Subsequent Bank Certificate

EXHIBIT D-2

SUBSEQUENT BANK CERTIFICATE

[Date]

OFFICER'S CERTIFICATE

Fannie Mae

3900 Wisconsin Avenue, N. W.

Washington, D.C. 20016

Attn: Vice President, Multifamily Lending

and Investment

Re: Master Forward Financing Agreement dated, _______________, 20___, between Fannie Mae and _________________________ (the "Master Agreement")

Ladies and Gentlemen:

I, ____________________ , ______________________, of ______________________ (the "Bank") certify that the Bank's Letter of Credit No. ___________ has been issued in connection with a Construction Loan (as that term is defined in the Master Agreement) that has been approved by all requisite individuals and committees of the Bank and in accordance with the Bank's internal processes. I further certify that as of _______________, the Bank has a _______________________ senior debt rating of ________.

Very truly yours,

[BANK]

By: _______________________

Name: _______________________

Title: _______________________

MFFA – [CONSTRUCTION LENDER] Form 4547-D-2 Page D-2-1

MASTER FORWARD FINANCING AGREEMENT 12/00