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.
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 AN INTEREST IN THE SB-AM SWAP AGREEMENT.
ANY TRANSFEREE OF THIS CERTIFICATE (OR INTEREST THEREIN)
ACQUIRED AFTER
TERMINATION OF THE SUPPLEMENTAL
INTEREST TRUST 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"),
(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 2007-05,
72 FED. REG.
13130 (MARCH 20, 2007) (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
PTCE 95-60 HAVE BEEN
SATISFIED
(EACH ENTITY THAT
SATISFIES THIS CLAUSE (C), A "COMPLYING
INSURANCE
COMPANY").
EACH HOLDER OF THIS
CERTIFICATE
THAT IS A PLAN INVESTOR IS DEEMED TO REPRESENT THAT AS OF ANY DATE PRIOR TO THE TERMINATION OF THE
SUPPLEMENTAL
INTEREST
TRUST, AT LEAST ONE OF