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]
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 OR HOLDING.
CUSIP: _____________________
Certificate No. A-[__]-__
Date of Pooling and Servicing Agreement
[Adjustable Pass-Through Rate]
and Cut-off Date: