or
securities
administrator
(as
applicable)
hereunder,
or its
successor in
interest,
or any
successor securities administrator or paying agent appointed as herein provided.
Securities Administrator Information:
As defined in Section 3.18(c).
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 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