account number
__________________________________________________________________________________________________
or, if mailed by check, to _______________________________________________________________________________________.
Applicable statements should be mailed to: ______________________________________________________________.
This
information
is
provided by
___________________________________,
the
assignee
named
above,
or
______________________________, as its agent.
EXHIBIT E
FORM OF CLASS R-__ CERTIFICATE
THE CLASS R-__ CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS
CONSTITUTING THE AVAILABLE
DISTRIBUTION
AMOUNT UNTIL
SUCH TIME AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN (THE "AGREEMENT").
THIS
CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A
NON-UNITED STATES
PERSON OR A DISQUALIFIED
ORGANIZATION
(AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL
INCOME TAX PURPOSES,
THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT
CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY,
IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE
CODE OF 1986, AS AMENDED (THE "CODE").
THIS
CERTIFICATE
HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE
SECURITIES
ACT OF 1933, AS AMENDED,
OR THE
SECURITIES
LAWS OF ANY STATE AND MAY NOT BE RESOLD OR
TRANSFERRED
UNLESS IT IS
REGISTERED
PURSUANT TO SUCH ACT
AND LAWS OR IS SOLD OR
TRANSFERRED IN
TRANSACTIONS
WHICH ARE EXEMPT FROM
REGISTRATION
UNDER SUCH ACT AND UNDER
APPLICABLE
STATE LAW AND IS
TRANSFERRED
IN ACCORDANCE
WITH THE
PROVISIONS OF
SECTION 5.02
OF THE POOLING AND
SERVICING AGREEMENT (THE "AGREEMENT").
NO TRANSFER OF THIS
CERTIFICATE
(OR ANY
INTEREST
HEREIN)
MAY BE MADE TO ANY PERSON,
UNLESS THE
TRANSFEREE
PROVIDES
THE
TRUSTEE,
THE
DEPOSITOR
AND THE MASTER
SERVICER
WITH
EITHER
(A) A
CERTIFICATION
PURSUANT
TO
SECTION 5.02(e) OF THE AGREEMENT OR (B) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE
SATISFACTORY
TO THE MASTER
SERVICER,
THE
DEPOSITOR
AND THE
TRUSTEE
TO THE EFFECT
THAT THE
PURCHASE
AND
HOLDING 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
("ERISA"),
OR
SECTION 4975
OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT
ENACTMENTS) AND WILL NOT SUBJECT THE MASTER
SERVICER,
THE DEPOSITOR OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY (INCLUDING
OBLIGATIONS OR LIABILITIES UNDER
ERISA OR
SECTION 4975
OF THE CODE) IN ADDITION TO THOSE
UNDERTAKEN
IN THE
AGREEMENT,
WHICH OPINION OF COUNSEL
SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE DEPOSITOR OR THE MASTER SERVICER.
ANY
RESALE,
TRANSFER
OR OTHER
DISPOSITION
OF THIS
CERTIFICATE
MAY BE MADE
ONLY IF THE
PROPOSED
TRANSFEREE
PROVIDES A TRANSFER
AFFIDAVIT
TO THE MASTER
SERVICER
AND THE TRUSTEE THAT
(1) SUCH
TRANSFEREE
IS NOT (A) THE
UNITED
STATES,
ANY
STATE
OR
POLITICAL
SUBDIVISION
THEREOF,
ANY
FOREIGN
GOVERNMENT,
ANY
INTERNATIONAL
ORGANIZATION,
OR ANY
AGENCY OR
INSTRUMENTALITY
OF ANY OF THE
FOREGOING,
(B) ANY
ORGANIZATION
(OTHER
THAN A
COOPERATIVE
DESCRIBED
IN
SECTION 521
OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY
ORGANIZATION
DESCRIBED
IN
SECTION 1381(a)(2)(C) OF
THE CODE, (ANY SUCH