me to be the person who 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, AS AMENDED (THE CODE).
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 CLASS A CERTIFICATE
NOT RATED AT LEAST AA- (OR ITS EQUIVALENT) BY
STANDARD
&
POORS,
MOODYS
OR
FITCH
AT THE
TIME
OF
PURCHASE
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,
AN ERISA PLAN),
OR
ANY PERSON
(INCLUDING,
WITHOUT
LIMITATION,
AN INVESTMENT
MANAGER,
A NAMED FIDUCIARY OR A
TRUSTEE
OF ANY
ERISA
PLAN) WHO IS USING
PLAN
ASSETS,
WITHIN
THE
MEANING
OF THE U.S.
DEPARTMENT
OF LABOR
REGULATION
PROMULGATED
AT 29 C.F.R.
2510.3-101,
OF ANY ERISA PLAN
(EACH,
AN ERISA 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 AN ERISA PLAN OR AN ERISA PLAN
INVESTOR,
OR (B) IS A COMPLYING
INSURANCE
COMPANY 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.