DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions
shall
be
made,
by
wire
transfer
or
otherwise,
in
immediately
available fund
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-2
FORM OF CLASS B CERTIFICATE
THIS
CERTIFICATE
IS
SUBORDINATED
IN RIGHT OF
PAYMENT
TO THE
CLASS A AND CLASS M
CERTIFICATES
[AND
CLASS
B-1
CERTIFICATE][AND
CLASS
B-1
CERTIFICATE
AND
CLASS
B-2
CERTIFICATE] AS DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN).
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.
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")
[COUPLED
WITH THE
RIGHT TO RECEIVE PAYMENTS UNDER THE YIELD MAINTENANCE AGREEMENT].
ANY
TRANSFEREE OF THIS
CERTIFICATE
WILL BE DEEMED TO HAVE
REPRESENTED BY VIRTUE OF
ITS
PURCHASE
OR HOLDING OF THIS
CERTIFICATE
(OR
INTEREST
THEREIN)
THAT
EITHER (A) SUCH
TRANSFEREE
IS NOT AN
EMPLOYEE
BENEFIT
PLAN OR OTHER
PLAN OR
ARRANGEMENT
SUBJECT
TO THE
PROHIBITED
TRANSACTION
PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED
("ERISA"),
OR SECTION 4975 OF THE CODE OR A PERSON
(INCLUDING AN INSURANCE
COMPANY
INVESTING ITS GENERAL ACCOUNT,
AN INVESTMENT
MANAGER,
A NAMED FIDUCIARY OR A TRUSTEE OF ANY
SUCH PLAN) WHO IS USING
"PLAN
ASSETS" OF ANY SUCH PLAN TO EFFECT SUCH
ACQUISITION
(EACH OF
THE
FOREGOING,
A
"PLAN
INVESTOR"),
OR
(B)(I) THE
TRANSFEREE
IS AN
INSURANCE
COMPANY,
(II) THE
SOURCE OF FUNDS USED TO PURCHASE OR HOLD THIS
CERTIFICATE IS AN "INSURANCE
COMPANY
GENERAL
ACCOUNT"
(AS
DEFINED
IN U.S.
DEPARTMENT
OF LABOR
PROHIBITED
TRANSACTION
CLASS
EXEMPTION
("PTCE") 95-60),
AND (III) THE
CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE
95-60
HAVE BEEN
SATISFIED
(EACH
ENTITY
THAT
SATISFIES
THIS
CLAUSE
(B),
A
"COMPLYING
INSURANCE COMPANY").
IF THIS
CERTIFICATE (OR ANY INTEREST
THEREIN) IS ACQUIRED OR HELD BY ANY PERSON THAT
DOES
NOT
SATISFY
THE
CONDITIONS
DESCRIBED
IN THE
PRECEDING
PARAGRAPH,
THEN
THE
LAST
PRECEDING
TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR,
(II) ACQUIRED SUCH
CERTIFICATE
IN
COMPLIANCE
WITH THE RFC
EXEMPTION,
OR (III) IS A COMPLYING
INSURANCE
COMPANY