THE DEBT INSTRUMENTS AS INDEBTEDNESS, OR THE PORTION OF THE TRUST
CONSISTING OF THE DEBT INSTRUMENTS AS A "GRANTOR TRUST" WITHIN THE MEANING OF
SECTION 671 THROUGH 679 OF THE INTERNAL REVENUE CODE OF 1986, AND OF THE CLASS A
CERTIFICATES AS REPRESENTING THE BENEFICIAL OWNERSHIP OF THE DEBT INSTRUMENTS,
AND (2) WILL NOT CAUSE THE UNDERLYING ISSUER OR THE TRUST TO BE SUBJECT TO AN
ENTITY LEVEL TAX TO WHICH REITS AND QRSS ARE NOT OTHERWISE SUBJECT; PROVIDED
THAT NO SUCH OPINION OF COUNSEL SHALL BE REQUIRED TO THE EXTENT THE TRUSTEE
RECEIVES A CERTIFICATION FROM THE TRANSFEROR IN THE FORM OF EXHIBIT E THAT SUCH
TRANSFER IS IN CONNECTION WITH (X) ANY PLEDGE BY CRIIMI MAE INC. OR ANY
SUBSIDIARY THEREOF TO SECURE INDEBTEDNESS OF CRIIMI MAE INC. OR SUCH SUBSIDIARY
OR ANY REPURCHASE TRANSACTION TREATED AS INDEBTEDNESS OF CRIIMI MAE INC. OR SUCH
SUBSIDIARY FOR FEDERAL INCOME TAX PURPOSES OR (Y) ANY SALE OF THE CLASS B
CERTIFICATES BY THE RELATED LENDER UNDER THE RELATED PLEDGE OR REPURCHASE
TRANSACTION DESCRIBED IN CLAUSE (X) UPON A DEFAULT UNDER ANY SUCH INDEBTEDNESS.
(B)
THE REGISTRAR SHALL REFUSE TO REGISTER ANY CERTIFICATE TRANSFER
UNLESS IT RECEIVES (AND, UPON RECEIPT, MAY CONCLUSIVELY RELY UPON):
(I)
A CERTIFICATE FROM THE CERTIFICATEHOLDER DESIRING TO EFFECT SUCH
CERTIFICATE TRANSFER SUBSTANTIALLY IN THE FORM OF EXHIBIT B; AND
(II)
A CERTIFICATE FROM SUCH CERTIFICATEHOLDER'S PROSPECTIVE
TRANSFEREE SUBSTANTIALLY IN THE FORM OF EXHIBIT C;
7
provided, however, that certifications may, with the consent of the Depositor
and the Registrar, be omitted from a certificate described in the preceding
clause (i) or (ii) to the extent that one or more Opinions of Counsel shall be
delivered in lieu of such certifications.
(C)
NONE OF THE TRUST, THE TRUSTEE AND THE DEPOSITOR IS OBLIGATED TO
REGISTER OR QUALIFY, AS APPLICABLE, ANY CERTIFICATES UNDER THE SECURITIES ACT OR
ANY OTHER SECURITIES LAW OR TO TAKE ANY ACTION NOT OTHERWISE REQUIRED UNDER THIS
AGREEMENT TO PERMIT ANY CERTIFICATE TRANSFER WITHOUT REGISTRATION OR
QUALIFICATION.
ANY CERTIFICATEHOLDER DESIRING TO EFFECT A CERTIFICATE TRANSFER
HEREBY INDEMNIFIES THE TRUST, THE TRUSTEE AND THE DEPOSITOR FROM AND AGAINST ANY
LOSS, CLAIM, DAMAGE, LIABILITY AND EXPENSE (INCLUDING ATTORNEYS' FEES AND
DISBURSEMENTS) THAT MAY RESULT IF SUCH TRANSFER, SALE, PLEDGE OR OTHER
DISPOSITION IS EFFECTED OTHER THAN IN COMPLIANCE WITH ALL APPLICABLE LAWS AND
THIS AGREEMENT.
(D)
IF THE TRANSFEREE IN A CERTIFICATE TRANSFER IS A FIDUCIARY OR
AGENT FOR ONE OR MORE ACCOUNTS, SUCH TRANSFEREE SHALL BE REQUIRED TO DELIVER TO
THE REGISTRAR A CERTIFICATION TO THE EFFECT THAT, AND SUCH OTHER EVIDENCE AS MAY
BE REASONABLY REQUIRED BY THE TRUSTEE TO CONFIRM THAT, IT HAS (I) SOLE
INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT AND (II) FULL POWER TO
MAKE ANY CERTIFICATIONS, REPRESENTATIONS, WARRANTIES AND OTHER AGREEMENTS OR
UNDERTAKINGS WITH RESPECT TO EACH SUCH ACCOUNT AS SET FORTH IN THIS SECTION
4.08.
THE REGISTRAR AND THE TRUSTEE SHALL HAVE NO OBLIGATION TO ACT WITH
RESPECT TO THE PRECEDING SENTENCE UNLESS AND EXCEPT TO