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-1, Class A-2, Class A-3, Class A-4A,
Underlying
Class A-4B, Class A-5,
Class A-6, Class A-7 and 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
Balance of such
Mortgage
Loan as of the