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 THE RIGHT TO RECEIVE BASIS RISK
SHORTFALLS
AND AN INTEREST IN THE
SB-AM SWAP AGREEMENT.
NO TRANSFER OF THIS CLASS M
CERTIFICATE
(OR ANY
INTEREST
THEREIN)
WILL BE MADE UNLESS THE TRUSTEE HAS
RECEIVED
EITHER (A) AN OPINION OF COUNSEL
ACCEPTABLE
TO AND IN FORM AND SUBSTANCE
SATISFACTORY
TO THE TRUSTEE,
THE
COMPANY AND THE MASTER
SERVICER
WITH
RESPECT TO THE
PERMISSIBILITY
OF SUCH
TRANSFER
UNDER THE
EMPLOYEE
RETIREMENT
INCOME
SECURITY ACT OF 1974,
AS AMENDED
("ERISA"),
OR SECTION
4975 OF THE CODE AND STATING,
AMONG
OTHER THINGS,
THAT THE PURCHASE OF THIS
CERTIFICATE IS PERMISSIBLE
UNDER
APPLICABLE LAW, WILL NOT CONSTITUTE OR
RESULT
IN ANY
NON-EXEMPT
PROHIBITED
TRANSACTION
UNDER
SECTION
406 OF ERISA OR
SECTION
4975 OF THE CODE (OR
COMPARABLE PROVISIONS OF ANY SUBSEQUENT
ENACTMENTS) AND WILL NOT SUBJECT THE DEPOSITOR,
THE MASTER SERVICER,
THE
TRUSTEE OR THE TRUST FUND TO ANY
OBLIGATION OR LIABILITY
(INCLUDING
OBLIGATIONS
OR
LIABILITIES
UNDER ERISA OR
SECTION 4975 OF THE CODE) IN ADDITION TO THOSE
UNDERTAKEN IN THE AGREEMENT,
OR (B) A
REPRESENTATION
LETTER,
IN
THE FORM
DESCRIBED IN SECTION
5.02(E) OF THE
AGREEMENT,
EITHER
STATING THAT THE
TRANSFEREE IS NOT AN EMPLOYEE
BENEFIT OR OTHER PLAN
SUBJECT TO THE
PROHIBITED
TRANSACTION
PROVISIONS
OF ERISA OR SECTION 4975 OF THE CODE (A
"PLAN") OR ANY OTHER PERSON (INCLUDING AN INVESTMENT
MANAGER,
A NAMED FIDUCIARY OR A TRUSTEE OF ANY PLAN) ACTING,
DIRECTLY
OR
INDIRECTLY,
ON BEHALF OF OR
PURCHASING
ANY
CERTIFICATE
WITH
"PLAN
ASSETS" OF ANY PLAN (A "PLAN
INVESTOR"),
OR STATING THAT (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").
NOTWITHSTANDING
THE ABOVE,
WITH
RESPECT TO THE
TRANSFER