DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise,
in
immediately
available
fund
to____________________________________________________________________________
for the account of ___________________________________________________________________________
account number _______________________________________________________________________________
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 ELEVEN -B
FORM OF PERMANENT REGULATION S GLOBAL CLASS SB-[__] CERTIFICATE
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES AND
CLASS M CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN).
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.
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
INTERESTS IN THE SWAP AGREEMENT AND THE SB-AM SWAP AGREEMENT.
TRANSFERS
OF THE
CERTIFICATES
MUST
GENERALLY BE
ACCOMPANIED
BY
APPROPRIATE
TAX
TRANSFER DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE AGREEMENT.
ANY
TRANSFEREE OF THIS
CERTIFICATE
WILL BE DEEMED TO HAVE
REPRESENTED BY VIRTUE OF
ITS PURCHASE OR HOLDING OF THIS
CERTIFICATE
(OR INTEREST
THEREIN)
THAT 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.
NO TRANSFER
OF THIS
CERTIFICATE
OR INTEREST
HEREIN MAY BE MADE BY A HOLDER OF THIS
CERTIFICATE
UNLESS THAT
TRANSFER IS MADE
PURSUANT TO AN
EFFECTIVE
REGISTRATION
STATEMENT
UNDER THE 1933 ACT,
AND
EFFECTIVE
REGISTRATION
OR
QUALIFICATION
UNDER
APPLICABLE
STATE
SECURITIES
LAWS,
OR IS MADE IN A
TRANSACTION
THAT DOES NOT REQUIRE
SUCH
REGISTRATION
OR
QUALIFICATION.
FURTHERMORE,
THE AGREEMENT
PROVIDES THAT NO TRANSFER OF THIS
CERTIFICATE OR
INTEREST
HEREIN MAY BE MADE BY A HOLDER OF THIS
CERTIFICATE
EXCEPT
(I) OUTSIDE
THE UNITED
STATES TO ENTITIES
WHICH ARE NOT U.S.
PERSONS
WITHIN THE MEANING OF
REGULATION S UNDER THE
1933 ACT OR (II) IN
RELIANCE
ON RULE 144A UNDER THE 1933 ACT