first above written.
Notary Public
________________________________________
[Notarial Seal]
STATE OF MINNESOTA
) ss.:
COUNTY OF RAMSEY
)
On the ____ day of February
2007 before me, a notary
public in and for said State,
personally
appeared
____________________,
known to me to be a Vice President of U.S. Bank National Association,
a banking association
organized under the laws of the United States that executed the within
instrument,
and also known to me to be the
person who executed it on behalf of said banking
corporation and acknowledged to me that such banking
corporation
executed the within instrument.
IN WITNESS
WHEREOF,
I have
hereunto
set my hand and affixed my official
seal the day and year in this
certificate first above written.
Notary Public
________________________________________
[Notarial Seal]
EXHIBIT A
FORM OF CLASS A-[_] CERTIFICATE
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 COUPLED WITH AN INTEREST IN THE SB-AM SWAP AGREEMENT.
THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL
PAYMENTS HEREON
AND REALIZED
LOSSES
ALLOCABLE
HERETO.
ACCORDINGLY,
FOLLOWING
THE INITIAL
ISSUANCE OF THE
CERTIFICATES,
THE
CERTIFICATE
PRINCIPAL
BALANCE OF THIS
CERTIFICATE WILL BE DIFFERENT FROM THE
DENOMINATION
SHOWN BELOW.
ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY,
A
NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE 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
THAT IS A PLAN INVESTOR WILL BE DEEMED TO HAVE REPRESENTED THAT AS OF
ANY DATE PRIOR TO THE TERMINATION OF THE
SUPPLEMENTAL
INTEREST
TRUST,
AT LEAST ONE OF U.S.
DEPARTMENT OF LABOR
PROHIBITED
TRANSACTION CLASS EXEMPTIONS 84-14, 90-1, 91-38, 95-60, 96-23 OR OTHER APPLICABLE
EXEMPTION APPLIES TO
SUCH HOLDER'S RIGHT TO RECEIVE PAYMENTS FROM THE SUPPLEMENTAL INTEREST TRUST.
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 IS NOT A PLAN
INVESTOR
OR
SATISFIES
SUCH
CONDITIONS
SHALL BE
RESTORED,
TO THE EXTENT
PERMITTED
BY LAW, TO ALL RIGHTS AND
OBLIGATIONS
AS
CERTIFICATE
OWNER
THEREOF
RETROACTIVE
TO THE DATE OF SUCH
TRANSFER OF THIS
CERTIFICATE.
THE
TRUSTEE
SHALL BE UNDER NO
LIABILITY
TO ANY
PERSON
FOR
MAKING ANY
PAYMENTS