(the "Initial
Purchaser") hereby
requests
that
$______________
aggregate
principal
amount of the
Certificates
held by you for our account and
represented
by the Temporary
Regulation S Global Class [B] [P]
Certificate
(CUSIP No.
________) (as defined in
the
Agreement)
be
exchanged
for an equal
principal
amount
represented
by the Rule 144A Global Class [B] [P]
Certificate (CUSIP No. _______) to be held by you for our account.
Date: _______________________
[Initial Purchaser]
By:
__________________________
Title:
EXHIBIT ELEVEN-A
[RESERVED]
EXHIBIT ELEVEN -B
[RESERVED]
EXHIBIT ELEVEN-C
[RESERVED]
EXHIBIT ELEVEN-D
FORM OF RULE 144A GLOBAL CLASS B-[__] CERTIFICATE
THIS
CERTIFICATE
IS
SUBORDINATED
IN
RIGHT
OF
PAYMENT
TO THE
CLASS
A
CERTIFICATES
AND
CLASS
M
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT (THE "AGREEMENT").
THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL
PAYMENTS HEREON
AND REALIZED
LOSSES
ALLOCABLE
HERETO.
ACCORDINGLY,
FOLLOWING
THE INITIAL
ISSUANCE OF THE
CERTIFICATES,
THE
CERTIFICATE
PRINCIPAL
BALANCE OF THIS
CERTIFICATE WILL BE DIFFERENT FROM THE
DENOMINATION
SHOWN BELOW.
ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY,
A
NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE 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.
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 (THE "CODE").
TRANSFERS OF THE
CERTIFICATES
MUST GENERALLY BE ACCOMPANIED
BY APPROPRIATE
TAX TRANSFER
DOCUMENTATION
AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE AGREEMENT.
THIS
CERTIFICATE
HAS NOT BEEN AND WILL NOT BE
REGISTERED
UNDER
THE U.S.
SECURITIES
ACT OF 1933,
AS
AMENDED (THE
"SECURITIES
ACT"),
ANY STATE
SECURITIES
LAWS IN THE UNITED STATES OR THE
SECURITIES
LAWS OF ANY
OTHER JURISDICTION AND MAY NOT BE REOFFERED,
RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR
TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES PERSONS, EXCEPT AS PERMITTED BY THIS LEGEND.
THE HOLDER
HEREOF,
BY
PURCHASING
THIS
CERTIFICATE,
REPRESENTS,
ACKNOWLEDGES
AND
AGREES
THAT THIS
CERTIFICATE
IS BEING
ACQUIRED
FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO
DISTRIBUTION
AND IT WILL NOT REOFFER,
RESELL,
PLEDGE OR OTHERWISE
TRANSFER THIS
CERTIFICATE
EXCEPT IN COMPLIANCE
WITH THE
SECURITIES
ACT AND OTHER
APPLICABLE
LAWS AND IS TRANSFERRED
IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT AND EXCEPT
(A) IN