
ASSIGNMENT
Social Security or other identifying number of assignee
------------------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
----------------------------------------------
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints _______________, attorney, to transfer said certificate
on the books kept for registration thereof, with full power of substitution in
the premises.
Dated: ______________ 4/
---------------------
Signature Guaranteed:
---------------------
4/ NOTE: The signature to this assignment must correspond with the name of
the registered owner as it appears on the face of the within
Certificate in every particular, without alteration, enlargement or any
change whatsoever.
