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-2
[RESERVED]
EXHIBIT A-3
FORM OF CLASS [I][II]-B CERTIFICATE
THIS
CERTIFICATE IS
SUBORDINATED
IN RIGHT OF PAYMENT TO THE SENIOR
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.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE TRUSTEE
OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE
OF THE
DEPOSITORY
TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO.,
ANY
TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
SINCE THE
REGISTERED
OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
EACH BENEFICIAL
OWNER OF A CLASS
[I][II]-B-[1][2][3][4][5][6][7][8][9]
CERTIFICATE OR ANY INTEREST
THEREIN SHALL BE DEEMED
TO HAVE
REPRESENTED,
BY VIRTUE OF ITS
ACQUISITION
OR
HOLDING
OF THAT
CERTIFICATE
OR
INTEREST
THEREIN,
THAT
EITHER
(I) SUCH
CERTIFICATE
IS RATED AT LEAST
"BBB-" OR ITS
EQUIVALENT
BY FITCH,
S&P AND MOODY'S,
(II) IT IS NOT A PLAN OR
INVESTING
WITH "PLAN
ASSETS"?
OF ANY PLAN,
(III) (1) IT IS AN
INSURANCE
COMPANY,
(2) THE SOURCE OF FUNDS USED TO
ACQUIRE
OR HOLD THE
CERTIFICATE
OR
INTEREST
THEREIN IS AN
"INSURANCE