Rule 144A Letter definition

Rule 144A Letter. As defined in Section 5.02(b).

Rule 144A Letter means a letter delivered in connection with the transfer of a Trust Certificate pursuant to Section 3.04(a), substantially in the form attached hereto as Exhibit D.

Rule 144A Letter has the meaning set forth in Section 3.4(b).

Examples of Rule 144A Letter in a sentence

• The Trustee shall be under no liability to any Person for any registration of Transfer of a Residual Certificate that is in fact not permitted by Section 5.02(b) and this Section 5.02(c) or for making any payments due on such Certificate to the Holder thereof or taking any other action with respect to such Holder under the provisions of this Agreement so long as the Transfer was registered after receipt of the related Transfer Affidavit, Transferor Certificate and the Rule 144A Letter.

• The Trustee shall be under no liability to any Person for any registration of Transfer of a Residual Certificate that is in fact not permitted by Section 5.02(b) and this Section 5.02(c) or for making any payments due on such Certificate to the Holder thereof or taking any other action with respect to such Holder under this Agreement so long as the Transfer was registered after receipt of the related Transfer Affidavit, Transferor Certificate and either the Rule 144A Letter or the Investment Letter.

• Except in the case of a transfer as to which the proposed transferee has provided a Rule 144A Letter, there shall also be delivered to the Issuer an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act and an Opinion of Counsel or memorandum of law that such transfer may be made pursuant to an exemption from state securities laws, which Opinion(s) of Counsel and memorandum of law shall not be an expense of the Issuer or the Owner Trustee.

• In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall each certify to the Issuer in writing the facts surrounding the transfer in the form of a Seller Certificate and Investment Letter or a Rule 144A Letter.

• In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Holder desiring to effect such transfer and such Holder’s prospective transferee shall each certify to the Issuer in writing the facts surrounding the transfer in the form of a Seller Certificate and Investment Letter or a Rule 144A Letter.

More Definitions of Rule 144A Letter

Rule 144A Letter. 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-3 hereto.

Rule 144A Letter. As defined in Section 5.02(b). Xxxxxxxx-Xxxxx Certification: As defined in Section 3.24.

Rule 144A Letter is defined in Section 10.12(a).

Rule 144A Letter. As defined in Section 5.02(b). Saxon: Saxon Mortgage Services, Inc., a Texas corporation.

Rule 144A Letter. As defined in Section 5.02(b) of the Trust Agreement.

Rule 144A Letter. As defined in Section 5.02(b) hereof. Sale Agreement: Each of the Countrywide Sale Agreement, the Quicken Sale Agreement, the RFC Sale Agreement, the American Home Sale Agreement and the Goldman Conduit Sale Agreement.

Rule 144A Letter. As defined in Section 5.02(b). Fremont [200___-___] Pooling & Servicing Agreement 54