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 NINE-C
FORM OF
RULE 144A GLOBAL CLASS SB CERTIFICATE
THIS
CERTIFICATE
IS
SUBORDINATED
IN
RIGHT
OF
PAYMENT
TO
THE
CLASS A
CERTIFICATES
AND
CLASS M
CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN).
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.
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")
COUPLED
WITH
CERTAIN
OBLIGATIONS
WITH
RESPECT TO
PAYMENTS
OF BASIS RISK
SHORTFALL AMOUNTS.
NO TRANSFER
OF THIS
CERTIFICATE
MAY BE MADE TO ANY
PERSON,
UNLESS THE
TRANSFEREE
PROVIDES
EITHER A
CERTIFICATION
PURSUANT TO SECTION
5.02(E) OF THE
AGREEMENT OR AN OPINION OF COUNSEL
SATISFACTORY
TO THE MASTER
SERVICER,
THE COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS
CERTIFICATE
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 AND WILL NOT
SUBJECT
THE MASTER
SERVICER,
THE
COMPANY OR THE
TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
NO TRANSFER OF THIS
CERTIFICATE
OR INTEREST
HEREIN MAY BE MADE BY A HOLDER OF THIS
CERTIFICATE
UNLESS
THAT
TRANSFER
IS MADE
PURSUANT
TO AN
EFFECTIVE
REGISTRATION
STATEMENT
UNDER
THE 1933
ACT,
AND
EFFECTIVE
REGISTRATION OR
QUALIFICATION
UNDER
APPLICABLE
STATE SECURITIES LAWS, OR IS MADE IN A TRANSACTION THAT DOES NOT
REQUIRE
SUCH
REGISTRATION
OR
QUALIFICATION.
FURTHERMORE,
THE
AGREEMENT
PROVIDES
THAT NO
TRANSFER
OF THIS
CERTIFICATE OR INTEREST
HEREIN MAY BE MADE BY A HOLDER OF THIS
CERTIFICATE
EXCEPT
(I) OUTSIDE THE UNITED STATES
TO ENTITIES WHICH ARE NOT U.S.
PERSONS
WITHIN THE MEANING OF REGULATION S UNDER THE 1933 ACT OR (II) IN
RELIANCE
ON RULE 144A UNDER THE 1933 ACT ("RULE
144A") TO A