DAY, AFTER THE PAYMENT IN FULL OF ALL
NOTES ISSUED UNDER THE INDENTURE.
AS PROVIDED IN THE INDENTURE, THE INDENTURE AND THE NOTES SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK APPLICABLE
TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO THE CONFLICT OF
LAWS PRINCIPLES THEREOF.
A-6
IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed.
Dated as of July 14, 2005
GRAMERCY REAL ESTATE CDO 2005-1, LTD.,
as Issuer
By:
Name:
Title:
GRAMERCY REAL ESTATE CDO 2005-1 LLC,
as Co-Issuer
By:
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred to in the within-mentioned Indenture.
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
By:
Authorized Signatory
A-7
ASSIGNMENT FORM
For value received
hereby sell, assign and transfer unto
Please insert social security or
other identifying number of assignee
Please print or type name
and address, including zip code,
of assignee:
the within Note and does hereby irrevocably constitute and appoint
Attorney to transfer the Note on
the books of the Issuer with full power of substitution in the premises.
Date:
Your Signature:
(Sign exactly as your name
appears on this Note)
A-8
SCHEDULE OF EXCHANGES IN GLOBAL SECURITY
On the Closing Date the Principal Amount of this Note was $[
].
The
following exchanges of a part of this Global Security have been made since the
Closing Date:
Date of Exchange
Amount of
Decrease in Principal
Amount of this
Global Security
Amount of
Increase in Principal
Amount of this
Global Security
Principal Amount of
this Global Security
following such
decrease (or increase)
Signature of
authorized officer
of Trustee or
securities
Custodian
A-9
EXHIBIT B
FORM OF CLASS [
]
[REGULATION S] [RULE 144A] CERTIFICATED SECURITY]
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES, AND NEITHER THE ISSUER NOR THE CO-ISSUER HAS
BEEN REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS
AMENDED (THE "1940 ACT").
THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED, EXCEPT (A)(1) TO A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A "QIB") WHO IS A QUALIFIED
PURCHASER AS DEFINED IN SECTION 2(A)(51) OF THE INVESTMENT COMPANY ACT (A
"QUALIFIED PURCHASER") AND IS EITHER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER WHO IS A QUALIFIED PURCHASER, IN A
PRINCIPAL AMOUNT OF NOT LESS THAN $500,000 (AND INTEGRAL MULTIPLES OF $1,000 IN
EXCESS THEREOF), FOR THE PURCHASER AND FOR EACH SUCH ACCOUNT, IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A SO LONG AS THIS NOTE IS ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS
SPECIFIED IN THE INDENTURE, OR (2) TO A NON-U.S.
PERSON IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 903 OR