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.
Senior Certificates:
The Class A Certificates and the Class X Certificates.
Servicer:
As of the Closing Date, EMC and,
thereafter,
its respective
successors in interest that meet the
qualifications
of this Agreement.
Servicing
Criteria:
The
"servicing
criteria" set forth in Item 1122(d) of Regulation
AB, as such may be amended from time
to time.
Servicing
Fee: As to any Mortgage Loan and a
Distribution
Date, an amount equal to the product of (i) the Stated
Principal
Amount of such Mortgage Loan