Payment" means any payment of a "Make-Whole Amount" (as
defined in the Underlying Indenture) received by the Trustee as holder of the
Underlying Assets.
"Underlying Payment Date" means a "Payment Date" for the Underlying Assets as
defined in the Underlying Indenture.
"Underlying Payments" means payments (whether of principal or interest or
otherwise, but excluding any Underlying Make-Whole Payment), or proceeds of sale
pursuant to Section 2.04(c), received by the Trustee as holder of the Underlying
Assets; and Underlying Payments with respect to any Distribution Date means the
aggregate amount of Underlying Payments so received and not theretofore
distributed to Certificateholders.
A-1-7
EXHIBIT A TO TRUST AGREEMENT
(FORM OF CERTIFICATE)
CRIIMI MAE CLASS D TRUST
CERTIFICATE
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR
REGISTERED OR QUALIFIED UNDER ANY OTHER SECURITIES LAW.
NONE OF THE PARTIES TO
THE TRUST AGREEMENT REFERRED TO BELOW IS OBLIGATED TO REGISTER OR QUALIFY, AS
APPLICABLE, ANY CERTIFICATES UNDER THE SECURITIES ACT OF 1933 OR ANY OTHER
SECURITIES LAW OR TO TAKE ANY ACTION NOT OTHERWISE REQUIRED UNDER THIS AGREEMENT
TO PERMIT ANY TRANSFER, SALE, PLEDGE OR OTHER DISPOSITION OF THIS CERTIFICATE OR
INTEREST THEREIN WITHOUT REGISTRATION OR QUALIFICATION.
AS SET FORTH IN THE TRUST AGREEMENT REFERRED TO BELOW, THIS CERTIFICATE IS
SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER.
ANY TRANSFER, SALE, PLEDGE OR
OTHER DISPOSITION OF THIS CERTIFICATE OR INTEREST THEREIN MAY BE MADE ONLY IN
COMPLIANCE WITH SUCH TRUST AGREEMENT, INCLUDING SECTION 4.08 THEREOF.
CERTIFICATE INFORMATION:
Class: [A][B]
Face Amount:
$[
]
Certificate Number [A][B]-[
]
Name of Certificateholder: [
]
Reference is made to the Trust Agreement dated as of
June 30, 2004 (the
"Agreement") between CRIIMI MAE Class D Depositor LLC (the "Depositor") and
LaSalle Bank National Association, Trustee, relating to CRIIMI MAE Class D
Trust, a New York common law trust.
Terms used but not defined in this
Certificate are used as defined in the Agreement.
This certifies that the Certificateholder specified above under "Certificate
Information" is the registered owner of a Certificate issued under the Agreement
and having the Class designation, Face Amount and Certificate number specified
above under "Certificate Information".
The Principal Balance of this Certificate is not the Face Amount of this
Certificate.
Current information relating to the Principal Balance of this
Certificate should be obtained by the Certificateholder hereof and any
prospective transferee.
[THE CLASS A CERTIFICATES ARE SUBJECT TO OPTIONAL REPURCHASE BY THE DEPOSITOR ON
ANY BUSINESS DAY ON AND AFTER THE [JUNE 2009] DISTRIBUTION DATE IN ACCORDANCE
WITH THE TERMS OF THE AGREEMENT.
UPON THE CONSUMMATION OF ANY SUCH REPURCHASE,
AND REGARDLESS OF WHETHER THE CLASS A CERTIFICATES HELD BY THE PRIOR HOLDERS
THEREOF (THE "REPURCHASED CERTIFICATES") SHALL HAVE BEEN SURRENDERED TO THE
TRUSTEE, SUCH REPURCHASED CERTIFICATES SHALL BE DEEMED TO HAVE BEEN
A-1
CANCELED IN EXCHANGE FOR NEW CLASS A CERTIFICATES ISSUED TO THE DEPOSITOR
PURSUANT TO THE AGREEMENT, AND NO HOLDER OF SUCH REPURCHASED CERTIFICATES SHALL
HAVE ANY FURTHER RIGHT TO RECEIVE ANY DISTRIBUTIONS UNDER THE AGREEMENT