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-_] CERTIFICATE
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE
CLASS [A-__][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 A CLASS M 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,
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
ENTITY
THAT
SATISFIES THIS CLAUSE (B), A "COMPLYING INSURANCE COMPANY").
IF THIS
CERTIFICATE
(OR ANY INTEREST
HEREIN) IS ACQUIRED