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 E
FORM OF CLASS R-__ CERTIFICATE
THE CLASS R-__
CERTIFICATE
WILL NOT BE
ENTITLED
TO
PAYMENTS
CONSTITUTING
THE
AVAILABLE
DISTRIBUTION
AMOUNT
UNTIL SUCH TIME AS
DESCRIBED
IN THE
POOLING AND
SERVICING
AGREEMENT
REFERRED TO HEREIN (THE "AGREEMENT").
THIS
CERTIFICATE
MAY
NOT BE HELD BY OR
TRANSFERRED
TO A
NON-UNITED
STATES
PERSON
OR A
DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS
CERTIFICATE IS A "RESIDUAL
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").
THIS
CERTIFICATE
HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE
SECURITIES ACT OF 1933,
AS AMENDED,
OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED
UNLESS
IT IS
REGISTERED
PURSUANT
TO SUCH ACT AND LAWS OR IS SOLD OR
TRANSFERRED
IN
TRANSACTIONS
WHICH ARE
EXEMPT
FROM
REGISTRATION
UNDER
SUCH ACT AND UNDER
APPLICABLE
STATE LAW AND IS
TRANSFERRED
IN
ACCORDANCE
WITH THE
PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT (THE "AGREEMENT").
NO TRANSFER OF THIS
CERTIFICATE
(OR ANY INTEREST
HEREIN) MAY BE MADE TO ANY PERSON,
UNLESS
THE TRANSFEREE
PROVIDES THE TRUSTEE,
THE DEPOSITOR AND THE MASTER SERVICER WITH EITHER (A) A
CERTIFICATION
PURSUANT
TO
SECTION
5.02(e)
OF THE
AGREEMENT
OR (B) AN OPINION OF COUNSEL
ACCEPTABLE TO AND IN FORM AND
SUBSTANCE
SATISFACTORY
TO THE TRUSTEE,
THE DEPOSITOR AND THE
MASTER
SERVICER
TO THE
EFFECT
THAT
THE
PURCHASE
AND
HOLDING
OF
THIS
CERTIFICATE
IS
PERMISSIBLE
UNDER
APPLICABLE
LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT
PROHIBITED
TRANSACTION
UNDER
SECTION 406 OF THE EMPLOYEE
RETIREMENT
INCOME
SECURITY ACT OF 1974,
AS
AMENDED
("ERISA"),
OR SECTION 4975 OF THE CODE (OR
COMPARABLE
PROVISIONS OF ANY SUBSEQUENT
ENACTMENTS)
AND WILL NOT SUBJECT THE TRUSTEE,
THE
DEPOSITOR
OR THE MASTER
SERVICER TO ANY
OBLIGATION OR LIABILITY
(INCLUDING
OBLIGATIONS AND
LIABILITIES
UNDER ERISA OR SECTION 4975
OF THE CODE) IN
ADDITION
TO THOSE
UNDERTAKEN
IN THE
AGREEMENT,
WHICH
OPINION OF COUNSEL
SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE DEPOSITOR OR THE MASTER SERVICER.
ANY
RESALE,
TRANSFER
OR
OTHER
DISPOSITION
OF THIS
CERTIFICATE
MAY BE MADE
ONLY IF THE
PROPOSED
TRANSFEREE
PROVIDES A TRANSFER
AFFIDAVIT
TO THE MASTER
SERVICER
AND THE TRUSTEE
THAT (1) SUCH
TRANSFEREE
IS NOT (A) THE UNITED
STATES,
ANY STATE OR POLITICAL
SUBDIVISION
THEREOF,
ANY
FOREIGN
GOVERNMENT,
ANY
INTERNATIONAL
ORGANIZATION,
OR
ANY
AGENCY
OR
INSTRUMENTALITY
OF ANY OF THE
FOREGOING,
(B) ANY
ORGANIZATION
(OTHER
THAN A
COOPERATIVE
DESCRIBED
IN SECTION