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-[4][5][6] CERTIFICATE
THIS
CERTIFICATE IS SUBORDINATED
IN RIGHT OF PAYMENT TO THE CLASS II-A,
CLASS
II-B-1,
CLASS
II-B-2,
CLASS
II-B-3 AND CLASS
II-B-4
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 (THE "CODE").
THE CERTIFICATE
PRINCIPAL
BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. 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.
THIS
CERTIFICATE
HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE
"SECURITIES
ACT"),
OR UNDER ANY STATE
SECURITIES
LAWS. THE
HOLDER
HEREOF,
BY
PURCHASING
THIS
CERTIFICATE,
AGREES
THAT
THIS
CERTIFICATE
MAY BE
REOFFERED,
RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES
ACT AND OTHER
APPLICABLE
LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT
("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED
INSTITUTIONAL
BUYER
WITHIN THE
MEANING OF RULE 144A (A "QIB"),
PURCHASING
FOR ITS OWN ACCOUNT OR A QIB
PURCHASING
FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED,
IN EACH CASE,
THAT THE
REOFFER,
RESALE,
PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) IN
CERTIFICATED
FORM TO AN "INSTITUTIONAL
ACCREDITED
INVESTOR" WITHIN THE MEANING THEREOF IN
RULE 501(a)(1),
(2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF
THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS
PURCHASING NOT FOR
DISTRIBUTION IN VIOLATION
OF THE
SECURITIES
ACT,
SUBJECT TO (A) THE RECEIPT BY THE
SECURITIES
ADMINISTRATOR
OF A
LETTER
SUBSTANTIALLY
IN THE FORM
PROVIDED
IN THE
AGREEMENT
AND (B) THE
RECEIPT BY THE
SECURITIES
ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR
THAT SUCH REOFFER,
RESALE,
PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER
APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF
THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS
CERTIFICATE
MAY NOT BE ACQUIRED
DIRECTLY OR INDIRECTLY
BY, OR ON BEHALF
OF, AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT
ARRANGEMENT (A "PLAN") THAT IS SUBJECT TO
TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED,
AND/OR SECTION
4975 OF THE INTERNAL
REVENUE CODE OF 1986,
AS AMENDED (THE
"CODE"),
OR BY A PERSON USING
"PLAN
ASSETS"
OF
A
PLAN,
UNLESS
THE
PROPOSED
TRANSFEREE
PROVIDES
THE
SECURITIES
ADMINISTRATOR
WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF THE
TRUSTEE,
MASTER
SERVICER
AND THE SECURITIES
ADMINISTRATOR