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 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.
THE
FOLLOWING
INFORMATION
IS PROVIDED
SOLELY FOR THE
PURPOSES OF APPLYING
THE U.S.
FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT
("OID") RULES TO THIS
CERTIFICATE.
THE ISSUE DATE
OF THIS
CERTIFICATE
IS
___________
__,
____.
ASSUMING
THAT THE
MORTGAGE
LOANS PREPAY AT
[___]% OF THE PREPAYMENT
SPEED
ASSUMPTION (AS DESCRIBED IN THE
PROSPECTUS
SUPPLEMENT),
THIS
CERTIFICATE
HAS
BEEN
ISSUED
WITH
NO
MORE
THAN
$[____]
OF OID PER
$[1,000]
OF
INITIAL
CERTIFICATE
PRINCIPAL
BALANCE,
THE
YIELD TO
MATURITY
IS
[_____]%
AND THE
AMOUNT
OF OID
ATTRIBUTABLE
TO THE INITIAL
ACCRUAL
PERIOD IS NO MORE THAN
$[____]
PER
$[1,000] OF INITIAL
CERTIFICATE
PRINCIPAL
BALANCE,
COMPUTED UNDER THE APPROXIMATE
METHOD.
NO
REPRESENTATION IS
MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE PREPAYMENT
SPEED
ASSUMPTION OR
AT ANY OTHER RATE.
ANY TRANSFEREE OF THIS
CERTIFICATE
WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS
PURCHASE OR HOLDING OF THIS
CERTIFICATE
(OR INTEREST
HEREIN) THAT EITHER (A) SUCH
TRANSFEREE
IS NOT AN INVESTMENT
MANAGER,
A NAMED FIDUCIARY OR A TRUSTEE OF ANY PLAN, OR ANY OTHER PERSON,
ACTING,
DIRECTLY OR INDIRECTLY,
ON BEHALF OF OR PURCHASING ANY CERTIFICATE
WITH "PLAN ASSETS"
OF ANY
PLAN (A "PLAN
INVESTOR"),
(B) IT HAS
ACQUIRED
AND IS
HOLDING
SUCH
CERTIFICATE
IN
RELIANCE ON PROHIBITED
TRANSACTION
EXEMPTION
("PTE")
94-29,
AS MOST RECENTLY
AMENDED,
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 TO BE USED BY IT TO
PURCHASE