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 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").
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) [TO BE INCLUDED IN
CERTIFICATE
IF CLASS B IS
RATED
BBB-
OR
HIGHER
AT
THE
TIME
OF
TRANSFER--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 AMENDED BY PTE 97-34,
62 FED.
REG.
39021
(JULY 21,
1997),
PTE
2000-58,
65 FED.
REG.
67765
(NOVEMBER
13,
2000) AND 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 THIS
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 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