to assignee on the
Certificate
Register of the Trust Fund.
I (We) further
direct the
Certificate
Registrar to issue a new
Certificate of a like
denomination
and Class,
to the above
named
assignee
and deliver
such
Certificate
to the
following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise,
in
immediately
available
funds to
_________________________________
for the account of
_________________________
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 A-11
FORM OF CLASS II-B-[1][2][3] CERTIFICATE
THIS
CERTIFICATE IS
SUBORDINATED
IN RIGHT OF PAYMENT TO THE CLASS II-A
CERTIFICATES,
[CLASS II-B-1],
[CLASS II-B-2] AND [CLASS II-B-3]
CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED
BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS
CERTIFICATE IS A "REGULAR
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").
THE
CERTIFICATE
PRINCIPAL
BALANCE
OF
THIS
CERTIFICATE
WILL
BE
DECREASED
BY THE
PRINCIPAL
PAYMENTS
HEREON
AND
REALIZED
LOSSES
ALLOCABLE
HERETO
AS
DESCRIBED
IN
THE
AGREEMENT.
ACCORDINGLY,
FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES,
THE CERTIFICATE
PRINCIPAL
BALANCE OF
THIS CERTIFICATE WILL BE DIFFERENT FROM THE
DENOMINATION
SHOWN BELOW.
ANYONE ACQUIRING THIS CERTIFICATE
MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE
OF THE DEPOSITORY
TRUST COMPANY TO THE
SECURITIES
ADMINISTRATOR
OR ITS AGENT FOR
REGISTRATION
OF TRANSFER,
EXCHANGE OR
PAYMENT,
AND ANY
CERTIFICATE
ISSUED
IS
REGISTERED
IN THE NAME OF CEDE & CO.
OR SUCH
OTHER
NAME AS
REQUESTED BY AN
AUTHORIZED
REPRESENTATIVE
OF THE
DEPOSITORY
TRUST
COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO.,
ANY
TRANSFER,
PLEDGE OR OTHER USE
HEREOF
FOR VALUE OR
OTHERWISE
BY OR TO ANY
PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EACH
BENEFICIAL
OWNER OF A CLASS
II-B-[1][2][3]
CERTIFICATE OR ANY INTEREST
THEREIN SHALL BE
DEEMED TO HAVE
REPRESENTED,
BY VIRTUE OF ITS
ACQUISITION
OR HOLDING OF THAT
CERTIFICATE
OR
INTEREST
THEREIN,
THAT EITHER (I) SUCH
CERTIFICATE IS RATED AT LEAST "BBB-" OR ITS
EQUIVALENT BY FITCH,
S&P AND
MOODY'S,
(II) IT IS NOT A PLAN
SUBJECT TO TITLE I OF THE
EMPLOYEE
RETIREMENT
INCOME
SECURITY
ACT OF
1974,
AS AMENDED,
OR SECTION
4975 OF THE CODE (EACH,
"PLAN") OR
INVESTING
WITH "PLAN
ASSETS" OF ANY
PLAN,
OR (III) (1) IT IS AN
INSURANCE
COMPANY,
(2) THE
SOURCE OF FUNDS
USED TO
ACQUIRE
OR HOLD THE
CERTIFICATE
OR INTEREST
THEREIN IS AN "INSURANCE
COMPANY
GENERAL
ACCOUNT," AS SUCH TERM IS DEFINED IN
U.S.
DEPARTMENT OF LABOR PROHIBITED
TRANSACTION
CLASS EXEMPTION
("PTCE") 95-60, AND (3) THE CONDITIONS
IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN