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.
B-8
1320076 06003502
EXHIBIT B
FORM OF CLASS [M-_] CERTIFICATE
THIS
CERTIFICATE
IS
SUBORDINATED
IN RIGHT OF
PAYMENT
TO THE
CLASS A [AND
CLASS
M-_]
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")
COUPLED WITH THE RIGHT TO RECEIVE
PAYMENTS
UNDER THE
YIELD MAINTENANCE AGREEMENT.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE
OF THE DEPOSITORY
TRUST COMPANY,
A NEW
YORK CORPORATION
("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE,
OR PAYMENT, AND ANY
CERTIFICATE
ISSUED
IS
REGISTERED
IN THE NAME OF CEDE &
CO. OR IN SUCH
OTHER
NAME AS IS
REQUESTED
BY AN
AUTHORIZED
REPRESENTATIVE
OF DTC
(AND
ANY
PAYMENT
IS MADE TO CEDE & CO.
OR TO SUCH
OTHER
ENTITY
AS IS
REQUESTED BY AN
AUTHORIZED
REPRESENTATIVE
OF DTC),
ANY TRANSFER,
PLEDGE,
OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE
BY OR TO ANY
PERSON IS
WRONGFUL
INASMUCH
AS THE
REGISTERED
OWNER
HEREOF,
CEDE & CO.,
HAS AN
INTEREST HEREIN.
ANY TRANSFEREE OF THIS
CERTIFICATE
WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF
SUCH
CERTIFICATE (OR ANY INTEREST
HEREIN) THAT EITHER (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE
BENEFIT PLAN OR
OTHER PLAN SUBJECT TO THE PROHIBITED
TRANSACTION
PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"),
OR SECTION 4975 OF THE CODE (EACH, A "PLAN"),
OR ANY PERSON
(INCLUDING,
WITHOUT
LIMITATION,
AN INVESTMENT
MANAGER,
A NAMED
FIDUCIARY OR A TRUSTEE OF ANY PLAN) WHO IS USING "PLAN
ASSETS,"
WITHIN THE MEANING OF THE U.S.
DEPARTMENT OF LABOR
REGULATION
PROMULGATED AT 29 C.F.R.ss.2510.3-101,
OF ANY
PLAN
(EACH,
A
"PLAN
INVESTOR")
TO
EFFECT
SUCH
ACQUISITION,
(B) IT HAS
ACQUIRED
AND IS
HOLDING
THIS
CERTIFICATE IN RELIANCE ON U.S.
DEPARTMENT OF LABOR PROHIBITED
TRANSACTION
EXEMPTION
("PTE") 94-29, 59 FED.
REG.
14674 (MARCH 29, 1994),
AS MOST RECENTLY
AMENDED BY PTE 2002-41,
67 FED. REG.
54487 (AUGUST 22, 2002)
(THE "RFC
EXEMPTION"),
AND THAT IT UNDERSTANDS
THAT THERE ARE CERTAIN
CONDITIONS TO THE AVAILABILITY OF THE
RFC EXEMPTION
INCLUDING THAT SUCH
CERTIFICATE
MUST BE RATED, AT THE TIME OF PURCHASE,
NOT LOWER THAN "BBB-"
(OR ITS
EQUIVALENT)
BY STANDARD & POOR'S OR MOODY'S OR