registration
of such
interest to
assignee on the
Certificate
Register of the
Trust Fund.
I (We) further direct the
Certificate
Registrar to issue a new Certificate of a like
denomination
and Class,
to the above named
assignee
and deliver
such
Certificate
to the
following address:
______________________________________________________________________________________________
Dated:_____________________
____________________________________
Signature by or on behalf of assignor
______________________________________________________________________________________________
Signature Guaranteed
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 B-1
FORM OF CLASS M-[_] CERTIFICATE
THIS
CERTIFICATE IS
SUBORDINATED
IN RIGHT OF PAYMENT TO THE CLASS A AND CLASS M-[_]
CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN).
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
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 THE
RIGHT TO RECEIVE BASIS RISK SHORTFALLS AND AN INTEREST IN THE SB-AM SWAP AGREEMENT.
NO TRANSFER OF THIS
CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY 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 ANY
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")
UNLESS THE TRUSTEE,
THE DEPOSITOR AND THE MASTER SERVICER ARE PROVIDED WITH
EITHER (A) A
CERTIFICATION
PURSUANT
TO SECTION
5.02(E)(I)(B)
OF THE
AGREEMENT
OR (B) AN
OPINION