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 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
(A "PLAN") THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT
INCOME
SECURITY ACT OF 1974, AS AMENDED,
AND/OR
SECTION 4975 OF
THE INTERNAL
REVENUE CODE OF 1986,
AS AMENDED (THE
"CODE"),
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 THE
EMPLOYEE
RETIREMENT
INCOME
SECURITY
ACT OF 1974,
AS
AMENDED,
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.
Security
Instrument:
A written instrument
creating a valid first lien
on a Mortgaged
Property securing a Mortgage Note, which may be any applicable
form of
mortgage,
deed of
trust,
deed to
secure
debt or
security
deed,
including any riders or addenda thereto.
Seller:
EMC, as mortgage
loan seller under the Mortgage
Loan Purchase
Agreement and any Subsequent Mortgage Loan Purchase Agreement.
Senior
Certificates:
The Class I-1A-1,
Class I-1A-2,
Class
II-1A-1,
Class II-1A-2,
Class II-2A-1,
Class II-3A-1,
Class II-3A-2,
Class II-4A-1,
Class II-5A-1, Class II-5A-2, Class II-6A-1 and Class II-6A-2 Certificates.
Senior
Enhancement
Percentage:
As
to
each
Distribution
Date,
the
percentage equivalent of a fraction,
the numerator of which is the sum of (i)
the aggregate of the Certificate
Principal Balance of the Class I-M-1,
Class
I-M-2,
Class
I-B-1,
Class I-B-2 and Class I-B-3
Certificates
and (ii) the
Overcollateralization
Amount,
in each case after
taking
into
account