as Trustee
By:__________________________________________________
Authorized Signatory
ASSIGNMENT
FOR
VALUE
RECEIVED,
the
undersigned
hereby
sell(s),
assign(s)
and
transfer(s)
unto
__________________________________
(Please
print or typewrite
name and address
including
postal zip code of assignee) a Fractional
Undivided
Interest
evidenced by the within Mortgage
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 A-5
FORM OF CLASS II-B-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,
CLASS II-B-4 AND CLASS II-B-5 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").
THE CURRENT
PRINCIPAL
AMOUNT OF THIS
CERTIFICATE
WILL BE DECREASED BY THE PRINCIPAL
PAYMENTS HEREON AND REALIZED
LOSSES
ALLOCATED
HERETO
AND
INCREASED
TO THE
EXTENT OF NET
DEFERRED
INTEREST
ALLOCATED
HERETO AS SET FORTH IN THE
AGREEMENT.
ACCORDINGLY,
FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES,
THE CURRENT
PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE
DENOMINATION
SHOWN BELOW.
ANYONE
ACQUIRING THIS
CERTIFICATE MAY ASCERTAIN ITS CURRENT
PRINCIPAL AMOUNT BY INQUIRY OF THE
TRUSTEE 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