officer
assigned
to the
Corporate
Trust
Office of the
Trustee
(or any
successor
thereto),
including any Vice
President,
Assistant
Vice
President,
Trust
Officer,
any Assistant
Secretary,
any trust officer or any other
officer of the Trustee customarily
performing
functions similar to those performed by any of the above designated officers and having
direct
responsibility
for the
administration
of this
Agreement,
and any other
officer of the
Trustee
to whom a matter
arising
hereunder may be referred.
Rule 144A Certificate:
The certificate to be furnished by each purchaser of a Private
Certificate
(which is also a Physical
Certificate) which is a Qualified
Institutional
Buyer as defined under Rule 144A promulgated under the Securities Act,
substantially
in the form set forth as Exhibit F-2 hereto.
S&P:
Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors in interest.
Sarbanes-Oxley
Act:
The
Sarbanes-Oxley
Act of 2002 and the rules and regulations of the Commission
promulgated
thereunder
(including any interpretation thereof by the Commission's staff).
Sarbanes-Oxley Certification:
As defined in Section 3.18(a)(iv).
Scheduled
Payment:
With respect to any Mortgage Loan and any Due Period,
the scheduled payment or payments of principal and
interest due during such Due Period on such
Mortgage
Loan which either is payable by a Mortgagor in such Due Period under the related
Mortgage Note or, in the case of REO Property, would otherwise have been payable under the related Mortgage Note.
Scheduled Principal:
The principal portion of any Scheduled Payment.
Securities Act:
The Securities Act of 1933, as amended.
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 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