executed
it on behalf of said
banking
association
and
acknowledged
to me that such
banking association 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 DUE ON THIS
CERTIFICATE TO SUCH PRECEDING TRANSFEREE.
ANY PURPORTED
CERTIFICATE
OWNER WHOSE
ACQUISITION OR HOLDING OF THIS
CERTIFICATE (OR INTEREST
THEREIN) WAS EFFECTED IN VIOLATION OF THE
RESTRICTIONS
IN SECTION
5.02(e) OF THE POOLING AND
SERVICING
AGREEMENT
SHALL
INDEMNIFY
AND HOLD
HARMLESS THE
DEPOSITOR,
THE
TRUSTEE,
THE MASTER
SERVICER,
ANY
SUBSERVICER,
AND THE TRUST FUND FROM AND
AGAINST
ANY AND ALL
LIABILITIES,
CLAIMS,
COSTS OR
EXPENSES
INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION