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
FORM OF TRANSFER CERTIFICATE
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.
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
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
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, (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:
(1) the offer of the Certificates was not made to a person in the “United
States” (as defined in Regulation S),
61360894.docx Exhibit D-2
[(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” (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
(4) the transaction is not part of a plan or scheme to evade the registration
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.**
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.
** Select (i) or (ii), as applicable.
61360894.docx Exhibit E-1
EXHIBIT E
FORM OF TRANSFER CERTIFICATE
FOR TEMPORARY REGULATION S GLOBAL CERTIFICATE
TO RULE 144A GLOBAL CERTIFICATE DURING RESTRICTED PERIOD
(Exchange or transfers pursuant to
Section 5.3(e) 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 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
* Select appropriate depository.
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.
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.
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.
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.
[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.
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
* Select, as applicable.
61360894.docx Exhibit F-2
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.
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
FORM OF TRANSFER CERTIFICATE
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.
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 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.
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:
(1) the offer of the Certificates was not made to a person in the “United
States” (as defined in Regulation S);
* Select appropriate depository.
61360894.docx Exhibit G-2
[(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” (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
(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 H-1
EXHIBIT H
FORM OF TRANSFER CERTIFICATE
FOR NON-BOOK ENTRY CERTIFICATE
TO REGULATION S GLOBAL CERTIFICATE
(Exchange or transfers pursuant to
Section 5.3(g) 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 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 Regulation S Global Certificate
(CINS No. [______], ISIN No. [______], and 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, (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:
(1) the offer of the Certificates was not made to a person in the “United
States” (as defined in Regulation S),
61360894.docx Exhibit H-2
[(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” (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
(4) the transaction is not part of a plan or scheme to evade the registration
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.**
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.
** Select (i) or (ii), as applicable.
Exhibit I-1 OHSUSA:758240409.7
EXHIBIT I
FORM OF TRANSFER CERTIFICATE
FOR NON-BOOK ENTRY CERTIFICATE
TO RULE 144A GLOBAL CERTIFICATE
(Exchange or transfers pursuant to
Section 5.3(g) 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 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
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
Rule 144A and in accordance with any applicable securities laws of any state of the United
States or other applicable jurisdiction.
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
Exhibit I-2 OHSUSA:758240409.7
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.
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.
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 (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
Exhibit J-1-2 OHSUSA:758240409.7
(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.
Exhibit J-1-3 OHSUSA:758240409.7
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
Exhibit J-1-4 OHSUSA:758240409.7
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.
Exhibit J-1-5 OHSUSA:758240409.7
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-2-1 OHSUSA:758240409.7
EXHIBIT J-2
FORM OF TRANSFEROR LETTER
[Date]
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 [__]
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
Exhibit J-2-2 OHSUSA:758240409.7
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.
as Certificate Registrar
480 Washington Boulevard, 30th
Floor
Jersey City, New Jersey 07310
Attention: Global Transaction Services - Citigroup Commercial Mortgage Trust 2014-388G
Citibank, N.A.
as Certificate Administrator
388 Greenwich Street, 14th
Floor
New York, New York 10013
Attention: Global Transaction Services - Citigroup Commercial Mortgage Trust 2014-388G
[Transferor]
[______]
[______]
Attention: [______]
Re: Citigroup Commercial Mortgage Trust 2014-388G,
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:
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