zip code of assignee) a
Percentage
Interest
evidenced by the within
Mortgage Asset-Backed
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:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
Dated:___________________
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 [RELATED]
SENIOR
CERTIFICATES
[CLASS M-1
CERTIFICATES]
[AND
CLASS M-2 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").
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 THIS
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,
AS MODIFIED BY SECTION 3(42) OF ERISA, OF ANY PLAN (EACH, A "PLAN
INVESTOR") TO
EFFECT SUCH
ACQUISITION,
(B) IT HAS ACQUIRED AND IS
HOLDING THIS CERTIFICATE IN RELIANCE ON U.S. DEPARTMENT OF LABOR PROHIBITED
TRANSACTION
EXEMPTION
("PTE") 94-29,
59 FED. REG. 14674
(MARCH 29,
1994), AS MOST RECENTLY AMENDED BY PTE 2002-41,
67 FED.
REG. 54487
(AUGUST 22, 2002) (THE "RFC EXEMPTION"),
AND THAT IT
UNDERSTANDS THAT THERE