Yeuny
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 RATED AT LEAST "AA-" (OR ITS EQUIVALENT)
BY STANDARD & POOR'S OR MOODY'S AT THE TIME OF PURCHASE THAT IS 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 WILL BE REQUIRED (OR DEEMED, AS
APPLICABLE) TO REPRESENT AND WARRANT THAT ITS ACQUISITION AND HOLDING OF SUCH
CLASS A CERTIFICATE AND ANY RIGHTS WITH RESPECT TO THE FINAL MATURITY RESERVE
FUND ARE ELIGIBLE FOR EXEMPTIVE RELIEF AVAILABLE UNDER PROHIBITED TRANSACTION
CLASS EXEMPTION ("PTCE") 84-14, REGARDING TRANSACTIONS EFFECTED BY "QUALIFIED
PROFESSIONAL ASSET MANAGERS"; PTCE 90-1, REGARDING INVESTMENTS BY INSURANCE
COMPANY POOLED SEPARATE ACCOUNTS; PTCE 91-38, REGARDING INVESTMENTS BY BANK
COLLECTIVE INVESTMENT FUNDS; PTCE 95-60, REGARDING INVESTMENTS BY INSURANCE
COMPANY GENERAL ACCOUNTS; OR PTCE 96-23, REGARDING TRANSACTIONS EFFECTED BY
"IN-HOUSE ASSET MANAGERS."
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 (A
"RESTRICTED CLASS A CERTIFICATE") WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE
OF ITS PURCHASE OR HOLDING OF SUCH CERTIFICATE
A-1
(OR ANY INTEREST HEREIN) THAT EITHER (A) SUCH TRANSFEREE IS NOT A PLAN OR A PLAN
INVESTOR, 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 PTCE 95-60), AND (III) THE
CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED
(EACH ENTITY THAT