______________,
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 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),
AND
(III) THE
CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (C),
A
"COMPLYING INSURANCE COMPANY").
IF THIS CERTIFICATE