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.
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 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 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