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
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 TRUSTEE WITH AN OPINION
OF COUNSEL FOR THE BENEFIT OF THE
TRUSTEE AND THE
SERVICER
AND ON WHICH THEY MAY RELY WHICH
IS
SATISFACTORY
TO THE TRUSTEE 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
SERVICER
OR THE
TRUSTEE
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.
Senior Certificates:
The Class A Certificates and the Senior Class X Certificates.
Senior Class X Certificates:
The Class I-X, Class II-X,
Class III-X-1 and Class IV-X
Certificates.
Senior Optimal
Principal
Amount:
With respect to each
Distribution Date and a Loan
Group or Sub-Group,
an amount equal to the sum, without duplication,
of the following (after
giving effect to the
application of such amounts to cover
Deferred