Related to IAIS
QIBs means qualified institutional buyers as defined in Rule 144A.
Offshore Transaction Any “offshore transaction” as defined in Rule 902(h) of Regulation S.
IAI means an institutional “accredited investor” as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.
Accredited Investors should complete this Section
Offshore Physical Notes has the meaning provided in Section 2.01.
Qualified Institutional Buyers as defined in Rule 144A. It is aware that the sale of the Privately Offered Certificates is being made in reliance on its continued compliance with Rule 144A. It is aware that the transferor may rely on the exemption from the provisions of Section 5 of the Act provided by Rule 144A. The undersigned understands that the Privately Offered Certificates may be resold, pledged or transferred only to (i) a person reasonably believed to be a Qualified Institutional Buyer that purchases for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the resale, pledge or transfer is being made in reliance in Rule 144A, or (ii) an institutional "accredited investor," as such term is defined under Rule 501 of the Act in a transaction that otherwise does not constitute a public offering. The undersigned agrees that if at some future time it wishes to dispose of or exchange any of the Privately Offered Certificates, it will not transfer or exchange any of the Privately Offered Certificates to a Qualified Institutional Buyer without first obtaining a Rule 144A and Related Matters Certificate in the form hereof from the transferee and delivering such certificate to the addressees hereof. Prior to making any transfer of Privately Offered Certificates, if the proposed Transferee is an institutional "accredited investor," the transferor shall obtain from the transferee and deliver to the addressees hereof an Investment Letter in the form attached to the Pooling and Servicing Agreement, dated as of February 1, 2003, among Structured Asset Mortgage Investments Inc., Wells Fargo Bank Minnesota, National Association, EMC Mortgage Corporation and JPMorgan Chase Bank, as Trustee, pursuant to Certificates were issued. The undersigned certifies that it either: (i) is not acquiring the Privately Offered Certificate directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended, or section 4975 of the Internal Revenue Code of 1986, as amended, or (ii) is providing a representation or an opinion of counsel to the effect that the proposed transfer and holding of a Privately Offered Certificate and the servicing, management and operation of the Trust and its assets: (I) will not result in any prohibited transaction which is not covered under a prohibited transaction exemption, including, but not limited to, Prohibited Transaction Exemption ("PTE") 84-14, PTE 91- 38, PTE 90-1, PTE 95-60, PTE 96-23 and (II) will not give rise to any additional fiduciary duties on the part of the Seller, the Master Servicer or the Trustee or (iii) has attached hereto the opinion specified in Section 5.07 of the Agreement. If the Purchaser proposes that its Certificates be registered in the name of a nominee on its behalf, the Purchaser has identified such nominee below, and has caused such nominee to complete the Nominee Acknowledgment at the end of this letter. Name of Nominee (if any):
Rule 904 means Rule 904 promulgated under the Securities Act.
QIB means a “qualified institutional buyer” as defined in Rule 144A.
Rule 144A Notes means all Notes offered and sold to QIBs in reliance on Rule 144A.
Rule 144A Securities means all Initial Securities offered and sold to QIBs in reliance on Rule 144A.
United States Securities Person Any “U.S. person” as defined in Rule 902(k) of Regulation S.
Institutional Accredited Investors Institutions that are “accredited investors” within the meaning of Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Act or any entity all of the equity owners of which are such institutions.
Regulation S means Regulation S promulgated under the Securities Act.
Government purpose rights means the rights to—
Accredited means approved by the:
Exempt Resales The transactions in which the Initial Purchasers propose to sell the Series A Notes to certain "qualified institutional buyers," as such term is defined in Rule 144A under the Act and pursuant to Regulation S under the Act.
Rule 144A Global Security has the meaning specified in Section 303.
Retail buyer or "buyer" means a person that buys or agrees to buy goods or obtain services or agrees to have services rendered or furnished from a retail seller.
QIB/QP means a QIB that is also a QP.
Rule 144A means Rule 144A promulgated under the Securities Act.
Rule 144A Global Notes means the Notes sold within the United States to U.S. Persons, initially issued to Qualified Institutional Buyers in the form of beneficial interests in one or more Global Notes, deposited with the Indenture Trustee as custodian for the Depository.
Qualified Institutional Buyer A “qualified institutional buyer” as defined in Rule 144A under the Act.
Offshore waters means marine waters of the Pacific Ocean outside the territorial boundaries of the state, including the marine waters of other states and countries.
Regulation S Global Securities means one or more permanent global Securities in registered form representing the aggregate principal amount of Securities sold in reliance on Regulation S under the Securities Act.
Regulation S Securities means all Initial Securities offered and sold outside the United States in reliance on Regulation S.
Additional Business Centre(s means the city or cities specified as such in the relevant Final Terms;