that executed the within
instrument,
and also known to me to be the person who executed it
on behalf of said national
banking
association
and
acknowledged
to me that such national
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.
/s/ Mary Phu Yueng
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,
AS AMENDED
(THE
"CODE")
COUPLED WITH THE RIGHT TO RECEIVE
PAYMENTS
UNDER THE YIELD
MAINTENANCE
AGREEMENT.
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.
ANY
TRANSFEREE
OF A CLASS A
CERTIFICATE
NOT RATED AT LEAST
"AA-" (OR ITS
EQUIVALENT)
BY STANDARD & POOR'S OR
MOODY'S AT THE TIME OF PURCHASE OR WILL BE DEEMED TO HAVE
REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF SUCH
CERTIFICATE
(OR ANY INTEREST
HEREIN)
THAT EITHER (A) SUCH
TRANSFEREE
IS NOT AN EMPLOYEE
BENEFIT PLAN OR OTHER
PLAN SUBJECT TO THE PROHIBITED
TRANSACTION
PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (EACH, A "PLAN"), OR ANY PERSON (INCLUDING,
WITHOUT LIMITATION,
AN
INVESTMENT
MANAGER,
A NAMED FIDUCIARY OR A TRUSTEE OF ANY PLAN) WHO IS USING "PLAN ASSETS," WITHIN THE MEANING OF
THE
U.S. DEPARTMENT
OF LABOR
REGULATION
PROMULGATED
AT 29
C.F.R.ss. 2510.3-101,
OF ANY PLAN
(EACH,
A "PLAN
INVESTOR") TO EFFECT SUCH ACQUISITION,
OR (B)(I) THE TRANSFEREE IS AN INSURANCE COMPANY,
(II) THE SOURCE OF FUNDS
USED TO PURCHASE OR HOLD THE
CERTIFICATE
(OR ANY
INTEREST
HEREIN) 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 SECTIONS I AND III OF PTCE 95-60 HAVE BEEN
SATISFIED
(EACH
ENTITY THAT
SATISFIES
THIS
CLAUSE (B), A "COMPLYING INSURANCE COMPANY").
IF THIS
CERTIFICATE
(OR ANY INTEREST
HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF THE PRECEDING
PARAGRAPH,
THEN THE LAST
PRECEDING
TRANSFEREE
THAT
EITHER
(A) IS NOT A PLAN OR A PLAN
INVESTOR,
OR (B) IS A
COMPLYING
INSURANCE
COMPANY SHALL BE RESTORED,
TO THE EXTENT