Office
of
the
Trustee
(or
any
successor
thereto),
including
any
Vice
President,
Assistant Vice President,
Trust Officer, any Assistant Secretary,
any trust officer or any other officer of the Trustee
customarily
performing
functions
similar to those performed by any of the above designated
officers
and having direct
responsibility
for the
administration
of this Agreement,
and any other
officer of the Trustee to whom a matter
arising
hereunder may
be referred.
Rule
144A
Certificate:
The
certificate
to
be
furnished
by
each
purchaser
of a Private
Certificate
(which is also a
Physical
Certificate)
which
is
a
Qualified
Institutional
Buyer
as
defined
under
Rule
144A
promulgated
under the Securities Act,
substantially in the form set forth as
Exhibit F-2 hereto.
S&P: Standard & Poor's, a division of The McGraw-Hill
Companies,
Inc.,
and its successors in interest.
Sarbanes-Oxley
Act:
The
Sarbanes-Oxley
Act of 2002 and the rules and
regulations
of
the
Commission
promulgated
thereunder
(including
any
interpretation thereof by the Commission's staff).
Sarbanes-Oxley Certification:
As defined in Section 3.18(a)(iv).
Scheduled
Payment:
With
respect
to any
Mortgage
Loan
and
any Due
Period,
the
scheduled
payment or payments of
principal
and
interest
due
during
such Due Period on such
Mortgage
Loan
which
either is payable by a
Mortgagor in such Due Period under the related
Mortgage
Note or, in the case
of REO Property,
would otherwise have been payable under the related Mortgage
Note.
Scheduled Principal:
The principal portion of any Scheduled Payment.
Securities Act:
The Securities Act of 1933, as amended.
Securities
Legend:
"THIS
CERTIFICATE
HAS NOT
BEEN
AND
WILL NOT BE
REGISTERED
UNDER THE
SECURITIES
ACT OF 1933,
AS AMENDED
(THE
"SECURITIES
ACT"), OR UNDER ANY STATE
SECURITIES
LAWS. THE HOLDER HEREOF,
BY PURCHASING
THIS
CERTIFICATE,
AGREES THAT THIS
CERTIFICATE
MAY BE
REOFFERED,
RESOLD,
PLEDGED OR OTHERWISE
TRANSFERRED
ONLY IN COMPLIANCE
WITH THE SECURITIES ACT
AND
OTHER
APPLICABLE
LAWS AND ONLY (1)
PURSUANT
TO RULE
144A
UNDER
THE
SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER
REASONABLY
BELIEVES
IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"),
PURCHASING
FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB,
WHOM THE HOLDER HAS INFORMED,
IN EACH CASE, THAT THE REOFFER,
RESALE, PLEDGE
OR
OTHER
TRANSFER
IS
BEING
MADE
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 TRUSTEE OF A LETTER
SUBSTANTIALLY
IN
THE FORM
PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH
OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE 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