by the within Mortgage
Asset-Backed
Pass-Through
Certificate
and hereby
authorizes
the
transfer
of
registration
of such
interest
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 B
FORM OF CLASS M CERTIFICATES
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR
CERTIFICATES
[AND
THE CLASSM-[ ] CERTIFICATES] 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
SECTIONS860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE CODE).
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 CLASS M
CERTIFICATE
NOT 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,
AN ERISA
PLAN),
OR ANY PERSON
(INCLUDING,
WITHOUT
LIMITATION,
AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY ERISA PLAN)
WHO IS USING PLAN
ASSETS,
WITHIN THE MEANING OF THE U.S.
DEPARTMENT
OF LABOR
REGULATION
PROMULGATED AT 29 C.F.R.
2510.3-101,
OF ANY ERISA PLAN (EACH,
AN ERISA PLAN INVESTOR) TO
EFFECT SUCH
ACQUISITION,
OR (B)(I) THE TRANSFEREE IS AN INSURANCE
COMPANY,
(II) THE SOURCE
OF FUNDS USED TO PURCHASE OR HOLD THE
CERTIFICATE
(OR ANY INTEREST
HEREIN) IS AN INSURANCE
COMPANY
GENERAL
ACCOUNT
(AS DEFINED IN U.S.
DEPARTMENT
OF LABOR
PROHIBITED
TRANSACTION
CLASS EXEMPTION
(PTCE) 95-60),
AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF
PTCE 95-60 HAVE BEEN
SATISFIED
(EACH