form of transfer certificate for rule 144a global ... · in connection with such request and in...

61360894.docx Exhibit C-1

EXHIBIT C

FORM OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE

(Exchanges or transfers pursuant to

Section 5.3(c) of the Trust and Servicing Agreement)

Citibank, N.A.

as Certificate Registrar

480 Washington Boulevard, 30th

Floor

Jersey City, New Jersey 07310

Attention: Global Transaction Services - Citigroup Commercial Mortgage Trust 2014-

388G

Re: Citigroup Commercial Mortgage Trust 2014-388G,

Commercial Mortgage Pass-Through Certificates, Series 2014-388G,

Class [__]

Reference is hereby made to the Trust and Servicing Agreement, dated as of June

11, 2014 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage

Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, Strategic

Asset Services LLC, as Special Servicer, U.S. Bank National Association, as Trustee, Citibank,

N.A., as Certificate Administrator, and Pentalpha Surveillance LLC, as Trust Advisor.

Capitalized terms used but not defined herein shall have the meanings given to them in the Trust

and Servicing Agreement.

This letter relates to US $[______] aggregate [Certificate Balance] [Notional

Amount] of the Class [__] Certificates (the “Certificates”) which are held in the form of a

beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]) with

the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has

requested an exchange or transfer of such beneficial interest for a beneficial interest in the

Temporary Regulation S Global Certificate of such Class (CINS No. [______] and ISIN No.

[______]) to be held with the Depository in the name of [Euroclear] [Clearstream]* (Common

Code No. [______]).

In connection with such request and in respect of such Certificates, the Transferor

does hereby certify that such exchange or transfer has been made in compliance with the transfer

restrictions set forth in the Trust and Servicing Agreement and pursuant to and in accordance

with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the

“Securities Act”), and accordingly the Transferor does hereby certify that:

* Select appropriate depository.

61360894.docx Exhibit C-2

(1) the offer of the Certificates was not made to a person in the “United

States” (as defined in Regulation S);

[(2) at the time the buy order was originated, the transferee was outside the

United States or the Transferor and any person acting on its behalf reasonably believed and

believes that the transferee was outside the United States;]**

[(2) the transaction was executed in, on or through the facilities of a designated

offshore securities market and neither the Transferor nor any person acting on its behalf knows

that the transaction was pre-arranged with a buyer in the United States;]**

(3) no directed selling efforts have been made in contravention of the

requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and

(4) the transaction is not part of a plan or scheme to evade the registration

requirements of the Securities Act.

We understand that this certificate is required in connection with certain securities

laws of the United States. In connection therewith, if administrative or legal proceedings are

commenced or threatened in connection with which this certificate is or would be relevant, we

irrevocably authorize you to produce this certificate to any interested party in such proceeding.

This certificate and the statements contained herein are made for your benefit and the benefit of

the Depositor, the Initial Purchasers, the Trustee, the Certificate Administrator, the Servicer, the

Special Servicer and the Trust Advisor.

[Insert Name of Transferor]

By: ____________________________________

Name:

Title:

Dated: _______

cc: Citigroup Commercial Mortgage Securities, Inc.

** Insert one of these two provisions, which come from the definition of “offshore transaction” in

Regulation S.

61360894.docx Exhibit D-1

EXHIBIT D


FOR RULE 144A GLOBAL CERTIFICATE

TO REGULATION S GLOBAL CERTIFICATE

(Exchange or transfers pursuant to

Section 5.3(d) of the Trust and Servicing Agreement)

Citibank, N.A.



Floor



388G



Class [__]









Amount] of the Class [__] Certificates (the “Certificates”) which are held in the form of a

beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]) with

the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has

requested an exchange or transfer of such beneficial interest for a beneficial interest in the

Regulation S Global Certificate of such Class (CINS No. [______], ISIN No. [______], and

Common Code No. [______]).

In connection with such request and in respect of such Certificates, the Transferor


restrictions set forth in the Trust and Servicing Agreement and, (i) with respect to transfers made

in reliance on Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the

“Securities Act”), the Transferor does hereby certify that:


States” (as defined in Regulation S),

61360894.docx Exhibit D-2



believes that the transferee was outside the United States,]*

[(2) the transaction was executed in, on or through the facilities of a

“designated offshore securities market” (as defined in Regulation S) and neither the Transferor

nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in

the United States,] *

(3) no “directed selling efforts” (as defined in Regulation S) have been made

in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


requirements of the Securities Act;

or (ii) with respect to transfers made in reliance on Rule 144 under the Securities Act, the

Transferor does hereby certify that the Certificates are being transferred in a transaction

permitted by Rule 144 under the Securities Act.**









By: ____________________________________

Name:

Title:

Dated: ________


* Insert one of these two provisions, which come from the definition of “offshore transaction” in

Regulation S.

** Select (i) or (ii), as applicable.

61360894.docx Exhibit E-1

EXHIBIT E


FOR TEMPORARY REGULATION S GLOBAL CERTIFICATE

TO RULE 144A GLOBAL CERTIFICATE DURING RESTRICTED PERIOD


Section 5.3(e) of the Trust and Servicing Agreement)

Citibank, N.A.



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388G



Class [__]









Amount]of the Class [__] Certificates (the “Certificates”) which are held in the form of a

beneficial interest in the Temporary Regulation S Global Certificate of such Class (CINS No.

[______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______])

through the Depository in the name of [insert name of transferor] (the “Transferor”). The

Transferor has requested an exchange or transfer of such beneficial interest for a beneficial

interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]).

In connection with such request, and in respect of such Certificates, the Transferor

does hereby certify that such Certificates are being exchanged or transferred in accordance with

Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”),

to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own

account, or for one or more accounts with respect to which the transferee exercises sole

investment discretion, and the transferee and any such account is a “qualified institutional buyer”

within the meaning of Rule 144A in each case in a transaction meeting the requirements of


61360894.docx Exhibit E-2

Rule 144A and in accordance with any applicable securities laws of any state of the United

States or other applicable jurisdiction.









By: ____________________________________

Name:

Title:

Dated: _______


61360894.docx Exhibit F-1

EXHIBIT F

FORM OF CERTIFICATION TO BE GIVEN BY

BENEFICIAL OWNER OF TEMPORARY

REGULATION S GLOBAL CERTIFICATE

(Exchanges pursuant to

Section 5.3(f) of the Trust and Servicing Agreement)

Citibank, N.A.



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388G



Class [__]








[For purposes of acquiring a beneficial interest in a Regulation S Global

Certificate of the Class specified above after the expiration of the Restricted Period,] [For

purposes of receiving payments under a Temporary Regulation S Global Certificate of the Class

specified above,]* the undersigned holder of a beneficial interest in a Temporary Regulation S

Global Certificate of the Class specified above issued under the Trust and Servicing Agreement

certifies that it is not a “U.S. Person” as defined by Regulation S under the Securities Act of

1933, as amended.

We undertake to advise you promptly by facsimile on or prior to the date on

which you intend to submit your corresponding certification relating to the Certificates of the

Class specified above held by you for our account if any applicable statement herein is not

correct on such date, and in the absence of any such notification it may be assumed that this

certification applies as of such date.



* Select, as applicable.

61360894.docx Exhibit F-2






Dated:______________

By: ________________________________

as, or as agent for, the holder of a beneficial

interest in the Certificates to which this

certificate relates.

61360894.docx Exhibit G-1

EXHIBIT G


FOR NON-BOOK ENTRY CERTIFICATE

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE

(Exchanges or transfers pursuant to

Section 5.3(g) of the Trust and Servicing Agreement)

Citibank, N.A.



Floor



388G



Class [__]









Amount] of the Class [__] Certificates (the “Certificates”) which are held in the form of Non-

Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of

Transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such

Non-Book Entry Certificates for a beneficial interest in the Temporary Regulation S Global

Certificate of such Class (CINS No. [______] and ISIN No. [______]) to be held with

[Euroclear] [Clearstream]* (Common Code [______]) through the Depository.



restrictions set forth in the Trust and Servicing Agreement and pursuant to and in accordance

with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the

“Securities Act”), and accordingly the Transferor does hereby certify that:


States” (as defined in Regulation S);


61360894.docx Exhibit G-2



believes that the transferee was outside the United States;]**




the United States;] **


in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


requirements of the Securities Act.









By: ____________________________________

Name:

Title:

Dated: ________

cc: Citigroup Commercial Mortgage Securities, Inc..

** Insert one of these two provisions, which come from the definition of “offshore transaction” in

Regulation S.

61360894.docx Exhibit H-1

EXHIBIT H



TO REGULATION S GLOBAL CERTIFICATE



Citibank, N.A.



Floor



388G



Class [__]











Transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such

Non-Book Entry Certificates for a beneficial interest in the Regulation S Global Certificate

(CINS No. [______], ISIN No. [______], and Common Code No. [______]).



restrictions set forth in the Trust and Servicing Agreement and, (i) with respect to transfers made

in reliance on Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the

“Securities Act”), the Transferor does hereby certify that:


States” (as defined in Regulation S),

61360894.docx Exhibit H-2



believes that the transferee was outside the United States,]*




the United States,] *


in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


requirements of the Securities Act;

or (ii) with respect to transfers made in reliance on Rule 144 under the Securities Act, the

Transferor does hereby certify that the Certificates are being transferred in a transaction

permitted by Rule 144 under the Securities Act.**









By: ____________________________________

Name:

Title:

Dated: _______


* Insert one of these two provisions, which come from the definition of “offshore transaction” in

Regulation S.

** Select (i) or (ii), as applicable.

Exhibit I-1 OHSUSA:758240409.7

EXHIBIT I



TO RULE 144A GLOBAL CERTIFICATE



Citibank, N.A.



Floor



388G



Class [__]











transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such

beneficial interest for a beneficial interest in the Rule 144A Global Certificate of such Class

(CUSIP No. [______]).


does hereby certify that such Certificates are being exchanged or transferred in accordance with

Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”),

to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own

account, or for one or more accounts with respect to which the transferee exercises sole

investment discretion, and the transferee and any such account is a “qualified institutional buyer”

within the meaning of Rule 144A in each case in a transaction meeting the requirements of

Rule 144A and in accordance with any applicable securities laws of any state of the United

States or other applicable jurisdiction.



Exhibit I-2 OHSUSA:758240409.7







By: ____________________________________

Name:

Title:

Dated: _______


Exhibit J-1-1 OHSUSA:758240409.7

EXHIBIT J-1

FORM OF AFFIDAVIT PURSUANT TO

SECTIONS 860D(a)(6)(A) AND 860E(e)(4) OF

THE INTERNAL REVENUE CODE OF 1986, AS AMENDED

Citibank, N.A.



Floor


Attention: Global Transaction Services - Citigroup Commercial Mortgage Trust 2014-388G

Re: Citigroup Commercial Mortgage Trust 2014-388G, Commercial Mortgage

Pass-Through Certificates, Series 2014-388G (the “Certificates”) issued

pursuant to the Trust and Servicing Agreement, dated as of June 11, 2014

(the “Trust and Servicing Agreement”), by and among Citigroup

Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank,

National Association, as Servicer, Strategic Asset Services LLC, as

Special Servicer, U.S. Bank National Association, as Trustee, Citibank,

N.A., as Certificate Administrator, and Pentalpha Surveillance LLC, as

Trust Advisor.

STATE OF )

) ss.:

COUNTY OF )

I, [______], under penalties of perjury, declare that, to the best of my knowledge

and belief, the following representations are true, correct and complete, and being first sworn,

depose and say that:

1. I am a [______] of [______] (the “Purchaser”), on behalf of which I have

the authority to make this affidavit.

2. The Purchaser is acquiring Class R Certificates representing [__]% of the

residual interest in each of the real estate mortgage investment conduits (each, a “REMIC”)

designated as the (i) “Lower-Tier REMIC” and (ii) “Upper-Tier REMIC”, respectively, relating

to the Certificates for which an election is to be made under Section 860D of the Internal

Revenue Code of 1986 (the “Code”).

3. The Purchaser is not a “Disqualified Organization” (as defined below),

and that the Purchaser is not acquiring the Class R Certificates for the account of, or as agent or

nominee of, or with a view to the transfer of direct or indirect record or beneficial ownership

thereof, to a Disqualified Organization. For the purposes hereof, a Disqualified Organization is

any of the following: (a) the United States, a State, or any agency or instrumentality of any of

the foregoing (other than an instrumentality that is a corporation if all of its activities are subject

to tax and a majority of its board of directors is not selected by any such governmental unit), (b)

a foreign government, International Organization or agency or instrumentality of either of the

foregoing, (c) an organization that is exempt from tax imposed by Chapter 1 of the Code


(including the tax imposed by Code Section 511 on unrelated business taxable income) on any

excess inclusions (as defined in Section 860E(c)(1)) of the Code with respect to the Class R

Certificates (except certain farmers’ cooperatives described in Section 521 of the Code), (d) rural

electric and telephone cooperatives described in Section 1381(a)(2) of the Code or (e) any other

person so designated by the Certificate Administrator based upon an Opinion of Counsel to the

effect that any transfer of a Class R Certificate to such person may cause the Upper Tier REMIC

or the Lower Tier REMIC to fail to qualify as a REMIC at any time that the Certificates are

outstanding. The terms “United States,” “State” and “International Organization” have the

meanings set forth in Section 7701 of the Code or successor provisions.

4. The Purchaser acknowledges that Section 860E(e) of the Code would

impose a substantial tax on the transferor or, in certain circumstances, on an agent for the

transferee, with respect to any transfer of any interest in any Class R Certificates to a

Disqualified Organization.

5. The Purchaser is a Permitted Transferee (the Purchaser’s U.S. taxpayer

identification number is [____]).

6. No purpose of the acquisition of the Class R Certificates is to impede the

assessment or collection of tax.

7. The Purchaser will not cause income from the Class R Certificate to be

attributable to a foreign permanent establishment or fixed base, within the meaning of an

applicable income tax treaty, of the Purchaser or any other U.S. Tax Person.

8. Check the applicable paragraph:

The present value of the anticipated tax liabilities associated with holding

the Class R Certificate, as applicable, does not exceed the sum of:

(i) the present value of any consideration given to the Purchaser to acquire

such Class R Certificate;

(ii) the present value of the expected future distributions on such Class R

Certificate; and

(iii) the present value of the anticipated tax savings associated with holding

such Class R Certificate as the related REMIC generates losses.

For purposes of this calculation, (i) the Purchaser is assumed to pay tax at the

highest rate currently specified in Section 11(b) of the Code (but the tax rate in

Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section 11(b)

of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of

the Code in the preceding two years and will compute its taxable income in the current taxable

year using the alternative minimum tax rate) and (ii) present values are computed using a

discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for

the month of the transfer and the compounding period used by the Purchaser.


The transfer of the Class R Certificate complies with U.S. Treasury

Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,

(i) the Purchaser is an “eligible corporation”, as defined in U.S. Treasury

Regulations Section 1.860E-1(c)(6)(i), as to which income from the Class R Certificate will only

be taxed in the United States;

(ii) at the time of the transfer, and at the close of the Purchaser’s two fiscal

years preceding the year of the transfer, the Purchaser had gross assets for financial reporting

purposes (excluding any obligation of a person related to the Purchaser within the meaning of

U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in

excess of $10 million;

(iii) the Purchaser will transfer the Class R Certificate only to another “eligible

corporation”, as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), in a transaction

that satisfies the requirements of U.S. Treasury Regulations Sections 1.860E-1(c)(4)(i), (ii) and

(iii) and U.S. Treasury Regulations Section 1.860E-1(c)(5); and

(iv) the Purchaser determined the consideration paid to it to acquire the Class

R Certificate based on reasonable market assumptions (including, but not limited to, borrowing

and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions,

tax rates and other factors specific to the Purchaser) that it has determined in good faith.

None of the above.

9. The Purchaser historically has paid its debts as they have come due and

intends to pay its debts as they come due in the future and the Purchaser intends to pay taxes

associated with holding the Class R Certificates as they become due.

10. The Purchaser understands that it may incur tax liabilities with respect to

the Class R Certificate in excess of any cash flows generated by such Certificate.

11. The Purchaser is aware that the Certificate Registrar will not register any

transfer of a Class R Certificate by the Transferor unless the Purchaser, or such Purchaser’s

agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement in

substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that

it will not transfer the Class R Certificates to any Person that does not provide such affidavit and

agreement or as to which the Purchaser has actual knowledge that such Person is not a Permitted

Transferee or is acting as an agent (including a broker, nominee or other middleman) for a

Person that is not a Permitted Transferee.

12. The Purchaser represents that it is not acquiring the Class R Certificate as

a nominee, trustee or agent for any person that is not a Permitted Transferee and that for so long

as it retains its interest in the Class R Certificate, it will endeavor to remain a Permitted

Transferee.

13. The Purchaser consents to any additional restrictions or arrangements that

shall be deemed necessary upon advice of counsel to constitute a reasonable arrangement to


ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted

Transferee.

14. The Purchaser has reviewed the provisions of Section 5.3 of the Trust and

Servicing Agreement, a description of which provisions is set forth in the Class R Certificates;

and the Purchaser expressly agrees to be bound by and to comply with such provisions.

15. The Purchaser consents to the designation of the Certificate Administrator

as the agent of the Tax Matters Person of the (i) Lower-Tier REMIC and (ii) the Upper-Tier

REMIC pursuant to Section 12.1 of the Trust and Servicing Agreement.

Capitalized terms used but not defined herein have the meanings assigned thereto

in the Trust and Servicing Agreement.


IN WITNESS WHEREOF, the Purchaser has caused this instrument to be duly

executed on its behalf by its duly authorized officer this ___day of _________, 20__.

By: ____________________________________

Name:

Title:

By: ____________________________________

Name:

Title:

On this ____ day of _______20__, before me, the undersigned, a Notary Public in

and for the State of _______________, duly commissioned and sworn, personally appeared

______________________ and ________________________, known or proved to me to be the

same persons who executed the foregoing instrument and to be

_____________________________ and ___________________________, respectively, of the

Purchaser, and acknowledged to me that they executed the same as their respective free acts and

deeds and as the free act and deed of the Purchaser.

NOTARY PUBLIC in and for the

State of _______________

[SEAL]

My Commission expires:


EXHIBIT J-2

FORM OF TRANSFEROR LETTER

[Date]

Citibank, N.A.



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388G



Class [__]

Ladies and Gentlemen:

This letter is delivered to you in connection with the transfer by [______] (the

“Transferor”) to [______] (the “Transferee”) of Class R Certificates evidencing a [__]%

Percentage Interest in such Class (the “Residual Certificates”). The Certificates, including the

Residual Certificates, were issued pursuant to the Trust and Servicing Agreement, dated as of

June 11, 2014 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial

Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer,

Strategic Asset Services LLC, as Special Servicer, U.S. Bank National Association, as Trustee,

Citibank, N.A., as Certificate Administrator, and Pentalpha Surveillance LLC, as Trust Advisor.

All capitalized terms used but not otherwise defined herein shall have the respective meanings

set forth in the Trust and Servicing Agreement. The Transferor hereby certifies, represents and

warrants to you, as Certificate Registrar, that:

(1) No purpose of the Transferor relating to the transfer of the Residual

Certificates by the Transferor to the Transferee is or will be to impede the assessment or

collection of any tax.

(2) The Transferor understands that the Transferee has delivered to you a

Transferee Affidavit in the form attached to the Trust and Servicing Agreement as Exhibit J-1.

The Transferor has no actual knowledge that the Transferee is not a Permitted Transferee and has

no actual knowledge or reason to know that the Transferee’s representations in clause (9) of such

Transferee Affidavit are false.

(3) The Transferor has at the time of this transfer conducted a reasonable

investigation of the financial condition of the Transferee as contemplated by Treasury regulation

Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined that

the Transferee has historically paid its debts as they became due and has found no significant

evidence to indicate that the Transferee will not continue to pay its debts as they become due in

the future. The Transferor understands that the transfer of the Residual Certificates may not be


respected for United States income tax purposes (and the Transferor may continue to be liable

for United States income taxes associated therewith) unless the Transferor has conducted such an

investigation.

Very truly yours,

(Transferor)

By: ____________________________________

Name:

Title:

EXHIBIT J-3

FORM OF ERISA REPRESENTATION LETTER

[Date]

Citibank, N.A.



Floor



Citibank, N.A.

as Certificate Administrator

388 Greenwich Street, 14th

Floor

New York, New York 10013


[Transferor]

[______]

[______]

Attention: [______]


Commercial Mortgage Pass-Through Certificates, Series 2014-388G

Ladies and Gentlemen:

The undersigned (the “Purchaser”) proposes to purchase [$[__] initial

[principal][notional] amount of] [[__]% percentage interest in] the Citigroup Commercial

Mortgage Trust 2014-388G Commercial Mortgage Pass-Through Certificates, Series 2014-

388G, Class [E] [F] [R] Certificates (the “Class [E] [F] [R] Certificates”) issued pursuant to that

certain Trust and Servicing Agreement dated as of June 11, 2014 (the “Trust Agreement”), by

and among Citigroup Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank,

National Association, as Servicer, Strategic Asset Services LLC, as Special Servicer, U.S. Bank

National Association, as Trustee, Citibank, N.A., as Certificate Administrator, and Pentalpha

Surveillance LLC, as Trust Advisor. Capitalized terms used and not otherwise defined herein

have the respective meanings ascribed to such terms in the Trust Agreement.

[FOR TRANSFERS OF CLASS R CERTIFICATES: In connection with such transfer,

the undersigned hereby represents and warrants to you that, with respect to the Class R

Certificates, the Purchaser is not an employee benefit plan or other plan subject to the fiduciary

responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended

(“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a

governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or

local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code

(“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such plan or using the

assets of a Plan to purchase such Class R Certificates].

[FOR TRANSFERS OF CLASS E OR CLASS F CERTIFICATES: In

connection with such transfer, the undersigned hereby represents and warrants to you that, with

respect to the Class [E] [F] Certificates, either: (i) the Purchaser is not an employee benefit plan

or other plan subject to the fiduciary responsibility provisions of the Employee Retirement

Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue

Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of

ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the

foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person

acting on behalf of any such plan or using the assets of a Plan to purchase such Class [E] [F]

Certificates; or (ii) (1) the Purchaser is an insurance company, (2) the source of funds used to

acquire or hold the Class [E] [F] Certificates or interest therein is an “insurance company general

account,” as such term is defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60,

and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied.]

[FOR TRANSFERS OF CLASS R CERTIFICATES: The Purchaser hereby

represents and warrants to you that the Purchaser is a “qualified institutional buyer” within the

meaning of Rule 144A under the Securities Act of 1933, as amended.]

IN WITNESS WHEREOF, the Purchaser hereby executes this ERISA

Representation Letter on the ___ day of _____, ____.

Very truly yours,

[The Purchaser]

By: ____________________________________

Name:

Title:

form of transfer certificate for rule 144a global ... · in connection with such request and in...

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