Rule 144A promulgated under the Securities Act,
substantially
in the form set forth as Exhibit F-2 hereto.
S&P:
Standard & Poor's, 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 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