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 [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,
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 ARE CERTAIN CONDITIONS
TO THE
AVAILABILITY
OF THE RFC
EXEMPTION
INCLUDING
THAT SUCH
CERTIFICATE
MUST BE
RATED,
AT THE TIME OF
PURCHASE,
NOT LOWER THAN
"BBB-" (OR ITS
EQUIVALENT) BY
STANDARD
& POOR'S,
FITCH OR MOODY'S OR
(C)(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),