EXECUTION COPY

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                DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION,
                                    Depositor


                          MIDLAND LOAN SERVICES, INC.,
                                    Servicer


                             LENNAR PARTNERS, INC.,
                                Special Servicer


                             WELLS FARGO BANK, N.A.,
                                     Trustee


                                       and


                       LASALLE BANK NATIONAL ASSOCIATION,
                       Bond Administrator and Paying Agent


        ---------------------------------------------------------------
                         POOLING AND SERVICING AGREEMENT

                            Dated as of April 1, 2005
        ---------------------------------------------------------------


                                  COMM 2005-LP5

                  Commercial Mortgage Pass-Through Certificates




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<PAGE>

                                TABLE OF CONTENTS



                                    ARTICLE I

                                   DEFINITIONS

Section 1.01  Defined Terms................................................
Section 1.02  Certain Calculations.........................................
Section 1.03  Certain Constructions........................................


                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01  Conveyance of Mortgage Loans; Assignment of Mortgage Loan
               Purchase Agreements.........................................
Section 2.02  Acceptance by Custodian and the Trustee......................
Section 2.03  Representations, Warranties and Covenants of the
               Depositor; Repurchase and Substitution of Mortgage Loans....
Section 2.04  Representations, Warranties and Covenants of the
               Servicer, Special Servicer, Trustee and the Bond
               Administrator...............................................
Section 2.05  Execution and Delivery of Certificates; Issuance of
               Lower-Tier Regular Interests................................
Section 2.06  Miscellaneous REMIC and Grantor Trust Provisions.............


                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                                OF THE TRUST FUND

Section 3.01  Servicer to Act as Servicer; Special Servicer to Act as
               Special Servicer; Administration of the Mortgage Loans
               and the Serviced Companion Loans............................
Section 3.02  Liability of the Servicer....................................
Section 3.03  Collection of Mortgage Loan and Serviced Companion Loan
               Payments....................................................
Section 3.04  Collection of Taxes, Assessments and Similar Items;
               Escrow Accounts.............................................
Section 3.05  Collection Account; Excess Liquidation Proceeds Account;
               Distribution Accounts; Interest Reserve Account and
               Serviced Whole Loan Collection Accounts.....................
Section 3.06  Permitted Withdrawals from the Collection Account, the
               Distribution Accounts and the Serviced Whole Loan
               Collection Accounts; Trust Ledger...........................
Section 3.07  Investment of Funds in the Collection Account, the
               Serviced Whole Loan Collection Accounts, REO Account,
               the Lock-Box Accounts, the Cash Collateral Accounts and
               the Reserve Accounts........................................
Section 3.08  Maintenance of Insurance Policies and Errors and
               Omissions and Fidelity Coverage.............................
Section 3.09  Enforcement of Due-On-Sale Clauses; Assumption
               Agreements; Defeasance Provisions...........................
Section 3.10  Appraisals; Realization Upon Defaulted Mortgage Loans........
Section 3.11  Trustee to Cooperate; Release of Mortgage Files..............
Section 3.12  Servicing Fees, Trustee Fees and Special Servicing
               Compensation................................................
Section 3.13  Reports to the Bond Administrator; Collection Account
               Statements..................................................
Section 3.14  Annual Statement as to Compliance............................
Section 3.15  Annual Independent Public Accountants' Servicing Report......
Section 3.16  Access to Certain Documentation..............................
Section 3.17  Title and Management of REO Properties and REO Accounts......
Section 3.18  Sale of Specially Serviced Loans and REO Properties..........
Section 3.19  Additional Obligations of the Servicer and Special
               Servicer; Inspections.......................................
Section 3.20  Authenticating Agent.........................................
Section 3.21  Appointment of Custodians....................................
Section 3.22  Reports to the Securities and Exchange Commission;
               Available Information.......................................
Section 3.23  Lock-Box Accounts, Cash Collateral Accounts, Escrow
               Accounts and Reserve Accounts...............................
Section 3.24  Property Advances............................................
Section 3.25  Appointment of Special Servicer..............................
Section 3.26  Transfer of Servicing Between Servicer and Special
               Servicer; Record Keeping; Asset Status Report...............
Section 3.27  [Reserved]...................................................
Section 3.28  Limitations on and Authorizations of the Servicer and
               Special Servicer with Respect to Certain Mortgage Loans.....
Section 3.29  Certain Rights and Obligations of the Special Servicer.......
Section 3.30  Modification, Waiver, Amendment and Consents.................
Section 3.31  Rights of Holders of the FedEx-Bellingham Whole Loan.........
Section 3.32  Rights of Holders of the Wellpoint Office Tower Whole
               Loan, the Loews Miami Beach Whole Loan and the General
               Motors Building Whole Loan..................................
Section 3.33  Certain Intercreditor Matters Relating to the Whole Loans....
Section 3.34  Certain Matters Relating to the 63 Madison Avenue Whole
               Loan and the Lakeside Mall Whole Loan.......................


                                   ARTICLE IV

                       DISTRIBUTIONS TO CERTIFICATEHOLDERS

Section 4.01  Distributions................................................
Section 4.01A Distributions on Class GMB Certificates......................
Section 4.02  Statements to Certificateholders; Reports by Bond
               Administrator; Other Information Available to the
               Holders and Others..........................................
Section 4.03  Compliance with Withholding Requirements.....................
Section 4.04  REMIC Compliance.............................................
Section 4.05  Imposition of Tax on the Trust Fund..........................
Section 4.06  Remittances..................................................
Section 4.07  P&I Advances.................................................
Section 4.08  Grantor Trust Reporting......................................


                                    ARTICLE V

                                THE CERTIFICATES

Section 5.01  The Certificates.............................................
Section 5.02  Registration, Transfer and Exchange of Certificates..........
Section 5.03  Mutilated, Destroyed, Lost or Stolen Certificates............
Section 5.04  Appointment of Paying Agent..................................
Section 5.05  Access to Certificateholders' Names and Addresses............
Section 5.06  Actions of Certificateholders................................


                                   ARTICLE VI

             THE DEPOSITOR, THE SERVICER AND THE SPECIAL SERVICER

Section 6.01  Liability of the Depositor, the Servicer and the Special
               Servicer....................................................
Section 6.02  Merger or Consolidation of the Servicer......................
Section 6.03  Limitation on Liability of the Depositor, the Servicer
               and Others..................................................
Section 6.04  Limitation on Resignation of the Servicer and the Special
               Servicer; Termination of the Servicer and the Special
               Servicer....................................................
Section 6.05  Rights of the Depositor and the Trustee in Respect of the
               Servicer and the Special Servicer...........................
Section 6.06  Servicer or Special Servicer as Owner of a Certificate.......
Section 6.07  Certain Matters Relating to the Non-Serviced Mortgage
               Loans.......................................................


                                   ARTICLE VII

                                     DEFAULT

Section 7.01  Events of Default............................................
Section 7.02  Trustee to Act; Appointment of Successor.....................
Section 7.03  Notification to Certificateholders and Other Persons.........
Section 7.04  Other Remedies of Trustee....................................
Section 7.05  Waiver of Past Events of Default; Termination................
Section 7.06  Trustee as Maker of Advances.................................


                                  ARTICLE VIII

              CONCERNING THE TRUSTEE AND THE BOND ADMINISTRATOR

Section 8.01  Duties of Trustee and the Bond Administrator.................
Section 8.02  Certain Matters Affecting the Trustee and the Bond
               Administrator...............................................
Section 8.03  Trustee and Bond Administrator Not Liable for
               Certificates or Mortgage Loans..............................
Section 8.04  Trustee and Bond Administrator May Own Certificates..........
Section 8.05  Payment of Trustee's and Bond Administrator's Fees and
               Expenses; Indemnification...................................
Section 8.06  Eligibility Requirements for Trustee and Bond
               Administrator...............................................
Section 8.07  Resignation and Removal of the Trustee or Bond
               Administrator...............................................
Section 8.08  Successor Trustee or Bond Administrator......................
Section 8.09  Merger or Consolidation of Trustee or Bond Administrator.....
Section 8.10  Appointment of Co-Trustee or Separate Trustee................


                                   ARTICLE IX

                                   TERMINATION

Section 9.01  Termination..................................................


                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

Section 10.01  Counterparts................................................
Section 10.02  Limitation on Rights of Certificateholders..................
Section 10.03  Governing Law...............................................
Section 10.04  Notices.....................................................
Section 10.05  Severability of Provisions..................................
Section 10.06  Notice to the Depositor and Each Rating Agency..............
Section 10.07  Amendment...................................................
Section 10.08  Confirmation of Intent......................................
Section 10.09  No Intended Third-Party Beneficiaries.......................
Section 10.10  [Reserved]..................................................
Section 10.11  Entire Agreement............................................
Section 10.12  Third Party Beneficiaries...................................
<PAGE>

                                TABLE OF EXHIBITS


Exhibit A-1      Form of Class A-1 Certificate
Exhibit A-2      Form of Class A-1A Certificate
Exhibit A-3      Form of Class A-2 Certificate
Exhibit A-4      Form of Class A-3 Certificate
Exhibit A-5      Form of Class A-SB Certificate
Exhibit A-6      Form of Class A-4 Certificate
Exhibit A-7      Form of Class X-C Certificate
Exhibit A-8      Form of Class X-P Certificate
Exhibit A-9      Form of Class A-J Certificate
Exhibit A-10     Form of Class B Certificate
Exhibit A-11     Form of Class C Certificate
Exhibit A-12     Form of Class D Certificate
Exhibit A-13     Form of Class E Certificate
Exhibit A-14     Form of Class F Certificate
Exhibit A-15     Form of Class G Certificate
Exhibit A-16     Form of Class H Certificate
Exhibit A-17     Form of Class J Certificate
Exhibit A-18     Form of Class K Certificate
Exhibit A-19     Form of Class L Certificate
Exhibit A-20     Form of Class M Certificate
Exhibit A-21     Form of Class N Certificate
Exhibit A-22     Form of Class O Certificate
Exhibit A-23     Form of Class P Certificate
Exhibit A-24     Form of Class GMB-1
Exhibit A-25     Form of Class GMB-2
Exhibit A-26     Form of Class GMB-3
Exhibit A-27     Form of Class GMB-4
Exhibit A-28     Form of Class Q Certificate
Exhibit A-29     Form of Class R Certificate
Exhibit A-30     Form of Class LR Certificate
Exhibit B-1      Mortgage Loan Schedule
Exhibit B-2      Servicing Fee Rate Schedule
Exhibit C-1      Form of Transferee Affidavit
Exhibit C-2      Form of Transferor Letter
Exhibit D-1      Form of Investment Representation Letter
Exhibit D-2      Form of ERISA Representation Letter
Exhibit E        Form of Request for Release
Exhibit F        Securities Legend
Exhibit G        Form of Regulation S Transfer Certificate
Exhibit H        Form of Transfer Certificate for Exchange or Transfer from
                 Rule 144A Global Certificate to Regulation S Global
                 Certificate during the Restricted Period
Exhibit I        Form of Transfer Certificate for Exchange or Transfer from
                 Rule 144A Global Certificate to Regulation S Global
                 Certificate after the Restricted Period
Exhibit J        Form of Transfer Certificate for Exchange or Transfer from
                 Regulation S Global Certificate to Rule 144A Global Certificate
Exhibit K        Form of Distribution Date Statement
Exhibit L        Form of Investor Certification
Exhibit M        Form of Sub-Servicer Backup Certification
Exhibit N-1      Form of Purchase Option Notice
Exhibit N-2      Form of General Motors Building B Loan Purchase Option Notice
Exhibit O        Form of Bond Administrator Backup Certification
Exhibit P        Form of Servicer Backup Certification
Exhibit Q        Form of Special Servicer Backup Certification
Exhibit R        Form of Notification from Custodian
Exhibit S-1      Form of Closing Date Trustee Certification
Exhibit S-2      Form of Post-Closing Trustee Certification
Exhibit          T Form of Notice to the Trustee, the Bond Administrator and S&P
                 from the Servicer Regarding Defeasance of a Mortgage Loan
Exhibit U        Form of Notice from the Trustee Regarding the 63 Madison Avenue
                 Mortgage Loan and the Lakeside Mall Mortgage Loan
Exhibit V        Information Request Form


                               TABLE OF SCHEDULES

Schedule I       Class A-SB Planned Principal Balance Schedule
Schedule II      Rates to be Used in Determining the Class X-C and Class X-P
                 Pass-Through Rates
<PAGE>

            Pooling and Servicing Agreement, dated as of April 1, 2005, among
Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Midland Loan
Services, Inc., as Servicer, Lennar Partners, Inc., as Special Servicer, Wells
Fargo Bank, N.A., as Trustee and LaSalle Bank National Association, as Bond
Administrator and Paying Agent.


                             PRELIMINARY STATEMENT:

      (Terms used but not defined in this Preliminary Statement shall have
                   the meanings specified in Article I hereof)

            The Depositor intends to sell pass-through certificates to be issued
hereunder in multiple Classes which in the aggregate will evidence the entire
beneficial ownership interest in the Trust Fund consisting primarily of the
Mortgage Loans.

            The Lower-Tier REMIC will hold the Mortgage Loans and certain other
related assets subject to this Agreement, and will issue (i) the uncertificated
Class A-1L-1, Class A-1L-2, Class A-1L-3, Class A-1AL-1, Class A-1AL-2, Class
A-1AL-3, Class A-1AL-4, Class A-1AL-5, Class A-1AL-6, Class A-1AL-7, Class
A-1AL-8, Class A-1AL-9, Class A-1AL-10, Class A-1AL-11, Class A-1AL-12, Class
A-1AL-13, Class A-1AL-14, Class A-2L-1, Class A-2L-2, Class A-2L-3, Class
A-2L-4, Class A-2L-5, Class A-2L-6, Class A-2L-7, Class A-3L, Class A-SBL-1,
Class A-SBL-2, Class A-4L-1, Class A-4L-2, Class A-4L-3, Class A-4L-4, Class
A-4L-5, Class A-JL, Class B-L, Class C-L, Class D-L-1, Class D-L-2, Class E-L-1,
Class E-L-2, Class E-L-3, Class E-L-4, Class F-L-1, Class F-L-2, Class F-L-3,
Class G-L-1, Class G-L-2, Class H-L-1, Class H-L-2, Class J-L-1, Class J-L-2,
Class K-L-1, Class K-L-2, Class L-L, Class M-L, Class N-L, Class O-L , Class
P-L, Class GMB-1-L, Class GMB-2-L, Class GMB-3-L and Class GMB-4-L Interests
(the "Lower-Tier Regular Interests"), as classes of regular interests in the
Lower-Tier REMIC, and (ii) the Class LR Certificates, which will represent the
sole class of residual interests in the Lower-Tier REMIC, within the meaning of
the REMIC Provisions.

            The Upper-Tier REMIC will hold the Lower-Tier Regular Interests and
certain other related assets subject to this Agreement and will issue 27 Classes
of regular interests in the Upper-Tier REMIC. The Class A-1, Class A-2, Class
A-3, Class A-SB, Class A-4, Class A-1A, Class X-C, Class X-P, Class A-J, Class
B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class
L, Class M, Class N, Class O, Class P, Class GMB-1, Class GMB-2, Class GMB-3 and
Class GMB-4 Certificates (the "Regular Certificates") are designated as classes
of regular interests, and the Class R Certificates are designated as the sole
class of residual interests, in the Upper-Tier REMIC.

            The portions of the Trust Fund consisting of the Excess Interest and
related amounts in the Grantor Trust Distribution Account shall be treated as a
grantor trust (the "Grantor Trust") for federal income tax purposes. The Class Q
Certificates will represent the sole interests in the portion of the Grantor
Trust representing the Excess Interest under federal income tax law.

            The Mortgaged Property that secures the Mortgage Loan identified as
Loan No. 1 on the Mortgage Loan Schedule (the "General Motors Building Mortgage
Loan"), also secures five separate pari passu mortgage loans to the same
Borrower (together with any replacements therefor, the "General Motors Building
Pari Passu Loans" and together with the General Motors Building Mortgage Loan,
the "General Motors Building Senior Loans") and one additional mortgage loan to
the same Borrower which is subordinate to the General Motors Building Senior
Loans and is identified as Loan No. 138 on the Mortgage Loan Schedule (the
"General Motors Building B Loan" and together with the General Motors Building
Pari Passu Loans and the General Motors Building Mortgage Loan, the "General
Motors Building Whole Loan"). The General Motors Building Whole Loan will be
serviced pursuant to this Agreement and the General Motors Building A Notes
Intercreditor Agreement and the General Motors Building Agreement Among
Noteholders, as and to the extent provided herein and therein. Amounts
attributable to the Serviced Companion Loans will not be assets of the Trust
Fund or the Trust REMICs and will be beneficially owned by the respective
Serviced Companion Loan Noteholders.

            The Mortgaged Property that secures the Mortgage Loans identified as
Loan No. 2 on the Mortgage Loan Schedule (the "63 Madison Avenue Mortgage Loan")
also secures one separate pari passu mortgage loan to the same Borrower
(together with any replacements therefor, the "63 Madison Avenue Pari Passu
Loan"). The 63 Madison Avenue Mortgage Loan and the 63 Madison Avenue Pari Passu
Loan are collectively referred to herein as the "63 Madison Avenue Whole Loan"
and will be serviced pursuant to a pooling and servicing agreement (the "GECMC
2005-C1 Pooling and Servicing Agreement"), dated as of February 1, 2005, among
GE Commercial Mortgage Corporation, as depositor, GEMSA Loan Services, L.P., as
initial servicer (in such capacity, such initial servicer or any successor
thereto, the "GECMC 2005-C1 Servicer"), Lennar Partners, Inc., as initial
special servicer (in such capacity, such initial special servicer or any
successor thereto, the "GECMC 2005-C1 Special Servicer"), LaSalle Bank National
Association., as initial trustee (in such capacity, such initial trustee or any
successor thereto, the "GECMC 2005-C1 Trustee") and ABN AMRO Bank N.V., as
fiscal agent.

            The Mortgaged Property that secures the Mortgage Loan identified as
Loan No. 3 on the Mortgage Loan Schedule (the "Lakeside Mall Mortgage Loan")
also secures one separate pari passu mortgage loan to the same Borrower
(together with any replacements therefor, the "Lakeside Mall Pari Passu Loan").
The Lakeside Mall Mortgage Loan and the Lakeside Mall Pari Passu Loan are
collectively referred to herein as the "Lakeside Mall Whole Loan" and will be
serviced pursuant to the GECMC 2005-C1 Pooling and Servicing Agreement.

            The Mortgaged Property that secures the Mortgage Loan identified as
Loan No. 7 on the Mortgage Loan Schedule (the "Loews Miami Beach Mortgage
Loan"), also secures two separate pari passu mortgage loans to the same Borrower
(together with any replacements therefor, the "Loews Miami Beach Pari Passu
Loans" and together with the Loews Miami Beach Mortgage Loan, the "Loews Miami
Beach Whole Loan"). The Loews Miami Beach Whole Loan will be serviced pursuant
to this Agreement and the Loews Miami Beach Intercreditor Agreement, as and to
the extent provided herein. Amounts attributable to the Serviced Companion Loans
will not be assets of the Trust Fund or the Trust REMICs and will be
beneficially owned by the respective Serviced Companion Loan Noteholders.

            The Mortgaged Property that secures the Mortgage Loan identified as
Loan No. 12 on the Mortgage Loan Schedule (the "Wellpoint Office Tower Mortgage
Loan"), also secures two separate pari passu mortgage loans to the same Borrower
(together with any replacements therefor, the "Wellpoint Office Tower Pari Passu
Loans" and together with the Wellpoint Office Tower Mortgage Loan, the
"Wellpoint Office Tower Whole Loan"). The Wellpoint Office Tower Whole Loan will
be serviced pursuant to this Agreement and the Wellpoint Office Tower
Intercreditor Agreement, as and to the extent provided herein. Amounts
attributable to the Serviced Companion Loans will not be assets of the Trust
Fund or the Trust REMICs and will be beneficially owned by the respective
Serviced Companion Loan Noteholders.

            The Mortgaged Property that secures the Mortgage Loan identified as
Loan No. 102 on the Mortgage Loan Schedule (the "FedEx-Bellingham Mortgage
Loan"), also secures one separate mortgage loan to the same Borrower (the
"FedEx-Bellingham B Loan" and together with the FedEx-Bellingham Mortgage Loan,
the "FedEx-Bellingham Whole Loan") which is subordinate to the FedEx-Bellingham
Mortgage Loan. The FedEx-Bellingham Whole Loan will be serviced pursuant to this
Agreement and the FedEx-Bellingham Intercreditor Agreement, as and to the extent
provided herein. Amounts attributable to the Serviced Companion Loans will not
be assets of the Trust Fund or the Trust REMICs and will be beneficially owned
by the respective Serviced Companion Loan Noteholders.

            The following table sets forth the Class designation, the
corresponding Lower-Tier Regular Interests (the "Corresponding Lower-Tier
Regular Interests") and the aggregate initial Certificate Balance (or, with
respect to the Class X-C and Class X-P Certificates, Notional Balance) for each
Class of Certificates comprising interests in the Upper-Tier REMIC.

<PAGE>

<TABLE>
<CAPTION>
                                                       Corresponding
Corresponding              Certificate Balance       Lower-Tier Regular          Original Lower-Tier        Corresponding Components
Certificates               or Notional Balance          Interest(s)              Principal Balance (2)      of Class X Certificates
------------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                            <C>                     <C>                              <C>
Class A-1.............         $60,276,000                  A-1L-1                     $9,031,000                    A-1L-1
                                                            A-1L-2                    $29,645,000                    A-1L-2
                                                            A-1L-3                    $21,600,000                    A-1L-3
Class A-2.............        $592,379,000                  A-2L-1                    $15,162,000                    A-2L-1
                                                            A-2L-2                    $43,656,000                    A-2L-2
                                                            A-2L-3                    $42,642,000                    A-2L-3
                                                            A-2L-4                    $44,264,000                    A-2L-4
                                                            A-2L-5                    $41,494,000                    A-2L-5
                                                            A-2L-6                   $110,015,000                    A-2L-6
                                                            A-2L-7                   $295,146,000                    A-2L-7
Class A-3.............         $71,321,000                   A-3L                     $71,321,000                     A-3L
Class A-SB............         $86,687,000                  A-SBL-1                   $80,377,000                    A-SBL-1
                                                            A-SBL-2                    $6,310,000                    A-SBL-2
Class A-4.............        $305,071,000                  A-4L-1                    $16,900,000                    A-4L-1
                                                            A-4L-2                    $21,082,000                    A-4L-2
                                                            A-4L-3                    $18,981,000                    A-4L-3
                                                            A-4L-4                    $35,542,000                    A-4L-4
                                                            A-4L-5                   $212,566,000                    A-4L-5
Class A-1A............        $245,882,000                  A-1AL-1                      $886,000                    A-1AL-1
                                                            A-1AL-2                    $4,521,000                    A-1AL-2
                                                            A-1AL-3                    $5,286,000                    A-1AL-3
                                                            A-1AL-4                    $5,568,000                    A-1AL-4
                                                            A-1AL-5                    $7,817,000                    A-1AL-5
                                                            A-1AL-6                   $11,488,000                    A-1AL-6
                                                            A-1AL-7                   $10,214,000                    A-1AL-7
                                                            A-1AL-8                    $8,928,000                    A-1AL-8
                                                            A-1AL-9                   $19,175,000                    A-1AL-9
                                                           A-1AL-10                    $7,600,000                   A-1AL-10
                                                           A-1AL-11                    $6,786,000                   A-1AL-11
                                                           A-1AL-12                    $6,015,000                   A-1AL-12
                                                           A-1AL-13                   $54,458,000                   A-1AL-13
                                                           A-1AL-14                   $97,140,000                   A-1AL-14
Class X-C.............      $1,702,020,822(1)                                      $1,702,020,822
Class X-P.............      $1,658,063,000(1)                                      $1,658,063,000
Class A-J.............        $117,014,000                   A-JL                    $117,014,000                     A-JL
Class B...............         $46,806,000                    B-L                     $46,806,000                      B-L
Class C...............         $14,892,000                    C-L                     $14,892,000                      C-L
Class D...............         $27,658,000                   D-L-1                       $631,000                     D-L-1
                                                             D-L-2                    $27,027,000                     D-L-2
Class E...............         $21,275,000                   E-L-1                       $441,000                     E-L-1
                                                             E-L-2                     $7,620,000                     E-L-2
                                                             E-L-3                     $7,114,000                     E-L-3
                                                             E-L-4                     $6,100,000                     E-L-4
Class F...............         $23,403,000                   F-L-1                     $4,901,000                     F-L-1
                                                             F-L-2                    $10,744,000                     F-L-2
                                                             F-L-3                     $7,758,000                     F-L-3
Class G...............         $14,893,000                   G-L-1                     $7,680,000                     G-L-1
                                                             G-L-2                     $7,213,000                     G-L-2
Class H...............         $17,020,000                   H-L-1                    $11,946,000                     H-L-1
                                                             H-L-2                     $5,074,000                     H-L-2
Class J...............         $12,765,000                   J-L-1                    $11,374,000                     J-L-1
                                                             J-L-2                     $1,391,000                     J-L-2
Class K...............          $6,383,000                   K-L-1                     $3,856,000                     K-L-1
                                                             K-L-2                     $2,527,000                     K-L-2
Class L...............          $4,255,000                    L-L                      $4,255,000                      L-L
Class M...............          $4,255,000                    M-L                      $4,255,000                      M-L
Class N...............          $6,383,000                    N-L                      $6,383,000                      N-L
Class O...............          $4,255,000                    O-L                      $4,255,000                      O-L
Class P...............         $19,147,822                    P-L                     $19,147,822                      P-L
Class GMB-1...........         $27,500,000                  GMB-1-L                   $27,500,000                      N/A
Class GMB-2...........         $28,000,000                  GMB-2-L                   $28,000,000                      N/A
Class GMB-3...........         $16,200,000                  GMB-3-L                   $16,200,000                      N/A
Class GMB-4...........         $14,300,000                  GMB-4-L                   $14,300,000                      N/A
Class Q...............                 N/A                    N/A                             N/A                      N/A
Class R...............                 N/A                    N/A                             N/A                      N/A
Class LR..............                 N/A                    N/A                             N/A                      N/A
</TABLE>
--------------------

(1)   The initial Notional Balance of the Class X-C Certificates is equal to the
      aggregate of the Notional Amounts of the Components as of the Closing
      Date; the initial Notional Balance of the Class X-P Certificates is equal
      to the aggregate of the Notional Amount of the Class X-P Components as of
      the Closing Date.

(2)   The Lower-Tier Regular Interests and the Corresponding Components of the
      Class X Certificates that correspond to any particular Class of
      Certificates also correspond to each other and, accordingly, constitute
      the Corresponding Lower-Tier Regular Interest and the "Corresponding
      Components," respectively, with respect to each other.


            The initial Certificate Balance of each of the Class R and Class LR
Certificates is zero. Additionally, the Class R and Class LR Certificates do not
have a Notional Balance. The Certificate Balance of any Class of Certificates
outstanding at any time represents the maximum amount which holders thereof are
entitled to receive as distributions allocable to principal from the cash flow
on the Mortgage Loans and the other assets in the Trust Fund; provided, however,
that in the event that amounts previously allocated as Realized Losses to a
Class of Certificates in reduction of the Certificate Balance thereof are
subsequently recovered (including without limitation after the reduction of the
Certificate Balance of such Class to zero), such Class may receive distributions
in respect of such recoveries in accordance with the priorities set forth in
Section 4.01.

            As of the Cut-off Date, the Mortgage Loans (excluding the General
Motors Building B Loan) have an aggregate Stated Principal Balance equal to
approximately $1,702,020,822. As of the Cut-off Date, the General Motors
Building B Loan had a Stated Principal Balance of $86,000,000.

            In consideration of the mutual agreements herein contained, the
Depositor, the Servicer, the Special Servicer, the Trustee, the Bond
Administrator and the other parties hereto hereby agree as follows:
<PAGE>

                                    ARTICLE I

                                   DEFINITIONS


            Section 1.01 Defined Terms. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the meanings specified in this Article.

            "63 Madison Avenue A-1 Note": With respect to the 63 Madison Avenue
Whole Loan, the related promissory note in the original principal amount of
$60,000,000 which is pari passu in right of payment to the 63 Madison Avenue
Mortgage Loan, as from time to time amended, supplemented or modified, and any
replacements therefor.

            "63 Madison Avenue Intercreditor Agreement": With respect to the 63
Madison Avenue Mortgage Loan and the 63 Madison Avenue Pari Passu Loan, that
certain intercreditor agreement, dated as of February 17, 2005, by and among the
initial holder of the 63 Madison Avenue Mortgage Loan and the initial holder of
the 63 Madison Avenue Pari Passu Loan, as from time to time amended,
supplemented or modified.

            "63 Madison Avenue Mortgage Loan": As defined in the preliminary
statement herein.

            "63 Madison Avenue Nonrecoverable Advance": Any "Nonrecoverable
Servicing Advance" (as defined in the GECMC 2005-C1 Pooling and Servicing
Agreement) made with respect to the 63 Madison Avenue Mortgage Loan pursuant to
and in accordance with the GECMC 2005-C1 Pooling and Servicing Agreement.

            "63 Madison Avenue Pari Passu Loan Noteholder": The holder of the
Note for the 63 Madison Avenue Pari Passu Loan.

            "63 Madison Avenue Pari Passu Loan": As defined in the preliminary
statement herein.

            "63 Madison Avenue Service Providers": With respect to each 63
Madison Avenue Pari Passu Loan that has been deposited into a securitization
trust, the related trustee, master servicer, special servicer, sub-servicer and
any other Person that makes principal and/or interest advances in respect of
such mortgage loan pursuant to the related pooling and servicing agreement.

            "63 Madison Avenue Whole Loan": As defined in the preliminary
statement herein.

            "Act": The Securities Act of 1933, as it may be amended from time to
time.

            "Actual/360 Mortgage Loans": The Mortgage Loans indicated as such in
the Mortgage Loan Schedule and any related Serviced Companion Loan.

            "Additional Trust Fund Expense": Any expense incurred with respect
to the Trust Fund and not otherwise included in the calculation of a Realized
Loss that would result in the Holders of Regular Certificates receiving less
than the full amount of principal and/or the Interest Accrual Amount to which
they are entitled on any Distribution Date.

            "Advance": Any P&I Advance or Property Advance.

            "Advance Interest Amount": Interest at the Advance Rate on the
aggregate amount of P&I Advances and Property Advances for which the Servicer,
the Special Servicer or the Trustee, as applicable, has not been reimbursed and
on Servicing Fees, Trustee Fees or Special Servicing Compensation for which the
Servicer, the Trustee, the Bond Administrator or the Special Servicer, as
applicable, has not been timely paid or reimbursed for the number of days from
the date on which such Advance was made or such Servicing Fees, Trustee Fees or
Special Servicing Compensation were due to the date of payment or reimbursement
of the related Advance or other such amount, less any amount of interest
previously paid on such Advance or Servicing Fees, Trustee Fees or Special
Servicing Compensation; provided, that if, during any Collection Period in which
an Advance was made, the related Borrower makes payment of an amount in respect
of which such Advance was made with interest at the Default Rate, the Advance
Interest Amount payable to the Servicer, the Special Servicer or the Trustee
shall be paid first, from the amount of Default Interest on the related Mortgage
Loan by such Borrower, second, from late payment fees on the related Mortgage
Loan by the related Borrower, and third, upon determining in good faith that
such Advance Interest Amount is not recoverable from the amounts described in
first or second, from other amounts on deposit in the Collection Account.

            "Advance Rate": A per annum rate equal to the Prime Rate (as most
recently published in the "Money Rates" section of The Wall Street Journal, New
York edition, from time to time). Interest at the Advance Rate will accrue from
(and including) the date on which the related Advance is made or the related
expense incurred to (but excluding) the date on which such amounts are recovered
out of amounts received on the Mortgage Loan as to which such Advances were made
or servicing expenses incurred or the first Servicer Remittance Date after a
determination of non-recoverability, as the case may be, is made, provided that
such interest at the Advance Rate will continue to accrue to the extent funds
are not available in the Collection Account for such reimbursement of such
Advance. Notwithstanding the foregoing, with respect to any Mortgage Loan that
has a grace period that expires after the Determination Date, such interest
shall not begin to accrue until the day succeeding the expiration date of such
grace period. Notwithstanding anything to the contrary in the Fed-Ex Bellingham
Intercreditor Agreement, the Servicer, Special Servicer and Trustee shall only
be entitled to interest on Advances at the Advance Rate hereunder.

            "Advance Recovery Report": A report substantially in the form of,
and containing the information called for in, the downloadable form of the
"Advance Recoverability Report" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be approved by
the CMSA for commercial mortgage securities transactions generally.

            "Adverse REMIC Event": Any action, that, under the REMIC Provisions,
if taken or not taken, as the case may be, could (i) endanger the status of the
Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or (ii) result in the
imposition of a tax upon the Lower-Tier REMIC or the Upper-Tier REMIC or the
Trust Fund (including but not limited to the tax on "prohibited transactions" as
defined in Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC set forth in Section 860G(d) of the Code, but not including the tax on
"net income from foreclosure property").

            "Affiliate": With respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified Person.
For the purposes of this definition, "control" when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise, and the terms "controlling" and
"controlled" have meanings correlative to the foregoing. The Bond Administrator
may obtain and together with the Trustee, may rely on an Officer's Certificate
of the Servicer, the Special Servicer or the Depositor to determine whether any
Person is an Affiliate of such party.

            "Affiliated Person": Any Person (other than a Rating Agency)
involved in the organization or operation of the Depositor or an affiliate, as
defined in Rule 405 of the Act, of such Person.

            "Agent Member": Members of, or Depository Participants in, the
Depository.

            "Agreement": This Pooling and Servicing Agreement and all amendments
hereof and supplements hereto.

            "Allocated Loan Amount": With respect to each Mortgaged Property,
the portion of the principal amount of the related Mortgage Loan allocated to
such Mortgaged Property in the applicable Mortgage, Loan Agreement or the
Mortgage Loan Schedule.

            "Annual Compliance Report": A report consisting of an annual
statement of compliance required by Section 3.14 hereof and an annual report of
an Independent accountant required pursuant to Section 3.15 hereof

            "Anticipated Repayment Date": With respect to any Mortgage Loan that
is indicated on the Mortgage Loan Schedule as having a Revised Rate, the date
upon which such Mortgage Loan commences accruing interest at such Revised Rate.

            "Anticipated Termination Date": Any Distribution Date on which it is
anticipated that the Trust Fund will be terminated pursuant to Section 9.01(c).

            "Applicable Monthly Payment": As defined in Section 4.06(a).

            "Applicable Procedures": As defined in Section 5.02(c)(ii).

            "Applicable State and Local Tax Law": For purposes hereof, the
Applicable State and Local Tax Law shall be such state or local tax laws whose
applicability shall have been brought to the attention of the Bond Administrator
by either (i) an opinion of counsel delivered to it, or (ii) written notice from
the appropriate taxing authority as to the applicability of such state or local
tax laws.

            "Appraisal": An appraisal prepared by an Independent MAI appraiser
with at least five years experience in properties of like kind and in the same
area.

            "Appraisal Reduction Amount": For any Distribution Date and for any
Mortgage Loan (other than the Non-Serviced Mortgage Loans) or any Serviced Whole
Loan, an amount calculated by the Special Servicer by the first Determination
Date following the date the Special Servicer receives the required Appraisal or
performs the required Small Loan Appraisal Estimate equal to the excess, if any,
of (a) the Stated Principal Balance of such Mortgage Loan or the applicable
Serviced Whole Loan over (b) the excess of (i) 90% of the sum of the appraised
values (net of any prior mortgage liens but including all escrows and reserves
(other than escrows and reserves for taxes and insurance)) of the related
Mortgaged Properties securing such Mortgage Loan or the applicable Serviced
Whole Loan as determined by Updated Appraisals obtained by the Special Servicer
(the costs of which shall be paid by the Servicer as a Property Advance) minus
any downward adjustments the Special Servicer deems appropriate (without
implying any duty to do so) based upon its review of the Appraisal and any other
information it may deem appropriate (or, in the case of Mortgage Loans or
Serviced Whole Loans having a Stated Principal Balance under $2,000,000, 90% of
the sum of the Small Loan Appraisal Estimates of the related Mortgaged
Properties (as described below)) over (ii) the sum of (A) to the extent not
previously advanced by the Servicer or the Trustee, all unpaid interest on such
Mortgage Loan or the applicable Serviced Whole Loan at a per annum rate equal to
the Mortgage Rate (or with respect to the applicable Serviced Whole Loan, the
weighted average of the Mortgage Rate for the related Mortgage Loan(s) and
Serviced Companion Loans), (B) all unreimbursed Property Advances and the
principal portion of all unreimbursed P&I Advances, and all unpaid interest on
Advances at the Advance Rate, in respect of such Mortgage Loan or the applicable
Serviced Whole Loan, (C) any other unpaid Additional Trust Fund Expenses in
respect of such Mortgage Loan or the applicable Serviced Whole Loan (but subject
to the provisions of Section 1.02(e)) and (D) all currently due and unpaid real
estate taxes, ground rents and assessments and insurance premiums (net of any
escrows and reserves therefor) and all other amounts due and unpaid with respect
to such Mortgage Loan or the applicable Serviced Whole Loan (which taxes,
premiums (net of any escrows and reserves therefor) and other amounts have not
been the subject of an Advance by the Servicer, the Special Servicer or the
Trustee, as applicable); provided, however, without limiting the Special
Servicer's obligation to order and obtain such Appraisal, if the Special
Servicer has not obtained the Updated Appraisal or Small Loan Appraisal
Estimate, as applicable, referred to above within 90 days of the Appraisal
Reduction Event, the Appraisal Reduction Amount shall be deemed to be an amount
equal to 25% of the current Stated Principal Balance of the related Mortgage
Loan or the applicable Serviced Whole Loan until such time as such Updated
Appraisal or Small Loan Appraisal Estimate referred to above is received and the
Appraisal Reduction Amount is calculated. Notwithstanding the foregoing, within
60 days after the Appraisal Reduction Event (or in the case of an Appraisal
Reduction Event occurring by reason of clause (ii) of the definition thereof, 30
days) (A) with respect to Mortgage Loans (other than the Non-Serviced Mortgage
Loans) or an applicable Serviced Whole Loan having a Stated Principal Balance of
$2,000,000 or higher, the Special Servicer shall obtain an Updated Appraisal or
(B) with respect to Mortgage Loans (other than the Non-Serviced Mortgage Loans)
or an applicable Serviced Whole Loan having a Stated Principal Balance of less
than $2,000,000, the Special Servicer, at its option, shall (i) provide a Small
Loan Appraisal Estimate within the same time period as an Appraisal would
otherwise be required and such Small Loan Appraisal Estimate shall be used in
lieu of an Appraisal to calculate the Appraisal Reduction Amount for such
Mortgage Loans or applicable Serviced Whole Loan; or (ii) with the consent of
the Controlling Class Representative, obtain an Updated Appraisal. On the first
Distribution Date occurring on or after the delivery of such Updated Appraisal,
the Special Servicer shall adjust the Appraisal Reduction Amount to take into
account such Updated Appraisal (regardless of whether the Updated Appraisal is
higher or lower than the Small Loan Appraisal Estimate). Each Appraisal
Reduction Amount shall also be adjusted to take into account any subsequent
Small Loan Appraisal Estimate or Updated Appraisal, as applicable, and any
annual letter updates, as of the date of each such subsequent Small Loan
Appraisal Estimate, Updated Appraisal or letter update, as applicable. With
respect to each Mortgage Loan that is cross-collateralized with any other
Mortgage Loan, the value of each Mortgaged Property that is security for each
Mortgage Loan in such cross-collateralized group, as well as the outstanding
amounts under each such Mortgage Loan shall be taken into account when
calculating such Appraisal Reduction Amount.

            At any time that an Appraisal Reduction Amount exists with respect
to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), the Controlling
Class Representative may, at its own expense, obtain and deliver to the
Servicer, the Special Servicer and the Trustee an Appraisal that satisfies the
requirements of an "Updated Appraisal," and upon the written request of the
Controlling Class Representative, the Special Servicer shall, subject to the
Servicing Standard, recalculate the Appraisal Reduction Amount in respect of
such Mortgage Loan or the applicable Serviced Whole Loan based on such Appraisal
(but subject to any downward adjustment by the Special Servicer as provided in
the definition of Appraisal Reduction Amount) and shall notify the Trustee, the
Servicer, the Controlling Class Representative and the Directing
Certificateholder of such recalculated Appraisal Reduction Amount.

            Notwithstanding anything herein to the contrary, (a) the aggregate
Appraisal Reduction Amount related to a Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or a Serviced Whole Loan or the related REO Property will be
reduced to zero as of the date the related Mortgage Loan or Serviced Whole Loan
is paid in full, liquidated, repurchased or otherwise removed from the Trust
Fund and (b) except as otherwise expressly noted, the terms of this definition
of "Appraisal Reduction" shall not be applicable to the Non-Serviced Whole
Loans.

            Each Serviced Whole Loan will be treated as a single mortgage loan
for purposes of calculating an Appraisal Reduction Amount with respect to the
mortgage loans that comprise such Serviced Whole Loan. Any Appraisal Reduction
Amount in respect of the 63 Madison Avenue Mortgage Loan and the Lakeside Mall
Mortgage Loan shall be calculated by the GECMC 2005-C1 Special Servicer in
accordance with and pursuant to the terms of the GECMC 2005-C1 Pooling and
Servicing Agreement.

            Any Appraisal Reduction Amount on the General Motors Building Whole
Loan shall be deemed allocated, first, to the General Motors Building B Loan
and, then, to the General Motors Building Senior Loans, pro rata, based on each
such loan's Stated Principal Balance. Any Appraisal Reduction Amount on the
Wellpoint Office Tower Whole Loan shall be deemed allocated, pro rata, to the
Wellpoint Office Mortgage Loan and the Wellpoint Office Pari Passu Loans based
on each such loan's Stated Principal Balance. Any Appraisal Reduction Amount on
the Loews Miami Beach Whole Loan shall be deemed allocated, pro rata, to the
Loews Miami Beach Mortgage Loan and the Loews Miami Beach Pari Passu Loans based
on each such loan's Stated Principal Balance. Any Appraisal Reduction Amount on
the FedEx-Bellingham Whole Loan shall be deemed allocated, first to the
FedEx-Bellingham B Loan (up to the full principal balance thereof) and second,
to the FedEx-Bellingham Mortgage Loan.

            "Appraisal Reduction Event": With respect to any Mortgage Loan
(other than the Non-Serviced Mortgage Loans) or Serviced Whole Loan, the first
Distribution Date following the earliest of (i) the date on which such Mortgage
Loan or Serviced Whole Loan becomes a Modified Mortgage Loan, (ii) the 90th day
following the occurrence of any uncured delinquency in Monthly Payments with
respect to such Mortgage Loan or Serviced Whole Loan, (iii) receipt of notice
that the related Borrower has filed a bankruptcy petition or the date on which a
receiver is appointed and continues in such capacity in respect of a Mortgaged
Property securing such Mortgage Loan or Serviced Whole Loan or 60 days after the
Borrower becomes the subject of involuntary bankruptcy proceedings and such
proceedings are not dismissed, (iv) the date on which the Mortgaged Property
securing such Mortgage Loan or Serviced Whole Loan becomes an REO Property, (v)
the 60th day after the third anniversary of any extension of a Mortgage Loan or
a Serviced Whole Loan and (vi) with respect to a Balloon Loan, a payment default
shall have occurred with respect to the related Balloon Payment; provided,
however, if (a) the related Borrower is diligently seeking a refinancing
commitment (and delivers a statement to that effect to the Servicer, who shall
promptly deliver a copy to the Special Servicer and the Controlling Class
Representative within 30 days after the default), (b) the related Borrower
continues to make its Assumed Scheduled Payment, (c) no other Servicing Transfer
Event has occurred with respect to that Mortgage Loan or Serviced Whole Loan and
(d) the Controlling Class Representative consents, an Appraisal Reduction Event
will not occur until 60 days beyond the related maturity date; and provided,
further, if the related Borrower has delivered to the Servicer, who shall
promptly deliver a copy to the Special Servicer and the Controlling Class
Representative, on or before the 60th day after the related Maturity Date, a
refinancing commitment reasonably acceptable to the Special Servicer and the
Controlling Class Representative, and the Borrower continues to make its Assumed
Scheduled Payments (and no other Servicing Transfer Event has occurred with
respect to that Mortgage Loan or Serviced Whole Loan), an Appraisal Reduction
Event will not occur until the earlier of (1) 120 days beyond the related
Maturity Date and (2) the termination of the refinancing commitment. The Special
Servicer shall notify the Servicer promptly upon the occurrence of any of the
foregoing events with respect to any Specially Serviced Loan.

            "ARD Loan": Any Mortgage Loan the terms of which provide that if,
after an Anticipated Repayment Date, the borrower has not prepaid such Mortgage
Loan in full, any principal outstanding on that date will accrue interest at the
Revised Rate rather than the Initial Rate.

            "Asset Status Report": As defined in Section 3.26(f).

            "Assignment of Leases, Rents and Profits": With respect to any
Mortgaged Property, any assignment of leases, rents and profits or similar
agreement executed by the Borrower, assigning to the mortgagee all of the
income, rents and profits derived from the ownership, operation, leasing or
disposition of all or a portion of such Mortgaged Property, in the form which
was duly executed, acknowledged and delivered, as amended, modified, renewed or
extended through the date hereof and from time to time hereafter.

            "Assignment of Mortgage": An assignment of Mortgage without
recourse, notice of transfer or equivalent instrument, in recordable form, which
is sufficient under the laws of the jurisdiction in which the related Mortgaged
Property is located to reflect of record the sale of the Mortgage, which
assignment, notice of transfer or equivalent instrument may be in the form of
one or more blanket assignments covering Mortgages encumbering Mortgaged
Properties located in the same jurisdiction, if permitted by law and acceptable
for recording.

            "Assumed Scheduled Payment": With respect to any Mortgage Loan that
is delinquent in respect of its Balloon Payment (including any REO Loan as to
which the Balloon Payment would have been past due), an amount equal to the sum
of (a) the principal portion of the Monthly Payment that would have been due on
such Mortgage Loan on the related Due Date (or portion thereof not received),
based on the constant Monthly Payment that would have been due on such Mortgage
Loan on the related Due Date based on the constant payment required by the
related Note or the amortization or payment schedule thereof (as calculated with
interest at the related Mortgage Rate) (if any), assuming such Balloon Payment
had not become due, after giving effect to any prior modification, and (b)
interest at the applicable Net Mortgage Pass-Through Rate.

            "Assumption Fees": Any fees collected by the Servicer or Special
Servicer in connection with an assumption or modification of a Mortgage Loan or
a Serviced Whole Loan or substitution of a Borrower (or an interest therein)
thereunder (in each case, as set forth in the related Loan Documents) permitted
to be executed under the provisions of this Agreement.

            "Authenticating Agent": Any authenticating agent appointed by the
Bond Administrator pursuant to Section 3.20.

            "Available Funds": For a Distribution Date, the sum of (i) all
previously undistributed Monthly Payments or other receipts on account of
principal and interest (including Unscheduled Payments and any Net REO Proceeds,
if any, transferred from an REO Account pursuant to Section 3.17(b), but
excluding any Excess Liquidation Proceeds) on or in respect of the Mortgage
Loans in the Mortgage Pool, received by or on behalf of the Servicer in the
Collection Period relating to such Distribution Date, (ii) all P&I Advances made
by the Servicer or the Trustee, as applicable, in respect of the Mortgage Loans
in the Mortgage Pool as of such Distribution Date, (iii) all other amounts
received by the Servicer in such Collection Period (including the portion of
Loss of Value Payments deposited into the Collection Account pursuant to Section
3.06(f)) and required to be placed in the Collection Account by the Servicer
pursuant to Section 3.05 allocable to the Mortgage Pool, (iv) without
duplication, any late Monthly Payments on or in respect of the Mortgage Loans in
the Mortgage Pool received after the end of the Collection Period relating to
such Distribution Date but prior to the close of business on the Business Day
prior to the related Servicer Remittance Date, (v) any Servicer Prepayment
Interest Shortfalls remitted by the Servicer to the Collection Account in
respect of the Mortgage Pool and (vi) with respect to the Distribution Date in
March of each calendar year, the Withheld Amounts deposited in the Interest
Reserve Account by the Bond Administrator in accordance with Section 3.05(f) and
(vii) with respect to the first Distribution Date, the Interest Deposit Amount,
but excluding the following:

            (a) amounts with respect to the Mortgage Pool permitted to be used
to reimburse the Servicer, the Special Servicer or the Trustee, as applicable,
for previously unreimbursed Advances and Workout-Delayed Reimbursement Amounts
and interest thereon as described in Section 3.06;

            (b) those portions of each payment of interest which represent the
applicable Servicing Fee and Trustee Fee and an amount representing any
applicable Special Servicing Compensation, in each case with respect to the
Mortgage Pool;

            (c) all amounts in the nature of late payment fees (to the extent
not applied to the reimbursement of the Advance Interest Amount and/or
Additional Trust Fund Expenses as provided in Section 3.06 hereof), Net
Prepayment Interest Excess, Net Default Interest, extension fees, loan service
transaction fees, demand fees, beneficiary statement charges, Assumption Fees
and similar fees on the Mortgage Loans in the Mortgage Pool, which the Servicer
or the Special Servicer is entitled to retain as Servicing Compensation or
Special Servicing Compensation, respectively;

            (d) all amounts representing scheduled Monthly Payments on Mortgage
Loans in the Mortgage Pool due after the related Due Date;

            (e) that portion of Net Liquidation Proceeds, Net Insurance Proceeds
and Net Condemnation Proceeds with respect to a Mortgage Loan in the Mortgage
Pool which represents any unpaid Servicing Fee, Trustee Fee (including the Bond
Administrator Fee) and Special Servicing Compensation, to which the Servicer,
any sub-servicer, Trustee, the Bond Administrator and/or the Special Servicer
are entitled;

            (f) all amounts with respect to the Mortgage Pool representing
certain expenses reimbursable or payable to the Servicer, the Special Servicer,
the Bond Administrator or the Trustee and other amounts permitted to be retained
by the Servicer or withdrawn by the Servicer from the Collection Account to the
extent expressly set forth in this Agreement (including, without limitation, as
provided in Section 3.06 and including any indemnities provided for herein),
including interest thereon as expressly provided in this Agreement;

            (g) any interest or investment income on funds on deposit in the
Collection Account or any interest on Permitted Investments in which such funds
may be invested;

            (h) all amounts received with respect to each Mortgage Loan in the
Mortgage Pool previously purchased, repurchased or replaced from the Trust Fund
pursuant to Sections 2.03(d), 3.18 or 9.01 during the related Collection Period
and subsequent to the date as of which such Mortgage Loan was purchased,
repurchased or replaced;

            (i) the amount reasonably determined by the Bond Administrator to be
necessary to pay any applicable federal, state or local taxes imposed on the
Upper-Tier REMIC or the Lower-Tier REMIC allocable to the Mortgage Pool under
the circumstances and to the extent described in Section 4.05;

            (j) Excess Interest;

            (k) Prepayment Premiums and Yield Maintenance Charges with respect
to the Mortgage Loans in the Mortgage Pool; and

            (l) with respect to the Distribution Date occurring in (A) January
of each calendar year that is not a leap year and (B) February of each calendar
year, in each case, unless such Distribution Date is the final Distribution
Date, the Withheld Amounts deposited in the Interest Reserve Account by the Bond
Administrator in accordance with Section 3.05(f).

            "B Loan": The General Motors Building B Loan and/or the
FedEx-Bellingham B Loan, as applicable and as the context may require.

            "Balloon Loan": Any Mortgage Loan or Serviced Whole Loan that
requires a payment of principal on the maturity date in excess of its constant
Monthly Payment.

            "Balloon Payment": With respect to each Balloon Loan, the scheduled
payment of principal due on the Maturity Date (less principal included in the
applicable amortization schedule or scheduled Monthly Payment).

            "Base Interest Fraction": With respect to any Principal Prepayment
on any Mortgage Loan and any of the Class A-1, Class A-2, Class A-3, Class A-SB,
Class A-4, Class A-1A, Class A-J, Class B, Class C, Class D, Class E, Class F,
Class G and Class H Certificates, a fraction (not greater than 1) (a) whose
numerator is the greater of zero and the amount, if any, by which (i) the
Pass-Through Rate on such Class of Certificates exceeds (ii) the yield rate (as
provided by the Servicer) used in calculating the Prepayment Premium or Yield
Maintenance Charge, as applicable, with respect to such Principal Prepayment and
(b) whose denominator is the amount, if any, by which the (i) Mortgage Rate on
such Mortgage Loan exceeds (ii) the yield rate (as provided by the Servicer)
used in calculating the Prepayment Premium or Yield Maintenance Charge, as
applicable, with respect to such Principal Prepayment; provided, however, that
if such yield rate is greater than or equal to the lesser of (x) the Mortgage
Rate on such Mortgage Loan and (y) the Pass-Through Rate described in clause
(a)(i) above, then the Base Interest Fraction shall be zero.

            "Beneficial Owner": With respect to a Global Certificate, the Person
who is the beneficial owner of such Certificate as reflected on the books of the
Depository or on the books of a Person maintaining an account with such
Depository (directly as a Depository Participant or indirectly through a
Depository Participant, in accordance with the rules of such Depository) with
respect to such Classes. Each of the Trustee, the Bond Administrator and the
Servicer shall have the right to require, as a condition to acknowledging the
status of any Person as a Beneficial Owner under this Agreement, that such
Person provide evidence at its expense of its status as a Beneficial Owner
hereunder.

            "Bond Administrator": LaSalle Bank National Association, and its
successor in interest.

            "Bond Administrator Fee": The portion of the Trustee Fee calculated
at a rate equal to 0.00081% per annum payable to the Bond Administrator pursuant
to the terms hereof.

            "Borrower": With respect to any Mortgage Loan, Companion Loan or
Serviced Whole Loan, any obligor or obligors on any related Note or Notes.

            "Borrower Account": As defined in Section 3.07(a).

            "Breach": As defined in Section 2.03(d).

            "Business Day": Any day other than (i) a Saturday or a Sunday, (ii)
a legal holiday in New York, New York, Pittsburgh, Pennsylvania, or the
principal cities in which the Servicer, Special Servicer, the Trustee or the
Bond Administrator conducts servicing or trust operations or (iii) a day on
which banking institutions or savings associations in New York, New York or
Pittsburgh, Pennsylvania are authorized or obligated by law or executive order
to be closed.

            "Cash Collateral Account": With respect to any Mortgage Loan or
Serviced Whole Loan that has a Lock-Box Account, any account or accounts created
pursuant to the related Mortgage, Loan Agreement, Cash Collateral Account
Agreement or other Loan Document into which the Lock-Box Account monies are
swept on a regular basis for the benefit of the Trustee as successor to the
related Mortgage Loan Seller. Any Cash Collateral Account shall be beneficially
owned for federal income tax purposes by the Person who is entitled to receive
all reinvestment income or gain thereon in accordance with the terms and
provisions of the related Mortgage Loan and Section 3.07, which Person shall be
taxed on all reinvestment income or gain thereon in accordance with the terms of
the related Mortgage Loan or Serviced Whole Loan. The Servicer shall be
permitted to make withdrawals therefrom for deposit into the Collection Account
or the applicable Serviced Whole Loan Collection Account, as applicable. To the
extent not inconsistent with the terms of the related Loan Documents, each such
Cash Collateral Account shall be an Eligible Account.

            "Cash Collateral Account Agreement": With respect to any Mortgage
Loan or Serviced Whole Loan, the cash collateral account agreement, if any,
between the related Originator and the related Borrower, pursuant to which the
related Cash Collateral Account, if any, may have been established.

            "Certificate": Any Class A-1, Class A-2, Class A-3, Class A-SB,
Class A-4, Class A-1A, Class X-C, Class X-P, Class A-J, Class B, Class C, Class
D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class
N, Class O, Class P, Class GMB-1, Class GMB-2, Class GMB-3, Class GMB-4, Class
Q, Class R or Class LR Certificate issued, authenticated and delivered
hereunder.

            "Certificate Balance": With respect to any Class of Certificates
(other than the Class X-C, Class X-P, Class Q, Class R and Class LR
Certificates) (a) on or prior to the first Distribution Date, an amount equal to
the aggregate initial Certificate Balance of such Class, as specified in the
Preliminary Statement hereto, (b) as of any date of determination after the
first Distribution Date, the Certificate Balance of such Class of Certificates
on the Distribution Date immediately prior to such date of determination less
any distributions allocable to principal and any allocations of Realized Losses
or Class GMB Collateral Support Deficits made thereon on such prior Distribution
Date.

            "Certificate Custodian": Initially, the Bond Administrator;
thereafter, any other Certificate Custodian acceptable to the Depository and
selected by the Bond Administrator.

            "Certificate Register" and "Certificate Registrar": The register
maintained and the registrar appointed pursuant to Section 5.02.

            "Certificateholder": The Person whose name is registered in the
Certificate Register subject to the following:

            (a) except as provided in clauses (b) and (d), for the purpose of
giving any consent or taking any action pursuant to this Agreement, any
Certificate beneficially owned by the Depositor, the Servicer, the Special
Servicer, the Trustee, the Bond Administrator, a Manager or a Borrower or any
Person known to a Responsible Officer of the Certificate Registrar to be an
Affiliate of any thereof shall be deemed not to be outstanding and the Voting
Rights to which it is entitled shall not be taken into account in determining
whether the requisite percentage of Voting Rights necessary to effect any such
consent or take any such action has been obtained;

            (b) for purposes of obtaining the consent of Certificateholders to
an amendment of this Agreement, any Certificates beneficially owned by the
Servicer or the Special Servicer or an Affiliate thereof shall be deemed to be
outstanding, unless such amendment relates to compensation of the Servicer or
the Special Servicer or benefits the Servicer or the Special Servicer (in its
capacity as such) or any Affiliate thereof (other than solely in its capacity as
Certificateholder) in any material respect, in which case such Certificates
shall be deemed not to be outstanding;

            (c) except as provided in clause (d) below, for purposes of
obtaining the consent of Certificateholders to any action proposed to be taken
by the Special Servicer with respect to a Specially Serviced Loan, any
Certificates beneficially owned by the Special Servicer or an Affiliate thereof
shall be deemed not to be outstanding;

            (d) for the purpose of exercising its rights as a member of the
Controlling Class or as a Controlling Class Representative (if applicable), any
Certificate beneficially owned by the Special Servicer or an Affiliate thereof
will be deemed outstanding; and

            (e) for purposes of providing or distributing any reports,
statements or other information required or permitted to be provided to a
Certificateholder hereunder, a Certificateholder shall include any Beneficial
Owner, or (subject to a confidentiality agreement attached hereto as Exhibit V)
any Person identified by a Beneficial Owner as a prospective transferee of a
Certificate beneficially owned by such Beneficial Owner, but only if the Bond
Administrator or another party hereto furnishing such report, statement or
information has been provided with the name of the Beneficial Owner of the
related Certificate or the Person identified as a prospective transferee
thereof. For purposes of the foregoing, the Depositor, the Servicer, the Special
Servicer, the Trustee, the Bond Administrator, the Paying Agent or other such
Person may rely, without limitation, on a Depository Participant listing from
the Depository or statements furnished by a Person that on their face appear to
be statements from a Depository Participant to such Person indicating that such
Person beneficially owns Certificates.

            "Class": With respect to the Certificates or Lower-Tier Regular
Interests, all of the Certificates or Lower-Tier Regular Interests bearing the
same alphabetical and numerical Class designation.

            "Class A-1 Certificate": Any one of the Certificates executed and
authenticated by the Bond Administrator or the Authenticating Agent on behalf of
the Depositor in substantially the form set forth in Exhibit A-1 hereto.

            "Class A-1 Pass-Through Rate": A per annum rate equal to 4.2350%.

            "Class A-1A Certificate": Any one of the Certificates executed and
authenticated by the Bond Administrator or the Authenticating Agent on behalf of
the Depositor in substantially the form set forth in Exhibit A-2 hereto.

            "Class A-1A Pass-Through Rate": A per annum rate equal to the lesser
of 4.8970% and the Weighted Average Net Mortgage Pass-Through Rate.

            "Class A-1AL-1 Component": One of the 57 Components of the Class X-C
Certificates having a Notional Amount equal to the Lower-Tier Balance of the
Class A-1AL-1 Interest.

            "Class A-1AL-1 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class A-1AL-2 Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class A-1AL-2 Interest.

            "Class A-1AL-2 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class A-1AL-3 Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class A-1AL-3 Interest.

            "Class A-1AL-3 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class A-1AL-4 Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class A-1AL-4 Interest.

            "Class A-1AL-4 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class A-1AL-5 Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class A-1AL-5 Interest.

            "Class A-1AL-5 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class A-1AL-6 Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class A-1AL-6 Interest.

            "Class A-1AL-6 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class A-1AL-7 Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class A-1AL-7 Interest.

            "Class A-1AL-7 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class A-1AL-8 Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class A-1AL-8 Interest.

            "Class A-1AL-8 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class A-1AL-9 Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class A-1AL-9 Interest.

            "Class A-1AL-9 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class A-1AL-10 Component": One of the 57 Components of the Class
X-C Certificates and one of the 51 Components of the Class X-P Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the Class A-1AL-10
Interest.

            "Class A-1AL-10 Interest": A regular interest in the Lower-Tier
REMIC entitled to monthly distributions payable thereto pursuant to Section
4.01.

            "Class A-1AL-11 Component": One of the 57 Components of the Class
X-C Certificates and one of the 51 Components of the Class X-P Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the Class A-1AL-11
Interest.

            "Class A-1AL-11 Interest": A regular interest in the Lower-Tier
REMIC entitled to monthly distributions payable thereto pursuant to Section
4.01.

            "Class A-1AL-12 Component": One of the 57 Components of the Class
X-C Certificates and one of the 51 Components of the Class X-P Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the Class A-1AL-12
Interest.

            "Class A-1AL-12 Interest": A regular interest in the Lower-Tier
REMIC entitled to monthly distributions payable thereto pursuant to Section
4.01.

            "Class A-1AL-13 Component": One of the 57 Components of the Class
X-C Certificates and one of the 51 Components of the Class X-P Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the Class A-1AL-13
Interest.

            "Class A-1AL-13 Interest": A regular interest in the Lower-Tier
REMIC entitled to monthly distributions payable thereto pursuant to Section
4.01.

            "Class A-1AL-14 Component": One of the 57 Components of the Class
X-C Certificates and one of the 51 Components of the Class X-P Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the Class A-1AL-14
Interest.

            "Class A-1AL-14 Interest": A regular interest in the Lower-Tier
REMIC entitled to monthly distributions payable thereto pursuant to Section
4.01.

            "Class A-1L-1 Component": One of the 57 Components of the Class X-C
Certificates having a Notional Amount equal to the Lower-Tier Balance of the
Class A-1L-1 Interest.

            "Class A-1L-1 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class A-1L-2 Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class A-1L-2 Interest.

            "Class A-1L-2 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

      "Class  A-1L-3  Component":  One of the 57 Components of the
Class X-C Certificates and one of the 51 Components of the Class X-P
Certificates, having a Notional Amount equal to the Lower-Tier Balance of the
Class A-1L-3 Interest.

            "Class A-1L-3 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class A-2 Certificate": Any one of the Certificates executed and
authenticated by the Bond Administrator or the Authenticating Agent on behalf of
the Depositor in substantially the form set forth in Exhibit A-3 hereto.

            "Class A-2 Pass-Through Rate": A per annum rate equal to 4.6300%.

            "Class A-2L-1 Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class A-2L-1 Interest.

            "Class A-2L-1 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class A-2L-2 Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class A-2L-2 Interest.

            "Class A-2L-2 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class A-2L-3 Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class A-2L-3 Interest.

            "Class A-2L-3 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class A-2L-4 Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class A-2L-4 Interest.

            "Class A-2L-4 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class A-2L-5 Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class A-2L-5 Interest.

            "Class A-2L-5 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class A-2L-6 Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class A-2L-6 Interest.

            "Class A-2L-6 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class A-2L-7 Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class A-2L-7 Interest.

            "Class A-2L-7 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class A-3 Certificate": Any one of the Certificates executed and
authenticated by the Bond Administrator or the Authenticating Agent on behalf of
the Depositor in substantially the form set forth in Exhibit A-4 hereto.

            "Class A-3 Pass-Through Rate": A per annum rate equal to 4.8200%.

            "Class A-3L Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class A-3L Interest.

            "Class A-3L Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class A-4 Certificate": Any one of the Certificates executed and
authenticated by the Bond Administrator or the Authenticating Agent on behalf of
the Depositor in substantially the form set forth in Exhibit A-6 hereto.

            "Class A-4 Pass-Through Rate": A per annum rate equal to the lesser
of the Weighted Average Net Mortgage Pass-Through Rate and 4.9820%.

            "Class A-4L-1 Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class A-4L-1 Interest.

            "Class A-4L-1 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class A-4L-2 Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class A-4L-2 Interest.

            "Class A-4L-2 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class A-4L-3 Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class A-4L-3 Interest.

            "Class A-4L-3 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class A-4L-4 Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class A-4L-4 Interest.

            "Class A-4L-4 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class A-4L-5 Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class A-4L-5 Interest.

            "Class A-4L-5 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class A-SB Certificate": Any one of the Certificates executed and
authenticated by the Bond Administrator or the Authenticating Agent on behalf of
the Depositor in substantially the form set forth in Exhibit A-5 hereto.

            "Class A-SB Pass-Through Rate": A per annum rate equal to 4.8670%.

            "Class A-SBL-1 Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class A-SBL-1 Interest.

            "Class A-SBL-1 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class A-SBL-2 Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class A-SBL-2 Interest.

            "Class A-SBL-2 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class A-J Certificate": Any one of the Certificates executed and
authenticated by the Bond Administrator or the Authenticating Agent on behalf of
the Depositor in substantially the form set forth in Exhibit A-9 hereto.

            "Class A-J Pass-Through Rate": A per annum rate equal to the lesser
of 5.0460% and the Weighted Average Net Mortgage Pass-Through Rate.

            "Class A-JL Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class A-JL Interest.

            "Class A-JL Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class B Certificate": Any one of the Certificates executed and
authenticated by the Bond Administrator or the Authenticating Agent on behalf of
the Depositor in substantially the form set forth in Exhibit A-10 hereto.

            "Class B Pass-Through Rate": A per annum rate equal to the lesser of
5.1050% and the Weighted Average Net Mortgage Pass-Through Rate.

            "Class B-L Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class B-L Interest.

            "Class B-L Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class C Certificate": Any one of the Certificates executed and
authenticated by the Bond Administrator or the Authenticating Agent on behalf of
the Depositor in substantially the form set forth in Exhibit A-11 hereto.

            "Class C Pass-Through Rate": A per annum rate equal to the Weighted
Average Net Mortgage Pass-Through Rate minus 0.2440%.

            "Class C-L Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class C-L Interest.

            "Class C-L Interest": A regular interest in the Lower-Tier REMIC
entitled to the monthly distributions payable thereto pursuant to Section 4.01.

            "Class D Certificate": Any one of the Certificates executed and
authenticated by the Bond Administrator or the Authenticating Agent on behalf of
the Depositor in substantially the form set forth in Exhibit A-12 hereto.

            "Class D Pass-Through Rate": A per annum rate equal to the Weighted
Average Net Mortgage Pass-Through Rate minus 0.2040%.

            "Class D-L-1 Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class D-L-1 Interest.

            "Class D-L-1 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class D-L-2 Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class D-L-2 Interest.

            "Class D-L-2 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class E Certificate": Any one of the Certificates executed and
authenticated by the Bond Administrator or the Authenticating Agent on behalf of
the Depositor in substantially the form set forth in Exhibit A-13 hereto.

            "Class E Pass-Through Rate": A per annum rate equal to the Weighted
Average Net Mortgage Pass-Through Rate minus 0.1060%.

            "Class E-L-1 Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class E-L-1 Interest.

            "Class E-L-1 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class E-L-2 Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class E-L-2 Interest.

            "Class E-L-2 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class E-L-3 Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class E-L-3 Interest.

            "Class E-L-3 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class E-L-4 Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class E-L-4 Interest.

            "Class E-L-4 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class F Certificate": Any one of the Certificates executed and
authenticated by the Bond Administrator or the Authenticating Agent on behalf of
the Depositor in substantially the form set forth in Exhibit A-14 hereto.

            "Class F Pass-Through Rate": A per annum rate equal to the Weighted
Average Net Mortgage Pass-Through Rate.

            "Class F-L-1 Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class F-L-1 Interest.

            "Class F-L-1 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class F-L-2 Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class F-L-2 Interest.

            "Class F-L-2 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class F-L-3 Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class F-L-3 Interest.

            "Class F-L-3 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class G Certificate": Any one of the Certificates executed and
authenticated by the Bond Administrator or the Authenticating Agent on behalf of
the Depositor in substantially the form set forth in Exhibit A-15 hereto.

            "Class G Pass-Through Rate": A per annum rate equal to the Weighted
Average Net Mortgage Pass-Through Rate.

            "Class G-L-1 Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class G-L-1 Interest.

            "Class G-L-1 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class G-L-2 Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class G-L-2 Interest.

            "Class G-L-2 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class GMB Available Funds": For any Distribution Date, the sum of
(i) all previously undistributed Monthly Payments or other receipts on account
of principal and interest (including Unscheduled Payments and any Net REO
Proceeds, if any, transferred from an REO Account pursuant to Section 3.17(b),
but excluding any Excess Liquidation Proceeds) on or in respect of the General
Motors Building B Loan, received by or on behalf of the Servicer in the
Collection Period relating to such Distribution Date, (ii) all P&I Advances made
by the Servicer or the Trustee, as applicable, in respect of the General Motors
Building B Loan as of such Distribution Date, (iii) all other amounts received
by the Servicer in such Collection Period and required to be placed in the
related Serviced Whole Loan Collection Account by the Servicer pursuant to
Section 3.05 allocable to the General Motors Building B Loan (and the portion of
Loss of Value Payments with respect to the General Motors Building B Loan
deposited into the Collection Account pursuant to Section 3.06(f)), (iv) without
duplication, any late Monthly Payments on or in respect of the General Motors
Building B Loan received after the end of the Collection Period relating to such
Distribution Date but prior to the close of business on the Business Day prior
to the related Servicer Remittance Date, and (v) any Servicer Prepayment
Interest Shortfalls remitted by the Servicer pursuant to Section 3.19(c) that
are related to the General Motors Building B Loan, but excluding the following:

            (a) those portions of each payment of interest which represent the
applicable Servicing Fee and Trustee Fee and an amount representing any
applicable Special Servicing Compensation, in each case with respect to the
General Motors Building B Loan, and with respect to other portions of the
General Motors Building Whole Loan, to the extent permitted to be withdrawn from
funds allocable to the General Motors Building B Loan pursuant to Section 3.06
hereof;

            (b) all amounts in the nature of late payment fees (to the extent
not applied to the reimbursement of the Advance Interest Amount and/or
Additional Trust Fund Expenses as provided in Section 3.06 hereof), Net
Prepayment Interest Excess, Net Default Interest, extension fees, loan service
transaction fees, demand fees, beneficiary statement charges, Assumption Fees
and similar fees on the General Motors Building B Loan, which the Servicer or
the Special Servicer is entitled to retain as Servicing Compensation or Special
Servicing Compensation, respectively;

            (c) all amounts representing scheduled Monthly Payments on the
General Motors Building B Loan due after the related Due Date;

            (d) that portion of Net Liquidation Proceeds, Net Insurance Proceeds
and Net Condemnation Proceeds with respect to the General Motors Building B Loan
which represents any unpaid Servicing Fee, Trustee Fee (including the Bond
Administrator Fee) and Special Servicing Compensation with respect to the
General Motors Building B Loan , and with respect to other portions of the
General Motors Building Whole Loan, to which the Servicer, any sub-servicer,
Trustee, the Bond Administrator and/or the Special Servicer are entitled, to the
extent such funds with respect to the Mortgage Loan are permitted to be applied
to pay such amount pursuant to Section 3.06 hereof;

            (e) all amounts representing certain expenses reimbursable or
payable to the Servicer, the Special Servicer, the Bond Administrator or the
Trustee with respect to the General Motors Building B Loan, or with respect to
other portions of the General Motors Building Whole Loan, to the extent
permitted to be withdrawn from funds allocable to the General Motors Building B
Loan pursuant to Section 3.06 hereof, and other amounts permitted to be retained
by the Servicer or withdrawn by the Servicer from amounts in the related
Serviced Whole Loan Collection Account allocable to the General Motors Building
B Loan (including any indemnities provided for herein), including interest
thereon as expressly provided in this Agreement;

            (f) any interest or investment income on funds on deposit in the
related Serviced Whole Loan Collection Account or any interest on Permitted
Investments in which such funds may be invested;

            (g) all amounts received with respect to the General Motors Building
B Loan if it was previously purchased, repurchased or replaced from the Trust
Fund pursuant to Sections 2.03(d), 3.18 or 9.01 during the related Collection
Period and subsequent to the date as of which the General Motors Building B Loan
was purchased, repurchased or replaced;

            (h) the amount reasonably determined by the Bond Administrator to be
necessary to pay any applicable federal, state or local taxes imposed on the
Upper-Tier REMIC or the Lower-Tier REMIC allocable to the General Motors
Building B Loan under the circumstances and to the extent described in Section
4.05;

            (i) Prepayment Premiums and Yield Maintenance Charges with respect
to the General Motors Building B Loan; and

            (j) amounts allocated under the General Motors Building Agreement
Among Noteholders to the reimbursement of cure payments made pursuant to the
General Motors Building Agreement Among Noteholders.

            "Class GMB Certificate": Any Class GMB-1, Class GMB-2, Class GMB-3
or Class GMB-4 Certificate.

            "Class GMB Collateral Support Deficit": As defined in Section
4.01A(f).

            "Class GMB Controlling Class": As of any date of determination, the
most subordinate Class of Class GMB Certificates then outstanding that has a
then aggregate Certificate Balance at least equal to 25% of the initial
Certificate Balance of such Class of Certificates. As of the Closing Date, the
Class GMB Controlling Class is the Class GMB-4 Certificates. For purposes of
determining the Class GMB Controlling Class, all Appraisal Reduction Amounts
allocated to the General Motors Building B Loan (as provided in the definition
of "Appraisal Reduction Amount") will be applied to reduce the Certificate
Balance first of the Class GMB-4 Certificates, next of the Class GMB-3
Certificates, next of the Class GMB-2 Certificates, and then of the Class GMB-1
Certificates, in each case until reduced to zero.

            "Class GMB Controlling Class Certificateholders": Each Holder (or
Beneficial Owner, as applicable) of a Certificate of the Class GMB Controlling
Class as certified to the Certificate Registrar from time to time by such Holder
or Beneficial Owner.

            "Class GMB Directing Certificateholder": The Class GMB Controlling
Class Certificateholder or its designee selected by more than 50% of the Class
GMB Controlling Class Certificateholders, by Certificate Balance, as certified
by the Certificate Registrar from time to time; provided, however, that (i)
absent such selection, (ii) until a Class GMB Directing Certificateholder is so
selected or (iii) upon receipt by the Trustee of a notice from a majority of the
Class GMB Controlling Class Certificateholders, by Certificate Balance, that a
Class GMB Directing Certificateholder is no longer designated, the Class GMB
Controlling Class Certificateholder that owns the largest aggregate Certificate
Balance of the Class GMB Controlling Class will be the Class GMB Directing
Certificateholder; provided, however, that the Class GMB Directing
Certificateholder may not be the related Borrower or an affiliate of the related
Borrower.

            "Class GMB Excess Prepayment Interest Shortfall": As defined in
Section 4.01A(a)(g).

            "Class GMB Lower-Tier Distribution Amount": As defined in Section
4.01A(a)(i).

            "Class GMB Lower-Tier Regular Interests": Any of the Class GMB-1L
Interest, Class GMB-2L Interest, Class GMB-3L Interest and Class GMB-4L
Interest.

            "Class GMB Principal Distribution Amount": For any Distribution
Date, an amount equal to the sum of:

            (a) the Stated Principal Balance of the General Motors Building B
Loan if it was, during the related Collection Period, repurchased from the Trust
Fund in connection with a Breach or Defect pursuant to Section 2.03, purchased
pursuant to Section 3.18, or purchased from the Trust Fund pursuant to Section
9.01;

            (b) the portion of Unscheduled Payments allocable to principal of
the General Motors Building B Loan if it was liquidated during the related
Collection Period;

            (c) the principal component of all Balloon Payments and any other
principal payment on the General Motors Building B Loan received on or after the
Maturity Date thereof, to the extent received during the related Collection
Period;

            (d) all other Principal Prepayments on the General Motors Building B
Loan received in the related Collection Period; and

            (e) any other full or partial recoveries in respect of principal of
the General Motors Building B Loan, including Insurance Proceeds, Liquidation
Proceeds and Net REO Proceeds received in the related Collection Period
(including any amount related to the Loss of Value Payments with respect to the
General Motors Building B Loan to the extent that such amount was transferred
into the Serviced Whole Loan Collection Account pursuant to Section 3.06(f)
during the related Collection Period), provided, however, that the General
Motors Building Principal Distribution Amount shall not include amounts
allocated under the General Motors Building Agreement Among Noteholders to the
reimbursement of cure payments made pursuant to the General Motors Building
Agreement Among Noteholders.

            The principal component of the amounts set forth above shall be
determined in accordance with Section 1.02 hereof.

            "Class GMB Private Placement Memorandum": The Private Placement
Memorandum, dated April 18, 2005, pursuant to which the Class GMB Certificates
will be offered for sale.

            "Class GMB Privileged Person": Any of the following: a party to this
Agreement, a Rating Agency, a designee of the Depositor (including the Financial
Market Publisher and any other financial market publisher designated by the
Depositor), the Class GMB Directing Certificateholder and any other Person who
delivers to the Bond Administrator a certification that such person is a
Certificateholder of a Class GMB Certificate, a Beneficial Owner of a Class GMB
Certificate (in which case such certification shall be accompanied by any
evidence requested by the Bond Administrator as provided in the definition of
"Beneficial Owner"), a prospective purchaser of a Class GMB Certificate.

            "Class GMB-1 Certificate": Any one of the Certificates executed and
authenticated by the Bond Administrator or the Authenticating Agent on behalf of
the Depositor in substantially the form set forth in Exhibit A-24 hereto.

            "Class GMB-1 Pass-Through Rate": A per annum rate equal to 5.150%
per annum.

            "Class GMB-1L Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class GMB-2 Certificate": Any one of the Certificates executed and
authenticated by the Bond Administrator or the Authenticating Agent on behalf of
the Depositor in substantially the form set forth in Exhibit A-25 hereto.

            "Class GMB-2 Pass-Through Rate": A per annum rate equal to 5.248%
per annum.

            "Class GMB-2L Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class GMB-3 Certificate": Any one of the Certificates executed and
authenticated by the Bond Administrator or the Authenticating Agent on behalf of
the Depositor in substantially the form set forth in Exhibit A-26 hereto.

            "Class GMB-3 Pass-Through Rate": A per annum rate equal to 5.493%
per annum.

            "Class GMB-3L Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class GMB-4 Certificate": Any one of the Certificates executed and
authenticated by the Bond Administrator or the Authenticating Agent on behalf of
the Depositor in substantially the form set forth in Exhibit A-27 hereto.

            "Class GMB-4 Pass-Through Rate": A per annum rate equal to 5.738%
per annum.

            "Class GMB-4L Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class H Certificate": Any one of the Certificates executed and
authenticated by the Bond Administrator or the Authenticating Agent on behalf of
the Depositor in substantially the form set forth in Exhibit A-16 hereto.

            "Class H Pass-Through Rate": A per annum rate equal to the Weighted
Average Net Mortgage Pass-Through Rate.

            "Class H-L-1 Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class H-L-1 Interest.

            "Class H-L-1 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class H-L-2 Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class H-L-2 Interest.

            "Class H-L-2 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class Interest Shortfall": On any Distribution Date for any Class
of Certificates, the amount of interest required to be distributed to the
Holders of such Class pursuant to Section 4.01(b) (or in the case of the Class
GMB Certificates, pursuant to Section 4.01A(b) or 4.01A(c)) on such Distribution
Date minus the amount of interest actually distributed to such Holders pursuant
to such Section, if any.

            "Class J Certificate": Any one of the Certificates executed and
authenticated by the Bond Administrator or the Authenticating Agent on behalf of
the Depositor in substantially the form set forth in Exhibit A-17 hereto.

            "Class J Pass-Through Rate": A per annum rate equal to the lesser of
4.7310% per annum and the Weighted Average Net Mortgage Pass-Through Rate.

            "Class J-L-1 Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class J-L-1 Interest.

            "Class J-L-1 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class J-L-2 Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class J-L-2 Interest.

            "Class J-L-2 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class K Certificate": Any one of the Certificates executed and
authenticated by the Bond Administrator or the Authenticating Agent on behalf of
the Depositor in substantially the form set forth in Exhibit A-18 hereto.

            "Class K Pass-Through Rate": A per annum rate equal to the lesser of
4.7310% per annum and the Weighted Average Net Mortgage Pass-Through Rate.

            "Class K-L-1 Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class K-L-1 Interest.

            "Class K-L-1 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class K-L-2 Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class K-L-2 Interest.

            "Class K-L-2 Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class L Certificate": Any one of the Certificates executed and
authenticated by the Bond Administrator or the Authenticating Agent on behalf of
the Depositor in substantially the form set forth in Exhibit A-19 hereto.

            "Class L Pass-Through Rate": A per annum rate equal to the lesser of
4.7310% per annum and the Weighted Average Net Mortgage Pass-Through Rate.

            "Class L-L Component": One of the 57 Components of the Class X-C
Certificates and one of the 51 Components of the Class X-P Certificates, having
a Notional Amount equal to the Lower-Tier Balance of the Class L-L Interest.

            "Class L-L Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class LR Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf of the
Depositor in substantially the form set forth in Exhibit A-30 hereto. The Class
LR Certificates have no Pass-Through Rate, Certificate Balance or Notional
Balance.

            "Class M Certificate": Any one of the Certificates executed and
authenticated by the Bond Administrator or the Authenticating Agent on behalf of
the Depositor in substantially the form set forth in Exhibit A-20 hereto.

            "Class M Pass-Through Rate": A per annum rate equal to the lesser of
4.7310% per annum and the Weighted Average Net Mortgage Pass-Through Rate.

            "Class M-L Component": One of the 57 Components of the Class X-C
Certificates having a Notional Amount equal to the Lower-Tier Balance of the
Class M-L Interest.

            "Class M-L Interest": A regular interest in the Lower-Tier REMIC
entitled to the monthly distributions payable thereto pursuant to Section 4.01.

            "Class N Certificate": Any one of the Certificates executed and
authenticated by the Bond Administrator or the Authenticating Agent on behalf of
the Depositor in substantially the form set forth in Exhibit A-21 hereto.

            "Class N Pass-Through Rate": A per annum rate equal to the lesser of
4.7310% per annum and the Weighted Average Net Mortgage Pass-Through Rate.

            "Class N-L Component": One of the 57 Components of the Class X-C
Certificates having a Notional Amount equal to the Lower-Tier Balance of the
Class N-L Interest.

            "Class N-L Interest": A regular interest in the Lower-Tier REMIC
entitled to the monthly distributions payable thereto pursuant to Section 4.01.

            "Class O Certificate": Any one of the Certificates executed and
authenticated by the Bond Administrator or the Authenticating Agent on behalf of
the Depositor in substantially the form set forth in Exhibit A-22 hereto.

            "Class O Pass-Through Rate": A per annum rate equal to the lesser of
4.7310% per annum and the Weighted Average Net Mortgage Pass-Through Rate.

            "Class O-L Component": One of the 57 Components of the Class X-C
Certificates having a Notional Amount equal to the Lower-Tier Balance of the
Class O-L Interest.

            "Class O-L Interest": A regular interest in the Lower-Tier REMIC
entitled to the monthly distributions payable thereto pursuant to Section 4.01.

            "Class P Certificate": Any one of the Certificates executed and
authenticated by the Bond Administrator or the Authenticating Agent on behalf of
the Depositor in substantially the form set forth in Exhibit A-23 hereto.

            "Class P Pass-Through Rate": A per annum rate equal to the lesser of
4.7310% per annum and the Weighted Average Net Mortgage Pass-Through Rate.

            "Class P-L Component": One of the 57 Components of the Class X-C
Certificates having a Notional Amount equal to the Lower-Tier Balance of the
Class P-L Interest.

            "Class P-L Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.

            "Class Q Certificate": A Certificate designated as "Class Q" on the
face thereof, in the form of Exhibit A-28 hereto.

            "Class R Certificate": Any one of the Certificates executed and
authenticated by the Bond Administrator or the Authenticating Agent on behalf of
the Depositor in substantially the form set forth in Exhibit A-28 hereto. The
Class R Certificates have no Pass-Through Rate, Certificate Balance or Notional
Balance.

            "Class X Certificate": Any Class X-C or Class X-P Certificate.

            "Class X-C Certificate": Any one of the Certificates executed and
authenticated by the Bond Administrator or the Authenticating Agent on behalf of
the Depositor in substantially the form set forth in Exhibit A-7 hereto.

            "Class X-C Interest Amount": With respect to any Distribution Date
and the related Interest Accrual Period, interest equal to the product of (i)
one-twelfth of a per annum rate equal to the weighted average of the Class X-C
Strip Rates for each of the Components, weighted on the basis of the respective
Notional Amounts of such Components as of the beginning of such Distribution
Date and (ii) the Class X-C Notional Amount for such Distribution Date.

            "Class X-C Notional Amount": For any date of determination, the
aggregate of the Lower-Tier Principal Balance of the Lower-Tier Regular
Interests (other than the Class GMB Lower-Tier Regular Interests) as of the
preceding Distribution Date (after giving effect to the distributions of
principal on such Distribution Date), and in the case of the first Distribution
Date, as of the Closing Date.

            "Class X-C Pass-Through Rate": With respect to any Distribution
Date, the weighted average of the Class X-C Strip Rates for the respective
Components of the Class X-C Notional Amount for such Distribution Date, weighted
on the basis of the respective Notional Amounts of such Components outstanding
immediately prior to such Distribution Date.

            "Class X-C Strip Rate": With respect to any Class of Components
(other than Components that are also Class X-P Components) for any Distribution
Date, the (i) the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date over (ii) the Pass-Through Rate for the Corresponding
Certificate. With respect to each Class of Components that are also Class X-P
Components (A) for any Distribution Date occurring on or before the related
Class X-P Component Crossover Date, the excess, if any, of the Weighted Average
Net Mortgage Pass-Through Rate for such Distribution Date over (1) with respect
to each of the Class C-L Component, the Class D-L-1 Component, the Class D-L-2
Component, the Class E-L-1 Component, the Class E-L-2 Component, the Class E-L-3
Component and the Class E-L-4 Component, the sum of the (I) the Class X-P Fixed
Strip Rate and (II) the Pass-Through Rate for the Class C Certificates (with
respect to the Corresponding Components of the Class C Certificates), Class D
Certificates (with respect to the Corresponding Components of the Class D
Certificates) and F Certificates (with respect to the Corresponding Components
of the Class F Certificates) for such Distribution Date and (2) for each other
Class X-P Component, the greater of (x) the Pass-Through Rate for the
Corresponding Certificates and (y) the rate per annum corresponding to such
Distribution Date as set forth in Schedule I attached hereto, and (B) for any
Distribution Date occurring after the related Class X-P Component Crossover
Date, the excess, if any, of (i) the Weighted Average Net Mortgage Pass-Through
Rate for such Distribution Date over the (ii) Pass-Through Rate for the
Corresponding Certificates. In no event will any Class X-C Strip Rate be less
than zero.

            "Class X-P Certificate": Any one of the Certificates executed and
authenticated by the Bond Administrator or the Authenticating Agent on behalf of
the Depositor in substantially the form set forth in Exhibit A-8 hereto.

            "Class X-P Component": Each of the Class A-1L-2 Component, the Class
A-1L-3 Component, the Class A-2L-1 Component, the Class A-2L-2 Component, the
Class A-2L-3 Component, the Class A-2L-4 Component, the Class A-2L-5 Component,
the Class A-2L-6 Component, the Class A-2L-7 Component, the Class A-3L
Component, the Class A-SBL-1 Component, the Class A-SBL-2 Component, the Class
A-4L-1 Component, the Class A-4L-2 Component, the Class A-4L-3 Component, the
Class A-4L-4 Component, the Class A-4L-5 Component, the Class A-1AL-2 Component,
the Class A-1AL-3 Component, the Class A-1AL-4 Component, the Class A-1AL-5
Component, the Class A-1AL-6 Component, the Class A-1AL-7 Component, the Class
A-1AL-8 Component, the Class A-1AL-9 Component, the Class A-1AL-10 Component,
the Class A-1AL-11 Component, the Class A-1AL-12 Component, the Class A-1AL-13
Component, the Class A-1AL-14 Component, the Class A-JL Component, the Class B-L
Component, the Class C-L Component, the Class D-L-1 Component, the Class D-L-2
Component, the Class E-L-1 Component, the Class E-L-2 Component, the Class E-L-3
Component, the Class E-L-4 Component, the Class F-L-1 Component, the Class F-L-2
Component, the Class F-L-3 Component, the Class G-L-1 Component, the Class G-L-2
Component, the Class H-L-1 Component, the Class H-L-2 Component, the Class J-L-1
Component, the Class J-L-2 Component, the Class K-L-1 Component, the Class K-L-2
Component and the Class L-L Component.

            "Class X-P Component Crossover Date": With respect to each Component
set forth in the table below, the Distribution Date occurring in the month and
year set forth in the table below:

<TABLE>
<CAPTION>
                                                  Component                                       Cross-Over Date
--------------------------------------------------------------------------------------------      ---------------
<S>                                                                                                 <C>
Class A-1L-2 Component and Class A-1AL-2 Component .........................................         April 2006
Class A-1L-3 Component, Class A-2L-1 Component and Class A-1AL-3 Component..................        October 2006
Class A-2L-2 Component, Class A-1AL-4 Component, Class K-L-1 Component
   and Class L-L Component..................................................................         April 2007
Class A-2L-3 Component, Class A-1AL-5 Component, Class J-L-1 Component
   and Class K-L-2 Component................................................................        October 2007
Class A-2L-4 Component, Class A-1AL-6 Component, Class H-L-1 Component
   and Class J-L-2 Component................................................................         April 2008
Class A-2L-5 Component, Class A-1AL-7 Component, Class G-L-1 Component
   and Class H-L-2 Component................................................................        October 2008
Class A-2L-6 Component, Class A-1AL-8 Component, Class F-L-1 Component
   and Class G-L-2 Component................................................................         April 2009
Class A-2L-7 Component, Class A-1AL-9 Component, Class A-3L Component,
   Class A-SBL-1 Component and Class F-L-2 Component........................................        October 2009
Class A-1AL-10 Component, Class A-SBL-2 Component, Class A-4L-1 Component,
   Class E-L-1 Component and Class F-L-3 Component..........................................         April 2010
Class A-1AL-11 Component, Class A-4L-2 Component and Class E-L-2 Component..................        October 2010
Class A-1AL-12 Component, Class A-4L-3 Component and Class E-L-3 Component..................         April 2011
Class A-1AL-13 Component, Class A-4L-4 Component, Class D-L-1 Component
   and Class E-L-4 Component................................................................        October 2011
Class A-1AL-14 Component, Class A-4L-5 Component,  Class A-JL Component,
   Class B-L Component, Class C-L Component and Class D-L-2 Component.......................         April 2012
</TABLE>


            "Class X-P Fixed Strip Rate": A per annum rate equal to (i) 0.2140%,
with respect to the Corresponding Components relating to the Class C
Certificates, (ii) 0.1740%, with respect to the Corresponding Components
relating to the Class D Certificates, and (iii) 0.0760%, with respect to the
Corresponding Components relating to the Class E Certificates.

            "Class X-P Notional Amount": With respect to any Distribution Date,
the aggregate of the Notional Amounts of the Class X-P Components as of the
close of business on the preceding Distribution Date, excluding those Class X-P
Components for which the Class X-P Component Crossover Date has previously
passed.

            "Class X-P Pass-Through Rate": With respect to any Distribution Date
subsequent to the initial Distribution Date and on or before the Distribution
Date in April 2012, the weighted average of the Class X-P Strip Rates for the
respective Components of the Class X-P Notional Amount, weighted on the basis of
the respective balances of such Components outstanding immediately prior to such
Distribution Date.

            "Class X-P Strip Rate": With respect to each of the Class X-P
Components (A) for any Distribution Date occurring on or before the related
Class X-P Component Crossover Date, (1) with respect to each of the Class C-L
Component, the Class D-L-1 Component, the Class D-L-2 Component, the Class E-L-1
Component, the Class E-L-2 Component, the Class E-L-3 Component and the Class
E-L-4 Component, the applicable Class X-P Fixed Rate and (2) with respect to
each other Class X-P Component, the excess, if any, of (x) the lesser of (i) the
rate per annum corresponding to such Distribution Date as set forth in Schedule
I attached hereto and (ii) the Weighted Average Net Mortgage Pass-Through Rate
for such Distribution Date over (y) the Pass-Through Rate for the Corresponding
Certificates, and (B) for any Distribution Date occurring after the related
Class X-P Component Crossover Date, equal to zero. In no event will any Class
X-P Strip Rate be less than zero.

            "Clearstream": Clearstream Banking Luxembourg, a division of
Clearstream International, societe anonyme.

            "Closing Date": April 29, 2005.

            "CMSA": The Commercial Mortgage Securities Association, or any
association or organization that is a successor thereto. If neither such
association nor any successor remains in existence, "CMSA" shall be deemed to
refer to such other association or organization as may exist whose principal
membership consists of servicers, trustees, certificateholders, issuers,
placement agents and underwriters generally involved in the commercial mortgage
loan securitization industry, which is the principal such association or
organization in the commercial mortgage loan securitization industry and whose
principal purpose is the establishment of industry standards for reporting
transaction-specific information relating to commercial mortgage pass-through
certificates and commercial mortgage-backed bonds and the commercial mortgage
loans and foreclosed properties underlying or backing them to investors holding
or owning such certificates or bonds, and any successor to such other
association or organization. If an organization or association described in one
of the preceding sentences of this definition does not exist, "CMSA" shall be
deemed to refer to such other association or organization as shall be selected
by the Servicer and reasonably acceptable to the Trustee, the Bond
Administrator, the Special Servicer and the Controlling Class Representative.

            "CMSA Bond Level File": A data file substantially in the form of,
and containing the information called for in, the downloadable form of the "Bond
Level File" available as of the Closing Date on the CMSA Website, or such other
form for the presentation of such information and containing such additional
information as may from time to time be promulgated as recommended by the CMSA
for commercial mortgage securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for by the
form of the "Bond Level File" available as of the Closing Date on the CMSA
Website, is reasonably acceptable to the Bond Administrator.

            "CMSA Collateral Summary File": The data file substantially in the
form of, and containing the information called for in, the downloadable form of
the "CMSA Collateral Summary File" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be promulgated
as recommended by the CMSA for commercial mortgage securities transactions
generally and, insofar as it requires the presentation of information in
addition to that called for by the form of the "CMSA Collateral Summary File"
available as of the Closing Date on the CMSA Website, is reasonably acceptable
to the Bond Administrator.

            "CMSA Financial File": A report substantially in the form of, and
containing the information called for in, the downloadable form of the "CMSA
Financial File" available as of the Closing Date on the CMSA Website, or such
other final form for the presentation of such information and containing such
additional information as may from time to time be promulgated as recommended by
the CMSA for commercial mortgage securities transactions generally and, insofar
as it requires the presentation of information in addition to that called for by
the form of the "CMSA Financial File" available as of the Closing Date on the
CMSA Website, is reasonably acceptable to the Servicer or the Special Servicer,
as applicable. The initial data for this report shall be provided by each
Mortgage Loan Seller.

            "CMSA Loan Periodic Update File": The monthly report substantially
in the form of, and containing the information called for in, the downloadable
form of the "CMSA Loan Periodic Update File" available as of the Closing Date on
the CMSA Website, or such other final form for the presentation of such
information and containing such additional information as may from time to time
be promulgated as recommended by the CMSA for commercial mortgage securities
transactions generally and, insofar as it requires the presentation of
information in addition to that called for by the form of the "CMSA Loan
Periodic Update File" available as of the Closing Date on the CMSA Website, is
reasonably acceptable to the Servicer or the Special Servicer, as applicable,
and the Bond Administrator and, provided, that each CMSA Loan Periodic Update
File shall be accompanied by a Advance Recovery Report, if such report is
required for a particular month, and all references herein to "CMSA Loan
Periodic Update File" shall be construed accordingly.

            "CMSA Loan Setup File": The report substantially in the form of, and
containing the information called for in, the downloadable form of the "CMSA
Loan Setup File" available as of the Closing Date on the CMSA Website, or such
other final form for the presentation of such information and containing such
additional information as may from time to time be promulgated as recommended by
the CMSA for commercial mortgage securities transactions generally and, insofar
as it requires the presentation of information in addition to that called for by
the form of the "CMSA Loan Setup File" available as of the Closing Date on the
CMSA Website, is reasonably acceptable to the Servicer or the Special Servicer,
as applicable, and the Bond Administrator.

            "CMSA Property File": The monthly report substantially in the form
of, and containing the information called for, in the downloadable form of the
"CMSA Property File" available as of the Closing Date on the CMSA Website, or
such other final form for the presentation of such information and containing
such additional information as may from time to time be promulgated as
recommended by the CMSA for commercial mortgage securities transactions
generally and, insofar as it requires the presentation of information in
addition to that called for by the form of the "CMSA Property File" available as
of the Closing Date on the CMSA Website, is reasonably acceptable to the
Servicer or the Special Servicer, as applicable.

            "CMSA Reporting Package": Collectively,

            (a) the CMSA Reports;

            (b) the following twelve supplemental reports: (i) Delinquent Loan
Status Report, (ii) Historical Loan Modification and Corrected Mortgage Loan
Report, (iii) Historical Liquidation Report, (iv) REO Status Report, (v)
Operating Statement Analysis Report, (vi) Comparative Financial Status Report,
(vii) Watch List, (viii) NOI Adjustment Worksheet, (ix) Loan Level Reserve/LOC
Report, (x) Reconciliation of Funds Report, (xi) Advance Recovery Report and
(xii) Total Loan Report; and

            (c) such other reports as the CMSA may designate in the future and
any additional information as the Servicer, Special Servicer and the Bond
Administrator may from time to time agree.

            In addition, the CMSA Reporting Package shall include the Advance
Recovery Report, if such report is required for a particular month.

            "CMSA Reports": Reports substantially in the forms of the CMSA
standard reporting package inclusive of the CMSA Loan Setup File, the CMSA Loan
Periodic Update File, the CMSA Property File, the CMSA Financial File, the CMSA
Special Servicer Defaulted Loan File, the CMSA Bond Level File and the CMSA
Collateral Summary File.

            "CMSA Special Servicer Defaulted Loan File:" The report
substantially in the form of, and containing the information called for in, the
downloadable form of the "CMSA Special Servicer Loan File" available as of the
Closing Date on the CMSA Website, or such other final form for the presentation
of such information and containing such additional information as may from time
to time be promulgated as recommended by the CMSA for commercial mortgage
securities transactions generally and, insofar as it requires the presentation
of information in addition to that called for by the form of the "CMSA Special
Servicer Loan File" available as of the Closing Date on the CMSA Website, is
reasonably acceptable to the Special Servicer.

            "CMSA Supplemental Servicer Reports": The Delinquent Loan Status
Report, the Historical Loan Modification and Corrected Mortgage Loan Report, the
Historical Liquidation Report, the REO Status Report, the Watch List, the NOI
Adjustment Worksheet, the Comparative Financial Status Report, the Operating
Statement Analysis Report, the Loan Level Reserve/LOC Report, the Reconciliation
of Funds Report, the Advance Recovery Report and the Total Loan Report.

            "CMSA Website": The CMSA's Website located at "www.cmbs.org" or such
other primary website as the CMSA may establish for dissemination of its report
forms.

            "Code": The Internal Revenue Code of 1986, as amended from time to
time, any successor statute thereto, and any temporary or final regulations of
the United States Department of the Treasury promulgated pursuant thereto.

            "Co-Lender Agreement": (i) with respect to the General Motors
Building Whole Loan, the General Motors Building A Notes Intercreditor Agreement
and the General Motors Building Agreement Among Noteholders, (ii) with respect
to the 63 Madison Avenue Whole Loan, the 63 Madison Avenue Intercreditor
Agreement, (iii) with respect to the Lakeside Mall Whole Loan, the Lakeside Mall
Intercreditor Agreement, (iv) with respect to the Wellpoint Office Tower Whole
Loan, the Wellpoint Office Tower Intercreditor Agreement, (v) with respect to
the Loews Miami Beach Whole Loan, the Loews Miami Beach Intercreditor Agreement
and (vi) with respect to the FedEx-Bellingham Whole Loan, the FedEx-Bellingham
Intercreditor Agreement, in each case, as applicable and as the context may
require.

            "Collection Account": The trust account or accounts created and
maintained by the Servicer pursuant to Section 3.05(a), which shall be entitled
"Midland Loan Services, Inc., for the benefit of Wells Fargo Bank, N.A., as
Trustee, in trust for Holders of Deutsche Mortgage & Asset Receiving
Corporation, COMM 2005-LP5 Commercial Mortgage Pass-Through Certificates,
Collection Account" and which must be an Eligible Account.

            "Collection Period": With respect to any Distribution Date and each
Mortgage Loan, the period that begins immediately following the Determination
Date in the calendar month preceding the month in which such Distribution Date
occurs (or, in the case of the Distribution Date occurring in May 2005, on the
day after the Cut-off Date) and ending at the close of business on the
Determination Date in the calendar month in which such Distribution Date occurs,
provided, that with respect to the payment by a Borrower of a Balloon Payment on
its related due date or during its related grace period, the Collection Period
shall extend up to and include the Business Day prior to the Servicer Remittance
Date preceding the related Distribution Date.

            "Commission": The Securities and Exchange Commission.

            "Companion Loan": Any of the General Motors Building Pari Passu
Loans, the 63 Madison Avenue Pari Passu Loan, the Lakeside Mall Pari Passu Loan,
the Wellpoint Office Tower Pari Passu Loans, the Loews Miami Beach Pari Passu
Loans and the FedEx-Bellingham B Loan, as the context may require.

            "Companion Loan Noteholder": A holder of a Companion Loan.

            "Comparative Financial Status Report": A report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Comparative Financial Status Report" available as of the Closing Date on
the CMSA Website, or such other form for the presentation of such information
and containing such additional information as may from time to time be
promulgated as recommended by the CMSA for commercial mortgage securities
transactions generally and, insofar as it requires the presentation of
information in addition to that called for by the form of the "Comparative
Financial Status Report" available as of the Closing Date on the CMSA Website,
is reasonably acceptable to the Servicer or the Special Servicer, as applicable.

            "Component": Each of the Class A-1L-1 Component, the Class A-1L-2
Component, the Class A-1L-3 Component, the Class A-2L-1 Component, the Class
A-2L-2 Component, the Class A-2L-3 Component, the Class A-2L-4 Component, the
Class A-2L-5 Component, the Class A-2L-6 Component, the Class A-2L-7 Component,
the Class A-3L Component, the Class A-SBL-1 Component, the Class A-SBL-2
Component, the Class A-4L-1 Component, the Class A-4L-2 Component, the Class
A-4L-3 Component, the Class A-4L-4 Component, the Class A-4L-5 Component, the
Class A-1AL-1 Component, the Class A-1AL-2 Component, the Class A-1AL-3
Component, the Class A-1AL-4 Component, the Class A-1AL-5 Component, the Class
A-1AL-6 Component, the Class A-1AL-7 Component, the Class A-1AL-8 Component, the
Class A-1AL-9 Component, the Class A-1AL-10 Component, the Class A-1AL-11
Component, the Class A-1AL-12 Component, the Class A-1AL-13 Component, the Class
A-1AL-14 Component, the Class A-JL Component, the Class B-L Component, the Class
C-L Component, the Class D-L-1 Component, the Class D-L-2 Component, the Class
E-L-1 Component, the Class E-L-2 Component, the Class E-L-3 Component, the Class
E-L-4 Component, the Class F-L-1 Component, the Class F-L-2 Component, the Class
F-L-3 Component, the Class G-L-1 Component, the Class G-L-2 Component, the Class
H-L-1 Component, the Class H-L-2 Component, the Class J-L-1 Component, the Class
J-L-2 Component, the Class K-L-1 Component, the Class K-L-2 Component, the Class
L-L Component, the Class M-L Component, the Class N-L Component, the Class O-L
Component and the Class P-L Component.

            "Condemnation Proceeds": Any awards resulting from the full or
partial condemnation or any eminent domain proceeding or any conveyance in lieu
or in anticipation thereof with respect to a Mortgaged Property by or to any
governmental, quasi-governmental authority or private entity with condemnation
powers (other than amounts to be applied to the restoration, preservation or
repair of such Mortgaged Property or released to the related Borrower in
accordance with the terms of the applicable Mortgage Loan and, if applicable,
the terms of the applicable Serviced Whole Loan) or, if applicable, (i) with
respect to the Mortgaged Property securing a Non-Serviced Mortgage Loan, any
portion of such amounts received by the Trust Fund as holder of the related
Mortgage Loan pursuant to the applicable Co-Lender Agreement, and (ii) with
respect to the Mortgaged Property securing a Serviced Whole Loan, any portion of
such amounts payable to the holders of the applicable Serviced Whole Loan.

            "Controlling Class": As of any date of determination, the Class of
Principal Balance Certificates with the latest alphabetical Class designation
that has a then-aggregate Certificate Balance at least equal to 25% of the
initial aggregate Certificate Balance of such Class of Principal Balance
Certificates as of the Closing Date. As of the Closing Date, the Controlling
Class will be the Class P Certificates. For purposes of determining the
Controlling Class, the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4
and Class A-1A Certificates collectively will be treated as one Class.

            "Controlling Class Certificateholder": Each holder (or Beneficial
Owner, if applicable) of a Certificate of the Controlling Class as certified to
the Bond Administrator from time to time by such holder (or Beneficial Owner).

            "Controlling Class Representative": The Controlling Class
Certificateholder or its designee selected by more than 50% of the Controlling
Class Certificateholders, by Certificate Balance, as certified by the Bond
Administrator from time to time; provided, however, that (i) absent such
selection, or (ii) until a Controlling Class Representative is so selected or
(iii) upon receipt of a notice from a majority of the Controlling Class
Certificateholders, by Certificate Balance, that a Controlling Class
Representative is no longer designated, the Controlling Class Certificateholder
that owns the largest aggregate Certificate Balance of the Controlling Class
will be the Controlling Class Representative; provided, further, that in order
for the Bond Administrator to certify the status of the Controlling Class
Representative, the Controlling Class Representative must provide notice and
certification of their holdings through the Depository to the Bond Administrator
as to its status as Controlling Class Representative upon which the Bond
Administrator shall use its best efforts to verify such status. Allied Capital
Corporation shall be the initial Controlling Class Representative, without
necessity of further notice or selection.

            "Corporate Trust Office": The offices of the Trustee located at 9062
Old Annapolis Road, Columbia, Maryland 21045-1951, Attention: Corporate Trust
Services (CMBS), COMM 2005-LP5, or the principal trust office of any successor
Trustee qualified and appointed pursuant to Section 8.08.

            "Corrected Mortgage Loan": As defined under the definition of
Specially Serviced Loan.

            "Corresponding Certificate": As defined in the Preliminary Statement
with respect to any Corresponding Lower-Tier Regular Interest.

            "Corresponding Class X Component": As defined in the Preliminary
Statement with respect to any Corresponding Class of Certificates or
Corresponding Lower-Tier Regular Interest.

            "Corresponding Lower-Tier Regular Interest": As defined in the
Preliminary Statement with respect to any Class of Corresponding Certificates or
Corresponding Class X Component.

            "Cross-Collateralized Mortgage Loans": Any two or more Mortgage
Loans listed on the Mortgage Loan Schedule that are cross-collateralized with
each other.

            "Cross-over Date": Means the Distribution Date on which the
Certificate Balance of each Class of Certificates other than the Class A-1,
Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-1A Certificates have
been reduced to zero.

            "Custodial Agreement": The Custodial Agreement, if any, from time to
time in effect between the Custodian named therein and the Trustee, in the form
agreed to by the Trustee and the Custodian, as the same may be amended or
modified from time to time in accordance with the terms thereof.

            "Custodian": Any Custodian appointed pursuant to Section 3.21 and,
unless the Trustee is Custodian, named pursuant to any Custodial Agreement. If a
Custodian is not so appointed, then the Custodian shall be the Trustee. The
Custodian may (but need not) be the Trustee or the Servicer or any Affiliate of
the Trustee or the Servicer, but may not be the Depositor, any Mortgage Loan
Seller or any Affiliate thereof.

            "Cut-off Date": With respect to each Mortgage Loan or Serviced Whole
Loan, the later of April 1, 2005 or the origination date of such Mortgage Loan
or Serviced Whole Loan.

            "DBRS": Dominion Bond Rating Service Limited, or any successor
thereto.

            "DBS": Deutsche Bank Securities Inc.

            "Debt Service Coverage Ratio": With respect to any Mortgage Loan or
Serviced Whole Loan as of any date of determination and for any period, the
ratio calculated by dividing the net operating income or net cash flow, as
applicable, of the related Mortgaged Property or Mortgaged Properties, as the
case may be, for the most recently ended 12-month trailing or one-year period
for which data is available from the related Borrower (or year-to-date until
such time that data for the trailing 12-month period is available), before
payment of any scheduled payments of principal and interest on such Mortgage
Loan or Serviced Whole Loan but after funding of required reserves and
"normalized" by the Servicer pursuant to Section 3.13, by the annual debt
service required by such Mortgage Loan or Serviced Whole Loan. Annual debt
service shall be calculated by multiplying the Monthly Payment in effect on such
date of determination for such Mortgage Loan or Serviced Whole Loan by 12 (or
such fewer number of months for which related information is available).

            "Default Interest": With respect to any Mortgage Loan or Serviced
Companion Loan, interest accrued on such Mortgage Loan or Serviced Companion
Loan at the excess of (i) the Default Rate over (ii) the related Mortgage Rate.

            "Default Rate": With respect to each Mortgage Loan or Serviced
Companion Loan, the per annum rate at which interest accrues on such Mortgage
Loan or Serviced Companion Loan following any event of default on such Mortgage
Loan or Serviced Companion Loan, including a default in the payment of a Monthly
Payment or a Balloon Payment.

            "Defaulted Mortgage Loan": A Mortgage Loan or Serviced Whole Loan
which is delinquent at least 60 days in respect of its Monthly Payments or more
than 30 days delinquent in respect of its Balloon Payment, if any, in either
case such delinquency to be determined without giving effect to any grace period
permitted by the related Loan Documents and without regard to any acceleration
of payments under the related Mortgage Loan or Serviced Whole Loan.

            "Defeasance Account": As defined in Section 3.30(j).

            "Delinquency": Any failure of a Borrower to make a scheduled Monthly
Payment or Balloon Payment on a Due Date.

            "Delinquent Loan Status Report": A report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Delinquent Loan Status Report" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be promulgated
as recommended by the CMSA for commercial mortgage securities transactions
generally and, insofar as it requires the presentation of information in
addition to that called for by the form of the "Delinquent Loan Status Report"
available as of the Closing Date on the CMSA Website, is reasonably acceptable
to the Servicer or the Special Servicer, as applicable.

            "Denomination": As defined in Section 5.01(a).

            "Depositor": Deutsche Mortgage & Asset Receiving Corporation, a
Delaware corporation, and its successors and assigns.

            "Depository": The Depository Trust Company or a successor appointed
by the Certificate Registrar (which appointment shall be at the direction of the
Depositor if the Depositor is legally able to do so).

            "Depository Participant": A Person for whom, from time to time, the
Depository effects book-entry transfers and pledges of securities deposited with
the Depository.

            "Determination Date": With respect to any Distribution Date, the
earlier of (a) the 6th day of the month in which the related Distribution Date
occurs or, if such 6th day is not a Business Day, the immediately preceding
Business Day and (b) the 4th Business Day prior to the related Distribution
Date.

            "Directing Certificateholder": (i) with respect to any Mortgage
Loan, other than any Whole Loan, the Controlling Class Representative; (ii) with
respect to the General Motors Building Whole Loan, (a) at all times while no
General Motors Building Control Appraisal Event has occurred and is continuing
and the Class GMB Directing Certificateholder is not the related Borrower or an
affiliate of the related Borrower, the Class GMB Directing Certificateholder and
(b)(1) while a Control Appraisal Event has occurred and is continuing or (2) at
any time while the Class GMB Directing Certificateholder is the related Borrower
or an affiliate of the related Borrower, the majority holder, by Stated
Principal Balance, of the General Motors Building Senior Loans; provided,
however, that with respect to the immediately preceding clause (b) only, if
noteholders then holding a majority of the Stated Principal Balance of the
General Motors Building Senior Loans are not able to agree on a course of action
that satisfies the Servicing Standard within 45 days after receipt of a request
for consent to any action by the Servicer or the Special Servicer, as
applicable, the Controlling Class Representative will be entitled to direct the
Servicer or the Special Servicer, as applicable, on a course of action to follow
that satisfies the requirements set forth herein; (iii) with respect to the
Wellpoint Office Tower Mortgage Loan, the majority holder, by Stated Principal
Balance, of the Wellpoint Office Tower Whole Loan; provided, however, that if
noteholders then holding a majority of the Stated Principal Balance of the
Wellpoint Office Tower Whole Loan are not able to agree on a course of action
that satisfies the Servicing Standard within 45 days after receipt of a request
for consent to any action by the Servicer or the Special Servicer, as
applicable, the Controlling Class Representative will be entitled to direct the
Servicer or the Special Servicer, as applicable, on a course of action to follow
that satisfies the requirements set forth herein; (iv) with respect to the Loews
Miami Beach Mortgage Loan, the majority holder, by Stated Principal Balance, of
the Loews Miami Beach Whole Loan; provided, however, that if noteholders then
holding a majority of the Stated Principal Balance of the Loews Miami Beach
Whole Loan are not able to agree on a course of action that satisfies the
Servicing Standard within 45 days after receipt of a request for consent to any
action by the Servicer or the Special Servicer, as applicable, the Controlling
Class Representative will be entitled to direct the Servicer or the Special
Servicer, as applicable, on a course of action to follow that satisfies the
requirements set forth herein; and (v) with respect to the FedEx-Bellingham
Mortgage Loan, the Controlling Class Representative, except as to matters set
forth in Section 3.31 herein and as provided in the FedEx-Bellingham
Intercreditor Agreement.

            "Directly Operate": With respect to any REO Property, the furnishing
or rendering of services to the tenants thereof that are not customarily
provided to tenants in connection with the rental of space for occupancy only
within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the
management or operation of such REO Property, the holding of such REO Property
primarily for sale to customers in the ordinary course of a trade or business,
or any use of such REO Property in a trade or business conducted by the Trust
Fund, or the performance of any construction work on the REO Property other than
through an Independent Contractor; provided, however, that the Special Servicer,
on behalf of the Trust Fund, shall not be considered to Directly Operate an REO
Property solely because the Special Servicer, on behalf of the Trust Fund,
establishes rental terms, chooses tenants, enters into or renews leases, deals
with taxes and insurance, or makes decisions as to repairs or capital
expenditures with respect to such REO Property or takes other actions consistent
with Treasury Regulations Section l.856-4(b)(5)(ii).

            "Disqualified Non-U.S. Person": With respect to a Class R or Class
LR Certificate, (A) any Non-U.S. Person or agent thereof other than (i) a
Non-U.S. Person that holds the Class R or Class LR Certificate in connection
with the conduct of a trade or business within the United States and has
furnished the transferor and the Certificate Registrar with an effective IRS
Form W-8ECI (or applicable successor Form promulgated by the IRS for the purpose
of providing and certifying the information provided on Form W-8ECI as of the
Closing Date) or (ii) a Non-U.S. Person that has delivered to both the
transferor and the Certificate Registrar an opinion of a nationally recognized
tax counsel to the effect that the transfer of the Class R or Class LR
Certificate to it is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such transfer of the Class R or
Class LR Certificate will not be disregarded for federal income tax purposes or
(B) a U.S. Person with respect to whom income on the Class R or Class LR
Certificate is attributable to a fixed base or foreign permanent establishment,
within the meaning of an applicable income tax treaty, of such Person or any
other U.S. Person.

            "Disqualified Organization": Any of (a) the United States, a State
or any political subdivision thereof, any possession of the United States, 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 (as
defined below) 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 Code Section 860E(c)(1)) with respect to the
Class R or Class LR Certificates (except certain farmers' cooperatives described
in Code Section 521), (d) rural electric and telephone cooperatives described in
Code Section 1381(a)(2), or (e) any other Person so designated by the
Certificate Registrar based upon an Opinion of Counsel to the effect that any
Transfer to such Person may cause the Upper-Tier REMIC or the Lower-Tier REMIC
to be subject to tax or to fail to qualify as a REMIC at any time that the
Certificates are outstanding. For the purposes of this definition, the terms
"United States," "State" and "International Organization" shall have the
meanings set forth in Code Section 7701 or successor provisions.

            "Distribution Accounts": Collectively, the Upper-Tier Distribution
Account, the Lower-Tier Distribution Account and the Grantor Trust Distribution
Account, all of which may be subaccounts of a single Eligible Account.

            "Distribution Date": The 10th day of each month, or if such 10th day
is not a Business Day, the Business Day immediately following such 10th day,
commencing in May 10, 2005.

            "Distribution Date Statement": As defined in Section 4.02(a).

            "Due Date": With respect to (i) any Mortgage Loan or Serviced Whole
Loan on or prior to its Maturity Date, the day of the month set forth in the
related Note on which each Monthly Payment thereon is scheduled to be first due
and (ii) any Mortgage Loan or Serviced Whole Loan after the Maturity Date
therefore or any REO Loan, the day of the month set forth in the related Note on
which each Monthly Payment on such Mortgage Loan or Serviced Whole Loan had been
scheduled to be first due.

            "EDGAR": The Commission's Electronic Data Gathering, Analysis and
Retrieval system.

            "Early Termination Notice Date": Any date as of which the aggregate
Stated Principal Balance of the Mortgage Loans is less than 1.0% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.

            "Eligible Account": Any of (i) (A) an account or accounts maintained
with a depository institution or trust company the short term unsecured debt
obligations or commercial paper of which are rated at least (x) "A-1" by S&P and
"P-1" by Moody's and (y) to the extent that Fitch or DBRS, as applicable is
rating a securitization transaction into which a Serviced Pari Passu Loan is
deposited and such account relates to the related Serviced Whole Loan, "F1" by
Fitch and/or "R-1 (middle)" by DBRS, as applicable, or, if not rated by Fitch or
DBRS, as applicable, an equivalent rating such as those listed above by two
nationally-recognized statistical rating organizations, in the case of accounts
in which funds are held for 30 days or less or, in the case of accounts in which
funds are held for more than 30 days, the long term unsecured debt obligations
of which are rated at least (x) "AA-" by S&P and "Aa3" by Moody's and (y) to the
extent that Fitch or DBRS, as applicable is rating a securitization transaction
into which a Serviced Pari Passu Loan is deposited and such account relates to
the related Serviced Whole Loan, "AA-" by Fitch and/or "AA (low)" by DBRS, or if
not rated by Fitch or DBRS, as applicable, an equivalent rating such as those
listed above by two nationally-recognized statistical rating organizations, or
(B) as to which the Bond Administrator has received written confirmation from
each of the Rating Agencies that holding funds in such account would not cause
any Rating Agency to qualify, withdraw or downgrade any of its then-current
ratings on the Certificates or Serviced Companion Loan Securities or (ii) a
segregated trust account or accounts maintained with a federal or state
chartered depository institution or trust company acting in its fiduciary
capacity which, in the case of a state chartered depository institution or trust
company is subject to regulations substantially similar to 12 C.F.R. ss.
9.10(b), having in either case a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal and state
authority, (iii) any other account that, as evidenced by a written confirmation
from each Rating Agency would not, in and of itself, cause a downgrade,
qualification or withdrawal of the then-current ratings assigned to the
Certificates or Serviced Companion Loan Securities, which may be an account
maintained with the Trustee, the Bond Administrator or the Servicer, or (iv) an
account or accounts maintained with PNC Bank (A) so long as PNC Bank's long-term
unsecured debt rating shall be at least (x) "A1" from Moody's and "A" from S&P
(if the deposits are to be held in the account for more than 30 days) and (y) to
the extent that Fitch or DBRS, as applicable is rating a securitization
transaction into which a Serviced Pari Passu Loan is deposited and such account
relates to the related Serviced Whole Loan, "A" by Fitch and/or DBRS, as
applicable, or if PNC Bank is not rated by Fitch or DBRS, as applicable, an
equivalent rating such as those listed above in this subsection (iv) by two
nationally-recognized statistical rating organizations, or (B) PNC's short-term
deposit or short-term unsecured debt rating shall be at least (x) "P-1" from
Moody's and "A-1" from S&P (if the deposits are to be held in the account for 30
days or less) and (y) to the extent that Fitch or DBRS, as applicable is rating
a securitization transaction into which a Serviced Pari Passu Loan is deposited
and such account relates to the related Serviced Whole Loan, "F1" by Fitch
and/or DBRS, as applicable, or if PNC Bank is not rated by Fitch or DBRS, as
applicable, an equivalent rating such as those listed above in this subsection
(iv) by two nationally-recognized statistical rating organizations. Eligible
Accounts may bear interest.

            "Eligible Investor": Any of (i) a Qualified Institutional Buyer that
is purchasing for its own account or for the account of a Qualified
Institutional Buyer to whom notice is given that the offer, sale or transfer is
being made in reliance on Rule 144A or (ii) an Institutional Accredited
Investor.

            "Environmental Report": The environmental audit report or reports
with respect to each Mortgaged Property delivered to the Mortgage Loan Sellers
in connection with the related Mortgage Loan.

            "ERISA": The Employee Retirement Income Security Act of 1974, as it
may be amended from time to time.

            "Escrow Account": As defined in Section 3.04(b). Any Escrow Account
may be a sub-account of the related Cash Collateral Account.

            "Escrow Payment": Any payment made by any Borrower to the Servicer
pursuant to the related Mortgage, Cash Collateral Account Agreement, Lock-Box
Agreement, Loan Agreement or other Loan Document for the account of such
Borrower for application toward the payment of taxes, insurance premiums,
assessments, environmental remediation and similar items in respect of the
related Mortgaged Property or related to the satisfaction of closing conditions
for the related Mortgage Loan (except with respect to any Non-Serviced Mortgage
Loan) or Serviced Whole Loan.

            "Euroclear": The Euroclear System and its successors.

            "Event of Default": A Servicer Event of Default or Special Servicer
Event of Default, as applicable.

            "Excess Interest": With respect to each of the Mortgage Loans
indicated on the Mortgage Loan Schedule as having a Revised Rate, interest
accrued on and allocable to such Mortgage Loan after the Anticipated Repayment
Date allocable to the Excess Rate, including all interest accrued thereon. The
Excess Interest shall not be an asset of the Lower-Tier REMIC or the Upper-Tier
REMIC formed hereunder. For the avoidance of doubt, any Excess Interest
allocable to any Serviced Companion Loan pursuant to a related Co-Lender
Agreement shall not constitute "Excess Interest" hereunder.

            "Excess Liquidation Proceeds": With respect to any Mortgage Loan
(other than a Non-Serviced Mortgage Loan) or Serviced Companion Loan, the excess
of (i) Net Liquidation Proceeds of such Mortgage Loan or Serviced Companion Loan
or related REO Property, over (ii) the amount that would have been received if a
principal payment and all other amounts due in full had been made with respect
to such Mortgage Loan or Serviced Companion Loan on the Due Date immediately
following the date on which such proceeds were received.

            "Excess Liquidation Proceeds Account": The segregated trust account
or sub-account created and maintained by the Bond Administrator pursuant to
Section 3.05(j) in trust for the Certificateholders and, in the case of the
Serviced Companion Loans, the Serviced Companion Loan Noteholders, which shall
be entitled "Wells Fargo Bank, N.A., as Trustee, in trust for Holders of
Deutsche Mortgage & Asset Receiving Corporation, COMM 2005-LP5 Commercial
Mortgage Pass-Through Certificates and, if applicable, Serviced Companion Loan
Noteholders, Excess Liquidation Proceeds Account." The Excess Liquidation
Proceeds Account must be an Eligible Account or a sub-account of an Eligible
Account and will be an asset of the Lower-Tier REMIC.

            "Excess Prepayment Interest Shortfall": With respect to the Mortgage
Loans in the Mortgage Pool, the aggregate Prepayment Interest Shortfalls with
respect to the Mortgage Pool in excess of the Servicer Prepayment Interest
Shortfall with respect to the Mortgage Pool.

            "Excess Rate": With respect to each of the Mortgage Loans indicated
on the Mortgage Loan Schedule as having a Revised Rate, the excess of (i) the
applicable Revised Rate over (ii) the applicable Mortgage Rate, each as set
forth in the Mortgage Loan Schedule.

            "Excess Servicing Strip": The excess of the Servicing Fee Rate over
0.005% (0.50 basis points) per annum, subject to reduction by the Trustee
pursuant to Section 3.12(a).

            "Exchange Act": The Securities Exchange Act of 1934, as amended.

            "Exchange Act Report": A monthly Distribution Date Statement,
Comparative Financial Status Report, Delinquent Loan Status Report, Historical
Liquidation Report, Historical Loan Modification and corrected Mortgage Loan
Report, REO Status Report, Operating Statement Analysis Report, NOI Adjustment
Worksheet, Watch List, or Annual Compliance Report to be filed with the
Commission, under cover of the related form required by the Exchange Act.

            "FDIC": The Federal Deposit Insurance Corporation, or any successor
thereto.

            "FedEx-Bellingham B Loan": As defined in the preliminary statement.

            "FedEx-Bellingham B Loan Noteholder": The holder of the Note for the
FedEx-Bellingham B Loan.

            "FedEx-Bellingham Intercreditor Agreement": That certain
intercreditor agreement among note holders, dated as of November 10, 2003 by and
between Capital Lease LP and LaSalle Bank National Association, as mortgage loan
seller, as from time to time amended, supplemented or modified.

            "FedEx-Reno Airport Mortgage Loan": As defined in the preliminary
statement.

            "FedEx-Reno Airport Whole Loan" As defined in the preliminary
statement.

            "FHLMC": The Federal Home Loan Mortgage Corporation, or any
successor thereto.

            "Final Recovery Determination": With respect to any Specially
Serviced Loan, REO Loan or any Mortgage Loan subject to repurchase by the
related Mortgage Loan Seller pursuant to Section 2.03(d) or, in the case of a
Whole Loan, subject to a purchase pursuant to the applicable Co-Lender Agreement
or any Mortgage Loan or Whole Loan subject to purchase pursuant to any related
mezzanine intercreditor agreement, the recovery of all Insurance Proceeds,
Liquidation Proceeds, the related Repurchase Price and other payments or
recoveries (including proceeds of the final sale of any REO Property) which the
Servicer (or in the case of a Specially Serviced Loan or REO Loan, the Special
Servicer), in its reasonable judgment as evidenced by a certificate of a
Servicing Officer delivered to the Bond Administrator and the Custodian (and the
Servicer, if the certificate is from the Special Servicer), expects to be
finally recoverable. The Servicer shall maintain records, prepared by a
Servicing Officer, of each Final Recovery Determination until the earlier of (i)
its termination as Servicer hereunder and the transfer of such records to a
successor servicer and (ii) five years following the termination of the Trust
Fund.

            "Financial Market Publisher": Bloomberg Financial Service.

            "Fitch": Fitch, Inc., or any successor thereto.

            "FNMA": The Federal National Mortgage Association, or any successor
thereto.

            "Form 8-K": A Current Report on Form 8-K under the Exchange Act, or
such successor form as the Commission may specify from time to time.

            "GACC": German American Capital Corporation, in its capacity as a
Mortgage Loan Seller, and its successors.

            "GACC Defeasance Rights and Obligations": As defined in Section
3.30(m).

            "GACC Purchase Agreement": The Mortgage Loan Purchase Agreement
dated and effective the Closing Date, between GACC and the Depositor.

            "GECMC 2005-C1 Pooling and Servicing Agreement": As defined in the
preliminary statement.

            "GECMC 2005-C1 Servicer": As defined in the preliminary statement.

            "GECMC 2005-C1 Special Servicer": As defined in the preliminary
statement.

            "GECMC 2005-C1 Trustee": As defined in the preliminary statement.

            "General Motors Building A Notes Intercreditor Agreement": With
respect to the General Motors Building Mortgage Loan and the General Motors
Building Pari Passu Loans, that certain intercreditor agreement, dated as of the
Closing Date, by and among the initial holder of the General Motors Building
Mortgage Loan and the initial holders of the General Motors Building Pari Passu
Loans, as from time to time amended, supplemented or modified.

            "General Motors Building Agreement Among Noteholders": With respect
to the General Motors Building Senior Loans and the General Motors Building B
Loan, that certain agreement among noteholders, dated as of the Closing Date, by
and between the initial holders of the General Motors Building Senior Loans and
the General Motors Building B Loan, as from time to time amended, modified or
supplemented.

            "General Motors Building B Loan": As defined in the preliminary
statement herein.

            "General Motors Building B Loan Noteholder": The holder of the Note
for the General Motors Building B Loan, which for so long as the General Motors
Building B Loan shall be in the Trust Fund, shall be the Trustee on behalf of
the Trust.

            "General Motors Building B Loan Option Price": As defined in Section
3.18(m) of this Agreement.

            "General Motors Building B Loan Purchase Option": As defined in
Section 3.18(m) of this Agreement.

            "General Motors Building B Loan Purchase Option Notice": As defined
in Section 3.18(m) of this Agreement.

            "General Motors Building Co-Lender Agreement": Collectively, the
General Motors Building A Notes Intercreditor Agreement and the General Motors
Building Agreement Among Noteholders.

            "General Motors Building Companion Loans": As defined in the
preliminary statement herein.

            "General Motors Building Control Appraisal Event": With respect to
the General Motors Building Whole Loan,

            (a) (1) the initial principal balance of the General Motors Building
B Loan minus (2) the sum of (x) any payments of principal (whether as scheduled
amortization, Principal Prepayments or otherwise) allocated to, and received on
or after the Closing Date with respect to the General Motors Building B Loan,
(y) any Appraisal Reduction Amounts allocated to the General Motors Building B
Loan and (z) any realized losses allocated to the General Motors Building B
Loan, is less than

            (b) 25% of (1) the initial principal balance of the General Motors
Building B Loan, minus (2) any payments of principal (whether as scheduled
amortization, Principal Prepayments or otherwise) allocated to, and received on
or after the Closing Date with respect to the General Motors Building B Loan.

For purposes of determining whether a General Motors Building Control Appraisal
Event exists for the General Motors Building Whole Loan, Appraisal Reduction
Amounts for such Whole Loan shall be allocated first to the General Motors
Building B Loan, and then to the General Motors Building Senior Loans (provided,
in each case, that any such Appraisal Reduction Amount shall not be allocated to
the General Motors Building B Loan to the extent (but only to the extent) that
the principal balance of the General Motors Building B Loan, net of such
Appraisal Reduction Amounts, would be less than zero).

            "General Motors Building Cure Right": the "Cure Right," as defined
in the General Motors Building Agreement Among Noteholders.

            "General Motors Building Material Event of Default": a "Material
Event of Default," as defined in the General Motors Building Agreement Among
Noteholders.

            "General Motors Building Monetary Event of Default": a "Monetary
Event of Default," as defined in the General Motors Building Agreement Among
Noteholders.

            "General Motors Building Mortgage Loan": As defined in the
preliminary statement herein.

            "General Motors Building Pari Passu Loan Noteholders": The holders
of the Notes for the General Motors Building Pari Passu Loans.

            "General Motors Building Pari Passu Loans": As defined in the
preliminary statement herein.

            "General Motors Building Senior Loans": As defined in the
preliminary statement herein.

            "General Motors Building Service Providers": With respect to each
General Motors Building Pari Passu Loan that has been deposited into a
securitization trust, the related trustee, master servicer, special servicer,
sub-servicer and any other Person that makes principal and/or interest advances
in respect of such mortgage loan pursuant to the related pooling and servicing
agreement.

            "General Motors Building Whole Loan": As defined in the preliminary
statement herein.

            "Global Certificates": The Class A-1, Class A-2, Class A-3, Class
A-SB, Class A-4, Class A-1A, Class X-C, Class X-P, Class A-J, Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class O, Class P, Class GMB-1, Class GMB-2, Class GMB-3 and Class GMB-4
Certificates.

            "Grantor Trust": As defined in the preliminary statement herein.

            "Grantor Trust Distribution Account": The segregated trust account
or sub-account created and maintained by the Bond Administrator pursuant to
Section 3.05(c), which shall be entitled "Wells Fargo Bank, N.A., as Trustee, in
trust for Holders of Deutsche Mortgage & Asset Receiving Corporation, COMM
2005-LP5 Commercial Mortgage Pass-Through Certificates, Grantor Trust
Distribution Account," and which must be an Eligible Account or a sub-account of
an Eligible Account. The Grantor Trust Distribution Account shall not be an
asset of the Lower-Tier REMIC or the Upper-Tier REMIC.

            "Group 1 Mortgage Loan" shall mean any Mortgage Loan identified on
the Mortgage Loan Schedule as belonging to Loan Group 1.

            "Group 2 Mortgage Loan" shall mean any Mortgage Loan identified on
the Mortgage Loan Schedule as belonging to Loan Group 2.

            "Guarantor": The guarantor under the Guaranty with respect to the
Credit Lease.

            "Guaranty": With respect to the Credit Lease Loan, a guaranty
agreement executed by an affiliate of the related Tenant that guarantees the
Tenant's obligations under the related Credit Lease.

            "Hazardous Materials": Any dangerous, toxic or hazardous pollutants,
chemicals, wastes, or substances, including, without limitation, those so
identified pursuant to the Comprehensive Environmental Response, Compensation
and Liability Act, 42 U.S.C. Section 9601 et seq., or any other environmental
laws now existing, and specifically including, without limitation, asbestos and
asbestos-containing materials, polychlorinated biphenyls ("PCBs"), radon gas,
petroleum and petroleum products, urea formaldehyde and any substances
classified as being "in inventory," "usable work in process" or similar
classification which would, if classified as unusable, be included in the
foregoing definition.

            "Historical Liquidation Report": A report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Historical Liquidation Report" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be promulgated
as recommended by the CMSA for commercial mortgage securities transactions
generally and, insofar as it requires the presentation of information in
addition to that called for by the form of the "Historical Liquidation Report"
available as of the Closing Date on the CMSA Website, is reasonably acceptable
to the Servicer or the Special Servicer, as applicable.

            "Historical Loan Modification and Corrected Mortgage Loan Report": A
report substantially in the form of, and containing the information called for
in, the downloadable form of the "Historical Loan Modification and Corrected
Mortgage Loan Report" available as of the Closing Date on the CMSA Website, or
such other form for the presentation of such information and containing such
additional information as may from time to time be promulgated as recommended by
the CMSA for commercial mortgage securities transactions generally and, insofar
as it requires the presentation of information in addition to that called for by
the form of the "Historical Loan Modification and Corrected Mortgage Loan
Report" available as of the Closing Date on the CMSA Website, is reasonably
acceptable to the Servicer or the Special Servicer, as applicable.

            "Holder": With respect to any Certificate, a Certificateholder; with
respect to any Lower-Tier Regular Interest, the Trustee.

            "Indemnified Party": As defined in Section 8.05(d), or Section
8.05(h), as the context requires.

            "Indemnifying Party": As defined in Section 8.05(d), or Section
8.05(h), as the context requires.

            "Independent": When used with respect to any specified Person, any
such Person who (i) does not have any direct financial interest, or any material
indirect financial interest, in any of the Depositor, the Trustee, the Bond
Administrator, the Servicer, the Special Servicer, the Directing Holder, any
Borrower or Manager or any Affiliate thereof, and (ii) is not connected with any
such Person thereof as an officer, employee, promoter, underwriter, trustee,
partner, director or Person performing similar functions.

            "Independent Contractor": Either (i) any Person that would be an
"independent contractor" with respect to the Trust Fund within the meaning of
Section 856(d)(3) of the Code if the Trust Fund were a real estate investment
trust (except that the ownership tests set forth in that section shall be
considered to be met by any Person that owns, directly or indirectly, 35% or
more of any Class or 35% or more of the aggregate value of all Classes of
Certificates), provided that the Trust Fund does not receive or derive any
income from such Person and the relationship between such Person and the Trust
Fund is at arm's length, all within the meaning of Treasury Regulations Section
1.856-4(b)(5) (except neither the Servicer nor the Special Servicer shall be
considered to be an Independent Contractor under the definition in this clause
(i) unless an Opinion of Counsel (at the expense of the party seeking to be
deemed an Independent Contractor) addressed to the Servicer or the Special
Servicer, as applicable, the Bond Administrator and the Trustee has been
delivered to the Trustee to that effect) or (ii) any other Person (including the
Servicer and the Special Servicer) if the Servicer or the Special Servicer, as
applicable, on behalf of itself, the Trustee and the Bond Administrator, has
received an Opinion of Counsel (at the expense of the party seeking to be deemed
an Independent Contractor) to the effect that the taking of any action in
respect of any REO Property by such Person, subject to any conditions therein
specified, that is otherwise herein contemplated to be taken by an Independent
Contractor will not cause such REO Property to cease to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of the Code (determined
without regard to the exception applicable for purposes of Section 860D(a) of
the Code) or cause any income realized in respect of such REO Property to fail
to qualify as Rents from Real Property (provided that such income would
otherwise so qualify).

            "Individual Certificate": Any Certificate in definitive, fully
registered physical form without interest coupons.

            "Initial Purchasers": DBS and ABN AMRO Incorporated or their
respective successors in interest.

            "Initial Rate": The stated Mortgage Rate with respect to an ARD
Loan.

            "Initial Resolution Period": As defined in Section 2.03(d).

            "Institutional Accredited Investor": An entity meeting the
requirements of Rule 501(a)(l), (2), (3) or (7) of Regulation D promulgated
under the Act, or an entity in which all the equity owners meet such
requirements.

            "Insurance Proceeds": Proceeds of any fire and hazard insurance
policy, title policy or other insurance policy relating to a Mortgage Loan or
Serviced Whole Loan (including any amounts paid by the Servicer pursuant to
Section 3.08).

            "Interest Accrual Amount": With respect to any Distribution Date and
any Class of Certificates (other than the Class Q, Class R and Class LR
Certificates), an amount equal to interest for the related Interest Accrual
Period at the Pass-Through Rate for such Class on the related Certificate
Balance or Notional Balance, as applicable, outstanding immediately prior to
such Distribution Date minus the amount of any Excess Prepayment Interest
Shortfall or Class GMB Excess Prepayment Interest Shortfall, as applicable,
allocated to such Class with respect to such Distribution Date. Calculations of
interest due in respect of the Certificates shall be made on the basis of a
360-day year consisting of twelve 30-day months.

            "Interest Accrual Period": With respect to any Distribution Date,
the calendar month immediately preceding the month in which such Distribution
Date occurs.

            "Interest Deposit Amount": Shall mean an aggregate amount of
$591,147, consisting of $197,263, $62,938, $150,700, $44,479, $26,203, $25,432,
$9,633, $51,848 and $22,653, with respect to the Mortgage Loans identified on
the Mortgage Loan Schedule as Loan Nos. 8, 32, 9, 10, 34, 35, 36, 40 and 68,
respectively, which in each case represents the aggregate amount of interest
that would have accrued at the related Mortgage Rate on the Stated Principal
Balance as of the Cut-off Date of such Mortgage Loan had such Mortgage Loan been
originated on April 1, 2005, for the period from and including April 1, 2005 to
but excluding May 1, 2005.

            "Interest Reserve Account": The segregated trust account or
sub-account created and maintained by the Bond Administrator pursuant to Section
3.05(f), which shall be entitled "Wells Fargo Bank, N.A., as Trustee, in trust
for Holders of Deutsche Mortgage & Asset Receiving Corporation, COMM 2005-LP5
Mortgage Pass-Through Certificates, Interest Reserve Account" and which must be
an Eligible Account or a sub-account of an Eligible Account. The Interest
Reserve Account shall be an asset of the Lower-Tier REMIC.

            "Interested Person": As of any date of determination, the Depositor,
the Servicer, Special Servicer, the Trustee, the Bond Administrator, any Holder
of a Certificate, any Borrower, any Manager, any Independent Contractor engaged
by the Special Servicer pursuant to Section 3.17, or any Person known to a
Responsible Officer of either the Trustee or the Bond Administrator to be an
Affiliate of any of them.

            "Investment Account": As defined in Section 3.07(a).

            "Investment Representation Letter": As defined in Section
5.02(c)(i)(A).

            "IRS": The Internal Revenue Service.

            "Lakeside Mall A-1 Note": With respect to the Lakeside Mall Whole
Loan, the related promissory note in the original principal amount of
$97,500,000 which is pari passu in right of payment to the Lakeside Mall
Mortgage Loan, as from time to time amended, supplemented or modified, and any
replacements therefor.

            "Lakeside Mall Intercreditor Agreement": With respect to the
Lakeside Mall Mortgage Loan and the Lakeside Mall Pari Passu Loan, that certain
intercreditor agreement, dated as of February 17, 2005, by and among the initial
holder of the Lakeside Mall Mortgage Loan and the initial holder of the Lakeside
Mall Pari Passu Loan, as from time to time amended, supplemented or modified.

            "Lakeside Mall Mortgage Loan": As defined in the preliminary
statement herein.

            "Lakeside Mall Nonrecoverable Advance": Any "Nonrecoverable
Servicing Advance" (as defined in the GECMC 2005-C1 Pooling and Servicing
Agreement) made with respect to the Lakeside Mall Mortgage Loan pursuant to and
in accordance with the GECMC 2005-C1 Pooling and Servicing Agreement.

            "Lakeside Mall Pari Passu Loan Noteholder": The holder of the Note
for the Lakeside Mall Pari Passu Loan.

            "Lakeside Mall Pari Passu Loan": As defined in the preliminary
statement herein.

            "Lakeside Mall Service Providers": With respect to the Lakeside Mall
Pari Passu Loan that has been deposited into a securitization trust, the related
trustee, master servicer, special servicer, sub-servicer and any other Person
that makes principal and/or interest advances in respect of such mortgage loan
pursuant to the related pooling and servicing agreement.

            "Lakeside Mall Whole Loan": As defined in the preliminary statement
herein.

            "LaSalle": LaSalle Bank National Association, in its capacity as a
Mortgage Loan Seller, and its successors.

            "LaSalle Defeasance Rights and Obligations": As defined in Section
3.30(n).

            "LaSalle Purchase Agreement": The Mortgage Loan Purchase Agreement,
dated and effective the Closing Date, between LaSalle and the Depositor.

            "Late Collections": With respect to any Mortgage Loan or Serviced
Whole Loan, all amounts received thereon during any Collection Period (or the
related grace period), whether as payments, Insurance Proceeds, Condemnation
Proceeds, Liquidation Proceeds or otherwise, which represent late payments or
collections of principal or interest due in respect of such Mortgage Loan or
Serviced Whole Loan (without regard to any acceleration of amounts due
thereunder by reason of default) on a Due Date in a previous Collection Period
and not previously recovered. With respect to any REO Loan, all amounts received
in connection with the related REO Property during any Collection Period
(including any grace period applicable under the original Mortgage Loan or
Serviced Whole Loan), whether as Insurance Proceeds, Condemnation Proceeds,
Liquidation Proceeds, REO Proceeds or otherwise, which represent late
collections of principal or interest due or deemed due in respect of such REO
Loan or the predecessor Mortgage Loan or Serviced Whole Loan (without regard to
any acceleration of amounts due under the predecessor Mortgage Loan or Serviced
Whole Loan by reason of default) on a Due Date in a previous Collection Period
and not previously recovered. The term "Late Collections" shall specifically
exclude Penalty Charges.

            "Liquidation Expenses": All customary, reasonable and necessary "out
of pocket" costs and expenses incurred by the Servicer, the Special Servicer,
the Trustee and the Bond Administrator in connection with the liquidation of any
Mortgage Loan or Serviced Whole Loan or the liquidation of an REO Property or
the sale of any Mortgage Loan pursuant to Section 3.18 or Section 9.01
(including, without limitation, legal fees and expenses, committee or referee
fees, and, if applicable, brokerage commissions, and conveyance taxes).

            "Liquidation Fee": A fee payable to the Special Servicer with
respect to each Specially Serviced Loan or REO Loan or with respect to each
Mortgage Loan as specified in clause (b) of this definition, in each case as to
which the Special Servicer receives a full or discounted payoff with respect
thereto from the related Borrower or Mortgage Loan Seller, as applicable, or any
Liquidation Proceeds with respect thereto (in any case, other than amounts for
which a Workout Fee has been paid, or will be payable), equal to the product of
the Liquidation Fee Rate and the proceeds of such full or discounted payoff or
the net Liquidation Proceeds (net of the related costs and expenses associated
with the related liquidation) related to such liquidated or repurchased Mortgage
Loan or Specially Serviced Loan, as the case may be; provided, however, that (a)
no such fee shall be payable with respect to clauses (iii) or (v) of the
definition of Liquidation Proceeds (except, in the case of clause (iii), to the
extent a Liquidation Fee is required to be paid pursuant to Section 3.18
hereof); no such fee shall be payable in the case of clause (vi) of the
definition of Liquidation Proceeds unless the existing or any future related
mezzanine intercreditor agreement requires the purchaser to pay such fee; no
such fee shall be payable in the case of clause (vii) of the definition of
Liquidation Proceeds except to the extent the related Co-Lender Agreement
requires the purchaser to pay such fee, and (b) in the case of a final
disposition consisting of the repurchase of a Mortgage Loan (or related REO
Loan) by the applicable Mortgage Loan Seller pursuant to Section 2.03(d), no
such fee shall be paid by a Mortgage Loan Seller or be due to the Special
Servicer if the applicable Mortgage Loan Seller repurchases such Mortgage Loan
within the time period set forth in Section 2.03(d) (and giving effect to any
applicable extension period beyond the end of the Initial Resolution Period set
forth in Section 2.03(d)) and, with respect to any Serviced Companion Loan, no
such fee shall be due to the Special Servicer under this Agreement in connection
with a repurchase of such Serviced Companion Loan under the applicable Serviced
Companion Loan Securitization Agreement.

            "Liquidation Fee Rate":  A rate equal to 1.0%.

            "Liquidation Proceeds": Cash amounts (other than Insurance Proceeds
and Condemnation Proceeds and REO Revenues) received by or paid to the Servicer
or the Special Servicer in connection with: (i) the liquidation of a Mortgaged
Property or other collateral constituting security for a Defaulted Mortgage
Loan, through trustee's sale, foreclosure sale, REO Disposition or otherwise,
exclusive of any portion thereof required to be released to the related Borrower
in accordance with applicable law and the terms and conditions of the related
Note and Mortgage; (ii) the realization upon any deficiency judgment obtained
against a Borrower; (iii) the purchase of a Defaulted Mortgage Loan by the
Directing Certificateholder, the Special Servicer or the Persons permitted to
purchase the General Motors Building Pari Passu Loans, the General Motors
Building B Loan, the Wellpoint Office Tower Pari Passu Loans and the Loews Miami
Beach Pari Passu Loan pursuant to Section 3.18; (iv) the repurchase of a
Mortgage Loan (or related REO Loan) by the applicable Mortgage Loan Seller
pursuant to Section 2.03(d) or of a Serviced Companion Loan by the seller
thereof pursuant to any loan purchase agreement; (v) the purchase of all the
Mortgage Loans and all property acquired in respect of any Mortgage Loan by the
Sole Certificateholder, the Certificateholder owning a majority of the
Percentage Interests in the Controlling Class, the Special Servicer or the
Servicer pursuant to Section 9.01; (vi) in connection with any existing
mezzanine indebtedness or any mezzanine indebtedness that may exist on a future
date, the purchase of the related Mortgage Loan by a mezzanine lender; (vii) in
the case of the General Motors Building Mortgage Loan or the FedEx-Bellingham
Mortgage Loan, the purchase of the related Mortgage Loan by the holder of the
FedEx-Bellingham B Loan or the Class GMB Directing Certificateholder, as
applicable, pursuant to the related Co-Lender Agreement; or (viii) except for
purposes of Section 3.12(c) and (d), the transfer of any Loss of Value Payments
from the Loss of Value Reserve Fund to the Collection Account.

            "Loan Agreement": With respect to any Mortgage Loan or Serviced
Whole Loan, the loan agreement, if any, between the related Originator and the
Borrower, pursuant to which such Mortgage Loan was made.

            "Loan Documents": With respect to any Mortgage Loan or Serviced
Whole Loan, the documents executed or delivered in connection with the
origination of such Mortgage Loan or Serviced Whole Loan or subsequently added
to the related Mortgage File.

            "Loan Group": Either Loan Group 1 or Loan Group 2.

            "Loan Group 1": Collectively, all of the Mortgage Loans that are
Group 1 Mortgage Loans and any successor REO Loans with respect thereto.

            "Loan Group 1 Principal Distribution Amount": With respect to any
Distribution Date, that portion, if any, of the Principal Distribution Amount
attributable to Loan Group 1.

            "Loan Group 2": Collectively, all of the Mortgage Loan that are
Group 2 Mortgage Loans and any successor REO Loans with respect thereto.

            "Loan Group 2 Principal Distribution Amount": With respect to any
Distribution Date, that portion, if any, of the Principal Distribution Amount
attributable to Loan Group 2.

            "Loan Level Reserve/LOC Report": A report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Loan Level Reserve/LOC Report" available as of the Closing Date on the CMSA
Website, or such other final form for the presentation of such information and
containing such additional information as may from time to time be promulgated
as recommended by the CMSA for commercial mortgage securities transactions
generally and, insofar as it requires the presentation of information in
addition to that called for by the form of the "Loan Level Reserve/LOC Report"
available as of the Closing Date on the CMSA Website, is reasonably acceptable
to the Servicer or the Special Servicer, as applicable.

            "Loan Number": With respect to any Mortgage Loan, the loan number by
which such Mortgage Loan was identified on the books and records of the
Depositor or any sub-servicer for the Depositor, as set forth in the Mortgage
Loan Schedule.

            "Lock-Box Account": With respect to any Mortgaged Property, if
applicable, any account created pursuant to the related Loan Documents to
receive revenues therefrom. Any Lock-Box Account shall be beneficially owned for
federal income tax purposes by the Person who is entitled to receive the
reinvestment income or gain thereon in accordance with the terms and provisions
of the related Mortgage Loan or Serviced Whole Loan and Section 3.07, which
Person shall be taxed on all reinvestment income or gain thereon. The Servicer
shall be permitted to make withdrawals therefrom for deposit into the related
Cash Collateral Accounts in accordance with the terms of the related Mortgage
Loan.

            "Lock-Box Agreement": With respect to any Mortgage Loan or Serviced
Whole Loan, the lock-box agreement, if any, between the related Originator and
the Borrower, pursuant to which the related Lock-Box Account, if any, may have
been established.

            "Loews Miami Beach Intercreditor Agreement": With respect to the
Loews Miami Beach Mortgage Loan and the Loews Miami Beach Pari Passu Loans, that
certain intercreditor agreement, dated as of the Closing Date, by and among the
initial holder of the Loews Miami Beach Mortgage Loan and the initial holders of
the Loews Miami Beach Pari Passu Loans, as from time to time amended,
supplemented or modified.

            "Loews Miami Beach Mortgage Loan": As defined in the preliminary
statement herein.

            "Loews Miami Beach Pari Passu Loans": As defined in the preliminary
statement herein.

            "Loews Miami Beach Service Provider": With respect to each Loews
Miami Beach Pari Passu Loan that has been deposited into a securitization trust,
the related trustee, master servicer, special servicer, sub-servicer and any
other Person that makes principal and/or interest advances in respect of such
mortgage loan pursuant to the related pooling and servicing agreement.

            "Loews Miami Beach Whole Loan": As defined in the preliminary
statement herein.

            "Loss of Value Payment": As defined in Section 2.03(d).

            "Loss of Value Reserve Fund": The "outside reserve fund" (within the
meaning of Treasury Regulations Section 1.860G-2(h)) designated as such pursuant
to Section 3.05(e) of this Agreement. The Loss of Value Reserve Fund will be
part of the Trust Fund but not part of the Grantor Trust or any REMIC.

            "Lower-Tier Distribution Account": The segregated trust account or
sub-account created and maintained by the Bond Administrator pursuant to Section
3.05(b), which shall be entitled "Wells Fargo Bank, N.A., as Trustee, in trust
for Holders of Deutsche Mortgage & Asset Receiving Corporation, COMM 2005-LP5
Commercial Mortgage Pass-Through Certificates, Lower-Tier Distribution Account"
and which must be an Eligible Account or a sub-account of an Eligible Account.
The Lower-Tier Distribution Account shall be an asset of the Lower-Tier REMIC.

            "Lower-Tier Distribution Amount": The sum of the Pooled Lower-Tier
Distribution Amount and Class GMB Lower-Tier Distribution Amount.

            "Lower-Tier Principal Balance": With respect to any Class of
Lower-Tier Regular Interest, initially will equal the original principal balance
set forth in the preliminary statement herein, and from time to time will equal
such amount reduced by (i) in the case of any Pooled Lower-Tier Regular
Interest, the amount of distributions of the Lower-Tier Distribution Amount
allocable to principal and Realized Losses allocable thereto in all prior
periods as described in Section 4.01(a)(ii) and 4.01(f) hereof and (ii) in the
case of any Class GMB Lower-Tier Regular Interest, the amount of distributions
of the Class GMB Lower-Tier Distribution Amount allocable to principal and Class
GMB Collateral Support Deficits allocable thereto in all prior periods as
described in Section 4.01A(a)(ii) and 4.01A(f) hereof.

            "Lower-Tier Regular Interests": The Class A-1L-1, Class A-1L-2,
Class A-1L-3, Class A-2L-1, Class A-2L-2, Class A-2L-3, Class A-2L-4, Class
A-2L-5, Class A-2L-6, Class A-2L-7, Class A-3L, Class A-SBL-1, Class A-SBL-2,
Class A-4L-1, Class A-4L-2, Class A-4L-3, Class A-4L-4, Class A-4L-5, Class
A-1AL-1, Class A-1AL-2, Class A-1AL-3, Class A-1AL-4, Class A-1AL-5, Class
A-1AL-6, Class A-1AL-7, Class A-1AL-8, Class A-1AL-9, Class A-1AL-10, Class
A-1AL-11, Class A-1AL-12, Class A-1AL-13, Class A-1AL-14, Class A-JL, Class B-L,
Class C-L, Class D-L-1, Class D-L-2, Class E-L-1, Class E-L-2, Class E-L-3,
Class E-L-4, Class F-L-1, Class F-L-2, Class F-L-3, Class G-L-1, Class G-L-2,
Class H-L-1, Class H-L-2, Class J-L-1, Class J-L-2, Class K-L-1, Class K-L-2,
Class L-L, Class M-L, Class N-L, Class O-L, Class P-L, Class GMB-1-L, Class
GMB-2-L, Class GMB-3-L and Class GMB-4-L Interests, issued by the Lower-Tier
REMIC and held by the Trustee as assets of the Upper-Tier REMIC. Each Lower-Tier
Regular Interest (i) relates to a Class of Certificates (other than the Class R,
Class LR, Class X-C, Class X-P and Class Q Certificates), (ii) is
uncertificated, (iii) has an initial Lower-Tier Principal Balance equal to the
original Lower-Tier Principal Balance set forth in the preliminary statement
herein, (iv) other than the Class GMB Lower-Tier Regular Interests, has a
Pass-Through Rate equal to the Weighted Average Net Mortgage Pass-Through Rate,
and in the case of the Class GMB Lower-Tier Regular Interests, has a
Pass-Through Rate equal to the Pass-Through Rate of the Class of Corresponding
Certificates, (v) has a "latest possible maturity date," within the meaning of
Treasury Regulations Section 1.860G-1(a), that is the Rated Final Distribution
Date and (vi) is entitled to the distributions in the amounts and at the times
specified in Section 4.01(a)(ii) and Section 4.01(c).

            "Lower-Tier REMIC": A segregated asset pool within the Trust Fund
consisting of the Mortgage Loans (exclusive of Excess Interest), collections
thereon, the Trust's interest in any REO Property acquired in respect thereof
(and, in the event the 63 Madison Avenue Whole Loan or the Lakeside Mall Whole
Loan becomes an "REO Property" under the GECMC 2005-C1 Pooling and Servicing
Agreement, as the case may be, a beneficial interest in the applicable portion
of such "REO Property"), amounts held from time to time in the Collection
Account and the Lower-Tier Distribution Account, the REO Account (to the extent
of the Trust Fund's interest therein), the Interest Reserve Account and the
Excess Liquidation Proceeds Account (to the extent of the Trust Fund's interest
therein) in respect thereof, and all other property included in the Trust Fund
that is not in the Upper-Tier REMIC or the Grantor Trust.

            "MAI": Member of the Appraisal Institute.

            "Management Agreement": With respect to any Mortgage Loan or
Serviced Whole Loan, the Management Agreement, if any, by and between the
Manager and the related Borrower, or any successor Management Agreement between
such parties.

            "Manager": With respect to any Mortgage Loan or Serviced Whole Loan,
any property manager for the related Mortgaged Properties.

            "Master Servicing Fee": With respect to each Mortgage Loan and
Serviced Companion Loan and for any Distribution Date, an amount per Interest
Accrual Period equal to the product of (i) the respective Master Servicing Fee
Rate and (ii) the Stated Principal Balance of such Mortgage Loan or Serviced
Companion Loan as of the Due Date in the immediately preceding Collection Period
(without giving effect to payments of principal on such Mortgage Loan or
Serviced Companion Loan on such Due Date). For the avoidance of doubt, with
respect to any B Loan (other than the General Motors Building B Loan), no
Servicing Fee shall accrue on the Stated Principal Balance thereof.

            "Master Servicing Fee Rate": With respect to each Mortgage Loan or
Serviced Companion Loan, the rate per annum set forth on Exhibit B-2.

            "Material Breach": As defined in Section 2.03(d).

            "Material Defect": As defined in Section 2.03(d).

            "Maturity Date": With respect to any Mortgage Loan or Serviced
Companion Loan as of any date of determination, the date on which the last
payment of principal is due and payable under the related Note, after taking
into account all Principal Prepayments received prior to such date of
determination, but without giving effect to (i) any acceleration of the
principal of such Mortgage Loan or Serviced Companion Loan by reason of default
thereunder or (ii) any grace period permitted by the related Note.

            "Modified Mortgage Loan": Any Specially Serviced Loan which has been
modified by the Special Servicer pursuant to Section 3.30 in a manner that:

            (a) affects the amount or timing of any payment of principal or
interest due thereon (other than, or in addition to, bringing current Monthly
Payments with respect to such Mortgage Loan or Serviced Companion Loan),
including any reduction in the Monthly Payment;

            (b) except as expressly contemplated by the related Mortgage,
results in a release of the lien of the Mortgage on any material portion of the
related Mortgaged Property without a corresponding Principal Prepayment in an
amount not less than the fair market value (as is), as determined by an
Appraisal delivered to the Special Servicer (at the expense of the related
Borrower and upon which the Special Servicer may conclusively rely), of the
property to be released; or

            (c) in the good faith and reasonable judgment of the Special
Servicer, otherwise materially impairs the security for such Mortgage Loan or
Serviced Companion Loan or reduces the likelihood of timely payment of amounts
due thereon.

            "Monthly Payment": With respect to any Mortgage Loan or Serviced
Companion Loan (other than any REO Loan) and any Due Date, the scheduled monthly
payment of principal, if any, and interest at the Mortgage Rate, excluding any
Balloon Payment (but not excluding any constant Monthly Payment due on a Balloon
Loan), which is payable by the related Borrower on such Due Date under the
related Note, excluding any Excess Interest. With respect to an REO Loan, the
monthly payment that would otherwise have been payable on the related Due Date
had the related Note not been discharged, determined as set forth in the
preceding sentence and on the assumption that all other amounts, if any, due
thereunder are paid when due.

            "Moody's": Moody's Investors Service, Inc., and its successors in
interest.

            "Mortgage": The mortgage, deed of trust or other instrument creating
a first lien on or first priority ownership interest in a Mortgaged Property
securing a Note.

            "Mortgage File": With respect to any Mortgage Loan or Serviced
Companion Loan, collectively, the mortgage documents listed in Section 2.01(i)
through (xxi) pertaining to such particular Mortgage Loan or Serviced Companion
Loan and any additional documents required to be added to such Mortgage File
pursuant to the express provisions of this Agreement.

            "Mortgage Loan": Each of the mortgage loans transferred and assigned
to the Trustee pursuant to Section 2.01 and from time to time held in the Trust
Fund, including without limitation the General Motors Building B Loan. The
mortgage loans originally so transferred, assigned and held are identified on
the Mortgage Loan Schedule as of the Closing Date. Such term shall include any
REO Loan, Specially Serviced Loan or any Mortgage Loan that has been defeased in
whole or in part. Such term shall not include the Serviced Companion Loans but
shall include the Serviced Mortgage Loans.

            "Mortgage Loan Purchase Agreements": Each of the GACC Purchase
Agreement, the LaSalle Purchase Agreement and the PNC Bank Purchase Agreement.

            "Mortgage Loan Schedule": The list of Mortgage Loans included in the
Trust Fund as of the Closing Date being attached hereto as Exhibit B-1, which
list shall set forth the following information with respect to each Mortgage
Loan:

            (a) the loan number;

            (b) the street address (including city, state and zip code) of the
related Mortgaged Property;

            (c) the Mortgage Rate in effect as of the Cut-off Date;

            (d) the original principal balance;

            (e) the Stated Principal Balance as of the Cut-off Date;

            (f) the Maturity Date or Anticipated Repayment Date for each
Mortgage Loan;

            (g) the Due Date;

            (h) the amount of the Monthly Payment due on the first Due Date
following the Cut-off Date;

            (i) in the case of the Credit Lease Loan, the identity of the Tenant
and the Guarantor under any applicable Guaranty, and the publicly available
corporate credit ratings of such Tenant and Guarantor as of the Closing Date;

            (j) the Servicing Fee Rate;

            (k) whether the Mortgage Loan is an Actual/360 Mortgage Loan;

            (l) whether such Mortgage Loan has an Anticipated Repayment Date;

            (m) the Revised Rate of such Mortgage Loan, if any;

            (n) whether such Mortgage Loan has a hard lock-box, a springing hard
lock-box, a soft-at-closing, springing hard lock-box or no lock-box at all;

            (o) identifying any Mortgage Loans with which any such Mortgage
Loans are cross-collateralized;

            (p) the applicable Loan Group to which such Mortgage Loan belongs;
and

            (q) the number of units, pads, rooms or square feet with respect to
each Mortgaged Property.

Such list may be in the form of more than one list, collectively setting forth
all of the information required. A comparable list shall be prepared with
respect to each Serviced Companion Loan.

            "Mortgage Loan Sellers": Each of GACC, LaSalle and PNC Bank.

            "Mortgage Pool": All of the Mortgage Loans and any successor REO
Loans, collectively (excluding the General Motors Building B Loan and any REO
Loan with respect thereto). The Mortgage Pool does not include the Serviced
Companion Loans, or any related REO Loans.

            "Mortgaged Property": The underlying property securing a Mortgage
Loan including any REO Property, consisting of a fee simple estate, and, with
respect to certain Mortgage Loans, a leasehold estate or both a leasehold estate
and a fee simple estate, or a leasehold estate in a portion of the property and
a fee simple estate in the remainder, in a parcel of land improved by a
commercial property, together with any personal property, fixtures, leases and
other property or rights pertaining thereto.

            "Mortgage Rate": With respect to each Mortgage Loan, Serviced
Companion Loan and any Interest Accrual Period, the annual rate at which
interest accrues on such Mortgage Loan or Serviced Companion Loan during such
period (in the absence of a default), as set forth in the related Note from time
to time. The "Mortgage Rate" for purposes of calculating the Net Mortgage
Pass-Through Rate and the Weighted Average Net Mortgage Pass-Through Rate shall
be the Mortgage Rate of such Mortgage Loan or Serviced Companion Loan without
giving effect to any Default Rate or any Excess Interest and without taking into
account any reduction in the interest rate by a bankruptcy court pursuant to a
plan of reorganization or pursuant to any of its equitable powers or a reduction
in interest or principal due to a modification pursuant to Section 3.30, 3.31 or
3.32 hereof, as applicable.

            "Net Condemnation Proceeds": Condemnation Proceeds, to the extent
such proceeds are not to be applied to the restoration, preservation or repair
of the related Mortgaged Property or released to the Borrower in accordance with
the express requirements of the Mortgage or Note or other documents included in
the Mortgage File or in accordance with the Servicing Standard.

            "Net Default Interest": With respect to any Distribution Date, an
amount equal to the sum of (i) the amount of the aggregate collected Default
Interest allocable to the Mortgage Loans received during the preceding
Collection Period, minus (ii) any portions thereof withdrawn (A) from the
Collection Account pursuant to Section 3.06(b)(ix) for Advance Interest Amounts
and unreimbursed Additional Trust Fund Expenses incurred during or prior to such
Collection Period and (B) from each Serviced Whole Loan Collection Account
pursuant to Section 3.06(c)(ix) for Advance Interest Amounts and unreimbursed
Additional Trust Fund Expenses incurred during such Collection Period.

            "Net Insurance Proceeds": Insurance Proceeds, to the extent such
proceeds are not to be applied to the restoration of the related Mortgaged
Property or released to the Borrower in accordance with the express requirements
of the Mortgage or Note or other documents included in the Mortgage File or in
accordance with prudent and customary servicing practices.

            "Net Liquidation Proceeds": The Liquidation Proceeds received with
respect to any Mortgage Loan or Serviced Whole Loan net of the amount of (i)
Liquidation Expenses incurred with respect thereto and, (ii) with respect to
proceeds received in connection with the taking of a Mortgaged Property (or
portion thereof) by the power of eminent domain in condemnation, amounts
required to be applied to the restoration or repair of the related Mortgaged
Property.

            "Net Mortgage Pass-Through Rate": With respect to any Mortgage Loan
or Serviced Companion Loan and any Distribution Date, the per annum rate equal
to the Mortgage Rate for such Mortgage Loan or Serviced Companion Loan, minus,
for any such Mortgage Loan or Serviced Companion Loan, the aggregate of the
applicable Servicing Fee Rate (in the case of the 63 Madison Avenue Mortgage
Loan and the Lakeside Mall Mortgage Loan, the applicable Servicing Fee Rate and
the servicing fee rate pursuant to the related Other Pooling and Servicing
Agreement) and Trustee Fee Rate; provided, however, that for purposes of
calculating Pass-Through Rates, the Net Mortgage Pass-Through Rate for any
Mortgage Loan or Serviced Companion Loan will be determined without regard to
any modification, waiver or amendment of the terms of such Mortgage Loan or
Serviced Companion Loan, whether agreed to by the Servicer or resulting from a
bankruptcy, insolvency or similar proceeding involving the Borrower.

            Notwithstanding the foregoing, if any such Mortgage Loan does not
accrue interest on the basis of a 360-day year consisting of twelve 30-day
months, then the "Net Mortgage Pass-Through Rate" of such Mortgage Loan for any
Interest Accrual Period will be the annualized rate at which interest would have
to accrue in respect of such Mortgage Loan on the basis of a 360-day year
consisting of twelve 30-day months in order to produce the aggregate amount of
interest actually accrued in respect of such Mortgage Loan at the related
Mortgage Rate less the Servicing Fee Rate and the Trustee Fee Rate during such
Interest Accrual Period; provided, however, that with respect to each such
Mortgage Loan and also with respect to the General Motors Building Mortgage
Loan, the Mortgage Rate for the one-month period (i) preceding the Due Dates in
(a) January and February in each year that is not a leap year or (b) February
only in each year that is a leap year will be determined exclusive of the
amounts withheld from that month and (ii) preceding the Due Date in March, will
be determined inclusive of the Withheld Amounts from the immediately preceding
February and, if applicable, January.

            "Net Prepayment Interest Excess": The excess amount, if any, that
the aggregate of all Prepayment Interest Excess for all Mortgage Loans in the
Mortgage Pool exceeds the aggregate of all Prepayment Interest Shortfalls for
all Mortgage Loans in the Mortgage Pool as of any Distribution Date.

            "Net Prepayment Interest Shortfall": With respect to the Mortgage
Loans in the Mortgage Pool, the aggregate Prepayment Interest Shortfalls on the
Mortgage Loans in the Mortgage Pool in excess of the Servicer Prepayment
Interest Shortfall on the Mortgage Loans in the Mortgage Pool.

            "Net REO Proceeds": With respect to each REO Property, REO Proceeds
with respect to such REO Property net of any insurance premiums, taxes,
assessments and other costs and expenses permitted to be paid therefrom pursuant
to Section 3.17(b) of this Agreement.

            "New Lease": Any lease of REO Property entered into on behalf of the
Lower-Tier REMIC if such REMIC has the right to renegotiate the terms of such
lease, including any lease renewed or extended on behalf of such REMIC.

            "NOI Adjustment Worksheet": A report substantially in the form of,
and containing the information called for in, the downloadable form of the "NOI
Adjustment Worksheet" available as of the Closing Date on the CMSA Website, or
such other form for the presentation of such information and containing such
additional information as may from time to time be promulgated as recommended by
the CMSA for commercial mortgage securities transactions generally and, insofar
as it requires the presentation of information in addition to that called for by
the form of the "NOI Adjustment Worksheet" available as of the Closing Date on
the CMSA Website, is acceptable to the Servicer or the Special Servicer, as
applicable.

            "Non-Serviced Mortgage Loan": Each of the 63 Madison Avenue Mortgage
Loan and the Lakeside Mall Mortgage Loan, as the context may require.

            "Non-Serviced Mortgage Loan Service Providers": The 63 Madison
Avenue Service Providers and the Lakeside Mall Service Providers, as the context
may require.

            "Non-Serviced Whole Loans": Each of the 63 Madison Avenue Whole Loan
and the Lakeside Mall Whole Loan, as the context may require.

            "Non-U.S. Person": A person that is not a U.S. Person.

            "Nonrecoverable Advance": (a) Any Nonrecoverable P&I Advance or
Nonrecoverable Property Advance, (b) any 63 Madison Avenue Nonrecoverable
Advance and (c) any Lakeside Mall Nonrecoverable Advance. Workout-Delayed
Reimbursement Amounts shall constitute a Nonrecoverable Advance only when the
Person making such determination in accordance with the procedures specified in
the definition of Nonrecoverable P&I Advance or Nonrecoverable Property Advance,
as applicable, and taking into account factors such as all other outstanding
Advances, has determined that such Workout-Delayed Reimbursement Amounts,
together with any accrued and unpaid interest thereon, would not ultimately be
recoverable from Late Collections or any other recovery on or in respect of (i)
with respect to Nonrecoverable P&I Advances, general collections on the related
Mortgage Loan or REO Loan and (ii) with respect to Nonrecoverable Property
Advances, the general collections on the related Mortgage Loan (or if
applicable, a Serviced Whole Loan) or REO Loan.

            "Nonrecoverable P&I Advance": Any P&I Advance previously made or
proposed to be made in respect of a Mortgage Loan or REO Loan which, in the
reasonable judgment of the Servicer, the Special Servicer, in each case in
accordance with the Servicing Standard, or the Trustee, as applicable, would not
be ultimately recoverable, together with any accrued and unpaid interest
thereon, from late payments, Condemnation Proceeds, Insurance Proceeds,
Liquidation Proceeds and other collections on or in respect of the related
Mortgage Loan or REO Loan, which shall be evidenced by an officer certificate as
provided by Section 4.07(c). In the case of a Cross-Collateralized Mortgage
Loan, such recoverability determination shall take into account the cross
collateralization of the related Cross-Collateralized Mortgage Loan.

            "Nonrecoverable Property Advance": Any Property Advance previously
made or proposed to be made in respect of a Mortgage Loan (other than the
Non-Serviced Mortgage Loans) or Serviced Whole Loan or any REO Property that, in
the reasonable judgment of the Servicer, the Special Servicer, in each case in
accordance with the Servicing Standard, or the Trustee, as applicable, would not
be ultimately recoverable, together with any accrued and unpaid interest
thereon, from late payments, Condemnation Proceeds, Insurance Proceeds,
Liquidation Proceeds and other collections on or in respect of the related
Mortgage Loan, REO Loan or Serviced Whole Loan, which shall be evidenced by an
officer certificate as provided by Section 3.24(d). The determination as to the
recoverability of any property advance previously made or proposed to be made in
respect of the 63 Madison Avenue Whole Loan or the Lakeside Mall Whole Loan
shall be made by the GECMC 2005-C1 Servicer or any other party making such
determination, pursuant to the GECMC 2005-C1 Pooling and Servicing Agreement.
Any such determination made by the GECMC 2005-C1 Servicer shall be conclusive
and binding on the Certificateholders and may, in all cases, be conclusively
relied upon by the Servicer, the Special Servicer and the Trustee, as
applicable. In the case of a cross-collateralized Mortgage Loan, such
recoverability determination shall take into account the cross collateralization
of the related cross-collateralized Mortgage Loan.

            "Note": With respect to any Mortgage Loan or Serviced Companion Loan
as of any date of determination, the note or other evidence of indebtedness
and/or agreements evidencing the indebtedness of a Borrower under such Mortgage
Loan or Serviced Companion Loan including any amendments or modifications, or
any renewal or substitution notes, as of such date.

            "Notice of Termination": Any of the notices given to the Trustee,
the Bond Administrator and the Servicer by the Certificateholder owning a
majority of the Percentage Interests in the Controlling Class, the Special
Servicer or the Servicer pursuant to Section 9.01(c).

            "Notional Amount" or "Notional Balance": As of any date of
determination: (i) with respect to all of the Class X-C Certificates as a Class,
the Class X-C Notional Amount as of such date of determination; (ii) with
respect to any Class X-C Certificate, the product of the Percentage Interest
evidenced by such Certificate and the Class X-C Notional Amount as of such date
of determination; (iii) with respect to all of the Class X-P Certificates as a
Class, the Class X-P Notional Amount as of such date of determination; (iv) with
respect to any Class X-P Certificate, the product of the Percentage Interest
evidenced by such Certificate and the Class X-P Notional Amount as of such date
of determination; and (v) with respect to any Component, as set forth in the
definition of such Component.

            "Officer's Certificate": A certificate signed by the Chairman of the
Board, the Vice Chairman of the Board, the President or a Vice President
(however denominated) and by the Treasurer, the Secretary, one of the Assistant
Treasurers or Assistant Secretaries, any Trust Officer or other officer of the
Servicer or Special Servicer customarily performing functions similar to those
performed by any of the above designated officers, any Servicing Officer and
also with respect to a particular matter, any other officer to whom such matter
is referred because of such officer's knowledge of and familiarity with the
particular subject, or an authorized officer of the Depositor, and delivered to
the Depositor, the Trustee, the Bond Administrator, the Special Servicer or the
Servicer, as the case may be.

            "Operating Statement Analysis Report": A report substantially in the
form of, and contain the information called for in, the downloadable form of the
"Operating Statement Analysis Report" available as of the Closing Date on the
CMSA Website or in such other form for the presentation of such information and
containing such additional information as may from time to time be promulgated
as recommended by the CMSA for commercial mortgage-backed securities
transactions generally and, insofar as it requires the presentation of
information in addition to that called for by the form of the "Operating
Statement Analysis Report" available as of the Closing Date on the CMSA Website,
is reasonably acceptable to the Servicer or the Special Servicer, as applicable.

            "Opinion of Counsel": A written opinion of counsel, who may, without
limitation, be counsel for the Depositor, the Special Servicer or the Servicer,
as the case may be, acceptable to the Bond Administrator and the Trustee, except
that any opinion of counsel relating to (a) qualification of the Upper-Tier
REMIC or the Lower-Tier REMIC as a REMIC or the imposition of tax under the
REMIC Provisions on any income or property of any REMIC, (b) compliance with the
REMIC Provisions (including application of the definition of "Independent
Contractor"), (c) qualification of the Grantor Trust as a grantor trust or (d) a
resignation of the Servicer or the Special Servicer pursuant to Section 6.04,
must be an opinion of counsel who is Independent of the Depositor and the
Servicer.

            "Originator": Any of (i) the Mortgage Loan Sellers, and (ii) with
respect to any Mortgage Loan acquired by a Mortgage Loan Seller, the originator
of such Mortgage Loan.

            "Other Depositor": With respect to each Other Pooling and Servicing
Agreement, the related depositor thereunder.

            "Other Indemnified Parties": As defined in Section 6.07.

            "Other Pooling and Servicing Agreement": The GECMC 2005-C1 Pooling
and Servicing Agreement, as from time to time amended, supplemented or modified.

            "Other Servicer": With respect to the Other Pooling and Servicing
Agreement, the related master servicer thereunder.

            "Other Special Servicer": With respect to the Other Pooling and
Servicing Agreement, the related special servicer thereunder.

            "Other Trustee": With respect to the Other Pooling and Servicing
Agreement, the related trustee thereunder.

            "Ownership Interest": Any record or beneficial interest in a Class R
or Class LR Certificate.

            "P&I Advance": As to any Mortgage Loan, any advance made by the
Servicer or the Trustee pursuant to Section 4.07. Each reference to the payment
or reimbursement of a P&I Advance shall be deemed to include, whether or not
specifically referred to and without duplication, payment or reimbursement of
interest thereon at the Advance Rate from and including the date of the making
of such P&I Advance to and including the date of payment or reimbursement.

            "P&I Advance Determination Date": With respect to any Distribution
Date, the second Business Day prior to such Distribution Date.

            "Pass-Through Rate": With respect to each Class of Certificates
(other than the Class Q, Class R and Class LR Certificates), the Pass-Through
Rate for such Class as set forth below:


             Class                      Pass-Through Rate
-----------------------------     ---------------------------
Class A-1....................     Class A-1 Pass-Through Rate
Class A-2....................     Class A-2 Pass-Through Rate
Class A-3....................     Class A-3 Pass-Through Rate
Class A-SB...................     Class A-SB Pass-Through Rate
Class A-4....................     Class A-4 Pass-Through Rate
Class A-1A...................     Class A-1A Pass-Through Rate
Class X-C....................     Class X-C Pass-Through Rate
Class X-P....................     Class X-P Pass-Through Rate
Class A-J....................     Class A-J Pass-Through Rate
Class B......................     Class B Pass-Through Rate
Class C......................     Class C Pass-Through Rate
Class D......................     Class D Pass-Through Rate
Class E......................     Class E Pass-Through Rate
Class F......................     Class F Pass-Through Rate
Class G......................     Class G Pass-Through Rate
Class H......................     Class H Pass-Through Rate
Class J......................     Class J Pass-Through Rate
Class K......................     Class K Pass-Through Rate
Class L......................     Class L Pass-Through Rate
Class M......................     Class M Pass-Through Rate
Class N......................     Class N Pass-Through Rate
Class O......................     Class O Pass-Through Rate
Class P......................     Class P Pass-Through Rate
Class GMB-1..................     Class GMB-1 Pass-Through Rate
Class GMB-2..................     Class GMB-2 Pass-Through Rate
Class GMB-3..................     Class GMB-3 Pass-Through Rate
Class GMB-4..................     Class GMB-4 Pass-Through Rate


            With respect to each Class of Lower-Tier Regular Interests (other
than the Class GMB Lower-Tier Regular Interests), the Weighted Average Net
Mortgage Pass-Through Rate and, with respect to the Class GMB Lower-Tier Regular
Interests, the Pass-Through Rate of the Class of Corresponding Certificates.

            "Paying Agent": The paying agent appointed pursuant to Section 5.04.

            "Penalty Charges": With respect to any Mortgage Loan or Serviced
Companion Loan (or successor REO Loan), any amounts collected thereon that
represent late payment charges or Default Interest, other than a Yield
Maintenance Charge or Excess Interest.

            "Percentage Interest": As to any Certificate (other than the Class Q
Certificates), the percentage interest evidenced thereby in distributions
required to be made with respect to the related Class. With respect to any
Certificate (except the Class Q, Class R and Class LR Certificates), the
percentage interest is equal to the initial denomination of such Certificate
divided by the initial Certificate Balance or Notional Balance, as applicable,
of such Class of Certificates. With respect to any Class Q, Class R or Class LR
Certificate, the percentage interest is set forth on the face thereof.

            "Performing Loan": A Mortgage Loan or Serviced Whole Loan that is
not a Specially Serviced Loan or REO Loan.

            "Permitted Investments": Any one or more of the following
obligations or securities payable on demand or having a scheduled maturity on or
before the Business Day preceding the date upon which such funds are required to
be drawn, regardless of whether issued by the Depositor, the Servicer, the
Special Servicer, the Trustee, the Bond Administrator or any of their respective
Affiliates and having at all times the required ratings, if any, provided for in
this definition, unless each Rating Agency (and Fitch and/or DBRS, as
applicable, to the extent that a Serviced Pari Passu Loan has been deposited
into a commercial mortgage securitization that is rated by Fitch and/or DBRS, as
applicable, and the particular related investment relates solely to the related
Serviced Whole Loan, provided, however, if any of the following obligations or
securities is not rated by Fitch and/or DBRS, as applicable, then no
confirmation will be required from Fitch and/or DBRS, as applicable, so long as
such obligation or security has the required ratings, if any, by two
nationally-recognized statistical rating organizations) shall have confirmed in
writing to the Servicer that a lower rating would not, in and of itself, result
in a downgrade, qualification or withdrawal of the then-current ratings assigned
to the Certificates or Serviced Companion Loan Securities:

            (a) direct obligations of, or obligations fully guaranteed as to
payment of principal and interest by, the United States or any agency or
instrumentality thereof provided such obligations are backed by the full faith
and credit of the United States of America including, without limitation,
obligations of the U.S. Treasury (all direct or fully guaranteed obligations),
the Farmers Home Administration (certificates of beneficial ownership), the
General Services Administration (participation certificates), the U.S. Maritime
Administration (guaranteed Title XI financing), the Small Business
Administration (guaranteed participation certificates and guaranteed pool
certificates), the U.S. Department of Housing and Urban Development (local
authority bonds) and the Washington Metropolitan Area Transit Authority
(guaranteed transit bonds); provided, however, that each investment described in
this clause must (A) have a predetermined fixed dollar amount of principal due
at maturity, which cannot vary or change, (B) if bearing a variable rate of
interest, have its interest rate tied to a single interest rate index plus a
fixed spread (if any) and move proportionately with that index, and (C) not be
subject to liquidation prior to its maturity;

            (b) Federal Housing Administration debentures;

            (c) obligations of the following United States government sponsored
agencies: Federal Home Loan Mortgage Corp. (debt obligations), the Farm Credit
System (consolidated systemwide bonds and notes), the Federal Home Loan Banks
(consolidated debt obligations), the Federal National Mortgage Association (debt
obligations), the Student Loan Marketing Association (debt obligations), the
Financing Corp. (debt obligations), and the Resolution Funding Corp. (debt
obligations); provided, however, that each investment described in this clause
must (A) have a predetermined fixed dollar amount of principal due at maturity,
which cannot vary or change, (B) if bearing a variable rate of interest, its
interest rate tied to a single interest rate index plus a fixed spread (if any)
and move proportionately with that index, and (C) not be subject to liquidation
prior to their maturity;

            (d) federal funds, unsecured certificates of deposit, time or
similar deposits, bankers' acceptances and repurchase agreements, with
maturities of not more than 365 days, of any bank, the short term obligations of
which are rated in the highest short term rating category by each Rating Agency
(and Fitch and/or DBRS, as applicable, to the extent that a Serviced Pari Passu
Loan has been deposited into a commercial mortgage securitization that is rated
by Fitch and/or DBRS, as applicable, and the particular related investment
relates solely to the related Serviced Whole Loan) or, if not rated by S&P or
Moody's or Fitch and/or DBRS, as applicable (to the extent that a Serviced Pari
Passu Loan has been deposited into a commercial mortgage securitization that is
rated by Fitch and/or DBRS, as applicable, and the particular related investment
relates solely to the related Serviced Whole Loan), otherwise acceptable to S&P
or Moody's and acceptable to Fitch and/or DBRS, as applicable, with respect to a
Serviced Companion Loan security that is rated by Fitch and/or DBRS, as
applicable, and in each case as confirmed in writing that such investment would
not, in and of itself, result in a downgrade, qualification or withdrawal of the
then-current ratings assigned to the Certificates or Serviced Companion Loan
Securities; provided, however, that the investment described in this clause must
(A) have a predetermined fixed dollar amount of principal due at maturity, which
cannot vary or change, (B) if bearing a variable rate of interest, have its
interest rate tied to a single interest rate index plus a fixed spread (if any)
and move proportionately with that index, and (C) not be subject to liquidation
prior to its maturity;

            (e) fully Federal Deposit Insurance Corporation-insured demand and
time deposits in, or certificates of deposit of, or bankers' acceptances issued
by, any bank or trust company, savings and loan association or savings bank,
and, if such demand and time deposits in, or certificates of deposit of, or
bankers' acceptances are not fully insured by the Federal Deposit Insurance
Corporation, the short term obligations of such bank or trust company, savings
and loan association or savings bank are rated in the highest short term rating
category by each Rating Agency (and Fitch and/or DBRS, as applicable, to the
extent that a Serviced Pari Passu Loan has been deposited into a commercial
mortgage securitization that is rated by Fitch and/or DBRS, as applicable, and
the particular related investment relates solely to the related Serviced Whole
Loan) or, if not rated by S&P or Moody's or Fitch and/or DBRS, as applicable (to
the extent that a Serviced Pari Passu Loan has been deposited into a commercial
mortgage securitization that is rated by Fitch and/or DBRS, as applicable, and
the particular related investment relates solely to the related Serviced Whole
Loan), otherwise acceptable to S&P or Moody's and acceptable to Fitch and/or
DBRS, as applicable, with respect to a Serviced Companion Loan security that is
rated by Fitch and/or DBRS, as applicable, and in each case as confirmed in
writing that such investment would not, in and of itself, result in a downgrade,
qualification or withdrawal of the then-current ratings assigned to the
Certificates or Serviced Companion Loan Securities; provided, however, that each
investment described in this clause must (A) have a predetermined fixed dollar
amount of principal due at maturity, which cannot vary or change, (B) if bearing
a variable rate of interest, its interest rate tied to a single interest rate
index plus a fixed spread (if any) and move proportionately with that index, and
(C) not be subject to liquidation prior to their maturity;

            (f) debt obligations with maturities of not more than 365 days rated
in the highest long-term unsecured rating category by each Rating Agency (and
Fitch and/or DBRS, as applicable, to the extent that a Serviced Pari Passu Loan
has been deposited into a commercial mortgage securitization that is rated by
Fitch and/or DBRS, as applicable, and the particular related investment relates
solely to the related Serviced Whole Loan) or, if not rated by S&P or Moody's or
Fitch and/or DBRS, as applicable (to the extent that a Serviced Pari Passu Loan
has been deposited into a commercial mortgage securitization that is rated by
Fitch and/or DBRS, as applicable, and the particular related investment relates
solely to the related Serviced Whole Loan), otherwise acceptable to S&P or
Moody's and acceptable to Fitch and/or DBRS, as applicable, with respect to a
Serviced Companion Loan security that is rated by Fitch and/or DBRS, as
applicable, and in each case as confirmed in writing that such investment would
not, in and of itself, result in a downgrade, qualification or withdrawal of the
then-current ratings assigned to the Certificates or Serviced Companion Loan
Securities; provided, however, that each investment described in this clause
must (A) have a predetermined fixed dollar amount of principal due at maturity,
which cannot vary or change, (B) if bearing a variable rate of interest, have
its interest rate tied to a single interest rate index plus a fixed spread (if
any) and move proportionately with that index, and (C) not be subject to
liquidation prior to its maturity;

            (g) commercial paper (including both non-interest-bearing discount
obligations and interest-bearing obligations payable on demand or on a specified
date not more than one year after the date of issuance thereof) with maturities
of not more than 365 days and that is rated in the highest short-term unsecured
debt rating by each Rating Agency (and Fitch and/or DBRS, as applicable, to the
extent that a Serviced Pari Passu Loan has been deposited into a commercial
mortgage securitization that is rated by Fitch and/or DBRS, as applicable, and
the particular related investment relates solely to the related Serviced Whole
Loan) or, if not rated by S&P or Moody's or Fitch and/or DBRS, as applicable (to
the extent that a Serviced Pari Passu Loan has been deposited into a commercial
mortgage securitization that is rated by Fitch and/or DBRS, as applicable, and
the particular related investment relates solely to the related Serviced Whole
Loan), otherwise acceptable to S&P or Moody's and acceptable to Fitch and/or
DBRS, as applicable, with respect to a Serviced Companion Loan security that is
rated by Fitch and/or DBRS, as applicable, and in each case as confirmed in
writing that such investment would not, in and of itself, result in a downgrade,
qualification or withdrawal of the then-current ratings assigned to the
Certificates or Serviced Companion Loan Securities; provided, however, that each
investment described in this clause must (A) have a predetermined fixed dollar
amount of principal due at maturity, which cannot vary or change, (B) if bearing
a variable rate of interest, have its interest rate tied to a single interest
rate index plus a fixed spread (if any) and move proportionately with that
index, and (C) not be subject to liquidation prior to their maturity;

            (h) units of taxable money market mutual funds, issued by regulated
investment companies, which seek to maintain a constant net asset value per
share (including the Federated Prime Obligation Money Market Fund (the "Fund"))
so long as any such fund is rated in the highest short-term unsecured debt
ratings category by each Rating Agency (and Fitch and/or DBRS, as applicable, to
the extent that a Serviced Pari Passu Loan has been deposited into a commercial
mortgage securitization that is rated by Fitch and/or DBRS, as applicable, and
the particular related investment relates solely to the related Serviced Whole
Loan) or, if not rated by S&P or Moody's or Fitch and/or DBRS, as applicable (to
the extent that a Serviced Pari Passu Loan has been deposited into a commercial
mortgage securitization that is rated by Fitch and/or DBRS, as applicable, and
the particular related investment relates solely to the related Serviced Whole
Loan), otherwise acceptable to S&P or Moody's and acceptable to Fitch and/or
DBRS, as applicable, with respect to a Serviced Companion Loan security that is
rated by Fitch and/or DBRS, as applicable, and in each case as confirmed in
writing that such investment would not, in and of itself, result in a downgrade,
qualification or withdrawal of the then-current ratings assigned to the
Certificates or Serviced Companion Loan Securities; and

            (i) any other demand, money market or time deposit, demand
obligation or any other obligation, security or investment, provided that each
Rating Agency (and Fitch and/or DBRS, as applicable, to the extent that a
Serviced Pari Passu Loan has been deposited into a commercial mortgage
securitization that is rated by Fitch and/or DBRS, as applicable, and the
particular related investment relates solely to the related Serviced Whole Loan)
has confirmed in writing to the Servicer, Special Servicer, Trustee or the Bond
Administrator, as applicable, that such investment would not, in and of itself,
result in a downgrade, qualification or withdrawal of the then-current ratings
assigned to the Certificates or Serviced Companion Loan Securities.

provided, however, that no instrument or security shall be a Permitted
Investment (a) unless such instrument is a "cash flow investment" earning a
passive return in the nature of interest pursuant to Code Section 860G(a)(6) or
(b) if (i) such instrument or security evidences a right to receive only
interest payments or (ii) the right to receive principal and interest payments
derived from the underlying investment provides a yield to maturity in excess of
120% of the yield to maturity at par of such underlying investment or (c) if it
may be redeemed of a price below the purchase price. No Permitted Investment may
be purchased at a price in excess of par or sold prior to maturity if such sale
would result in a loss of principal or a tax on a prohibited transaction under
Section 860F of the Code.

            "Permitted Transferee": With respect to a Class R or Class LR
Certificate, any Person or agent thereof that is a Qualified Institutional
Buyer, an Affiliated Person or an Institutional Accredited Investor, other than
(a) a Disqualified Organization, (b) any other Person so designated by the
Certificate Registrar who is unable to provide an Opinion of Counsel (provided
at the expense of such Person or the Person requesting the Transfer) to the
effect that the Transfer of an Ownership Interest in any Class R or Class LR
Certificate to such Person will not 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, (c) a Person that is a Disqualified Non-U.S. Person and (d) a Plan
or any Person investing the assets of a Plan.

            "Person": Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

            "Plan": As defined in Section 5.02(k).

            "PNC Bank": PNC Bank, National Association.

            "PNC Bank Purchase Agreement": The Mortgage Loan Purchase Agreement,
dated and effective the Closing Date, between PNC Bank and the Depositor.

            "Pooled Lower-Tier Distribution Amount": As defined in Section
4.01(a)(ii).

            "Pooled Lower-Tier Regular Interests": All Lower-Tier Regular
Interests other than the Class GMB Lower-Tier Regular Interests.

            "Pooled Regular Certificates": All Classes of Certificates other
than the Class GMB Certificates, Class Q Certificates, Class LR Certificates and
Class R Certificates.

            "Prepayment Assumption": The assumption that (i) each Mortgage Loan
(other than an ARD Loan) does not prepay prior to its respective Maturity Date
and (ii) each ARD Loan prepays on its Anticipated Repayment Date.

            "Prepayment Date": As defined in Section 2.03(d).

            "Prepayment Interest Excess": With respect to any Distribution Date,
the aggregate amount, with respect to all Mortgage Loans that were subject to
Principal Prepayment in full or in part, or as to which Insurance Proceeds,
Liquidation Proceeds or Condemnation Proceeds, as applicable, were received by
the Servicer or Special Servicer for application to such Mortgage Loans, in each
case after the Due Date in the month of such Distribution Date and on or prior
to the related Determination Date, the amount of interest accrued at the
Mortgage Rate for such Mortgage Loans on the amount of such Principal
Prepayments, Insurance Proceeds, Liquidation Proceeds and Condemnation Proceeds
after the Due Date relating to such Collection Period and accruing in the manner
set forth in the related Loan Documents, to the extent such interest is
collected by the Servicer or the Special Servicer (without regard to any
Prepayment Premium or Yield Maintenance Charge actually collected).

            "Prepayment Interest Shortfall": With respect to any Distribution
Date, for each Mortgage Loan that was subject to a Principal Prepayment in full
or in part and which did not include a full month's interest, or as to which
Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds, as
applicable, were received by the Servicer or Special Servicer for application to
such Mortgage Loan, in each case after the Due Date in the calendar month
preceding such Distribution Date but prior to the Due Date in the related
Collection Period, the amount of interest that would have accrued at the Net
Mortgage Pass-Through Rate for such Mortgage Loan on the amount of such
Principal Prepayment, Insurance Proceeds or Condemnation Proceeds during the
period commencing on the date as of which such Principal Prepayment, Insurance
Proceeds, Liquidation Proceeds or Condemnation Proceeds, as applicable, were
applied to the unpaid principal balance of the Mortgage Loan and ending on (and
including) the day immediately preceding such Due Date (without regard to any
Prepayment Premium or Yield Maintenance Charge actually collected).

            "Prepayment Premium": Any premium, fee or other additional amount
(other than a Yield Maintenance Charge) paid or payable on a Mortgage Loan or
Serviced Companion Loan by a Borrower as the result of a Principal Prepayment
thereon, not otherwise due thereon, in respect of principal or interest, which
is intended to compensate the holder of the related Note for prepayment.

            "Primary Servicing Fee Rate": With respect to each Mortgage Loan or
Serviced Companion Loan, the rate per annum set forth on Exhibit B-2.

            "Prime Rate": The "Prime Rate" as published in the "Money Rates"
section of The Wall Street Journal, Eastern edition (or, if such section or
publication is no longer available, such other comparable publication as
determined by the Bond Administrator in its reasonable discretion) as may be in
effect from time to time, or, if the "Prime Rate" no longer exists, such other
comparable rate (as determined by the Bond Administrator in its reasonable
discretion) as may be in effect from time to time. The Bond Administrator shall
notify in writing both the Servicer and the Special Servicer with regard to any
determination of the Prime Rate in accordance with the parenthetical in the
preceding sentence.

            "Principal Balance Certificate": The Class A-1, Class A-2, Class
A-3, Class A-SB, Class A-4, Class A-1A, Class A-J, Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class O and Class P Certificates.

            "Principal Distribution Amount": For any Distribution Date, an
amount equal to (i) the sum of:

            (a) the principal component of all scheduled Monthly Payments (other
than Balloon Payments) due on the Mortgage Loans in the Mortgage Pool on or
before the related Due Date (if received or advanced);

            (b) the principal component of all Assumed Scheduled Payments due on
or before the related Due Date (if received or advanced) with respect to any
Mortgage Loan in the Mortgage Pool that is delinquent in respect of its Balloon
Payment;

            (c) the Stated Principal Balance of each Mortgage Loan in the
Mortgage Pool that was, during the related Collection Period, repurchased from
the Trust Fund in connection with a Breach or Defect pursuant to Section 2.03,
purchased pursuant to Section 3.18, or purchased from the Trust Fund pursuant to
Section 9.01;

            (d) the portion of Unscheduled Payments allocable to principal of
any Mortgage Loan in the Mortgage Pool that was liquidated during the related
Collection Period;

            (e) the principal component of all Balloon Payments and any other
principal payment on any Mortgage Loan in the Mortgage Pool received on or after
the Maturity Date thereof, to the extent received during the related Collection
Period;

            (f) all other Principal Prepayments on Mortgage Loans in the
Mortgage Pool received in the related Collection Period; and

            (g) any other full or partial recoveries in respect of principal of
Mortgage Loans in the Mortgage Pool , including Insurance Proceeds, Liquidation
Proceeds and Net REO Proceeds received in the related Collection Period
(including any amount related to the Loss of Value Payments to the extent that
such amount was transferred into the Collection Account pursuant to Section
3.06(f) during the related Collection Period),

            as reduced by (ii) any (1) Nonrecoverable Advances plus interest on
            such Nonrecoverable Advances that are paid or reimbursed from
            principal collections on the Mortgage Loans in the Mortgage Pool or,
            with respect to Property Advances, the Serviced Whole Loans, in a
            period during which such principal collections would have otherwise
            been included in the Principal Distribution Amount for such
            Distribution Date and (2) Workout-Delayed Reimbursement Amounts that
            were paid or reimbursed from principal collections on the Mortgage
            Loans in the Mortgage Pool or, with respect to Property Advances,
            the Serviced Whole Loans, in a period during which such principal
            collections would have otherwise been included in the Principal
            Distribution Amount for such Distribution Date (provided, that, in
            the case of clauses (1) and (2) above, if any of the amounts that
            were reimbursed from principal collections on the Mortgage Loans in
            the Mortgage Pool or, with respect to Property Advances, the
            Serviced Whole Loans, are subsequently recovered on the related
            Mortgage Loan in the Mortgage Pool or, with respect to Property
            Advances, the Serviced Whole Loans, such recovery will increase the
            Principal Distribution Amount for the Distribution Date related to
            the period in which such recovery occurs).

The principal component of the amounts set forth above shall be determined in
accordance with Section 1.02 hereof.

            "Principal Prepayment": Any payment of principal made by a Borrower
on a Mortgage Loan or Serviced Companion Loan which is received in advance of
its scheduled Due Date and which is not accompanied by an amount of interest
representing the full amount of scheduled interest due on any date or dates in
any month or months subsequent to the month of prepayment.

            "Private Global Certificate": Each of the Regulation S Global
Certificates or Rule 144A Global Certificates with respect to the Class X-C,
Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class O, Class P, Class GMB-1, Class GMB-2, Class GMB-3 and Class GMB-4
Certificates if and so long as such class of Certificates is registered in the
name of a nominee of the Depository.

            "Private Placement Memorandum": Means the Private Placement
Memorandum, dated April 18, 2005, pursuant to which the Class X-C, Class E,
Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O
and Class P Certificates will be offered for sale.

            "Privileged Person": Means a party to this Agreement, a Rating
Agency, a designee of the Depositor (including any financial market publisher),
the initial Controlling Class Representative, each Underwriter and any other
person who delivers to the Bond Administrator in the form attached hereto as
Exhibit L (which form may be provided by the Bond Administrator upon request), a
certification that such person is a Certificateholder, a Certificate Owner of a
Certificate or a prospective purchaser of a Certificate.

            "Property Advance": As to any Mortgage Loan (other than any
Non-Serviced Mortgage Loan) or Serviced Whole Loan, any advance made by the
Servicer, the Special Servicer or the Trustee, as applicable, in respect of
Property Protection Expenses or any expenses incurred to protect, preserve and
enforce the security for a Mortgage Loan or a Serviced Whole Loan or to pay
taxes and assessments or insurance premiums with respect to the related
Mortgaged Property, to the extent the making of any such advance is specifically
provided for in this Agreement, including, but not limited to, as provided in
Section 3.04 and Section 3.24, as applicable. Each reference to the payment or
reimbursement of a Property Advance shall be deemed to include, whether or not
specifically referred to, payment or reimbursement of interest thereon at the
Advance Rate from and including the date of the making of such Advance to and
including the date of payment or reimbursement. Notwithstanding anything to the
contrary, "Property Advance" shall not include allocable overhead of the
Servicer or the Special Servicer, as applicable, such as costs for office space,
office equipment, supplies and related expenses, employee salaries and related
expenses and similar internal costs and expenses or costs and expenses incurred
by any such party in connection with its purchase of a Mortgage Loan or REO
Property.

            "Property Protection Expenses": With respect to any Mortgage Loan
(other than the Non-Serviced Mortgage Loans) or Serviced Companion Loan, any
costs and expenses incurred by the Servicer or the Special Servicer pursuant to
Sections 3.04, 3.08(a), 3.10(b), 3.10(e), 3.10(f), 3.10(h), 3.10(i), 3.10(k),
3.11, 3.12(e), 3.17(a), 3.17(b), 3.17(c), 3.18(g) or 3.28(a) or indicated herein
as being payable as a Property Advance or as a cost or expense of the Trust Fund
(and, in the case of the Serviced Whole Loans, the Serviced Companion Loan
Noteholders but subject to the provisions of Section 1.02(e)) or the Lower-Tier
REMIC, or Upper-Tier REMIC to be paid out of the Collection Account.

            "Prospectus": The Depositor's Prospectus dated April 7, 2005, as
supplemented by the Prospectus Supplement dated April 18, 2005, relating to the
offering of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class
A-1A, Class A-J, Class B, Class C, Class D and Class X-P Certificates.

            "PTCE 95-60": Prohibited Transaction Class Exemption 95-60.

            "Qualified Institutional Buyer": A qualified institutional buyer
within the meaning of Rule 144A.

            "Qualified Insurer": As used in Section 3.08, (i) an insurance
company or security or bonding company qualified to write the related insurance
policy in the relevant jurisdiction which shall have a rating of "A3" or better
by Moody's and an insurance financial strength rating of "A-" or better by S&P
and (ii) in the case of the fidelity bond and the errors and omissions insurance
required to be maintained pursuant to Section 3.08(d), shall have a claims
paying ability rated by each Rating Agency no lower than two ratings categories
(without regard to pluses or minuses or numeric qualifications) lower than the
highest rating of any outstanding Class of Certificates or Serviced Companion
Loan Securities from time to time, but in no event lower than "A2" by Moody's
(or if such company is not rated by Moody's, is rated at least A:IX by A.M.
Best's Key Rating Guide) and in the case of S&P, an insurance financial strength
rating of "A" or better, unless in any such case each of the Rating Agencies has
confirmed in writing that obtaining the related insurance from an insurance
company that is not rated by each of the Rating Agencies (subject to the
foregoing exceptions) or that has a lower claims-paying ability than such
requirements shall not result, in and of itself, in a downgrade, qualification
or withdrawal of the then-current ratings by such Rating Agency to any Class of
Certificates or Serviced Companion Loan Securities.

            "Qualified Mortgage": A Mortgage Loan that is a "qualified mortgage"
within the meaning of Code Section 860G(a)(3) of the Code (but without regard to
the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats a defective
obligation as a qualified mortgage), or any substantially similar successor
provision.

            "Qualifying Substitute Mortgage Loan": A mortgage loan which must,
on the date of substitution: (i) have an outstanding Stated Principal Balance,
after application of all scheduled payments of principal and/or interest due
during or prior to the month of substitution, whether or not received, not in
excess of the Stated Principal Balance of the Removed Mortgage Loan as of the
Due Date in the calendar month during which the substitution occurs; (ii) have a
Mortgage Rate not less than the Mortgage Rate of the Removed Mortgage Loan;
(iii) have the same Due Date as the Removed Mortgage Loan; (iv) accrue interest
on the same basis as the Removed Mortgage Loan (for example, on the basis of a
360-day year and the actual number of days elapsed); (v) have a remaining term
to stated maturity not greater than, and not more than two years less than, the
remaining term to stated maturity of the Removed Mortgage Loan; (vi) have an
original loan to value ratio not higher than that of the Removed Mortgage Loan
and a current loan to value ratio not higher than the then current loan-to-value
ratio of the Removed Mortgage Loan; (vii) materially comply as of the date of
substitution with all of the representations and warranties set forth in the
applicable Mortgage Loan Purchase Agreement; (viii) have an Environmental Report
that indicates no material adverse environmental conditions with respect to the
related Mortgaged Property and that will be delivered as a part of the related
Servicing File; (ix) have an original Debt Service Coverage Ratio of not less
than the original Debt Service Coverage Ratio of the Removed Mortgage Loan and a
current Debt Service Coverage Ratio of not less than the current Debt Service
Coverage Ratio of the Removed Mortgage Loan; (x) be determined by an Opinion of
Counsel (at the applicable Mortgage Loan Seller's expense) to be a "qualified
replacement mortgage" within the meaning of Section 860G(a)(4) of the Code; (xi)
not have a maturity date after the date that is three years prior to the Rated
Final Distribution Date; (xii) not be substituted for a Removed Mortgage Loan
unless the Trustee has received prior confirmation in writing by each Rating
Agency that such substitution will not in and of itself result in the
withdrawal, downgrade, or qualification of the rating assigned by the Rating
Agency to any Class of Certificates then rated by the Rating Agency (the cost,
if any, of obtaining such confirmation to be paid by the applicable Mortgage
Loan Seller) (provided that no such confirmation from any Rating Agency shall be
required with respect to any Companion Loan Securities); (xiii) have been
approved by the Controlling Class Representative in its sole discretion; (xiv)
prohibit defeasance within two years after the Closing Date, (xv) not be
substituted for a Removed Mortgage Loan if it would result in the termination of
the REMIC status of any Trust REMIC or the imposition of tax on any of such
REMICs other than a tax on income expressly permitted or contemplated to be
received by the terms of this Agreement, as determined by an Opinion of Counsel
and (xvi) if the Removed Mortgage Loan is part of Loan Group 2, have the same
property type designation as the Removed Mortgage Loan. In the event that one or
more mortgage loans are substituted for one or more Removed Mortgage Loans, then
the amounts described in clause (i) shall be determined on the basis of
aggregate Stated Principal Balances and the rates described in clause (ii) above
and the remaining term to stated maturity referred to in clause (v) above shall
be determined on a weighted average basis; provided that no individual Mortgage
Rate shall be lower than the highest Pass-Through Rate (that is a fixed rate not
subject to a cap equal to the Weighted Average Net Mortgage Rate) of any Class
of Principal Balance Certificates having an outstanding Certificate Balance.
When a Qualified Substitute Mortgage Loan is substituted for a Removed Mortgage
Loan, the applicable Mortgage Loan Seller shall certify that the Mortgage Loan
meets all of the requirements of the above definition and shall send such
certification to the Trustee.

            "Rated Final Distribution Date": The Distribution Date in May 2043.

            "Rating Agency": means (i) as to the Certificates, any of S&P and
Moody's and (ii) as to any provisions relating to any Serviced Companion Loan
that secures Serviced Companion Loan Securities, each rating agency then rating
any related class of such Serviced Companion Loan Securities or their successors
in interest. References herein to the highest long-term unsecured debt rating
category of a Rating Agency shall mean "AAA" or "Aaa" with respect to each of
S&P and Moody's, and in the case of any other rating agency shall mean such
highest rating category or better without regard to any plus or minus or
numerical qualification.

            If a provision in this Agreement fails to specify a rating category
for a particular Rating Agency then rating any Serviced Companion Loan
Securities, then such provision, if then applicable to the Serviced Whole Loans,
shall be construed to include the rating category of such Rating Agency that is
equivalent to the lowest specified rating category of those Rating Agencies for
which a category is specified in that provision.

            "Real Property": Land or improvements thereon such as buildings or
other inherently permanent structures thereon (including items that are
structural components of the buildings or structures), in each such case as such
terms are used in the REMIC Provisions.

            "Realized Loss": With respect to any Distribution Date, the amount,
if any, by which (i) the aggregate Certificate Balance of the Principal Balance
Certificates after giving effect to distributions of principal on such
Distribution Date exceeds (ii) the aggregate Stated Principal Balance of the
Mortgage Loans in the Mortgage Pool (for purposes of this calculation only, not
giving effect to any reductions of the Stated Principal Balance for principal
payments received on the Mortgage Loans in the Mortgage Pool that were used to
reimburse the Servicer or the Trustee from general collections of principal on
the Mortgage Loans in the Mortgage Pool for Workout-Delayed Reimbursement
Amounts, to the extent such Workout-Delayed Reimbursement Amounts are not
otherwise determined to be Nonrecoverable Advances) immediately following the
Determination Date preceding such Distribution Date.

            "Reassignment of Assignment of Leases, Rents and Profits": As
defined in Section 2.0l(a)(viii).

            "Reconciliation of Funds Report": A report prepared by the Bond
Administrator substantially in the form of, and containing the information
called for in, the downloadable form of the "Reconciliation of Funds Report"
available as of the Closing Date on the CMSA Website, or such other final form
for the presentation of such information and containing such additional
information as may from time to time be promulgated as recommended by the CMSA
for commercial mortgage securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for by the
form of the "Reconciliation of Funds Report" available as of the Closing Date on
the CMSA Website, is reasonably acceptable to the Bond Administrator, the
Servicer or the Special Servicer, as applicable.

            "Record Date": With respect to each Distribution Date, the close of
business on the last day of the calendar month preceding the month in which such
Distribution Date occurs or, if such day is not a Business Day, the preceding
Business Day; provided, however, that with respect to the Distribution Date
occurring in May 2005, the Record Date will be the Closing Date.

            "Regular Certificates": The Class A-1, Class A-2, Class A-3, Class
A-SB, Class A-4, Class A-1A, Class X-C, Class X-P, Class A-J, Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class O, Class P, Class GMB-1, Class GMB-2, Class GMB-3 and Class GMB-4
Certificates.

            "Regulation D": Regulation D under the Act.

            "Regulation S": Regulation S under the Act.

            "Regulation S Global Certificate": Each of the Class E, Class F,
Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P,
Class GMB-1, Class GMB-2, Class GMB-3 and Class GMB-4 Certificates issued as
such on the Closing Date.

            "Regulation S Investor": With respect to a transferee of an interest
in a Regulation S Global Certificate, a transferee that acquires such interest
pursuant to Regulation S.

            "Regulation S Transfer Certificate": As defined in Section
5.02(c)(i)(B).

            "REMIC": A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code and the REMIC Provisions.

            "REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at Section
860A through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and regulations (including any applicable proposed regulations) and
rulings promulgated thereunder, as the foregoing may be in effect from time to
time.

            "Removed Mortgage Loan": A Mortgage Loan which is repurchased from
the Trust Fund pursuant to the terms hereof or as to which one or more
Qualifying Substitute Mortgage Loans are substituted.

            "Rents from Real Property": With respect to any REO Property, gross
income of the character described in Section 856(d) of the Code, which income,
subject to the terms and conditions of that Section of the Code in its present
form, does not include:

            (a) except as provided in Section 856(d)(4) or (6) of the Code, any
amount received or accrued, directly or indirectly, with respect to such REO
Property, if the determination of such amount depends in whole or in part on the
income or profits derived by any Person from such property (unless such amount
is a fixed percentage or percentages of receipts or sales and otherwise
constitutes Rents from Real Property);

            (b) any amount received or accrued, directly or indirectly, from any
Person if the Trust Fund owns directly or indirectly (including by attribution)
a ten percent or greater interest in such Person determined in accordance with
Sections 856(d)(2)(B) and (d)(5) of the Code;

            (c) any amount received or accrued, directly or indirectly, with
respect to such REO Property if any Person Directly Operates such REO Property;

            (d) any amount charged for services that are not customarily
furnished in connection with the rental of property to tenants in buildings of a
similar class in the same geographic market as such REO Property within the
meaning of Treasury Regulations Section 1.856-4(b)(1) (whether or not such
charges are separately stated); and

            (e) rent attributable to personal property unless such personal
property is leased under, or in connection with, the lease of such REO Property
and, for any taxable year of the Trust Fund, such rent is no greater than 15
percent of the total rent received or accrued under, or in connection with, the
lease.

            "REO Account": As defined in Section 3.17(b).

            "REO Loan": Any Mortgage Loan (other than a Non-Serviced Mortgage
Loan) or Serviced Whole Loan as to which the related Mortgaged Property has
become an REO Property.

            "REO Proceeds": With respect to any REO Property and the related REO
Loan, all revenues received by the Special Servicer with respect to such REO
Property or REO Loan which do not constitute Liquidation Proceeds.

            "REO Property": A Mortgaged Property other than the Mortgaged
Properties securing the Non-Serviced Mortgage Loans, title to which has been
acquired by the Special Servicer on behalf of the Trust Fund through
foreclosure, deed in lieu of foreclosure or otherwise.

            "REO Status Report": A report substantially in the form of, and
containing the information called for in, the downloadable form of the "REO
Status Report" available as of the Closing Date on the CMSA Website, or in such
other form for the presentation of such information and containing such
additional information as may from time to time be promulgated as recommended by
the CMSA for commercial mortgage securities transactions generally and, insofar
as it requires the presentation of information in addition to that called for by
the form of the "REO Status Report" available as of the Closing Date on the CMSA
Website, is reasonably acceptable to the Servicer or the Special Servicer, as
applicable.

            "Replacement Mortgage Loan": Any Qualifying Substitute Mortgage Loan
that is substituted for one or more Removed Mortgage Loans.

            "Repurchase Price": With respect to any Mortgage Loan to be
repurchased or purchased pursuant to Sections 2.03(d) or 9.01, or any Specially
Serviced Loan or any REO Loan to be sold pursuant to Section 3.18, an amount,
calculated by the Servicer or the Special Servicer, as applicable, equal to:

            (a) the outstanding principal balance of such Mortgage Loan as of
the date of purchase; plus

            (b) all accrued and unpaid interest on such Mortgage Loan at the
related Mortgage Rate in effect from time to time to but not including the Due
Date in the month of purchase; plus

            (c) all related unreimbursed Property Advances plus accrued and
unpaid interest on related Advances at the Advance Rate, and unpaid Special
Servicing Fees and Workout Fees allocable to such Mortgage Loan (and, in the
case of the Non-Serviced Mortgage Loans, unpaid fees payable to the related
Other Servicer, Other Special Servicer or Other Trustee allocable to such
Mortgage Loan); plus

            (d) any Liquidation Fee due pursuant to Section 3.12 hereunder
allocable to such Mortgage Loan; plus

            (e) if such Mortgage Loan (or related REO loan) is being purchased
by a Mortgage Loan Seller pursuant to Section 2.03(d), to the extent not
otherwise included in the amount described in clause (c) of this definition, all
reasonable out-of-pocket expenses reasonably incurred or to be incurred by the
Servicer, the Special Servicer, the Depositor, the Bond Administrator and the
Trustee in respect of the Breach or Defect giving rise to the repurchase
obligation, including any expenses arising out of the enforcement of the
repurchase obligation, including, without duplication, any amounts previously
reimbursed from the Collection Account or the applicable Serviced Whole Loan
Collection Account, as applicable, plus accrued and unpaid interest thereon at
the Advance Rate, to the extent payable to the Servicer, the Special Servicer or
the Trustee.

            For purposes of this Agreement, the "Repurchase Price" in respect of
(i) a Serviced Pari Passu Companion Loan that is purchased by the related
mortgage loan seller shall be the repurchase price paid by the related mortgage
loan seller under the related Serviced Companion Loan Securitization Agreement
and (ii) a sale of an REO Property securing a Serviced Whole Loan, the term
Mortgage Loan shall be construed to include any related Companion Loans and/or B
Loan.

            "Request for Release": A request for a release signed by a Servicing
Officer, substantially in the form of Exhibit E hereto.

            "Reserve Accounts": With respect to any Mortgage Loan or Serviced
Whole Loan, reserve accounts, if any, established pursuant to the Mortgage or
the Loan Agreement and any Escrow Account. Any Reserve Account may be a
sub-account of a related Cash Collateral Account. Any Reserve Account shall be
beneficially owned for federal income tax purposes by the Person who is entitled
to receive the reinvestment income or gain thereon in accordance with the terms
and provisions of the related Mortgage Loan and Section 3.07, which Person shall
be taxed on all reinvestment income or gain thereon. The Servicer shall be
permitted to make withdrawals therefrom for deposit into the related Cash
Collateral Account, if applicable, or the Collection Account or for the purposes
set forth under the related Mortgage Loan or Serviced Whole Loan.

            "Resolution Extension Period" shall mean:

            (a) for purposes of remediating a Material Breach with respect to
any Mortgage Loan, the 90-day period following the end of the applicable Initial
Resolution Period;

            (b) for purposes of remediating a Material Defect with respect to
any Mortgage Loan that is not a Specially Serviced Loan at the commencement of,
and does not become a Specially Serviced Loan during, the applicable Initial
Resolution Period, the period commencing at the end of the applicable Initial
Resolution Period and ending on, and including, the earlier of (i) the 90th day
following the end of such Initial Resolution Period and (ii) the 45th day
following the applicable Mortgage Loan Seller's receipt of written notice from
the Servicer or the applicable Special Servicer of the occurrence of any
Servicing Transfer Event with respect to such Mortgage Loan subsequent to the
end of such Initial Resolution Period;

            (c) for purposes of remediating a Material Defect with respect to
any Mortgage Loan that is a not a Specially Serviced Loan as of the commencement
of the applicable Initial Resolution Period, but as to which a Servicing
Transfer Event occurs during such Initial Resolution Period, the period
commencing at the end of the applicable Initial Resolution Period and ending on,
and including, the 90th day following the earlier of the end of such Initial
Resolution Period and the applicable Mortgage Loan Seller's receipt of written
notice from the Servicer or the Special Servicer of the occurrence of such
Servicing Transfer Event; and

            (d) for purposes of remediating a Material Defect with respect to
any Mortgage Loan that is a Specially Serviced Loan as of the commencement of
the applicable Initial Resolution Period, zero (-0-) days; provided that, if the
applicable Mortgage Loan Seller did not receive written notice from the Servicer
or the Special Servicer of the relevant Servicing Transfer Event as of the
commencement of the applicable Initial Resolution Period, then such Servicing
Transfer Event shall be deemed to have occurred during such Initial Resolution
Period and clause (c) of this definition will be deemed to apply.

            The applicable Mortgage Loan Seller shall have an additional 90 days
beyond any cure period specified above to cure such Material Defect or Material
Beach; provided that, the Mortgage Loan Seller has commenced and is diligently
proceeding with the cure of such Material Defect or Material Breach and such
failure to cure is solely the result of a delay in the return of documents from
the local filing or recording authorities.

            "Responsible Officer": (i) any officer of the Global Securities and
Trust Services Group of the Bond Administrator (and, in the event that the Bond
Administrator is the Certificate Registrar or the Paying Agent, of the
Certificate Registrar or the Paying Agent, as applicable) and (ii) any officer
of the Trustee assigned to the Corporate Trust Office with direct responsibility
for the administration of this Agreement and also, with respect to a particular
matter, any other officer to whom such matter is referred because of such
officer's knowledge of and familiarity with the particular subject, and, in the
case of any certification required to be signed by a Responsible Officer, such
an officer whose name and specimen signature appears on a list of corporate
trust officers furnished to the Servicer by the Trustee and the Bond
Administrator, as such list may from time to time be amended.

            "Restricted Certificate":  As defined in Section 5.02(k).

            "Restricted Period": The 40-day period prescribed by Regulation S
commencing on the later of (a) the date upon which the Certificates are first
offered to persons other than the Initial Purchasers and any other distributor
(as defined in Regulation S) of the Certificates and (b) the Closing Date.

            "Revised Rate": With respect to those Mortgage Loans on the Mortgage
Loan Schedule indicated as having a revised rate, the increased interest rate
after the Anticipated Repayment Date (in the absence of a default) for each
applicable Mortgage Loan, as calculated and as set forth in the related Mortgage
Loan.

            "Rule 144A": Rule 144A under the Act.

            "Rule 144A Global Certificate": Each of the Class X-C, Class E,
Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O
and Class P Certificates issued as such on the Closing Date.

            "S&P": Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. or its successor in interest.

            "Securities Legend": With respect to each Residual Certificate or
any Individual Certificate, the legend set forth in, and substantially in the
form of, Exhibit F hereto.

            "Serviced B Loan": The General Motors Building B Loan or the
FedEx-Bellingham B Loan as applicable and as the context may require.

            "Serviced B Loan Noteholder": A holder of a Serviced B Loan.

            "Serviced Companion Loan": The General Motors Building Pari Passu
Loans, the Wellpoint Office Tower Pari Passu Loans, the Loews Miami Beach Pari
Passu Loans and the FedEx-Bellingham B Loan.

            "Serviced Companion Loan Noteholder": A holder of a Serviced
Companion Loan.

            "Serviced Companion Loan Noteholder Register": As defined in Section
3.33(b).

            "Serviced Companion Loan Securities": For so long as the Mortgage
Loan related thereto or any successor REO Loan thereof is part of the Mortgage
Pool, any class of securities backed by a Serviced Companion Loan. Any reference
herein to a "series" of Serviced Companion Loan Securities shall refer to
separate securitizations of one or more of the Serviced Companion Loans.

            "Serviced Companion Loan Securitization Agreement": With respect to
any Serviced Companion Loan, any agreement under which any securities evidencing
interests in such Serviced Companion Loan are issued, as from time to time
amended, supplemented or modified.

            "Serviced Companion Loan Service Provider": Any or each of the
General Motors Building Service Provider, Wellpoint Office Tower Service
Provider and/or Loews Miami Beach Service Provider, as the context may require.

            "Serviced Companion Loan Trustee": With respect to any Serviced
Companion Loan, the trustee with respect to such Serviced Companion Loan
appointed and acting under the related Serviced Companion Loan Securitization
Agreement, if any.

            "Serviced Mortgage Loan": Each of the General Motors Building
Mortgage Loan, the Wellpoint Office Tower Mortgage Loan, the Loews Miami Beach
Mortgage Loan and the FedEx-Bellingham Mortgage Loan, as the context may require
and as applicable.

            "Serviced Pari Passu Companion Loan": Any of the General Motors
Building Pari Passu Loans, the Wellpoint Office Tower Pari Passu Loans or the
Loews Miami Beach Pari Passu Loans, as the context may require and as
applicable.

            "Serviced Pari Passu Companion Loan Noteholder": Any holder of a
Serviced Pari Passu Companion Loan.

            "Serviced Whole Loan": Each of the General Motors Building Whole
Loan, the Wellpoint Office Tower Whole Loan, the Loews Miami Beach Whole Loan
and the FedEx-Bellingham Whole Loan, as the context may require and as
applicable.

            "Serviced Whole Loan Collection Account": With respect to each
Serviced Whole Loan, the separate account or subaccount created and maintained
by the Servicer pursuant to Section 3.05(h) on behalf of the Certificateholders
and the related Serviced Companion Loan Noteholders, which shall be entitled
"Midland Loan Services, Inc., as Servicer for the Certificateholders and the
Companion Loan Noteholders relating to, and for the benefit of Wells Fargo Bank,
N.A., as Trustee, in trust for the Holders of, Deutsche Mortgage & Asset
Receiving Corporation, COMM 2005-LP5 Commercial Mortgage Pass-Through
Certificates, Serviced Whole Loan Collection Account." Amounts in any Serviced
Whole Loan Collection Account applicable to the related Serviced Companion Loans
shall not be assets of the Trust Fund, but instead shall be held by the Servicer
on behalf of the Trust Fund (in respect of amounts reimbursable therefrom) and,
the related Serviced Companion Loan Noteholders. Any such account or subaccount
shall be an Eligible Account.

            "Serviced Whole Loan Remittance Amount": For each distribution date
that the Servicer is required to make a distribution to a Serviced Companion
Loan Noteholder pursuant to Section 3.05(i) and with respect to each Serviced
Whole Loan and related Mortgaged Property (if it becomes an REO Property), any
amount received by the Servicer (or, with respect to an REO Property, the
Special Servicer) during the related Collection Period net of any amount payable
or reimbursable to any Person from the applicable Serviced Whole Loan Collection
Account pursuant to Section 3.06(c).

            "Serviced Whole Loan REO Account": As defined in Section 3.17(b).

            "Servicer" Midland Loan Services, Inc., a Delaware corporation, or
any successor Servicer appointed as herein provided.

            "Servicer Backup Certification": As defined in Section 3.22(f).

            "Servicer Event of Default": As defined in Section 7.01(a).

            "Servicer Prepayment Interest Shortfall": As defined in Section
3.19(c).

            "Servicer Remittance Date": With respect to any Distribution Date,
the Business Day preceding such Distribution Date.

            "Servicing Compensation": With respect to any Collection Period, the
related Servicing Fee, Net Prepayment Interest Excess, if any, and any other
fees, charges or other amounts payable to the Servicer under this Agreement for
such period.

            "Servicing Fee": With respect to each Mortgage Loan or Serviced
Companion Loan and for any Distribution Date, an amount per Interest Accrual
Period equal to the product of (i) the respective Servicing Fee Rate and (ii)
the Stated Principal Balance of such Mortgage Loan or Serviced Companion Loan as
of the Due Date in the immediately preceding Collection Period (without giving
effect to payments of principal on such Mortgage Loan or Serviced Companion Loan
on such Due Date). The Servicing Fee shall be calculated in accordance with the
provisions of Section 1.02(a). For the avoidance of doubt, with respect to any B
Loan (other than the General Motors Building B Loan), no Servicing Fee shall
accrue on the Stated Principal Balance thereof.

            "Servicing Fee Rate": With respect to each Mortgage Loan or Serviced
Companion Loan, the sum of the Master Servicing Fee Rate and the related Primary
Servicing Fee Rate, if any, which rates per annum are set forth on Exhibit B-2
to this Agreement.

            "Servicing File": As defined in the related Mortgage Loan Purchase
Agreement.

            "Servicing Officer": Any officer or employee of the Servicer or the
Special Servicer, as applicable, involved in, or responsible for, the
administration and servicing of the Mortgage Loans or, Serviced Companion Loans,
or this Agreement and also, with respect to a particular matter, any other
officer to whom such matter is referred because of such officer's or employee's
knowledge of and familiarity with the particular subject, and, in the case of
any certification required to be signed by a Servicing Officer, such an officer
or employee whose name and specimen signature appears on a list of servicing
officers furnished to the Trustee and the Bond Administrator by the Servicer or
the Special Servicer, as applicable, as such list may from time to time be
amended.

            "Servicing Standard": With respect to the Servicer or the Special
Servicer, shall mean to diligently service and administer the Mortgage Loans
(other than the Non-Serviced Mortgage Loans) and the Serviced Whole Loans for
which each is responsible in the best interests of and for the benefit of all of
the Certificateholders and, with respect to each Serviced Whole Loan, for the
benefit of the Serviced Companion Loan Noteholders (as a collective whole, but
giving due consideration to the subordinate nature of any B Loan as determined
by the Servicer or the Special Servicer, as the case may be, in the exercise of
its reasonable judgment) in accordance with applicable law, the terms of this
Agreement, the terms of the related Co-Lender Agreement, as applicable, and the
Mortgage Loans or Serviced Whole Loans, as applicable, and to the extent not
inconsistent with the foregoing, in accordance with the higher of the following
standards of care:

                  (i) the same manner in which, and with the same care, skill,
            prudence and diligence with which the Servicer or the Special
            Servicer, as the case may be, services and administers similar
            mortgage loans for other third-party portfolios, giving due
            consideration to the customary and usual standards of practice of
            prudent institutional commercial and multifamily mortgage lenders
            servicing their own mortgage loans with a view to the maximization
            of timely recovery of principal and interest on a net present value
            basis on the Mortgage Loans or Specially Serviced Loans, as
            applicable, and the best interests of the Trust and the
            Certificateholders and, with respect to any Serviced Whole Loan, the
            Certificateholders, the related Serviced Companion Loan Noteholders
            (as a collective whole, but giving due consideration to the
            subordinate nature of any B Loan as determined by the Servicer or
            the Special Servicer, as the case may be, in its reasonable
            judgment); and

                  (ii) the same care, skill, prudence and diligence with which
            the Servicer or the Special Servicer, as the case may be, services
            and administers commercial and multifamily mortgage loans owned by
            the Servicer or the Special Servicer, as the case may be, with a
            view to the maximization of timely recovery of principal and
            interest on a net present value basis on the Mortgage Loans or
            Specially Serviced Loans, as applicable, and the best interests of
            the Trust and the Certificateholders and, with respect to any
            Serviced Whole Loan, the Certificateholders, the related Serviced
            Companion Loan Noteholders (as a collective whole, but giving due
            consideration to the subordinate nature of any B Loan as determined
            by the Servicer or the Special Servicer, as the case may be, in its
            reasonable judgment),

but without regard to (a) any relationship that the Servicer or the Special
Servicer, as the case may be, or any Affiliate of the Servicer or the Special
Servicer, may have with the related Borrower, any Mortgage Loan Seller, any
other party to this Agreement or any Affiliate of the foregoing; (b) the
ownership of any Certificate, any Non-Serviced Mortgage Loan or any Serviced
Companion Loan by the Servicer or the Special Servicer, as the case may be, or
any Affiliate of the Servicer or the Special Servicer; (c) the Servicer's
obligation to make Advances; (d) the Servicer's or the Special Servicer's, as
the case may be, right to receive compensation for its services hereunder or
with respect to any particular transaction; (e) the ownership, servicing or
management for others of any other mortgage loans or mortgaged properties by the
Servicer or the Special Servicer or any Affiliate of the Servicer or the Special
Servicer, as applicable; and (f) any debt that the Servicer or the Special
Servicer or any Affiliate of the Servicer or the Special Servicer, as
applicable, has extended to any Borrower or an Affiliate of any Borrower
(including, without limitation, any mezzanine financing).

            "Servicing Transfer Event": An event specified in the definition of
Specially Serviced Loan.

            "Similar Law": As defined in Section 5.02(k) hereof.

            "Small Loan Appraisal Estimate": With respect to any Mortgage Loan
having a Stated Principal Balance of less than $2,000,000, the Special
Servicer's good faith estimate of the value of such Mortgage Loan, as certified
to the Servicer by the Special Servicer.

            "Sole Certificateholder": Any Holder (or Holders, provided they act
in unanimity) holding 100% of the then outstanding Class X-C, Class X-P, Class
E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class
O, Class P, Class GMB-1, Class GMB-2, Class GMB-3 and Class GMB-4 Certificates
or an assignment of the voting rights thereof; provided, however, that the
Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-SB, Class
A-4, Class A-1A, Class A-J, Class B, Class C and Class D Certificates have been
reduced to zero.

            "Special Servicer": Lennar Partners, Inc., a Florida corporation
(whose name is expected to change in May 2005 to LNR Partners, Inc.), or its
successor in interest, or any successor special servicer appointed as provided
in Section 3.25, including without limitation any successor special servicer
appointed with respect to a specific Serviced Whole Loan pursuant to Section
3.25. In the event that the Servicer is also the Special Servicer hereunder, and
the Servicer is terminated or resigns as the Servicer hereunder, the Servicer
shall be terminated as the Special Servicer hereunder. In the event there is
more than one Special Servicer administering Specially Serviced Loans hereunder,
each reference in this Agreement to the "Special Servicer" shall be construed to
apply to the Special Servicer then servicing that particular Mortgage Loan or
Serviced Whole Loan.

            "Special Servicer Backup Certification": As defined in Section
3.22(g).

            "Special Servicer Event of Default": As defined in Section 7.01(b).

            "Special Servicing Compensation": With respect to any Mortgage Loan,
any of the Special Servicing Fee, Workout Fee, Liquidation Fee and any other
fees, charges or other amounts which shall be due to the Special Servicer.

            "Special Servicing Fee": With respect to each Specially Serviced
Loan (or REO Loan) for each calendar month (or portion thereof), the fraction of
the Special Servicing Fee Rate applicable to such month, or portion thereof
(determined using the same interest accrual methodology that is applied with
respect to the Mortgage Rate for such Mortgage Loan for such month) multiplied
by the Stated Principal Balance of such Specially Serviced Mortgage Loan as of
the Due Date (without giving effect to all payments of principal on such
Specially Serviced Loan or REO Loan on such Due Date) in the Collection Period
prior to such Distribution Date (or, in the event that a Principal Prepayment in
full or event described in clauses (i)-(vii) under the definition of Liquidation
Proceeds shall occur with respect to any such Specially Serviced Loan or REO
Loan on a date that is not a Due Date, on the basis of the actual number of days
to elapse from and including the most recently preceding related Due Date to but
excluding the date of such Principal Prepayment or Liquidation Proceeds event in
a month consisting of 30 days).

            "Special Servicing Fee Rate": A rate equal to 0.25% per annum.

            "Specially Serviced Loan": Subject to Section 3.26, any Mortgage
Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan with
respect to which:

            (a) either (i) with respect to such Mortgage Loan or Serviced
Companion Loan other than a Balloon Loan, a payment default shall have occurred
on such Mortgage Loan or Serviced Companion Loan at its Maturity Date or, if the
Maturity Date of such Mortgage Loan or Serviced Companion Loan has been extended
in accordance herewith, a payment default occurs on such Mortgage Loan or
Serviced Companion Loan at its extended Maturity Date or (ii) with respect to a
Balloon Loan, a payment default shall have occurred with respect to the related
Balloon Payment; provided, however, that if (a) the related Borrower is
diligently seeking a refinancing commitment (and delivers a statement to that
effect to the Special Servicer and the Controlling Class Representative within
30 days after such default), (b) the related Borrower continues to make its
Assumed Scheduled Payment, (c), no other Servicing Transfer Event shall have
occurred with respect to such Mortgage Loan or Serviced Companion Loan and (d)
the Controlling Class Representative consents, a Servicing Transfer Event will
not occur until 60 days beyond the related Maturity Date; and provided, further,
if the related Borrower delivers to the Special Servicer and the Controlling
Class Representative, on or before the 60th day after the related Maturity Date,
a refinancing commitment reasonably acceptable to the Special Servicer and the
Controlling Class Representative, and such Borrower continues to make its
Assumed Scheduled Payments (and no other Servicing Transfer Event shall have
occurred with respect to that Mortgage), a Servicing Transfer Event will not
occur until the earlier of (1) 120 days beyond the related Maturity Date and (2)
the termination of the refinancing commitment;

            (b) any Monthly Payment (other than a Balloon Payment) is 60 days or
more delinquent;

            (c) the date upon which the Servicer or Special Servicer (with the
consent of the Controlling Class Representative) determines that a payment
default or any other default under the applicable Loan Documents that (with
respect to such other default) would materially impair the value of the
Mortgaged Property as security for the Mortgage Loan and, if applicable,
Serviced Companion Loan or otherwise would materially adversely affect the
interests of Certificateholders and, if applicable, the holders of the related
Serviced Companion Loans and would continue unremedied beyond the applicable
grace period under the terms of the related Loan Documents (or, if no grace
period is specified for 60 days and provided that a default that would give rise
to an acceleration right without any grace period will be deemed to have a grace
period equal to zero) is imminent and is not likely to be cured by the related
Borrower within 60 days or, except as provided in clause (a)(ii) above, in the
case of a Balloon Payment, for at least 30 days;

            (d) the date upon which the related Borrower has become a subject of
a decree or order of a court or agency or supervisory authority having
jurisdiction in the premises in an involuntary case under any present or future
federal or state bankruptcy, insolvency or similar law, or the appointment of a
conservator, receiver or liquidator in any insolvency, readjustment of debt,
marshaling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, provided that if such decree or order
has been dismissed, discharged or stayed within 60 days thereafter, such
Mortgage Loan or Serviced Whole Loan shall no longer be a Specially Serviced
Loan and no Special Servicing Fees shall be payable with respect thereto;

            (e) the date on which the related Borrower consents to the
appointment of a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshaling of assets and liabilities or similar
proceedings of or relating to such Borrower of or relating to all or
substantially all of its property;

            (f) the date on which related Borrower admits in writing its
inability to pay its debts generally as they become due, files a petition to
take advantage of any applicable insolvency or reorganization statute, makes an
assignment for the benefit of its creditors, or voluntarily suspends payment of
its obligations;

            (g) a default, of which the Servicer or Special Servicer has notice
(other than a failure by such related Borrower to pay principal or interest) and
which in the opinion of the Servicer or Special Servicer (in the case of the
Special Servicer, with the consent of the Controlling Class Representative)
materially and adversely affects the interests of the Certificateholders or any
holder of a Serviced Companion Loan, if applicable, occurs and remains
unremedied for the applicable grace period specified in the Loan Documents for
such Mortgage Loan or Serviced Whole Loan (or if no grace period is specified
for those defaults which are capable of cure, 60 days); or

            (h) the date of which the Servicer or Special Servicer receives
notice of the foreclosure or proposed foreclosure of any lien on the related
Mortgaged Property;

provided, however, that such Mortgage Loan or Serviced Whole Loan will cease to
be a Specially Serviced Loan (each, a "Corrected Mortgage Loan") (i) with
respect to the circumstances described in clauses (a) and (b) above, when the
related Borrower thereunder has brought such Mortgage Loan or Serviced Whole
Loan current and thereafter made three consecutive full and timely Monthly
Payments, including pursuant to any workout of such Mortgage Loan or Serviced
Whole Loan, (ii) with respect to the circumstances described in clause (c), (d),
(e), (f) and (h) above, when such circumstances cease to exist in the good faith
judgment of the Special Servicer, and (iii) with respect to the circumstances
described in clause (g) above, when such default is cured; provided, in each
case, that at that time no circumstance exists (as described above) that would
cause such Mortgage Loan or Serviced Whole Loan to continue to be characterized
as a Specially Serviced Loan, provided, further, that a Servicing Transfer Event
shall not exist with respect to the General Motors Building Whole Loan or the
FedEx-Bellingham Whole Loan if a cure event is being exercised in accordance
with the related Co-Lender Agreement.

            If a Servicing Transfer Event exists with respect to any Mortgage
Loan included in a Serviced Whole Loan, then it will also be deemed to exist
with respect to the related Serviced Companion Loans, and vice versa. If a
servicing transfer event under GECMC 2005-C1 Pooling and Servicing Agreement
exists with respect to a Companion Loan related to a Non-Serviced Mortgage Loan,
then it will also be deemed to exist with respect to the related Non-Serviced
Mortgage Loan. If any Mortgage Loan in a group of Cross-Collateralized Mortgage
Loans becomes a Specially Serviced Loan, each other Mortgage Loan in such group
of Cross-Collateralized Mortgage Loans shall also become a Specially Serviced
Loan.

            "Startup Day": In the case of the Upper-Tier REMIC and Lower-Tier
REMIC, the day designated as such pursuant to Section 2.06(a) hereof.

            "Stated Principal Balance": With respect to any Mortgage Loan (other
than the Non-Serviced Mortgage Loans) or Serviced Whole Loan, on any date of
determination, the principal balance as of the Cut-off Date of such Mortgage
Loan or Serviced Whole Loan (or in the case of a Replacement Mortgage Loan, the
outstanding principal balance as of the related date of substitution and after
application of all scheduled payments of principal and interest due on or before
the related Due Date in the month of substitution, whether or not received), as
reduced on each Distribution Date (to not less than zero) by (i) all payments
(or P&I Advances in lieu thereof) of, and all other collections allocated as
provided in Section 1.02 to, principal of or with respect to such Mortgage Loan
or Serviced Whole Loan that are distributed to Certificateholders or Serviced
Companion Loan Noteholder on such Distribution Date or applied to any other
payments required under this Agreement on or prior to such date of
determination, and (ii) any principal forgiven by the Special Servicer (or with
respect to a Non-Serviced Mortgage Loan, by the applicable Other Special
Servicer) and other principal losses realized in respect of such Mortgage Loan
or Serviced Whole Loan during the related Collection Period (or with respect to
a Non-Serviced Mortgage Loans, other principal losses realized in respect of
such Non-Serviced Mortgage Loan during the related Collection Period as
determined in accordance with the terms of the related Other Pooling and
Servicing Agreement).

            A Mortgage Loan or any related REO Loan shall be deemed to be part
of the Trust Fund and to have an outstanding Stated Principal Balance until the
Distribution Date on which Liquidation Proceeds, if any, are to be (or, if no
such Liquidation Proceeds are received, would have been) distributed to
Certificateholders. The Stated Principal Balance of any Mortgage Loan or
Serviced Whole Loan with respect to which the Servicer or Special Servicer has
made a Final Recovery Determination is zero.

            "Substitution Shortfall Amount": In connection with the substitution
of one or more Replacement Mortgage Loans for one or more Removed Mortgage
Loans, the amount, if any, by which the Repurchase Price or aggregate Repurchase
Price, as the case may be, for such Removed Mortgage Loan(s) exceeds the initial
Stated Principal Balance or aggregate initial Stated Principal Balance, as the
case may be, of such Replacement Mortgage Loan(s).

            "Tax Returns": The federal income tax returns on IRS Form 1066, U.S.
Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return, including
Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC
Taxable Income or Net Loss Allocation, or any successor forms, to be filed by
the Bond Administrator on behalf of each of the Upper-Tier REMIC and the
Lower-Tier REMIC due to its classification as a REMIC under the REMIC Provisions
and the federal income tax return to be filed by the Bond Administrator on
behalf of the Grantor Trust due to its classification as a grantor trust under
subpart E, Part I of subchapter J of the Code, together with any and all other
information, reports or returns that may be required to be furnished to the
Certificateholders or filed with the IRS or any other governmental taxing
authority under any applicable provisions of federal law or Applicable State and
Local Tax Law.

            "Tenant": With respect to the Credit Lease Loan, the lessee
thereunder.

            "Terminated Party": As defined in Section 7.01(d).

            "Terminating Party": As defined in Section 7.01(d).

            "Termination Date": The Distribution Date on which the Trust Fund is
terminated pursuant to Section 9.01.

            "Third Party Appraiser": As defined in Section 3.18(e) of this
Agreement.

            "Total Loan Report": A report substantially in the form of, and
containing the information called for in, the downloadable form of the "CMSA
Total Loan Report" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally.

            "Transfer": Any direct or indirect transfer or other form of
assignment of any Ownership Interest in a Class R or Class LR Certificate.

            "Transferee Affidavit": As defined in Section 5.02(l)(ii).

            "Transferor Letter": As defined in Section 5.02(l)(ii).

            "Trust" or "Trust Fund": The corpus of the trust created hereby and
to be administered hereunder, consisting of: (i) such Mortgage Loans as from
time to time are subject to this Agreement, together with the Mortgage Files
relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-off Date; (iii) any REO
Property (to the extent of the Trust Fund's interest therein); (iv) all revenues
received in respect of any REO Property (to the extent of the Trust Fund's
interest therein); (v) any Assignments of Leases, Rents and Profits and any
security agreements (to the extent of the Trust Fund's interest therein); (vi)
any indemnities or guaranties given as additional security for any Mortgage
Loans (to the extent of the Trust Fund's interest therein); (vii) all assets
deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts,
and Reserve Accounts (to the extent of the Trust Fund's interest therein),
(viii) Loss of Value Reserve Fund amounts on deposit in the Collection Account
attributable to the Mortgage Loans as identified on the Trust Ledger, the
Serviced Whole Loan Collection Accounts (to the extent of the Trust Fund's
interest therein and specifically excluding any interest of any Serviced
Companion Loan Noteholder therein), the Distribution Accounts, any Excess
Liquidation Proceeds Account (to the extent of the Trust Fund's interest therein
and specifically excluding any interest of any Serviced Companion Loan
Noteholder therein), the Interest Reserve Account, any REO Account (to the
extent of the Trust Fund's interest therein and specifically excluding any
interest of any Serviced Companion Loan Noteholder therein), including any
reinvestment income, as applicable; (ix) any environmental indemnity agreements
relating to the Mortgaged Properties; (x) all insurance policies with respect to
the Mortgage Loans and the Mortgaged Properties (to the extent of the Trust
Fund's interest therein); (xi) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to
the Mortgage Loans and the representations and warranties of the related
Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Lower-Tier Regular
Interests; and (xiii) the proceeds of the foregoing (other than any interest
earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts and any Reserve Accounts, to the extent such interest belongs to the
related Borrower).

            "Trust Ledger": Amounts deposited in the Collection Account
attributable to the Mortgage Loans, which are maintained pursuant to Section
3.05(a) and held on behalf of the Trustee on behalf of the Certificateholders.

            "Trust REMICs": The Lower-Tier REMIC and the Upper-Tier REMIC.

            "Trustee": Wells Fargo Bank, N.A., a national banking association,
in its capacity as Trustee, or its successor in interest, or any successor
Trustee appointed as herein provided.

            "Trustee Fee": With respect to each Mortgage Loan (including the
General Motors Building B Loan) and for any Distribution Date, an amount per
Interest Accrual Period equal to the product of (i) the Trustee Fee Rate
multiplied by (ii) the Stated Principal Balance of such Mortgage Loan as of the
Due Date in the immediately preceding Collection Period (without giving effect
to payments of principal on such Mortgage Loan on such Due Date); provided that
the portion of the Trustee Fee defined herein as the Bond Administrator Fee
shall be retained by the Bond Administrator. The Trustee Fee shall be calculated
in accordance with the provisions of Section 1.02(a).

            "Trustee Fee Rate": A rate equal to 0.0014% per annum.

            "Underwriters":  DBS, ABN AMRO Incorporated,  PNC Capital Markets,
Inc., Banc of America  Securities LLC,  Citigroup Global Markets Inc.,  Nomura
Securities  International,  Inc. and Wachovia  Capital  Markets,  LLC or their
respective successors in interest.

            "Unliquidated Advance": Any Advance previously made by a party
hereto that has been previously reimbursed, as between the Person that made the
Advance hereunder, on the one hand, and the Trust Fund, on the other, as part of
a Workout-Delayed Reimbursement Amount pursuant to Section 3.06(b) or Section
3.06(c), as applicable, but that has not been recovered from the related
Borrower or otherwise from collections on or the proceeds of the Mortgage Loan
or the applicable Serviced Whole Loan or REO Property in respect of which the
Advance was made.

            "Unscheduled Payments": With respect to a Mortgage Loan and a
Collection Period, all Net Liquidation Proceeds, Net Condemnation Proceeds and
Net Insurance Proceeds payable under such Mortgage Loan, the Repurchase Price of
any Mortgage Loan that is repurchased or purchased pursuant to Sections 2.03(d),
3.18 or 9.01, the Substitution Shortfall Amount with respect to any substitution
pursuant to Section 2.03(f) and any other payments under or with respect to such
Mortgage Loan not scheduled to be made, including Principal Prepayments received
by the Servicer (but excluding Prepayment Premiums or Yield Maintenance Charges,
if any) during such Collection Period.

            "Updated Appraisal": An Appraisal of a Mortgaged Property or REO
Property, as the case may be, conducted subsequent to any appraisal performed on
or prior to the Cut-off Date and in accordance with Appraisal Institute
standards, the costs of which shall be paid as a Property Advance by the
Servicer or, on an emergency basis in accordance with Section 3.24(b), the
Special Servicer, as applicable. Updated Appraisals shall be conducted by an MAI
appraiser selected by the Special Servicer.

            "Updated Valuation": With respect to a Mortgage Loan having a Stated
Principal Balance of $2,000,000 or higher, an Updated Appraisal. With respect to
a Mortgage Loan having a Stated Principal Balance of less than $2,000,000, an
updated Small Loan Appraisal Estimate.

            "Upper-Tier Distribution Account": The segregated trust account or
sub-account created and maintained by the Bond Administrator pursuant to Section
3.05(g), which shall be entitled "Wells Fargo Bank, N.A., as Trustee, in trust
for Holders of Deutsche Mortgage & Asset Receiving Corporation, COMM 2005-LP5
Commercial Mortgage Pass-Through Certificates, Upper-Tier Distribution Account"
and which must be an Eligible Account or a subaccount of an Eligible Account.

            "Upper-Tier REMIC": A segregated asset pool within the Trust Fund
consisting of the Lower-Tier Regular Interests and amounts held from time to
time in the Upper-Tier Distribution Account.

            "U.S. Person": A citizen or resident of the United States, a
corporation, partnership (except to the extent provided in applicable Treasury
Regulations), or other entity created or organized in or under the laws of the
United States, any state thereof or the District of Columbia, including any
entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless
of its source, or a trust if a court within the United States is able to
exercise primary supervision over the administration of such trust, and one or
more such U.S. Persons have the authority to control all substantial decisions
of such trust (or, to the extent provided in applicable Treasury Regulations,
certain trusts in existence on August 20, 1996 which have elected to be treated
as U.S. Persons).

            "Voting Rights": The portion of the voting rights of all of the
Certificates that is allocated to any Certificateholder or Class of
Certificateholders. At all times during the term of this Agreement, the
percentage of Voting Rights assigned to each Class shall be: (a) 98% to be
allocated among the Certificateholders of the respective Classes of Principal
Balance Certificates in proportion to the Certificate Balances of their
Certificates, (b) 2% to be allocated among the Certificateholders of the Class X
Certificates (allocated to the Class X-C and Class X-P Certificates on a pro
rata basis based on their respective outstanding Notional Amounts at the time of
determination), and (c) 0%, in the case of the Class Q, Class R and Class LR
Certificates and the Class GMB Certificates. Voting Rights allocated to a Class
of Certificateholders shall be allocated among such Certificateholders in
proportion to the Percentage Interests in such Class evidenced by their
respective Certificates.

            "Wellpoint Office Tower Intercreditor Agreement": With respect to
the Wellpoint Office Tower Mortgage Loan and the Wellpoint Office Tower Pari
Passu Loans, that certain intercreditor agreement, dated as of April 29, 2005,
by and among the initial holder of the Wellpoint Office Tower Mortgage Loan and
the initial holders of the Wellpoint Office Tower Pari Passu Loans, as from time
to time amended, supplemented or modified.

            "Wellpoint Office Tower Mortgage Loan": As defined in the
preliminary statement herein.

            "Wellpoint Office Tower Pari Passu Loans": As defined in the
preliminary statement herein.

            "Wellpoint Office Tower Service Provider": With respect to each
Wellpoint Office Tower Pari Passu Loan that has been deposited into a
securitization trust, the related trustee, master servicer, special servicer,
sub-servicer and any other Person that makes principal and/or interest advances
in respect of such mortgage loan pursuant to the related pooling and servicing
agreement.

            "Wellpoint Office Tower Whole Loan": As defined in the preliminary
statement herein.

            "Watch List": For any Determination Date, a report substantially in
the form of, and containing the information called for in, the downloadable form
of the "Servicer Watch List" available as of the Closing Date on the CMSA
Website, or in such other form for the presentation of such information and
containing such additional information as may from time to time be promulgated
as recommended by the CMSA for commercial mortgage securities transactions
generally and, insofar as it requires the presentation of information in
addition to that called for by the form of the "Servicer Watch List" available
as of the Closing Date on the CMSA Website, is reasonably acceptable to the
Servicer or the Special Servicer, as applicable.

            "Weighted Average Net Mortgage Pass-Through Rate": With respect to
any Distribution Date, a per annum rate equal to the fraction (expressed as a
percentage) the numerator of which is the sum for all Mortgage Loans (other than
the General Motors Building B Loan) of the product of (i) the Net Mortgage
Pass-Through Rate for each such Mortgage Loan as of the immediately preceding
Distribution Date and (ii) the Stated Principal Balance of each such Mortgage
Loan, and the denominator of which is the sum of the Stated Principal Balances
of all such Mortgage Loans (other than the General Motors Building B Loan) as of
the immediately preceding Distribution Date.

            "Whole Loan": Each of the General Motors Building Whole Loan, the 63
Madison Avenue Whole Loan, the Lakeside Mall Whole Loan, the Wellpoint Office
Tower Whole Loan, Loews Miami Beach Whole Loan and the FedEx-Bellingham Whole
Loan, as the context may require and as applicable.

            "Withheld Amount": With respect to (a) each Distribution Date
occurring in (i) January of each calendar year that is not a leap year and (ii)
February of each calendar year, unless such Distribution Date is the final
Distribution Date, an amount equal to one day's interest at the Mortgage Rate as
of the Due Date (less the Servicing Fee Rate) on the respective Stated Principal
Balance of (X) each Mortgage Loan that does not accrue interest on the basis of
a 360-day year of 12 30-day months and (Y) the General Motors Building Mortgage
Loan as of the Due Date in the month preceding the month in which such
Distribution Date occurs, to the extent that a Monthly Payment or a P&I Advance
is made in respect thereof. The Withheld Amount for each applicable Distribution
Date for the General Motors Building Mortgage Loan will be equal to 1/30 of the
interest accrued in respect of the immediately preceding Due Date, and the
Withheld Amount for each applicable Distribution Date for each Mortgage Loan
that does not accrue interest on a 30/360 basis will be equal to 1/31 of the
interest accrued in respect of the immediately preceding Due Date, in each case
to the extent a Monthly Payment or P&I Advance is made in respect thereof.

            "Workout-Delayed Reimbursement Amounts": With respect to any
Mortgage Loan or, with respect to Property Advances, any Serviced Whole Loan,
the amount of any Advance made with respect to such Mortgage Loan or Serviced
Whole Loan on or before the date such Mortgage Loan or Serviced Whole Loan
becomes (or, but for the making of three monthly payments under its modified
terms, would then constitute) a Corrected Mortgage Loan, together with (to the
extent accrued and unpaid) interest on such Advances, to the extent that (i)
such Advance is not reimbursed to the Person who made such Advance on or before
the date, if any, on which such Mortgage Loan or Serviced Whole Loan, as the
case may be, becomes a Corrected Mortgage Loan and (ii) the amount of such
Advance becomes an obligation of the related Borrower to pay such amount under
the terms of the modified Loan Documents.

            "Workout Fee": An amount equal to 1.0% of each collection of
interest and principal (including scheduled payments, prepayments (provided that
a repurchase or substitution by a Mortgage Loan Seller of a Mortgage Loan due to
a Material Defect or a Material Breach shall not be considered a prepayment for
purposes of this definition), Balloon Payments and payments at maturity, but
excluding Excess Interest) received on a Specially Serviced Loan that becomes a
Corrected Mortgage Loan for so long as it remains a Corrected Mortgage Loan,
pursuant to Section 3.12(c). For the avoidance of doubt, the Mortgage Loan
Seller will be required to pay a Workout Fee in connection with a repurchase or
substitution to the extent the Special Servicer was entitled to such a fee and
such fee was unpaid immediately prior to such repurchase or substitution or was
previously paid by the Trust and was not reimbursed by the related Borrower
immediately prior to such repurchase or substitution.

            "Yield Maintenance Charge": With respect to any Mortgage Loan or
Serviced Whole Loan, the yield maintenance charge set forth in the related Loan
Documents; provided that, no amounts shall be considered Yield Maintenance
Charges until there has been a full recovery of all principal, interest and
other amounts due under the related Mortgage Loan.

            Section 1.02 Certain Calculations. Unless otherwise specified
herein, the following provisions shall apply:

            (a) All calculations of interest with respect to the Mortgage Loans
and Serviced Companion Loans (other than the Actual/360 Mortgage Loans) and of
Advances in respect thereof provided for herein shall be made on the basis of a
360-day year consisting of twelve 30-day months. All calculations of interest
with respect to the Actual/360 Mortgage Loans and of Advances provided in
respect thereof provided for herein shall be made as set forth in such Mortgage
Loans and, if applicable, Serviced Companion Loans, with respect to the
calculation of the related Mortgage Rate. The Servicing Fee, the Trustee Fee and
the Bond Administrator Fee for each Mortgage Loan or Serviced Whole Loan, as
applicable, shall accrue on the same basis as interest accrues on such Mortgage
Loan or Serviced Whole Loan, as applicable (except that with respect to the 63
Madison Avenue Mortgage Loan and the Lakeside Mall Mortgage Loan, such fees will
be calculated on the basis of a 360-day year consisting of twelve 30-day
months).

            (b) Any Mortgage Loan or Serviced Whole Loan payment is deemed to be
received on the date such payment is actually received by the Servicer or the
Bond Administrator; provided, however, that for purposes of calculating
distributions on the Certificates, Principal Prepayments with respect to any
Mortgage Loan, Serviced Whole Loan are deemed to be received on the date they
are applied in accordance with Section 3.01(b) to reduce the Stated Principal
Balance of such Mortgage Loan or Serviced Whole Loan on which interest accrues.

            (c) Except as otherwise provided in the related Loan Documents or
Co-Lender Agreement, any amounts received in respect of a Mortgage Loan or
Serviced Whole Loan as to which a default has occurred and is continuing in
excess of Monthly Payments shall be applied to Default Interest and other
amounts due on such Mortgage Loan or Serviced Whole Loan prior to the
application to late fees.

            (d) Allocations of payments between a Mortgage Loan and the related
Serviced Companion Loan(s) in a Whole Loan shall be made in accordance with the
related Co-Lender Agreement.

            (e) If an expense under this Agreement relates in the reasonable
judgment of the Servicer, the Special Servicer, the Trustee, Bond Administrator
or the Paying Agent, as applicable, primarily to the administration of the Trust
Fund, any REMIC or the Grantor Trust or to any determination respecting the
amount, payment or avoidance of any tax under the REMIC Provisions or the actual
payment of any REMIC tax or expense, or Grantor Trust tax or expense or this
Agreement states that any expense is solely "an expense of the Trust Fund" or
words of similar import, then such expense shall not be allocated to, deducted
or reimbursed from, or otherwise charged against any Serviced Companion Loan
Noteholder and such Serviced Companion Loan Noteholder shall not suffer any
adverse consequences as a result of the payment of such expense.

            (f) All amounts collected on any Mortgage Loan or Serviced Whole
Loan in the form of payments from the related Borrower, Insurance Proceeds,
Condemnation Proceeds or Liquidation Proceeds shall be applied to amounts due
and owing under the related Note and Mortgage (including, without limitation,
for principal and accrued and unpaid interest) in accordance with the express
provisions of the related Note and Mortgage (and, with respect to any Serviced
Whole Loan, the related Co-Lender Agreement) and, in the absence of such express
provisions, shall be applied: first, as a recovery of principal then due and
owing, in an amount equal to the Workout-Delayed Reimbursement Amounts or
Nonrecoverable Advances, in each case, that were paid from collections on the
Mortgage Loans or the Serviced Whole Loans, as applicable, and resulted in
principal distributed to the Certificateholders being reduced as a result of
clause (ii) in the definition of "Principal Distribution Amount," "Loan Group 1
Principal Distribution Amount" or "Loan Group 2 Principal Distribution Amount";
second, as a recovery of accrued and unpaid interest on such Mortgage Loan or
Serviced Whole Loan, as applicable, at the related Mortgage Rate in effect from
time to time to but not including the Due Date in the related Collection Period
of receipt; third, as a recovery of any remaining principal of such Mortgage
Loan or Serviced Whole Loan including by reason of acceleration of the Mortgage
Loan or the Serviced Whole Loan following a default thereunder (or, if any
Liquidation Proceeds are received upon the liquidation of such Mortgage Loan or
any Serviced Whole Loan, as a recovery of principal to the extent of its entire
remaining Stated Principal Balance) or if the related Co-Lender Agreement, if
any, so requires; fourth, in accordance with the Servicing Standard, as a
recovery of any Penalty Charges, Prepayment Premiums and Yield Maintenance
Charges; and fifth, as a recovery of any other amounts then due and owing under
such Mortgage Loan or Serviced Whole Loan, as applicable. Notwithstanding the
preceding, such provisions shall not be deemed to affect the priority of
distributions of payments set forth in the related Co-Lender Agreement. To the
extent that such amounts are paid by a party other than a Borrower, unless
otherwise specified in this Agreement, such amounts shall be deemed to have been
paid in respect of a purchase of all or part of the Mortgaged Property (in the
case of Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds) and
then paid by the Borrower under the related Mortgage Loan and Serviced Whole
Loan, as applicable, in accordance with the preceding sentence. Amounts
collected on any REO Loan shall be deemed to be applied as provided in Section
1.02(g).

            (g) Workout-Delayed Reimbursement Amounts and Nonrecoverable
Advances with respect to an REO Loan, in each case, that were paid from
collections on the Mortgage Loans or the Serviced Whole Loans, as applicable,
and resulted in principal distributed to the Certificateholders being reduced as
a result of clause (ii) in the definition of "Principal Distribution Amount"
shall be deemed outstanding until recovered. Collections in respect of each REO
Loan (exclusive of the amounts to be applied to the payment of, or to be
reimbursed to the Servicer or the Special Servicer for the payment of the costs
of operating, managing, selling, leasing and maintaining the related REO
Property) shall be treated: first, to principal, in an amount equal to the
Workout-Delayed Reimbursement Amounts and Nonrecoverable Advances with respect
to such REO Loan, in each case, that were paid from collections on the Mortgage
Loans or the Serviced Whole Loans, as applicable, and resulted in principal
distributed to the Certificateholders being reduced as a result of clause (ii)
in the definition of "Principal Distribution Amount"; second, as a recovery of
accrued and unpaid interest on such REO Loan at the related Mortgage Rate in
effect from time to time to, but not including, the Due Date in the related
Collection Period of receipt; third, as a recovery of any remaining principal of
such REO Loan to the extent of its entire Stated Principal Balance; and fourth,
in accordance with the Servicing Standard, as a recovery of any other amounts
due and owing in respect of such REO Loan, including, without limitation, (i)
Penalty Charges, (ii) Yield Maintenance Charges and (iii) any other amounts, in
that order. With respect to the Serviced Whole Loans, the foregoing shall be
subject to the terms of the related Co-Lender Agreement.

            (h) For purposes of calculations required herein, Excess Interest
shall not be added to the outstanding principal balance of the Mortgage Loans
notwithstanding that the related loan documents may provide otherwise.

            Section 1.03 Certain Constructions. For purposes of this Agreement,
references to the most or next most subordinate Class of Certificates
outstanding at any time shall mean the most or next most subordinate Class of
Certificates then outstanding as among the Class A-1, Class A-2, Class A-3,
Class A-SB, Class A-4, Class A-1A, Class A-J, Class B, Class C, Class D, Class
E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class
O and Class P Certificates, except when such reference is expressly made with
respect to the Class GMB Certificates, in which case it shall mean the most or
next most subordinate Class of Certificates then outstanding among the Class
GMB-1, Class GMB-2, Class GMB-3 and Class GMB-4 Certificates. For such purposes,
the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-1A
Certificates collectively shall be considered to be one Class. For purposes of
this Agreement, each Class of Certificates, other than the Class Q, Class LR and
Class R Certificates, shall be deemed to be outstanding only to the extent its
respective Certificate Balance has not been reduced to zero. For purposes of
this Agreement, the Class Q, Class R and Class LR Certificates shall be
outstanding so long as the Trust Fund has not been terminated pursuant to
Section 9.01 or any other Class of Certificates remains outstanding. For
purposes of this Agreement, each of the Class X-C and Class X-P Certificates
shall be deemed to be outstanding until its respective Notional Balance has been
reduced to zero.


                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

            Section 2.01 Conveyance of Mortgage Loans; Assignment of Mortgage
Loan Purchase Agreements. (a) The Depositor, concurrently with the execution and
delivery hereof, does hereby establish a trust designated as "COMM 2005-LP5
Mortgage Trust," appoint the Trustee as trustee of the Trust Fund and sell,
transfer, assign, set over and otherwise convey to the Trustee without recourse
(except to the extent herein provided) all the right, title and interest of the
Depositor in and to the Mortgage Loans, including all rights to payment in
respect thereof, except as set forth below, and any security interest thereunder
(whether in real or personal property and whether tangible or intangible) in
favor of the Depositor, and a security interest in all Reserve Accounts,
Lock-Box Accounts, Cash Collateral Accounts and all other assets to the extent
included or to be included in the Trust Fund for the benefit of the
Certificateholders and the Serviced Companion Loan Noteholders. Such transfer
and assignment includes all interest and principal due on or with respect to the
Mortgage Loans after the Cut-off Date and in a case of a Mortgage Loan included
in a Whole Loan, is subject to the related Co-Lender Agreement. Such transfer
and assignment of a Non-Serviced Mortgage Loan and the right to service such
Non-Serviced Mortgage Loan is further subject to the terms and conditions of the
related Other Pooling and Servicing Agreement and the related Co-Lender
Agreement. In connection with such transfer and assignment, the Depositor shall
make a cash deposit to the Collection Account in an amount equal to the Interest
Deposit Amount. The Depositor, concurrently with the execution and delivery
hereof, does also hereby transfer, assign, set over and otherwise convey to the
Trustee without recourse (except to the extent provided herein) all the right,
title and interest of the Depositor in, to and under the Mortgage Loan Purchase
Agreements as provided therein (excluding the Depositor's rights and remedies
under Section 9 and Section 10(a) and (c) thereof) to the extent related to any
Mortgage Loan. The Depositor shall cause the Reserve Accounts, Cash Collateral
Accounts and Lock-Box Accounts relating to the Mortgage Loans to be transferred
to and held in the name of the Servicer on behalf of the Trustee as successor to
the Mortgage Loan Sellers.

            In connection with such transfer and assignment, the Depositor does
hereby deliver to, and deposit with, the Custodian, with copies to the Servicer
and the Special Servicer, the following documents or instruments with respect to
each Mortgage Loan, and each Serviced Companion Loan (which except for the Note
referred to in clause (i) below, relate to the Whole Loan) so assigned
(provided, however, the documents specified in items (xix) and (xx) shall be
delivered only to the Servicer):

            (i) (A) the original Note, endorsed by the most recent endorsee
      prior to the Trustee or, if none, by the Originator, without recourse,
      either in blank or to the order of the Trustee in the following form: "Pay
      to the order of Wells Fargo Bank, N.A., as Trustee for the registered
      holders of COMM 2005-LP5 Commercial Mortgage Pass-Through Certificates,
      without recourse"; and (B) in the case of each Serviced Companion Loan, a
      copy of the executed Note for such Serviced Companion Loan;

            (ii) the original or a copy of the Mortgage and, if applicable, the
      originals or copies of any intervening assignments thereof showing a
      complete chain of assignment from the Originator of the Mortgage Loan or
      Serviced Whole Loan to the most recent assignee of record thereof prior to
      the Trustee, if any, in each case with evidence of recording indicated
      thereon;

            (iii) an original assignment of the Mortgage, in recordable form,
      executed by the most recent assignee of record thereof prior to the
      Trustee or, if none, by the Originator, either in blank or in favor of the
      Trustee (in such capacity);

            (iv) (A) an original or copy of any related security agreement (if
      such item is a document separate from the Mortgage) and, if applicable,
      the originals or copies of any intervening assignments thereof showing a
      complete chain of assignment from the Originator of the related Mortgage
      Loan or Serviced Whole Loan to the most recent assignee of record thereof
      prior to the Trustee, if any; and (B) an original assignment of any
      related security agreement (if such item is a document separate from the
      related Mortgage) executed by the most recent assignee of record thereof
      prior to the Trustee or, if none, by the Originator, either in blank or in
      favor of the Trustee (in such capacity), which assignment may be included
      as part of the corresponding assignment of Mortgage referred to in clause
      (iii) above;

            (v) (A) stamped or certified copies of any UCC financing statements
      and continuation statements which were filed in order to perfect (and
      maintain the perfection of) any security interest held by the Originator
      of the Mortgage Loan (and each assignee of record prior to the Trustee) in
      and to the personalty of the Borrower at the Mortgaged Property (in each
      case with evidence of filing or recording thereon) and which were in the
      possession of the related Mortgage Loan Seller (or its agent) at the time
      the Mortgage Files were delivered to the Custodian, together with original
      UCC-2 or UCC-3 assignments of financing statements showing a complete
      chain of assignment from the secured party named in such UCC-1 financing
      statement to the most recent assignee of record thereof prior to the
      Trustee, if any, and (B) if any such security interest is perfected and
      the earlier UCC financing statements and continuation statements were in
      the possession of the related Mortgage Loan Seller, an assignment of UCC
      financing statement by the most recent assignee of record prior to the
      Trustee or, if none, by the Originator, evidencing the transfer of such
      security interest, either in blank or in favor of the Trustee;

            (vi) the original or a copy of the Loan Agreement relating to such
      Mortgage Loan, if any;

            (vii) the original or a copy of the lender's title insurance policy
      issued in connection with the origination of the Mortgage Loan, together
      with all endorsements or riders (or copies thereof) that were issued with
      or subsequent to the issuance of such policy, insuring the priority of the
      Mortgage as a first lien on the Mortgaged Property, or a "marked up"
      commitment to insure marked as binding and countersigned by the related
      insurer or its authorized agent (which may be a pro forma or specimen
      title insurance policy which has been accepted or approved as binding in
      writing by the related title insurance company), or an agreement to
      provide the same pursuant to binding escrow instructions executed by an
      authorized representative of the title company;

            (viii) (A) the original or a copy of the related Assignment of
      Leases, Rents and Profits (if such item is a document separate from the
      Mortgage) and, if applicable, the originals or copies of any intervening
      assignments thereof showing a complete chain of assignment from the
      Originator of the Mortgage Loan to the most recent assignee of record
      thereof prior to the Trustee, if any, in each case with evidence of
      recording thereon; and (B) an original assignment of any related
      Assignment of Leases, Rents and Profits (a "Reassignment of Assignment of
      Leases, Rents and Profits") (if such item is a document separate from the
      Mortgage), in recordable form, executed by the most recent assignee of
      record thereof prior to the Trustee or, if none, by the Originator, either
      in blank or in favor of the Trustee (in such capacity), which assignment
      may be included as part of the corresponding assignment of Mortgage
      referred to in clause (iii) above;

            (ix) copies of the original environmental indemnity agreements and
      environmental insurance policies pertaining to the Mortgaged Properties
      required in connection with origination of the Mortgage Loans, if any;

            (x) copies of the original Management Agreements, if any, for the
      Mortgaged Property;

            (xi) if the Borrower has a leasehold interest in the related
      Mortgaged Property, the original ground lease or a copy thereof;

            (xii) if the related assignment of contracts is separate from the
      Mortgage, the original executed version of such assignment of contracts
      and the assignment thereof to the Trustee;

            (xiii) if any related Lock-Box Agreement or Cash Collateral Account
      Agreement is separate from the Mortgage or Loan Agreement, a copy thereof;
      with respect to the Reserve Accounts, Cash Collateral Accounts and
      Lock-Box Accounts, if any, a copy of the UCC-1 financing statements, if
      any, submitted for filing with respect to the related Mortgage Loan
      Seller's security interest in the Reserve Accounts, Cash Collateral
      Accounts and Lock-Box Accounts and all funds contained therein (and UCC-3
      assignments of financing statements assigning such UCC-1 financing
      statements to the Trustee on behalf of the Certificateholders and with
      respect to any Serviced Whole Loan on behalf of Certificateholders and the
      related Serviced Companion Loan Noteholders);

            (xiv) originals or copies of all assumption, modification, written
      assurance and substitution agreements, with evidence of recording thereon
      if appropriate, in those instances where the terms or provisions of the
      Mortgage, the Note or any related security document have been modified or
      the Mortgage Loan or Serviced Whole Loan has been assumed;

            (xv) the original or a copy of any guaranty of the obligations of
      the Borrower under the Mortgage Loan or Serviced Whole Loan together with,
      as applicable, (A) the original or copies of any intervening assignments
      of such guaranty showing a complete chain of assignment from the
      Originator of the Mortgage Loan to the most recent assignee thereof prior
      to the Trustee and (B) an original assignment of such guaranty executed by
      the most recent assignee thereof prior to the Trustee or, if none, by the
      Originator;

            (xvi) the original or a copy of the power of attorney (with evidence
      of recording thereon, if appropriate) granted by the related Borrower if
      the Mortgage, Note or other document or instrument referred to above was
      signed on behalf of the Borrower pursuant to such power of attorney;

            (xvii) with respect to each Whole Loan, a copy of the related
      Co-Lender Agreement and a copy of the related Other Pooling and Servicing
      Agreement;

            (xviii) with respect hospitality properties, a copy of the franchise
      agreement, if any, an original or copy of the comfort letter, if any, and
      any transfer documents with respect to any such comfort letter;

            (xix) the original (or copy, if the original is held by the Servicer
      pursuant to Section 2.01(c)) of any letter of credit for the benefit of
      the lender securing such Mortgage Loan;

            (xx) the appropriate assignment or amendment documentation related
      to the assignment to the Trust of any letter of credit securing such
      Mortgage Loan (or copy thereof, if the original is held by the Servicer
      pursuant to Section 2.01(c)) which entitles the Servicer on behalf of the
      Trust to draw thereon; and

            (xxi) with respect to the Credit Lease Loan, an original of the
      credit lease enhancement insurance policy, if any, obtained with respect
      to such Credit Lease Loan, an original of the bond lease insurance policy,
      if any, obtained with respect to such Credit Lease Loan and an original of
      the residual value insurance policy, if any, obtained with respect to such
      Mortgage Loan.

            With respect to the Serviced Whole Loans, except for the Note
referred to in clause (i) of the preceding paragraph, only a single original set
of the Loan Documents specified above is required to be delivered. With respect
to the Non-Serviced Mortgage Loans, the preceding document delivery requirements
will be met by the delivery by the applicable Mortgage Loan Seller of copies of
the documents specified above (other than the Note and intervening endorsements
evidencing each Non-Serviced Mortgage Loan, with respect to which the originals
shall be required), including a copy of the Mortgage securing the applicable
Non-Serviced Mortgage Loan. With respect to any group of Cross-Collateralized
Mortgage Loans, if there exists only one original or certified copy of any
document referred to in Sections 2.01(a)(i) through 2.01(a)(xxi) covering all of
the Mortgage Loans in such group of Cross-Collateralized Mortgage Loans, then
the inclusion of such original or certified copy in the Mortgage File for any of
the Mortgage Loans constituting a part of such group of Cross-Collateralized
Mortgage Loans shall be deemed the inclusion of such original or certified copy
in the Mortgage File for each such Mortgage Loan.

            On or prior to the Closing Date, each Mortgage Loan Seller will
retain a third party vendor reasonably satisfactory to the Controlling Class
Representative (which may be the Custodian) to complete the assignment and
recordation of the related Loan Documents in the name of the Trustee on behalf
of the Certificateholders and with respect to a Serviced Whole Loan, the related
Serviced Companion Loan Noteholders. On or promptly following the Closing Date,
each Mortgage Loan Seller will cause such third party vendor, to the extent
possession of recorded copies of each Mortgage and the documents described in
Sections 2.01(a)(iii), (v), (viii), (xiii) and (xiv) have been delivered to it,
at the expense of the Mortgage Loan Seller, (1) to prepare and record (a) each
Assignment of Mortgage referred to in Section 2.01(a)(iii) which has not yet
been submitted for recording and (b) each Reassignment of Assignment of Leases,
Rents and Profits referred to in Section 2.01(a)(viii)(B) (if not otherwise
included in the related Assignment of Mortgage) which has not yet been submitted
for recordation; and (2) to prepare and file each UCC assignment of financing
statement referred to in Section 2.01(a)(v) or (xiii) which has not yet been
submitted for filing or recording. Each Mortgage Loan Seller will direct the
related third party vendor to promptly prepare and submit (and in no event later
than 30 Business Days following the receipt of the related documents in the case
of clause 1(a) above and 60 days following the receipt of the applicable
documents in the case of clauses 1(b) and 2 above) for recording or filing, as
the case may be, in the appropriate public recording or filing office, each such
document. In the event that any such document is lost or returned unrecorded
because of a defect therein, the related Mortgage Loan Seller, at the expense of
such Mortgage Loan Seller (as set forth in the related Mortgage Loan Purchase
Agreement), will promptly prepare a substitute document for signature by the
Depositor or itself, as applicable, and thereafter the related Mortgage Loan
Seller will cause each such document to be duly recorded or filed. Each Mortgage
Loan Seller will, promptly upon receipt of the original recorded or filed copy
(and in no event later than five Business Days following such receipt) deliver
such original to the Custodian (in the case of each UCC financing statement or
UCC assignment of financing statement, with evidence of filing or recording
thereon). Notwithstanding anything to the contrary contained in this Section
2.01, in those instances where the public recording office retains the original
Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents
and Profits, if applicable, after any has been recorded, the obligations
hereunder of the Depositor shall be deemed to have been satisfied upon delivery
to the Custodian of a copy of such Mortgage, Assignment of Mortgage or
Reassignment of Assignment of Leases, Rents and Profits, if applicable,
certified by the public recording office to be a true and complete copy of the
recorded original thereof. Notwithstanding the foregoing, there shall be no
requirement to record any assignment to the Trustee or to file any UCC-3
assignment of financing statement in those jurisdictions where, in the written
opinion of local counsel (which opinion shall not be an expense of the Trust
Fund or, any Serviced Companion Loan Noteholder) acceptable to the Depositor and
the Trustee, such recordation and/or filing is not required to protect the
Trustee's interest in the related Mortgage Loans against sale, further
assignment, satisfaction or discharge by the Mortgage Loan Sellers, the
Servicer, the Special Servicer, any sub-servicer or the Depositor.

            If a Mortgage Loan Seller cannot deliver, or cause to be delivered,
as to any Mortgage Loan, the original or a copy of the related lender's title
insurance policy referred to in Section 2.01(a)(vii) solely because such policy
has not yet been issued, the delivery requirements of this Section 2.01 will be
deemed to be satisfied as to such missing item, and such missing item will be
deemed to have been included in the related Mortgage File by delivery of a
binder marked as binding and countersigned by the title insurer or its
authorized agent (which may be a pro forma or specimen title insurance policy
which has been accepted or approved as binding in writing by the related title
insurance company) or an acknowledged closing instruction or escrow letter.
Copies of recorded or filed Assignments of Mortgage, Reassignments of Assignment
of Leases, Rents and Profits and UCC assignments of financing statements shall
be held by the Custodian.

            Subject to the third preceding paragraph, all original documents
relating to the Mortgage Loans which are not delivered to the Custodian are and
shall be held by the Depositor, the Trustee or the Servicer (or a sub-servicer
on its behalf), as the case may be, in trust for the benefit of the
Certificateholders and, insofar as they also relate to the Serviced Companion
Loans, on behalf of and for the benefit of the related Serviced Companion Loan
Noteholders. In the event that any such original document, or in the case of a
Serviced Companion Loan, the original Note, is required pursuant to the terms of
this Section to be a part of a Mortgage File in order to effectuate the purposes
of this Agreement, such document shall be delivered promptly to the Custodian.

            (b) In connection with the Depositor's assignment pursuant to
subsection (a) above, the Depositor shall direct, and hereby represents and
warrants that it has directed, each of the Mortgage Loan Sellers pursuant to the
applicable Mortgage Loan Purchase Agreement to deliver to and deposit with, or
cause to be delivered to and deposited with, the Custodian, on or before the
Closing Date, the Note, for each Mortgage Loan so assigned or, Serviced
Companion Loan and, within 30 days following the Closing Date, the remaining
applicable documents referred to in Section 2.01(a) for each such Mortgage Loan
or Serviced Companion Loan, in each case with copies to the Servicer. If the
applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to
any Mortgage Loan, the original Note, such Mortgage Loan Seller shall deliver a
copy or duplicate original of such Note, together with an affidavit certifying
that the original thereof has been lost or destroyed and an indemnification in
favor of the Trustee. The Trustee shall provide a certification (in the form
attached hereto as Exhibit S-1) on the Closing Date that all Notes or
appropriate lost note affidavits have been delivered (with any exceptions
noted). The Trustee shall provide a certification no later than 45 days after
the Closing Date (in the form attached hereto as Exhibit S-2) that a copy of the
Mortgage, a copy of any related ground leases, the originals of any related
letters of credit (or copies, if the originals are held by the Servicer pursuant
to Section 2.01(c)) and the lender's title policy (original or copy or marked-up
title commitment marked as binding and countersigned by the title company or its
authorized agent either on its face or by an acknowledged closing instruction or
escrow letter, which may be a pro forma or specimen title insurance policy which
has been accepted or approved as binding in writing by the related title
insurance company) and, with respect to hospitality properties, a copy of the
franchise agreement, an original or copy of the comfort letter and any transfer
documents with respect to such comfort letter required to be delivered on the
Closing Date have been delivered (with any exceptions noted).

            If the applicable Mortgage Loan Seller or the Depositor cannot
deliver, or cause to be delivered, as to any Mortgage Loan, the original or a
copy of any of the documents and/or instruments referred to in Section
2.01(a)(ii), Section 2.01(a)(v), Section 2.01(a)(viii)(A), Section 2.01(a)(xiv)
and Section 2.01(a)(xvi) and the UCC financing statements and UCC assignments of
financing statements referred to in Section 2.01(a)(xiii), with evidence of
recording or filing thereon, solely because of a delay caused by the public
recording or filing office where such document or instrument has been delivered
for recordation or filing, or because such original recorded or filed document
has been lost or returned from the recording or filing office and subsequently
lost, as the case may be, the delivery requirements of Section 2.01 shall be
deemed to have been satisfied as to such missing item, and such missing item
shall be deemed to have been included in the related Mortgage File, provided
that a copy of such document or instrument (without evidence of recording or
filing thereon, but certified (which certificate may relate to multiple
documents and/or instruments) by the applicable public recording or filing
office, the applicable title insurance company or the related Mortgage Loan
Seller to be a true and complete copy of the original thereof submitted for
recording or filing, as the case may be) has been delivered to the Custodian
within 45 days after the Closing Date, and either the original of such missing
document or instrument, or a copy thereof, with evidence of recording or filing,
as the case may be, thereon, is delivered to the Custodian within 180 days after
the Closing Date (or within such longer period after the Closing Date as the
Trustee may consent to, which consent shall not be unreasonably withheld so long
as the related Mortgage Loan Seller has provided the Trustee with evidence of
such recording or filing, as the case may be, or has certified to the Trustee as
to the occurrence of such recording or filing, as the case may be, and is, as
certified to the Trustee no less often than quarterly, in good faith attempting
to obtain from the appropriate county recorder's or filing office such original
or copy; provided that in no event shall such extension exceed 24 months after
the Closing Date).

            (c) Notwithstanding anything herein to the contrary, with respect to
the documents referred to in clause (xix) and clause (xx) of Section 2.01(a),
the Servicer shall hold the original of each such document in trust on behalf of
the Trust in order to draw on such letter of credit on behalf of the Trust and
the applicable Mortgage Loan Seller shall be deemed to have satisfied the
delivery requirements of the related Mortgage Loan Purchase Agreement and this
Section 2.01 by delivering the original of each such document to the Servicer,
who shall forward a copy of the applicable document to the Trustee. The
applicable Mortgage Loan Seller shall pay any costs of assignment or amendment
of such letter of credit (which amendment shall change the beneficiary of the
letter of credit to the Trust in care of the Servicer) required in order for the
Servicer to draw on such letter of credit on behalf of the Trust. In the event
that the documents specified in clause (xx) of Section 2.01(a) are missing
because the related assignment or amendment documents have not been completed,
the applicable Mortgage Loan Seller shall take all necessary steps to enable the
Servicer to draw on the related letter of credit on behalf of the Trust
including, if necessary, drawing on the letter of credit in its own name
pursuant to written instructions from the Servicer and immediately remitting
such funds (or causing such funds to be remitted) to the Servicer.

            Section 2.02 Acceptance by Custodian and the Trustee. By its
execution and delivery of this Agreement, the Trustee acknowledges the
assignment to it of the Mortgage Loans in good faith without notice of adverse
claims and declares that the Custodian holds and will hold such documents and
all others delivered to it constituting the Mortgage File (to the extent the
documents constituting the Mortgage File are actually delivered to the
Custodian) for any Mortgage Loan assigned to the Trustee hereunder in trust,
upon the conditions herein set forth, for the use and benefit of all present and
future Certificateholders and Serviced Companion Loan Noteholders. The Custodian
agrees to review each Mortgage File within 60 days after the later of the
Closing Date or actual receipt (but no later than 120 days after the Closing
Date with respect to any Mortgage File received within 100 days after the
Closing Date), to ascertain that all documents (other than documents referred to
in clause (xix) and clause (xx) of Section 2.01(a) which shall be delivered to
the Servicer and the documents referred to in clauses (iii), (v)(B) and
(viii)(B) of Section 2.01(a) which shall be delivered for filing or recording by
the Mortgage Loan Sellers as provided herein) referred to in Section 2.01(a)
above (in the case of the documents referred to in Section 2.01(a)(iv), (v),
(vi), (vii) (in the case of any endorsement thereto), (viii), (ix) and (x)
through (xxi), as identified to it in writing by the related Mortgage Loan
Seller) and any original recorded documents included in the delivery of a
Mortgage File have been received, have been executed, appear to be what they
purport to be, purport to be recorded or filed (as applicable) and have not been
torn in any materially adverse manner or mutilated or otherwise defaced, and
that such documents relate to the Mortgage Loans identified in the Mortgage Loan
Schedule. In so doing, the Custodian may rely on the purported due execution and
genuineness of any such document and on the purported genuineness of any
signature thereon. If at the conclusion of such review any document or documents
constituting a part of a Mortgage File have not been executed or received, have
not been recorded or filed (if required), are unrelated to the Mortgage Loans
identified in the Mortgage Loan Schedule, appear not to be what they purport to
be or have been torn in any materially adverse manner or mutilated or otherwise
defaced, the Custodian shall promptly so notify (in the form attached hereto as
Exhibit R) the Bond Administrator, the Trustee, the Controlling Class
Representative, the Class GMB Directing Certificateholder (if related to the
General Motors Building Whole Loan), the Depositor, the Servicer, the Special
Servicer and the related Mortgage Loan Seller by providing a written report,
setting forth for each affected Mortgage Loan, with particularity, the nature of
the defective or missing document. The Depositor shall or shall cause the
related Mortgage Loan Seller to deliver an executed, recorded or undamaged
document, as applicable, or, if the failure to deliver such document in such
form has a material adverse effect on the security provided by the related
Mortgaged Property or the ability of the Trustee to timely enforce any rights or
remedies in respect of such Mortgaged Property, the Depositor shall cause the
related Mortgage Loan Seller to cure, repurchase or substitute for the related
Mortgage Loan in the manner provided in Section 2.03. None of the Servicer, the
Special Servicer, the Bond Administrator or the Trustee shall be responsible for
any loss, cost, damage or expense to the Trust Fund resulting from any failure
to receive any document constituting a portion of a Mortgage File noted on such
a report or for any failure by the Depositor to use its best efforts to deliver
any such document.

            Contemporaneously with its execution of this Agreement, the
Depositor shall cause each Mortgage Loan Seller to deliver, a power of attorney
to each of the Servicer and Special Servicer, at the direction of the
Controlling Class Representative or its assignees, to take such other action as
is necessary to effect the delivery, assignment and/or recordation of any
documents and/or instruments relating to any Mortgage Loan which have not been
delivered, assigned or recorded at the time required for enforcement by the
Trust Fund. Pursuant to the related Mortgage Loan Purchase Agreement, each of
the Mortgage Loan Sellers will be required to effect (at the expense of the
applicable Mortgage Loan Seller) the assignment and recordation of its
respective Loan Documents until the assignment and recordation of all such Loan
Documents has been completed.

            In reviewing any Mortgage File pursuant to the second preceding
paragraph or Section 2.01, the Servicer shall have no responsibility to cause
the Custodian or Trustee to, and the Custodian or Trustee will have no
responsibility to, examine any opinions or determine whether any document is
legal, valid, binding or enforceable, whether the text of any assignment or
endorsement is in proper or recordable form (except, if applicable, to determine
if the Trustee is the assignee or endorsee), whether any document has been
recorded in accordance with the requirements of any applicable jurisdiction,
whether a blanket assignment is permitted in any applicable jurisdiction, or
whether any Person executing any document or rendering any opinion is authorized
to do so or whether any signature thereon is genuine.

            The Custodian shall hold that portion of the Trust Fund delivered to
the Custodian consisting of "instruments" (as such term is defined in Section
9-102 of the Uniform Commercial Code as in effect in Minnesota on the date
hereof) in Minnesota and, except as otherwise specifically provided in this
Agreement, shall not remove such instruments from Minnesota, as applicable,
unless it receives an Opinion of Counsel (obtained and delivered at the expense
of the Person requesting the removal of such instruments from Minnesota) that in
the event the transfer of the Mortgage Loans to the Trustee is deemed not to be
a sale, after such removal, the Trustee will possess a first priority perfected
security interest in such instruments.

            Section 2.03 Representations, Warranties and Covenants of the
Depositor; Repurchase and Substitution of Mortgage Loans. (a) The Depositor
hereby represents and warrants that:

            (i) The Depositor is a corporation duly organized, validly existing
      and in good standing under the laws of the State of Delaware;

            (ii) The Depositor has taken all necessary action to authorize the
      execution, delivery and performance of this Agreement by it, and has the
      power and authority to execute, deliver and perform this Agreement and all
      the transactions contemplated hereby, including, but not limited to, the
      power and authority to sell, assign and transfer the Mortgage Loans in
      accordance with this Agreement;

            (iii) This Agreement has been duly and validly executed and
      delivered by the Depositor and assuming the due authorization, execution
      and delivery of this Agreement by each other party hereto, this Agreement
      and all of the obligations of the Depositor hereunder are the legal, valid
      and binding obligations of the Depositor, enforceable in accordance with
      the terms of this Agreement, except as such enforcement may be limited by
      bankruptcy, insolvency, reorganization, liquidation, receivership,
      moratorium or other laws relating to or affecting creditors' rights
      generally, or by general principles of equity (regardless of whether such
      enforceability is considered in a proceeding in equity or at law);

            (iv) The execution and delivery of this Agreement and the
      performance of its obligations hereunder by the Depositor will not
      conflict with any provision of its certificate of incorporation or bylaws,
      or any law or regulation to which the Depositor is subject, or conflict
      with, result in a breach of or constitute a default under (or an event
      which with notice or lapse of time or both would constitute a default
      under) any of the terms, conditions or provisions of any agreement or
      instrument to which the Depositor is a party or by which it is bound, or
      any law, order or decree applicable to the Depositor, or result in the
      creation or imposition of any lien on any of the Depositor's assets or
      property, which would materially and adversely affect the ability of the
      Depositor to carry out the transactions contemplated by this Agreement;

            (v) The certificate of incorporation of the Depositor provides that
      the Depositor is permitted to engage in only the following activities:

                  (A) to acquire, own, hold, sell, transfer, assign, pledge and
            otherwise deal with the following: (I) "fully-modified pass-through"
            certificates ("GNMA Certificates") issued and guaranteed as to
            timely payment of principal and interest by the Government National
            Mortgage Association ("GNMA"), a wholly-owned corporate
            instrumentality of the United States within the Department of
            Housing and Urban Development organized and existing under Title III
            of the National Housing Act of 1934; (II) Guaranteed Mortgage
            Pass-Through Certificates ("FNMA Certificates") issued and
            guaranteed as to timely payment of principal and interest by FNMA;
            (III) Mortgage Participation Certificates ("FHLMC Certificates")
            issued and guaranteed as to timely payment of interest and ultimate
            or full payment of principal by FHLMC; (IV) any other participation
            certificates, pass-through certificates or other obligations or
            interests backed directly or indirectly by mortgage loans and issued
            or guaranteed by GNMA, FNMA or FHLMC (collectively with the GNMA
            Certificates, FNMA Certificates and FHLMC Certificates, the "Agency
            Securities"); (V) mortgage-backed securities, which securities need
            not be issued or guaranteed, in whole or in part, by any
            governmental entity, issued by one or more private entities
            (hereinafter referred to as "Private Securities"); (VI) mortgage
            loans secured by first, second or more junior liens on one-to-four
            family residential properties, multifamily properties that are
            either rental apartment buildings or projects containing five or
            more residential units or commercial properties, regardless of
            whether insured or guaranteed in whole or in part by any
            governmental entity, or participation interests or stripped
            interests in such mortgage loans ("Mortgage Loans"); (VII)
            conditional sales contracts and installment sales or loan agreements
            or participation interests therein secured by manufactured housing
            ("Contract"); and (VIII) receivables of third-parties or other
            financial assets of third-parties, either fixed or revolving, that
            by their terms convert into cash within a finite time period ("Other
            Assets");

                  (B) to loan its funds to any person under loan agreements and
            other arrangements which are secured by Agency Securities, Private
            Securities, Mortgage Loans, Contracts and/or Other Assets;

                  (C) to authorize, issue, sell and deliver bonds or other
            evidences of indebtedness that are secured by Agency Securities,
            Private Securities, Mortgage Loans, Contracts and/or Other Assets;

                  (D) to authorize, issue, sell and deliver certificates
            evidencing beneficial ownership interests in pools of Agency
            Securities, Private Securities, Mortgage Loans, Contracts and/or
            Other Assets; and

                  (E) to engage in any activity and to exercise any powers
            permitted to corporations under the laws of the State of Delaware
            that are incident to the foregoing and necessary or convenient to
            accomplish the foregoing.

Capitalized terms defined in this clause (v) shall apply only to such clause;

            (vi) There is no action, suit, proceeding or investigation pending
      or threatened against the Depositor in any court or by or before any other
      governmental agency or instrumentality which would materially and
      adversely affect the ability of the Depositor to carry out its obligations
      under this Agreement;

            (vii) No consent, approval, authorization or order of, or
      registration or filing with, or notice to any court or governmental agency
      or body, is required for the execution, delivery and performance by the
      Depositor of or compliance by the Depositor with this Agreement, or if
      required, such approval has been obtained prior to the Cut-off Date; and

            (viii) The Trustee, if not the owner of the related Mortgage Loan,
      will have a valid and perfected security interest of first priority in
      each of the Mortgage Loans and any proceeds thereof.

            (b) The Depositor hereby represents and warrants with respect to
each Mortgage Loan that:

            (i) Immediately prior to the transfer and assignment to the Trustee,
      the Note and the Mortgage were not subject to an assignment or pledge, and
      the Depositor had good title to, and was the sole owner of, the Mortgage
      Loan and had full right to transfer and sell the Mortgage Loan to the
      Trustee free and clear of any encumbrance, equity, lien, pledge, charge,
      claim or security interest, provided, that, in the case of each
      Non-Serviced Mortgage Loan, the related Mortgage will not be executed and
      delivered in favor of the Trustee, but rather has been assigned to the
      applicable Other Trustee under the related Other Pooling and Servicing
      Agreement;`

            (ii) The Depositor is transferring such Mortgage Loan free and clear
      of any and all liens, pledges, charges or security interests of any nature
      encumbering such Mortgage Loan;

            (iii) The related Assignment of Mortgage constitutes the legal,
      valid and binding assignment of such Mortgage from the Depositor to the
      Trustee, and any related Reassignment of Assignment of Leases, Rents and
      Profits constitutes the legal, valid and binding assignment from the
      Depositor to the Trustee; and

            (iv) No claims have been made by the Depositor under the lender's
      title insurance policy, and the Depositor has not done anything which
      would impair the coverage of such lender's title insurance policy.

            (c) It is understood and agreed that the representations and
warranties set forth in this Section 2.03 shall survive delivery of the
respective Mortgage Files to the Custodian until the termination of this
Agreement, and shall inure to the benefit of the Certificateholders, the
Serviced Companion Loan Noteholders, the Servicer and the Special Servicer.

            (d) If any party hereto discovers that any document constituting a
part of a Mortgage File has not been delivered within the time periods provided
for in Section 2.01, has not been properly executed, is missing, does not appear
to be regular on its face or contains information that does not conform in any
material respect with the corresponding information set forth in the Mortgage
Loan Schedule (each, a "Defect"), or discovers or receives notice of a breach of
any representation or warranty of any Mortgage Loan Seller made pursuant to the
related Mortgage Loan Purchase Agreement with respect to any Mortgage Loan (a
"Breach"), such party shall give prompt written notice thereof to each of the
Rating Agencies, the related Mortgage Loan Seller, the other parties hereto, the
Controlling Class Representative and the Class GMB Directing Certificateholder
(if related to the General Motors Building Whole Loan). If any such Defect or
Breach materially and adversely affects the value of any Mortgage Loan, the
value of the related Mortgaged Property or the interests of the Trustee or any
Certificateholders in any Mortgage Loan hereunder, then such Defect shall
constitute a "Material Defect" or such Breach shall constitute a "Material
Breach," as the case may be; provided, however, that if any of the documents
specified in Section 2.01(i), (ii), (vii), (xi), and (xix) of the definition of
"Mortgage File" are not delivered as required in Section 2.01(a), it shall be
deemed a Material Defect. Promptly upon receiving written notice of any such
Material Defect or Material Breach with respect to a Mortgage Loan (including
through a written notice given by any party hereto, as provided above), the
applicable Mortgage Loan Seller shall, not later than 90 days from the
applicable Mortgage Loan Seller's receipt of notice from the Depositor, the
Servicer, the Special Servicer, the Trustee, the Custodian or the Bond
Administrator of such Material Defect or Material Breach, as the case may be
(or, in the case of a Material Defect or Material Breach relating to a Mortgage
Loan not being a "qualified mortgage" within the meaning of the REMIC
Provisions, not later than 90 days after the Mortgage Loan Seller or any party
hereto discovering such Material Defect or Material Breach) (any such 90-day
period, the "Initial Resolution Period"), (i) cure the same in all material
respects, (ii) repurchase the affected Mortgage Loan at the applicable
Repurchase Price or in conformity with the applicable Mortgage Loan Purchase
Agreement or (iii) substitute a Qualifying Substitute Mortgage Loan for such
affected Mortgage Loan (provided that, in no event shall such substitution occur
later than the second anniversary of the Closing Date) and pay to the Servicer
for deposit into the Collection Account (or, with respect to any Serviced Whole
Loan, the applicable Serviced Whole Loan Collection Account) any Substitution
Shortfall Amount in connection therewith; provided, however, that with respect
to any Material Defect arising from a missing document as to which the Trustee
certified its possession of such document (x) on the Closing Date, in the form
of Exhibit S-1 or (y) no later than 45 days following the Closing Date, in the
form of Exhibit S-2, the related Mortgage Loan Seller shall have (A) 15 days to
cure the Material Defect relating to the missing document in the certification
of clause (x) and (B) 30 days to cure the Material Defect relating to the
missing document in the certification of clause (y); provided, further, that if
(i) such Material Defect (other than the one relating to the immediately
preceding proviso) or Material Breach is capable of being cured but not within
the Initial Resolution Period, (ii) such Material Defect or Material Breach is
not related to any Mortgage Loan's not being a "qualified mortgage" within the
meaning of the REMIC Provisions and (iii) the Mortgage Loan Seller has commenced
and is diligently proceeding with the cure of such Material Defect or Material
Breach within the Initial Resolution Period, then the Mortgage Loan Seller shall
have an additional period equal to the applicable Resolution Extension Period to
complete such cure or, failing such cure, to repurchase the Mortgage Loan or
substitute a Qualifying Substitute Mortgage Loan. The applicable Mortgage Loan
Seller shall have an additional 90 days (without duplication of the additional
90-day period set forth in the last sentence of the definition of Resolution
Extension Period) to cure such Material Defect or Material Beach; provided that,
the Mortgage Loan Seller has commenced and is diligently proceeding with the
cure of such Material Defect or Material Breach and such failure to cure is
solely the result of a delay in the return of documents from the local filing or
recording authorities. Notwithstanding the foregoing, if a Mortgage Loan is not
secured by a hotel, restaurant (operated by a Borrower), healthcare facility,
nursing home, assisted living facility, self-storage facility, theatre, mobile
home park or fitness center (operated by a Borrower) property, then the failure
to deliver to the Trustee copies of the UCC financing statements with respect to
such Mortgage Loan shall not be a Material Defect.

            If one or more (but not all) of the Mortgage Loans constituting a
cross-collateralized group of Mortgage Loans are to be repurchased or
substituted by the applicable Mortgage Loan Seller as contemplated by this
Section 2.03(d), then, prior to the subject repurchase or substitution, the
applicable Mortgage Loan Seller or its designee shall use its reasonable
efforts, subject to the terms of the related Mortgage Loan(s), to prepare and,
to the extent necessary and appropriate, have executed by the related Borrower
and record, such documentation as may be necessary to terminate the
cross-collateralization between the Mortgage Loan(s) in such
cross-collateralized group of Mortgage Loans that are to be repurchased or
substituted, on the one hand, and the remaining Mortgage Loan(s) therein, on the
other hand, such that those two groups of Mortgage Loans are each secured only
by the Mortgaged Properties identified in the Mortgage Loan Schedule as directly
corresponding thereto; provided that, no such termination shall be effected
unless and until the Controlling Class Representative, if one is then acting,
has consented in its sole discretion and the Trustee has received from the
applicable Mortgage Loan Seller (i) an Opinion of Counsel to the effect that
such termination would not cause an Adverse REMIC Event to occur and (ii)
written confirmation from each Rating Agency that the then current rating
assigned to any of the Certificates that are currently being rated by such
Rating Agency will not be qualified, downgraded or withdrawn by reason of such
termination; provided, further, that the Mortgage Loan Seller, in the case of
the related Mortgage Loans, may, at its option and within the 90-day cure period
(and any applicable extension thereof) described above, purchase or substitute
for the entire subject cross-collateralized group of Mortgage Loans in lieu of
effecting a termination of the cross-collateralization. All costs and expenses
incurred by the Trustee or any Person acting on its behalf pursuant to this
paragraph shall be included in the calculation of the Repurchase Price for the
Mortgage Loan(s) to be repurchased or substituted. If the
cross-collateralization of any cross-collateralized group of Mortgage Loans
cannot be terminated as contemplated by this paragraph, then the Seller shall
repurchase or substitute the entire subject cross-collateralized group of
Mortgage Loans.

            Notwithstanding the foregoing, if there is a Material Breach or
Material Defect with respect to one or more Mortgaged Properties with respect to
a Mortgage Loan or cross-collateralized group of Mortgage Loans, the applicable
Mortgage Loan Seller will not be obligated to repurchase the Mortgage Loan or
cross-collateralized group of Mortgage Loans if the affected Mortgaged Property
may be released pursuant to the terms of any partial release provisions in the
related Loan Documents (and such Mortgaged Property is, in fact, released) and
the remaining Mortgaged Property(ies) satisfy the requirements, if any, set
forth in the Loan Documents and the Mortgage Loan Seller provides an Opinion of
Counsel to the effect that such release would not cause an Adverse REMIC Event
to occur.

            In the event that a Mortgage Loan Seller, in connection with a
Material Defect or a Material Breach (or an allegation of a Material Defect or a
Material Breach) pertaining to a Mortgage Loan, makes a cash payment pursuant to
an agreement or a settlement between the applicable Mortgage Loan Seller and the
Special Servicer, on behalf of the Trust (each such payment, a "Loss of Value
Payment") with respect to such Mortgage Loan, the amount of such Loss of Value
Payment shall be deposited into the Loss of Value Reserve Fund to be applied in
accordance with Section 3.06(f). If such Loss of Value Payment is made, the Loss
of Value Payment shall serve as the sole remedy available to the
Certificateholders and the Trustee on their behalf regarding any such Material
Breach or Material Defect in lieu of any obligation of the Mortgage Loan Seller
to otherwise cure such Material Breach or Material Defect or repurchase or
substitute for the affected Mortgage Loan based on such Material Breach or
Material Defect under any circumstances. This paragraph is intended to apply
only to a mutual agreement or settlement between the applicable Mortgage Loan
Seller and the Trust, provided, however, that prior to any such agreement or
settlement nothing in this paragraph shall preclude the Mortgage Loan Seller or
the Trustee from exercising any of its rights related to a Material Defect or a
Material Breach in the manner and timing set forth in the related Mortgage Loan
Purchase Agreement or this Section 2.03 (excluding this paragraph) (including
any right to cure, repurchase or substitute for such Mortgage Loan), and
provided, further, that such Loss of Value Payment shall not be greater than the
Repurchase Price of the affected Mortgage Loan.

            (e) In connection with any repurchase of or substitution for a
Mortgage Loan contemplated by this Section 2.03, (A) the Trustee, the Servicer
(with respect to any such Mortgage Loan other than a Specially Serviced Loan)
and the Special Servicer (with respect to any such Mortgage Loan that is a
Specially Serviced Loan) shall each tender to the applicable Mortgage Loan
Seller, upon delivery (i) to each of the Servicer or the Special Servicer, as
applicable, of a trust receipt and (ii) to the Trustee by the Servicer or the
Special Servicer, as applicable, of a Request for Release and an acknowledgement
by the Servicer or Special Servicer, as applicable, of its receipt of the
Repurchase Price or the Substitution Shortfall Amount from the applicable
Mortgage Loan Seller, (1) all portions of the Mortgage File and other documents
pertaining to such Mortgage Loan possessed by it, and (2) each document that
constitutes a part of the Mortgage File that was endorsed or assigned to the
Trustee shall be endorsed or assigned without recourse in the form of
endorsement or assignment provided to the Trustee by the applicable Mortgage
Loan Seller, as the case may be, to the applicable Mortgage Loan Seller as shall
be necessary to vest in the applicable Mortgage Loan Seller the legal and
beneficial ownership of such Mortgage Loan to the extent such ownership was
transferred to the Trustee (provided, however, that the Servicer or Special
Servicer, as applicable, shall use reasonable efforts to cooperate in furnishing
necessary information to the extent in its possession to the Mortgage Loan
Seller in connection with such Mortgage Loan Seller's preparation of such
endorsement or assignment) and (B) the Trustee shall release, or cause a release
of, any escrow payments and reserve funds held by the Trustee, or on the
Trustee's behalf, in respect of such Mortgage Loan to the applicable Mortgage
Loan Seller.

            (f) The Special Servicer shall, for the benefit of the
Certificateholders and the Trustee, enforce the obligations of the applicable
Mortgage Loan Seller under Section 6 of the applicable Mortgage Loan Purchase
Agreement. Such enforcement, including, without limitation, the legal
prosecution of claims, shall be carried out in accordance with the Servicing
Standard. The Trustee, the Servicer and the Special Servicer, as the case may
be, shall be reimbursed for the reasonable costs of such enforcement: first,
pursuant to Section 3.06 (with respect to the related Mortgage Loan), out of the
related Repurchase Price or Substitution Shortfall Amount, as applicable, to the
extent that such expenses are a specific component thereof; and second, if at
the conclusion of such enforcement action it is determined that the amounts
described in clause first are insufficient, then pursuant to Section 3.06, out
of general collections on the Mortgage Loans on deposit in the Collection
Account in each case with interest thereon at the Advance Rate from the time
such expense was incurred to, but excluding, the date such expense was
reimbursed.

            On each anniversary of the Closing Date, the Custodian shall prepare
and forward to the Bond Administrator, the Depositor, the Trustee, the Servicer,
the Special Servicer, the Controlling Class Representative (as identified to the
Custodian by the Bond Administrator) and the applicable Mortgage Loan Seller, a
document exception report setting forth the then current status of any Defects
related to the Mortgage Files pertaining to the Mortgage Loans sold by such
Mortgage Loan Seller in a format mutually agreed upon between the Custodian and
the Bond Administrator.

            As to any Qualifying Substitute Mortgage Loan, the Trustee shall
direct the related Mortgage Loan Seller to deliver to the Custodian for such
Qualifying Substitute Mortgage Loan (with a copy to the Servicer), the related
Mortgage File with the related Note endorsed as required by Section 2.01(a)(i)
hereof. Monthly Payments due with respect to Qualifying Substitute Mortgage
Loans in or prior to the month of substitution shall not be part of the Trust
Fund and will be retained by the Servicer and remitted by the Servicer to the
related Mortgage Loan Seller on the next succeeding Distribution Date. For the
month of repurchase or substitution, distributions to Certificateholders will
include the Monthly Payment(s) due on the related Removed Mortgage Loan and
received by the Servicer or the Special Servicer on behalf of the Trust on or
prior to the related date of repurchase or substitution, as applicable, and such
Mortgage Loan Seller shall be entitled to retain all amounts received thereafter
in respect of such Removed Mortgage Loan.

            In any month in which a Mortgage Loan Seller substitutes one or more
Qualifying Substitute Mortgage Loans for one or more Removed Mortgage Loans, the
Servicer will determine the applicable Substitution Shortfall Amount. The
Trustee shall direct such Mortgage Loan Seller to deposit cash equal to such
amount into the Collection Account and/or the applicable Serviced Whole Loan
Collection Account, as applicable, concurrently with the delivery of the
Mortgage Files for such Qualifying Substitute Mortgage Loans, without any
reimbursement thereof. The Trustee shall also direct such Mortgage Loan Seller
to give written notice to the Depositor, the Bond Administrator and the Servicer
of such deposit. The Trustee shall amend the Mortgage Loan Schedule to reflect
the removal of each Removed Mortgage Loan and, if applicable, the substitution
of the Qualifying Substitute Mortgage Loan; and, upon such amendment, the
Trustee shall deliver or cause the delivery of such amended Mortgage Loan
Schedule to the other parties hereto. Upon any such substitution, the Qualifying
Substitute Mortgage Loans shall be subject to the terms of this Agreement in all
respects.

            It is understood and agreed that Section 6 of the Mortgage Loan
Purchase Agreements provides the sole remedy available to the Certificateholders
and the Trustee on behalf of the Certificateholders respecting any Breach
(including a Breach with respect to a Mortgage Loan failing to constitute a
Qualified Mortgage) or any Defect.

            (g) In the event that any litigation is commenced which alleges
facts which, in the judgment of the Depositor, could constitute a breach of any
of the Depositor's representations and warranties relating to the Mortgage
Loans, the Depositor hereby reserves the right to conduct the defense of such
litigation at its expense and shall not be required to obtain any consent from
the Servicer, the Special Servicer or the Controlling Class Representative.

            (h) If for any reason a Mortgage Loan Seller fails to fulfill its
obligations under the related Mortgage Loan Purchase Agreement with respect to
any Mortgage Loan, the Servicer or the Special Servicer, as applicable, shall
use reasonable efforts in enforcing any obligation of such Mortgage Loan Seller
to cure, repurchase or substitute for such Mortgage Loan under the terms of the
related Mortgage Loan Purchase Agreement, all at the expense of such Mortgage
Loan Seller.

            Section 2.04 Representations, Warranties and Covenants of the
Servicer, Special Servicer, Trustee and the Bond Administrator. (a) The
Servicer, as Servicer, hereby represents and warrants to the Trustee, for its
own benefit and the benefit of the Certificateholders, and to the Bond
Administrator, the Depositor, the Special Servicer and the Serviced Companion
Loan Noteholders, as of the Closing Date, that:

            (i) The Servicer is a corporation, duly organized, validly existing
      and in good standing under the laws of the State of Delaware, and the
      Servicer is in compliance with the laws of each state (within the United
      States of America) in which any Mortgaged Property is located to the
      extent necessary to perform its obligations under this Agreement;

            (ii) The execution and delivery of this Agreement by the Servicer,
      and the performance and compliance with the terms of this Agreement by the
      Servicer, do not (A) violate the Servicer's certificate of incorporation
      and by-laws or (B) constitute a default (or an event which, with notice or
      lapse of time, or both, would constitute a default) under, or result in
      the breach of, any material agreement or other material instrument to
      which it is a party or which is applicable to it or any of its assets, or
      (C) violate any law, rule, regulation, order, judgment or decree to which
      the Servicer or its property is subject, which, in the case of either (B)
      or (C), is likely to materially and adversely affect either the ability of
      the Servicer to perform its obligations under this Agreement or its
      financial condition;

            (iii) The Servicer has the full corporate power and authority to
      enter into and consummate all transactions to be performed by it
      contemplated by this Agreement, has duly authorized the execution,
      delivery and performance by it of this Agreement, and has duly executed
      and delivered this Agreement;

            (iv) This Agreement, assuming due authorization, execution and
      delivery by the Trustee, the Bond Administrator, the Paying Agent, the
      Special Servicer and the Depositor, constitutes a valid, legal and binding
      obligation of the Servicer, enforceable against the Servicer in accordance
      with the terms hereof, subject to applicable bankruptcy, insolvency,
      reorganization, receivership, moratorium and other laws affecting the
      enforcement of creditors' rights generally, and general principles of
      equity, regardless of whether such enforcement is considered in a
      proceeding in equity or at law;

            (v) The Servicer is not in default with respect to any law, any
      order or decree of any court, or any order, regulation or demand of any
      federal, state, municipal or governmental agency, which default, in the
      Servicer's reasonable judgment is likely to materially and adversely
      affect the financial condition or operations of the Servicer or its
      properties taken as a whole or its ability to perform its duties and
      obligations hereunder;

            (vi) No litigation is pending or, to the best of the Servicer's
      knowledge, threatened against the Servicer which would prohibit the
      Servicer from entering into this Agreement or, in the Servicer's good
      faith and reasonable judgment is likely to materially and adversely affect
      either the ability of the Servicer to perform its obligations under this
      Agreement or the financial condition of the Servicer;

            (vii) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by the Servicer, or compliance by the Servicer with, this
      Agreement or the consummation of the transactions of the Servicer
      contemplated by this Agreement, except for any consent, approval,
      authorization or order which has been obtained, or which, if not obtained
      would not have a materially adverse effect on the ability of the Servicer
      to perform its obligations hereunder;

            (viii) Each officer and employee of the Servicer that has
      responsibilities concerning the servicing and administration of Mortgage
      Loans or Serviced Whole Loans is covered by errors and omissions insurance
      and the fidelity bond in the amounts and with the coverage required by
      this Agreement.

            (b) The Special Servicer, as Special Servicer, hereby represents and
warrants to and covenants with the Trustee, for its own benefit the benefit of
the Certificateholders, and to the Bond Administrator, the Depositor, the
Servicer and the Serviced Companion Loan Noteholders, as of the Closing Date,
that:

            (i) The Special Servicer is a corporation, duly organized, validly
      existing and in good standing under the laws of the State of Florida, and
      the Special Servicer is in compliance with the laws of each state (within
      the United States of America) in which any Mortgaged Property is located
      to the extent necessary to perform its obligations under this Agreement;

            (ii) The execution and delivery of this Agreement by the Special
      Servicer, and the performance and compliance with the terms of this
      Agreement by the Special Servicer, do not (A) violate the Special
      Servicer's certificate of incorporation and by-laws or (B) constitute a
      default (or an event which, with notice or lapse of time, or both, would
      constitute a default) under, or result in the breach of, any material
      agreement or other material instrument to which it is a party or which is
      applicable to it or any of its assets, or (C) violate any law, rule,
      regulation, order, judgment or decree to which the Special Servicer or its
      property is subject, which, in the case of either (B) or (C), is likely to
      materially and adversely affect either the ability of the Special Servicer
      to perform its obligations under this Agreement or its financial
      condition;

            (iii) The Special Servicer has the full corporate power and
      authority to enter into and consummate all transactions to be performed by
      it contemplated by this Agreement, has duly authorized the execution,
      delivery and performance by it of this Agreement, and has duly executed
      and delivered this Agreement;

            (iv) This Agreement, assuming due authorization, execution and
      delivery by the Trustee, the Bond Administrator, the Paying Agent, the
      Servicer and the Depositor, constitutes a valid, legal and binding
      obligation of the Special Servicer, enforceable against the Special
      Servicer in accordance with the terms hereof, subject to applicable
      bankruptcy, insolvency, reorganization, receivership, moratorium and other
      laws affecting the enforcement of creditors' rights generally, and general
      principles of equity, regardless of whether such enforcement is considered
      in a proceeding in equity or at law;

            (v) The Special Servicer is not in default with respect to any law,
      any order or decree of any court, or any order, regulation or demand of
      any federal, state, municipal or governmental agency, which default, in
      the Special Servicer's reasonable judgment is likely to materially and
      adversely affect the financial condition or operations of the Special
      Servicer or its properties taken as a whole or its ability to perform its
      duties and obligations hereunder;

            (vi) No litigation is pending or, to the best of the Special
      Servicer's knowledge, threatened against the Special Servicer which would
      prohibit the Special Servicer from entering into this Agreement or, in the
      Special Servicer's good faith and reasonable judgment is likely to
      materially and adversely affect either the ability of the Special Servicer
      to perform its obligations under this Agreement or the financial condition
      of the Special Servicer;

            (vii) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by the Special Servicer, or compliance by the Special Servicer
      with, this Agreement or the consummation of the transactions of the
      Special Servicer contemplated by this Agreement, except for any consent,
      approval, authorization or order which has been obtained, or which, if not
      obtained would not have a materially adverse effect on the ability of the
      Special Servicer to perform its obligations hereunder;

            (viii) Each officer and employee of the Special Servicer that has
      responsibilities concerning the servicing and administration of Mortgage
      Loans or Serviced Whole Loans is covered by errors and omissions insurance
      and the fidelity bond in the amounts and with the coverage required by
      this Agreement.

            (c) It is understood and agreed that the representations and
warranties set forth in this Section shall survive delivery of the respective
Mortgage Files to the Trustee or the Custodian on behalf of the Trustee until
the termination of this Agreement, and shall inure to the benefit of the
Trustee, the Bond Administrator, the Depositor, the Serviced Companion Loan
Noteholders and the Servicer or Special Servicer, as the case may be. Upon
discovery by the Depositor, the Servicer, the Special Servicer or a Responsible
Officer of the Trustee (or upon written notice thereof from any
Certificateholder) of a breach of any of the representations and warranties set
forth in this Section which materially and adversely affects the interests of
the Certificateholders, the Servicer, Special Servicer or the Trustee in any
Mortgage Loan, the party discovering such breach shall give prompt written
notice to the other parties hereto and the Mortgage Loan Sellers.

            (d) The Trustee hereby represents and warrants to the Bond
Administrator, the Depositor, the Servicer, the Special Servicer and the
Serviced Companion Loan Noteholders as of the Closing Date, that:

            (i) The Trustee is a national banking association duly organized,
      validly existing, and in good standing under the laws of the United States
      and has full power, authority and legal right to own its properties and
      conduct its business as presently conducted and to execute, deliver and
      perform the terms of this Agreement.

            (ii) This Agreement has been duly authorized, executed and delivered
      by the Trustee and, assuming due authorization, execution and delivery by
      the other parties hereto, constitutes a legal, valid and binding
      instrument enforceable against the Trustee in accordance with its terms,
      except as such enforcement may be limited by bankruptcy, insolvency,
      reorganization or other similar laws affecting the enforcement of
      creditors' rights in general and by general equity principles (regardless
      of whether such enforcement is considered in a proceeding in equity or at
      law).

            (iii) Neither the execution and delivery of this Agreement by the
      Trustee nor the consummation by the Trustee of the transactions herein
      contemplated to be performed by the Trustee, nor compliance by the Trustee
      with the provisions hereof, will conflict with or result in a breach of,
      or constitute a default under, any of the provisions of any applicable law
      (subject to the appointment in accordance with such applicable law of any
      co-Trustee or separate Trustee required pursuant to this Agreement),
      governmental rule, regulation, judgment, decree or order binding on the
      Trustee or its properties or the organizational documents of the Trustee
      or the terms of any material agreement, instrument or indenture to which
      the Trustee is a party or by which it is bound.

            (iv) The Trustee is not in violation of, and the execution and
      delivery of this Agreement by the Trustee and its performance and
      compliance with the terms of this Agreement will not constitute a
      violation with respect to, any order or decree of any court binding on the
      Trustee or any law, order or regulation of any federal, state, municipal
      or governmental agency having jurisdiction, or result in the creation or
      imposition of any lien, charge or encumbrance which, in any such event,
      would have consequences that would materially and adversely affect the
      condition (financial or otherwise) or operation of the Trustee or its
      properties or impair the ability of the Trust Fund to realize on the
      Mortgage Loans;

            (v) No consent, approval, authorization or order of, or registration
      or filing with, or notice to any court or governmental agency or body, is
      required for the execution, delivery and performance by the Trustee of or
      compliance by the Trustee with this Agreement, or if required, such
      approval has been obtained prior to the Cut-off Date.

            (e) The Bond Administrator hereby represents and warrants to the
Trustee, for its own benefit and the benefit of the Certificateholders, and to
the Depositor, the Servicer and the Serviced Companion Loan Noteholders as of
the Closing Date, that:

            (i) The Bond Administrator is a national banking association duly
      organized, validly existing, and in good standing under the laws of the
      United States and has full power, authority and legal right to own its
      properties and conduct its business as presently conducted and to execute,
      deliver and perform the terms of this Agreement.

            (ii) This Agreement has been duly authorized, executed and delivered
      by the Bond Administrator and, assuming due authorization, execution and
      delivery by the other parties hereto, constitutes a legal, valid and
      binding instrument enforceable against the Bond Administrator in
      accordance with its terms, except as such enforcement may be limited by
      bankruptcy, insolvency, reorganization or other similar laws affecting the
      enforcement of creditors' rights in general and by general equity
      principles (regardless of whether such enforcement is considered in a
      proceeding in equity or at law).

            (iii) Neither the execution and delivery of this Agreement by the
      Bond Administrator nor the consummation by the Bond Administrator of the
      transactions herein contemplated to be performed by the Bond
      Administrator, nor compliance by the Bond Administrator with the
      provisions hereof, will conflict with or result in a breach of, or
      constitute a default under, any of the provisions of any applicable law,
      governmental rule, regulation, judgment, decree or order binding on the
      Bond Administrator or its properties or the organizational documents of
      the Bond Administrator or the terms of any material agreement, instrument
      or indenture to which the Bond Administrator is a party or by which it is
      bound.

            (iv) The Bond Administrator is not in violation of, and the
      execution and delivery of this Agreement by the Bond Administrator and its
      performance and compliance with the terms of this Agreement will not
      constitute a violation with respect to, any order or decree of any court
      binding on the Bond Administrator or any law, order or regulation of any
      federal, state, municipal or governmental agency having jurisdiction, or
      result in the creation or imposition of any lien, charge or encumbrance
      which, in any such event, would have consequences that would materially
      and adversely affect the condition (financial or otherwise) or operation
      of the Bond Administrator or its properties or impair the ability of the
      Trust Fund to realize on the Mortgage Loans;

            (v) No consent, approval, authorization or order of, or registration
      or filing with, or notice to any court or governmental agency or body, is
      required for the execution, delivery and performance by the Bond
      Administrator of or compliance by the Bond Administrator with this
      Agreement, or if required, such approval has been obtained prior to the
      Cut-off Date.

            Section 2.05 Execution and Delivery of Certificates; Issuance of
Lower-Tier Regular Interests. The Trustee acknowledges the assignment to it of
the Mortgage Loans and the delivery of the Mortgage Files to the Custodian (to
the extent the documents constituting the Mortgage Files are actually delivered
to the Custodian), subject to the provisions of Section 2.01 and Section 2.02
and, concurrently with such delivery, (i) acknowledges and hereby declares that
it holds the Mortgage Loans (excluding Excess Interest) on behalf of the
Lower-Tier REMIC and the Certificateholders; (ii) acknowledges the issuance of
the Lower-Tier Regular Interests and the Class LR Certificates (as provided in
clause (iii)) and hereby declares that it holds the Lower-Tier Regular Interests
on behalf of the Upper-Tier REMIC and the Holders of the Certificates (other
than the Class Q and Class LR Certificates); and (iii) in exchange for the
Lower-Tier Regular Interests, has caused to be executed and caused to be
authenticated and delivered to or upon the order of the Depositor, or as
directed by the terms of this Agreement, the Regular Certificates, Class Q,
Class R and Class LR Certificates in authorized denominations, in each case
registered in the names set forth in such order or as so directed in this
Agreement and duly authenticated by the Authenticating Agent, which Certificates
and Lower-Tier Regular Interests evidence ownership of the entire Trust Fund.

            The Trustee hereby acknowledges the assignment to it of the Excess
Interest and, concurrently with such assignment, acknowledges the issuance of
the Class Q Certificates, which are hereby designated as undivided beneficial
interests in the portion of the Trust Fund consisting of Excess Interest and the
Grantor Trust Distribution Account, which portion shall be treated as part of
the Grantor Trust.

            Section 2.06 Miscellaneous REMIC and Grantor Trust Provisions. (a)
The Lower-Tier Regular Interests issued hereunder are hereby designated as the
"regular interests" in the Lower-Tier REMIC within the meaning of Section
860G(a)(1) of the Code, and the Class LR Certificates are hereby designated as
representing the sole class of "residual interests" in the Lower-Tier REMIC
within the meaning of Section 860G(a)(2) of the Code. The Regular Certificates
are hereby designated as "regular interests" in the Upper-Tier REMIC within the
meaning of Section 860G(a)(1) of the Code and the Class R Certificates are
hereby designated as the sole Class of "residual interests" in the Upper-Tier
REMIC within the meaning of Section 860G(a)(2) of the Code. The Closing Date is
hereby designated as the "Startup Day" of the Lower-Tier REMIC and the
Upper-Tier REMIC within the meaning of Section 860G(a)(9) of the Code. The
"latest possible maturity date" of the Lower-Tier Regular Interests and the
Regular Certificates for purposes of Section 860G(a)(l) of the Code is the Rated
Final Distribution Date.

            (b) None of the Depositor, the Trustee, the Bond Administrator, the
Servicer or the Special Servicer shall enter into any arrangement by which the
Trust Fund will receive a fee or other compensation for services other than as
specifically contemplated herein.

            (c) The assets of the Grantor Trust consisting of the right to any
Excess Interest shall be held by the Trustee and Bond Administrator for the
benefit of the Holders of the Class Q Certificates, which the Class Q
Certificates will evidence 100% beneficial ownership of such assets from and
after the Closing Date.


                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                                OF THE TRUST FUND

            Section 3.01 Servicer to Act as Servicer; Special Servicer to Act as
Special Servicer; Administration of the Mortgage Loans and the Serviced
Companion Loans. (a) The Servicer and the Special Servicer, each as an
independent contractor servicer, shall service and administer the Mortgage Loans
(other than the Non-Serviced Mortgage Loans) on behalf of the Trust Fund and the
Trustee (as Trustee for the Certificateholders), and, in the case of the
Serviced Companion Loans, on behalf of the Serviced Companion Loan Noteholders,
in each case, in accordance with the Servicing Standard and, with respect to any
Serviced Companion Loan, as a collective whole with the related Mortgage Loan,
giving due regard to the junior nature of the related Serviced B Loan, if any.

            The Servicer's or Special Servicer's liability for actions and
omissions in its capacity as Servicer or Special Servicer, as the case may be,
hereunder is limited as provided herein (including, without limitation, pursuant
to Section 6.03 hereof). To the extent consistent with the foregoing and subject
to any express limitations set forth in this Agreement, the Servicer and Special
Servicer shall seek to maximize the timely and complete recovery of principal
and interest on the Notes; provided, however, that nothing herein contained
shall be construed as an express or implied guarantee by the Servicer or Special
Servicer of the collectability of the Mortgage Loans and the Serviced Companion
Loans. Subject only to the Servicing Standard, the Servicer and Special Servicer
shall have full power and authority, acting alone or through sub-servicers
(subject to paragraph (c) of this Section 3.01, to the related agreement with
each sub-servicer and to Section 3.02), to do or cause to be done any and all
things in connection with such servicing and administration that it may deem
consistent with the Servicing Standard and, in its reasonable judgment, in the
best interests of the Certificateholders, including, without limitation, with
respect to each Mortgage Loan (other than the Non-Serviced Mortgage Loans and,
in the case of the Serviced Companion Loans, in the best interests of the
Certificateholders and the Serviced Companion Loan Noteholders, as a collective
whole, to prepare, execute and deliver, on behalf of the Certificateholders and
Serviced Companion Loan Noteholders, the Trustee and the Bond Administrator or
any of them: (i) any and all financing statements, continuation statements and
other documents or instruments necessary to maintain the lien on each Mortgaged
Property and related collateral; (ii) any modifications, waivers, consents or
amendments to or with respect to any documents contained in the related Mortgage
File; and (iii) any and all instruments of satisfaction or cancellation, or of
partial or full release or discharge, and all other comparable instruments, with
respect to the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and
the Mortgaged Properties. Notwithstanding the foregoing, neither the Servicer
nor the Special Servicer shall modify, amend, waive or otherwise consent to any
change of the terms of any Mortgage Loan except under the circumstances
described in Sections 3.03, 3.09, 3.10, 3.28, 3.30, 3.31 and 3.32 hereof. The
Servicer and Special Servicer shall provide to the Borrowers any reports
required to be provided to them thereby pursuant to the related Loan Documents.
Subject to Section 3.11, the Trustee shall, upon the receipt of a written
request of a Servicing Officer, execute and deliver to the Servicer and Special
Servicer any powers of attorney and other documents prepared by the Servicer and
Special Servicer and necessary or appropriate (as certified in such written
request) to enable the Servicer and Special Servicer to carry out their
servicing and administrative duties hereunder.

            (b) Unless otherwise provided in the related Note or related
Co-Lender Agreement, the Servicer shall apply any partial Principal Prepayment
received on a Mortgage Loan (other than the Non-Serviced Mortgage Loans) or
Serviced Companion Loan, as applicable, on a date other than a Due Date to the
Stated Principal Balance of such Mortgage Loan or Serviced Companion Loan, as
applicable, as of the Due Date immediately following the date of receipt of such
partial Principal Prepayment. Unless otherwise provided in the related Note or
related Co-Lender Agreement, the Servicer shall apply any amounts received on
U.S. Treasury obligations (which shall not be redeemed by the Servicer prior to
the maturity thereof) in respect of a Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or, Serviced Companion Loan, as applicable, being defeased
pursuant to its terms to the Stated Principal Balance of and interest on such
Mortgage Loan or Serviced Companion Loan, as applicable, as of the Due Date
immediately following the receipt of such amounts.

            (c) Each of the Servicer and, with the consent of the Controlling
Class Representative, the Special Servicer, may enter into sub-servicing
agreements with third parties with respect to any of its respective obligations
hereunder, provided, that (i) any such agreement requires the sub-servicer to
comply with all of the applicable terms and conditions of this Agreement and
shall be consistent with the provisions of this Agreement, the terms of the
respective Mortgage Loans and, Serviced Companion Loans and, in the case of a
Serviced Companion Loan, the related Co-Lender Agreement, (ii) no sub-servicer
retained by the Servicer or the Special Servicer, as applicable, shall grant any
modification, waiver or amendment to any Mortgage Loan, or Serviced Companion
Loan, as applicable, or foreclose any Mortgage without the approval of the
Servicer or the Special Servicer, as applicable, which approval shall be given
or withheld in accordance with the procedures set forth in Sections 3.09, 3.10,
3.28, 3.30, 3.31 or 3.32 (as applicable) and (iii) such agreement shall be
consistent with the Servicing Standard. Any such sub-servicing agreement may
permit the sub-servicer to delegate its duties to agents or subcontractors so
long as the related agreements or arrangements with such agents or
subcontractors are consistent with the provisions of this Section 3.01(c). Any
monies received by a sub-servicer pursuant to a sub-servicing agreement (other
than sub-servicing fees) shall be deemed to be received by the Servicer on the
date received by such sub-servicer.

            Any sub-servicing agreement entered into by the Servicer or the
Special Servicer, as applicable, shall provide that it may be assumed by the
Trustee if the Trustee has assumed the duties of the Servicer or the Special
Servicer, respectively, or any successor Servicer or Special Servicer, as
applicable, without cost or obligation to the assuming party, the Trust Fund,
upon the assumption by such party of the obligations, except to the extent they
arose prior to the date of assumption, of the Servicer or the Special Servicer,
as applicable, pursuant to Section 7.02. With respect to the Mortgage Loans
identified as Loan Nos. 34, 35 and 36 on the Mortgage Loan Schedule, the initial
sub-servicer (which is the sub-servicer of such Mortgage Loans as of the Closing
Date) may only be terminated for cause and in accordance with the terms of the
related sub-servicing agreement.

            Any sub-servicing agreement, and any other transactions or services
relating to the Mortgage Loans or the Serviced Companion Loans involving a
sub-servicer, shall be deemed to be between the Servicer or the Special
Servicer, as applicable, and such sub-servicer alone, and the Trustee, the Trust
Fund and Certificateholders and, if applicable, Serviced Companion Loan
Noteholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the sub-servicer,
except as set forth in Section 3.01(d).

            Notwithstanding the provisions of any sub-servicing agreement and
this Section 3.01, in no event shall the Trust Fund or any Serviced Companion
Loan bear any termination fee required to be paid to any sub-servicer as a
result of the termination of any sub-servicing agreement.

            (d) If the Trustee or any successor Servicer assumes the obligations
of the Servicer, or if the Trustee or any successor Special Servicer assumes the
obligations of the Special Servicer, in each case in accordance with Section
7.02, the Trustee, the successor Servicer or such successor Special Servicer, as
applicable, to the extent necessary to permit the Trustee, the successor
Servicer or such successor Special Servicer, as applicable, to carry out the
provisions of Section 7.02, shall, without act or deed on the part of the
Trustee, the successor Servicer or such successor Special Servicer, as
applicable, succeed to all of the rights and obligations of the Servicer or the
Special Servicer, as applicable, under any sub-servicing agreement entered into
by the Servicer or the Special Servicer, as applicable, pursuant to Section
3.01(c). In such event, such successor shall be deemed to have assumed all of
the Servicer's or the Special Servicer's interest, as applicable, therein (but
not any liabilities or obligations in respect of acts or omissions of the
Servicer or the Special Servicer, as applicable, prior to such deemed
assumption) and to have replaced the Servicer or the Special Servicer, as
applicable, as a party to such sub-servicing agreement to the same extent as if
such sub-servicing agreement had been assigned to such successor, except that
the Servicer or the Special Servicer, as applicable, shall not thereby be
relieved of any liability or obligations under such sub-servicing agreement that
accrued prior to the succession of such successor.

            If the Trustee or any successor Servicer or Special Servicer, as
applicable, assumes the servicing obligations of the Servicer or the Special
Servicer, as applicable, then upon request of such successor, the Servicer or
Special Servicer, as applicable, shall at its own expense (except (i) in the
event that the Special Servicer is terminated pursuant to Section 3.25(b), at
the expense of the Certificateholders effecting such termination, as applicable;
or (ii) in the event that the Servicer or the Special Servicer is terminated
pursuant to Section 6.04(c), at the expense of the Certificateholders, pro rata)
deliver to such successor all documents and records relating to any
sub-servicing agreement and the Mortgage Loans (other than the Non-Serviced
Mortgage Loans) and/or, if applicable, the Serviced Companion Loans then being
serviced thereunder and an accounting of amounts collected and held by it, if
any, and shall otherwise use its best efforts to effect the orderly and
efficient transfer of any sub-servicing agreement to such successor. The
Servicer shall not be required to assume the obligations of the Special Servicer
and nothing in this paragraph shall imply otherwise.

            (e) The parties hereto acknowledge that each Whole Loan is subject
to the terms and conditions of the related Co-Lender Agreement and, with respect
to each Non-Serviced Mortgage Loan, further subject to the servicing under and
all other terms and conditions of the related Other Pooling and Servicing
Agreement. The parties hereto further recognize the respective rights and
obligations of (i) the General Motors Building Pari Passu Loan Noteholders under
the General Motors Building A Notes Intercreditor Agreement and the rights of
the General Motors Building B Loan under the General Motors Building Agreement
Among Noteholders, (ii) the 63 Madison Avenue Pari Passu Loan Noteholder under
the 63 Madison Avenue Intercreditor Agreement, (iii) the Lakeside Mall Pari
Passu Loan Noteholder under the Lakeside Mall Intercreditor Agreement, (iv) the
Wellpoint Office Tower Pari Passu Loan Noteholders under the Wellpoint Office
Tower Intercreditor Agreement, (v) the Loews Miami Beach Pari Passu Loan
Noteholders under the Loews Miami Beach Intercreditor Agreement and (vi) the
FedEx-Bellingham B Loan Noteholder under the FedEx-Bellingham Intercreditor
Agreement, including, without limitation, with respect to (A) the allocation of
collections (and all other amounts received in connection with the related
Serviced Whole Loan) on or in respect of (u) the General Motors Building Whole
Loan in accordance with Sections 3 and 4 of the General Motors Building
Agreement Among Noteholders and Section 3.2 of the General Motors Building A
Notes Intercreditor Agreement, (v) the 63 Madison Avenue Mortgage Loan in
accordance with Section 3.2 of the 63 Madison Avenue Intercreditor Agreement,
(w) the Lakeside Mall Mortgage Loan in accordance with Section 3.2 of the
Lakeside Mall Intercreditor Agreement, (x) the Wellpoint Office Tower Whole Loan
in accordance with Section 3.2 of the Wellpoint Office Tower Intercreditor
Agreement, (y) the Loews Miami Beach Whole Loan in accordance with Section 3.2
of the Loews Miami Beach Intercreditor Agreement and (z) the FedEx-Bellingham
Whole Loan in accordance with Section 2 of the FedEx-Bellingham Intercreditor
Agreement, and (B) the allocation of Default Interest and Penalty Charges on or
in respect of (u) the General Motors Building Whole Loan in accordance with
Sections 3 and 4 of the General Motors Building Agreement Among Noteholders and
Section 3.2 of the General Motors Building A Notes Intercreditor Agreement, (v)
the 63 Madison Avenue Mortgage Loan in accordance with Section 2 of the 63
Madison Avenue Intercreditor Agreement, (w) the Lakeside Mall Mortgage Loan in
accordance with Section 3.2 of the Lakeside Mall Intercreditor Agreement, (x)
the Wellpoint Office Tower Whole Loan in accordance with Section 3.2 of the
Wellpoint Office Tower Intercreditor Agreement, (y) the Loews Miami Beach Whole
Loan in accordance with Section 3.2 of the Loews Miami Beach Intercreditor
Agreement and (z) the FedEx-Bellingham Whole Loan in accordance with Section 2
of the FedEx-Bellingham Intercreditor Agreement.

            Except for the rights granted herein or in the applicable Co-Lender
Agreement to the Directing Certificateholder, the Servicer or Special Servicer,
as applicable, is authorized to exercise the rights and powers of the Trustee,
as holder of the Note for each of the Non-Serviced Mortgage Loans, under each of
the related Co-Lender Agreements and Other Pooling and Servicing Agreements to
the extent set forth in this Agreement. The Servicer or Special Servicer, as
applicable, shall be subject to the same limitations, constraints and
restrictions in exercising such rights and powers as would be applicable to the
Trustee, in its capacity as holder of the Note for the applicable Non-Serviced
Mortgage Loan. Subject to any section of the applicable Co-Lender Agreement that
specifically addresses a particular matter with respect to a Non-Serviced
Mortgage Loan, if the Trustee is requested to take any action in its capacity as
holder of the Note for such Non-Serviced Mortgage Loan, the Trustee will notify
in writing the Servicer or Special Servicer, as applicable, and the Directing
Certificateholder and, subject to Section 8.01, act in accordance with the
instructions of such party to the extent set forth in this Agreement; provided,
that the Trustee shall not be required to take any action at the direction of
the Servicer, the Special Servicer or Directing Certificateholder, as
applicable, that is not permitted under applicable law or the terms of the
related Other Pooling and Servicing Agreement or Co-Lender Agreement.

            Notwithstanding anything herein to the contrary, the parties hereto
acknowledge and agree that the Servicer's and Special Servicer's obligations and
responsibilities hereunder and the Servicer's and Special Servicer's authority
with respect to the Serviced Whole Loans are limited by and subject to the terms
of the related Co-Lender Agreement and, with respect to each Non-Serviced
Mortgage Loan, the rights of the related Other Servicer and the Other Special
Servicer under the related Other Pooling and Servicing Agreement. The Servicer
shall, consistent with the Servicing Standard, enforce the rights of the Trustee
(as holder of the Non-Serviced Mortgage Loans) under the related Co-Lender
Agreement and the related Other Pooling and Servicing Agreement. The Servicer
shall take such actions as it shall deem reasonably necessary to facilitate the
servicing of each Non-Serviced Mortgage Loan by the related Other Servicer and
the related Other Special Servicer including, but not limited to, delivering
appropriate Requests for Release to the Trustee and Custodian (if any) in order
to deliver any portion of the related Mortgage File to the related Other
Servicer or related Other Special Servicer under the related Other Pooling and
Servicing Agreement. The Trustee, on behalf of the Certificateholders, hereby
assumes the obligations of the holder of each Non-Serviced Mortgage Loan under
the related Co-Lender Agreement; provided that the Servicer, on behalf of the
Trustee, will perform any applicable servicing-related obligations set forth
therein, and any other obligations will be performed by either the Trustee, the
Servicer or the Special Servicer, as applicable, as such parties may mutually
agree.

            The parties hereto acknowledge that pursuant to the applicable
Co-Lender Agreement or applicable Other Pooling and Servicing Agreement in the
event that (A) the 63 Madison Avenue Pari Passu Loan and the Lakeside Mall Pari
Passu Loan that were deposited into the trust formed by the GECMC 2005-C1
Pooling and Servicing Agreement are no longer part of the trust fund for the
related securitization and (B) the related Non-Serviced Mortgage Loan is
included in the Trust Fund, then such Non-Serviced Mortgage Loan shall continue
to be serviced in accordance with the applicable provisions of the applicable
Other Pooling and Servicing Agreement, with, unless otherwise provided in the
applicable Co-Lender Agreement, each of the related Other Servicer and the
related Other Special Servicer continuing to act in their respective capacities
thereunder (or by such successor master servicer or special servicer as meets
the requirements of the related Other Pooling and Servicing Agreement) until
such time as a new servicing agreement has been agreed to by the parties to the
applicable Co-Lender Agreement in accordance with the provisions of such
agreement and confirmation has been obtained from the Rating Agencies that such
new servicing agreement would not result in a downgrade, qualification or
withdrawal of the then current ratings of any Class of Certificates then
outstanding.

            In the event that any Mortgage Loan included in any Serviced Whole
Loan is no longer part of the Trust Fund and the servicing and administration of
such Whole Loan is to be governed by a separate servicing agreement and not by
this Agreement, the Servicer and, if such Serviced Whole Loan is then being
specially serviced hereunder, the Special Servicer, shall continue to act in
such capacities under such separate servicing agreement, which agreement shall
be reasonably acceptable to the Servicer and/or the Special Servicer, as the
case may be, and shall contain servicing and administration, limitation of
liability, indemnification and servicing compensation provisions substantially
similar to the corresponding provisions of this Agreement, except that such
Serviced Whole Loan and the related Mortgaged Property shall be serviced as if
they were the sole assets serviced and administered thereunder and the sole
source of funds thereunder and except that there shall be no further obligation
of any Person to make P&I Advances; provided, however, that the Servicer or the
Special Servicer, as applicable, shall not continue to service the General
Motors Building Whole Loan, the Wellpoint Office Tower Whole Loan, the Loews
Miami Beach Whole Loan or the FedEx-Bellingham Whole Loan if (i) the Directing
Certificateholder with respect to such Whole Loan, terminates the Servicer and
appoints a successor servicer or (ii) a successor special servicer is appointed
by the Directing Certificateholder, subject in each case to receipt of
confirmation from each Rating Agency and each rating agency then rating any
class of Serviced Companion Loan Securities that such appointment shall not
cause the ratings on any Class of Certificates or any applicable class of
Serviced Companion Loan Securities to be downgraded, qualified or withdrawn. All
amounts due the Servicer (including Advances and interest thereon) pursuant to
this Agreement and the applicable Co-Lender Agreement shall be paid to the
terminated Servicer on the first Servicer Remittance Date following termination.
In addition, until such time as a separate servicing agreement with respect to
such Serviced Whole Loan and any related REO Property has been entered into
then, notwithstanding that neither such Mortgage Loan nor any related REO
Property is part of the Trust Fund, the Trustee shall continue to hold the
Mortgage File and the Servicer and, if applicable, the Special Servicer shall
(subject to the preceding sentence) continue to service such Serviced Whole Loan
or any related REO Property, as the case may be, under this Agreement as if it
were a separate servicing agreement. Nothing herein shall be deemed to override
the provisions of a Co-Lender Agreement with respect to the rights of the
related noteholders thereunder and with respect to the servicing and
administrative duties and obligations with respect to such Whole Loans. In the
event of any inconsistency between the provisions of a Co-Lender Agreement
related to a Serviced Whole Loan and the provisions of this Agreement or as to
any matter on which such Co-Lender Agreement is silent or makes reference to
this Agreement, this Agreement shall govern.

            Section 3.02 Liability of the Servicer. Notwithstanding any
sub-servicing agreement, any of the provisions of this Agreement relating to
agreements or arrangements between the Servicer or Special Servicer and any
Person acting as sub-servicer (or its agents or subcontractors) or any reference
to actions taken through any Person acting as sub-servicer or otherwise, the
Servicer or Special Servicer, as applicable, shall remain obligated and
primarily liable to the Trustee (on behalf of the Certificateholders), the Bond
Administrator, the Certificateholders and, with respect to the Serviced Whole
Loans, the Serviced Companion Loan Noteholders, for the servicing and
administering of the Mortgage Loans and Serviced Companion Loans in accordance
with the provisions of this Agreement without diminution of such obligation or
liability by virtue of such sub-servicing agreements or arrangements or by
virtue of indemnification from the Depositor or any other Person acting as
sub-servicer (or its agents or subcontractors) to the same extent and under the
same terms and conditions as if the Servicer or Special Servicer, as applicable,
alone were servicing and administering the Mortgage Loans and the Serviced
Companion Loans. Each of the Servicer and the Special Servicer shall be entitled
to enter into an agreement with any sub-servicer providing for indemnification
of the Servicer or Special Servicer, as applicable, by such sub-servicer, and
nothing contained in this Agreement shall be deemed to limit or modify such
indemnification, but no such agreement for indemnification shall be deemed to
limit or modify this Agreement.

            Section 3.03 Collection of Mortgage Loan and Serviced Companion Loan
Payments. (a) The Servicer (with respect to the Mortgage Loans and the Serviced
Companion Loans other than Specially Serviced Loans) and the Special Servicer
(with respect to Specially Serviced Loans) shall use reasonable efforts to
collect all payments called for under the terms and provisions of the Mortgage
Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion
Loans each is obligated to service hereunder, and shall follow the Servicing
Standard with respect to such collection procedures; provided, however, that
nothing herein contained shall be construed as an express or implied guarantee
by the Servicer or the Special Servicer of the collectability of the Mortgage
Loans and the Serviced Companion Loans; provided, further, that with respect to
the Mortgage Loans or Serviced Whole Loans, as applicable, that have Anticipated
Repayment Dates, so long as the related Borrower is in compliance with each
provision of the related loan documents, the Servicer and Special Servicer
(including the Special Servicer in its capacity as a Certificateholder, if
applicable) shall not take any enforcement action with respect to the failure of
the related Borrower to make any payment of Excess Interest, other than requests
for collection, until the maturity date of such Mortgage Loan or Serviced Whole
Loan, as applicable, or the outstanding principal balance of such Mortgage Loan
or Serviced Whole Loan, as applicable, has been paid in full, however,
consistent with the Servicing Standard, the Servicer, or the Special Servicer
each may in its discretion waive the Excess Interest (even at the maturity date)
in connection with any Mortgage Loan it is obligated to service hereunder if
taking such action is in the best interest of all of the Certificateholders as a
collective whole. With respect to each Performing Loan (other than the
Non-Serviced Mortgage Loans), the Servicer shall use its reasonable efforts,
consistent with the Servicing Standard, to collect income statements and rent
rolls from Borrowers (other than a Borrower on any Credit Lease Loan) as
required by the Loan Documents and the terms hereof. The Servicer shall provide
at least 90 days' notice (with a copy to the Special Servicer) to the Borrowers
of Balloon Payments coming due. Consistent with the foregoing, the Servicer
(with respect to each Performing Loan other than Non-Serviced Mortgage Loans) or
the Special Servicer (with respect to Specially Serviced Loans) may in its
discretion waive any late payment charge in connection with any delinquent
Monthly Payment or Balloon Payment with respect to any Mortgage Loan or Serviced
Companion Loan. In addition, the Special Servicer shall be entitled to take such
actions with respect to the collection of payments on the Mortgage Loans and the
Serviced Companion Loans as are permitted or required under Section 3.28 hereof.

            (b) The Servicer shall, within one Business Day following receipt
thereof, deposit into the applicable Serviced Whole Loan Collection Account all
amounts received with respect to each Serviced Whole Loan or any related REO
Property.

            Section 3.04 Collection of Taxes, Assessments and Similar Items;
Escrow Accounts. (a) The Special Servicer, in the case of Specially Serviced
Loans and REO Loans and, if applicable, the related Serviced Companion Loans
that are Specially Serviced Loans or REO Loans, and the Servicer, in the case of
all Performing Loans (other than the Non-Serviced Mortgage Loans), shall
maintain accurate records with respect to each related Mortgaged Property
reflecting the status of taxes, assessments and other similar items that are or
may become a lien thereon and the status of insurance premiums payable with
respect thereto. With respect to each Specially Serviced Mortgage Loan, the
Special Servicer shall use its reasonable efforts, consistent with the Servicing
Standard, to collect income statements and rent rolls from Borrowers (other than
a Borrower on any Credit Lease Loan) as required by the Loan Documents. The
Special Servicer, in the case of Specially Serviced Loans and REO Loans, and the
Servicer, in the case of all Performing Loans (other than the Non-Serviced
Mortgage Loans), shall use reasonable efforts consistent with the Servicing
Standard to, from time to time, (i) obtain all bills for the payment of such
items (including renewal premiums), and (ii) effect payment of all such bills
with respect to such Mortgaged Properties prior to the applicable penalty or
termination date, in each case employing for such purpose Escrow Payments as
allowed under the terms of the related Mortgage Loan or Serviced Companion Loan.
If a Borrower fails to make any such payment on a timely basis or collections
from the Borrower are insufficient to pay any such item before the applicable
penalty or termination date, the Servicer shall advance the amount of any
shortfall as a Property Advance unless the Servicer determines in its good faith
business judgment that such Advance would be a Nonrecoverable Advance (provided
that with respect to advancing insurance premiums or delinquent tax assessments
the Servicer shall comply with the provisions of the second to last paragraph in
Section 3.24(d)). The Servicer shall be entitled to reimbursement of Property
Advances, with interest thereon at the Advance Rate, that it makes pursuant to
this Section 3.04 from amounts received on or in respect of the related Mortgage
Loan or Serviced Whole Loan respecting which such Advance was made or if such
Advance has become a Nonrecoverable Advance, to the extent permitted by Section
3.06 of this Agreement. No costs incurred by the Servicer in effecting the
payment of taxes and assessments on the Mortgaged Properties shall, for the
purpose of calculating distributions to Certificateholders or Serviced Companion
Loan Noteholders, be added to the amount owing under the related Mortgage Loans
or, Serviced Companion Loans, notwithstanding that the terms of such Mortgage
Loans or Serviced Companion Loans so permit.

            The parties acknowledge that with respect to each Non-Serviced
Mortgage Loan, the related Other Servicer is obligated to (or any other service
provider provided in the applicable Other Pooling and Servicing Agreement may)
make property advances with respect to such Non-Serviced Mortgage Loan, pursuant
to the applicable Other Pooling and Servicing Agreement. The related Other
Servicer (or any other service provider provided in the applicable Other Pooling
and Servicing Agreement) shall be entitled to reimbursement for nonrecoverable
property advances (as such term or similar term may be defined in the related
Other Pooling and Servicing Agreement) with, in each case, any accrued and
unpaid interest thereon provided for under such Other Pooling and Servicing
Agreement in the manner set forth in such Other Pooling and Servicing Agreement,
the related Co-Lender Agreement and Section 3.06(b)(v).

            (b) The Servicer shall segregate and hold all funds collected and
received pursuant to any Mortgage Loan (other than a Non-Serviced Mortgage Loan)
or any Serviced Companion Loan constituting Escrow Payments separate and apart
from any of its own funds and general assets and shall establish and maintain
one or more segregated custodial accounts (each, an "Escrow Account") into which
all Escrow Payments shall be deposited within two (2) Business Days after
receipt and maintained in accordance with the requirements of the related
Mortgage Loan or Serviced Whole Loan, as applicable, and in accordance with the
Servicing Standard. The Servicer shall also deposit into each Escrow Account any
amounts representing losses on Permitted Investments pursuant to Section 3.07(b)
and any Insurance Proceeds or Liquidation Proceeds which are required to be
applied to the restoration or repair of any Mortgaged Property pursuant to the
related Mortgage Loan or Serviced Whole Loan. Escrow Accounts shall be Eligible
Accounts (except to the extent the related Mortgage Loan requires it to be held
in an account that is not an Eligible Account); provided, however, in the event
that the ratings of the financial institution holding such account are
downgraded to a ratings level below that of an Eligible Account (except to the
extent the related Mortgage Loan requires it to be held in an account that is
not an Eligible Account), the Servicer shall have 30 Business Days (or such
longer time as confirmed by a written confirmation from the Rating Agencies,
obtained at the expense of the Servicer, that such longer time shall not result
in a downgrade, qualification or withdrawal of the then-current ratings assigned
to any of the Certificates or the Serviced Companion Loan Securities) to
transfer such account to an Eligible Account. Escrow Accounts shall be entitled
"Midland Loan Services, Inc., as Servicer, in trust for Wells Fargo Bank, N.A.,
as Trustee in trust for Holders of Deutsche Mortgage & Asset Receiving
Corporation, COMM 2005-LP5 Commercial Mortgage Pass-Through Certificates and
Various Borrowers and, if applicable, Serviced Companion Loan Noteholders."
Withdrawals from an Escrow Account may be made by the Servicer only:

            (i) to effect timely payments of items constituting Escrow Payments
      for the related Mortgage;

            (ii) to transfer funds to the Collection Account and/or the
      applicable Serviced Whole Loan Collection Account (or any sub-account
      thereof) to reimburse the Servicer, the Special Servicer or the Trustee
      for any Property Advance (with interest thereon at the Advance Rate)
      relating to Escrow Payments, but only from amounts received with respect
      to the related Mortgage Loan and/or Serviced Whole Loan, as applicable,
      which represent late collections of Escrow Payments thereunder;

            (iii) for application to the restoration or repair of the related
      Mortgaged Property in accordance with the related Mortgage Loan and/or
      Serviced Whole Loan, as applicable, and the Servicing Standard;

            (iv) to clear and terminate such Escrow Account upon the termination
      of this Agreement or pay-off of the related Mortgage Loan or Serviced
      Whole Loan, as applicable;

            (v) to pay from time to time to the related Borrower any interest or
      investment income earned on funds deposited in the Escrow Account if such
      income is required to be paid to the related Borrower under law or by the
      terms of the Mortgage Loan or Serviced Whole Loan, or otherwise to the
      Servicer; or

            (vi) to remove any funds deposited in an Escrow Account that were
      not required to be deposited therein or to refund amounts to Borrowers
      determined to be overages.

            (c) The Servicer shall, as to each Mortgage Loan (other than the
Non-Serviced Mortgage Loans) and each Serviced Companion Loan, (i) maintain
accurate records with respect to the related Mortgaged Property reflecting the
status of real estate taxes, assessments and other similar items that are or may
become a lien thereon and the status of insurance premiums and any ground rents
payable in respect thereof and (ii) use reasonable efforts to obtain, from time
to time, all bills for (or otherwise confirm) the payment of such items
(including renewal premiums) and, for such Mortgage Loans and Serviced Companion
Loans that require the related Borrower to escrow for such items, shall effect
payment thereof prior to the applicable penalty or termination date. For
purposes of effecting any such payment for which it is responsible, the Servicer
shall apply Escrow Payments as allowed under the terms of the related Mortgage
Loan and Serviced Companion Loan (or, if such Mortgage Loan or Serviced
Companion Loan does not require the related Borrower to escrow for the payment
of real estate taxes, assessments, insurance premiums, ground rents (if
applicable) and similar items, the Servicer shall use reasonable efforts
consistent with the Servicing Standard to cause the related Borrower to comply
with the requirement of the related Mortgage that the Borrower make payments in
respect of such items at the time they first become due and, in any event, prior
to the institution of foreclosure or similar proceedings with respect to the
related Mortgaged Property for nonpayment of such items). Subject to Section
3.24, the Servicer shall timely make a Property Advance to cover any such item
which is not so paid, including any penalties or other charges arising from the
Borrower's failure to timely pay such items.

            Section 3.05 Collection Account; Excess Liquidation Proceeds
Account; Distribution Accounts; Interest Reserve Account and Serviced Whole Loan
Collection Accounts. (a) The Servicer shall establish and maintain the
Collection Account, for the benefit of the Certificateholders and the Trustee as
the Holder of the Lower-Tier Regular Interests. The Collection Account shall be
established and maintained as an Eligible Account. Amounts attributable to the
Mortgage Loans will be assets of the Lower-Tier REMIC. Amounts attributable to
the Serviced Companion Loans will not be assets of the Trust Fund.

            The Servicer shall deposit or cause to be deposited in the
Collection Account within one Business Day following receipt the following
payments and collections received or made by or on behalf of it on or with
respect to the Mortgage Loans subsequent to the Cut-off Date:

            (i) all payments on account of principal on the Mortgage Loans
      (other than any Mortgage Loan related to a Serviced Whole Loan), including
      the principal component of all Unscheduled Payments;

            (ii) all payments on account of interest on the Mortgage Loans
      (other than any Mortgage Loan related to a Serviced Whole Loan) (net of
      the related Servicing Fees), including Prepayment Premiums, Default
      Interest, Yield Maintenance Charges, Excess Interest, and the interest
      component of all Unscheduled Payments;

            (iii) any amounts required to be deposited pursuant to Section
      3.07(b), in connection with net losses realized on Permitted Investments
      with respect to funds held in the Collection Account;

            (iv) all Net REO Proceeds withdrawn from the related REO Account
      (other than the Serviced Whole Loan REO Account) pursuant to Section
      3.17(b);

            (v) any amounts received from Borrowers which represent recoveries
      of Property Protection Expenses and are allocable to the Mortgage Loans
      (other than any Mortgage Loan related to a Serviced Whole Loan), to the
      extent not permitted to be retained by the Servicer as provided herein;

            (vi) all Insurance Proceeds and Liquidation Proceeds received in
      respect of any Mortgage Loan (other than any Mortgage Loan related to a
      Serviced Whole Loan) or any REO Property (other than REO Property related
      to a Serviced Whole Loan), other than Excess Liquidation Proceeds and
      Liquidation Proceeds that are received in connection with a purchase of
      all the Mortgage Loans and any REO Properties in the Trust Fund and that
      are to be deposited in the Lower-Tier Distribution Account pursuant to
      Section 9.01, together with any amounts representing recoveries of
      Nonrecoverable Advances, including any recovery of Unliquidated Advances,
      in respect of the related Mortgage Loans (other than any Mortgage Loan
      related to a Serviced Whole Loan); provided, however, that any Liquidation
      Proceeds related to a sale pursuant to Section 3.18 hereof or pursuant to
      the related Co-Lender Agreement of a Mortgage Loan (other than a B Loan)
      included in a Serviced Whole Loan shall be deposited directly into the
      Collection Account and applied solely to pay expenses relating to that
      Mortgage Loan and to Available Funds;

            (vii) Penalty Charges on the Mortgage Loans (other than any Mortgage
      Loan related to a Serviced Whole Loan) to the extent required to offset
      interest on Advances and Additional Trust Fund Expenses pursuant to
      Section 3.12(d);

            (viii) any amounts required to be deposited by the Servicer or the
      Special Servicer pursuant to Section 3.08(b) in connection with losses
      resulting from a deductible clause in a blanket or master force-placed
      policy in respect of the Mortgage Loans (other than any Mortgage Loan
      related to a Serviced Whole Loan);

            (ix) any other amounts required by the provisions of this Agreement
      (including without limitation any amounts to be transferred from the
      Serviced Whole Loan Collection Accounts pursuant to Section 3.06(c)(i)(B)
      and, with respect to the B Loans or any mezzanine indebtedness that may
      exist on a future date, all amounts received pursuant to the cure and
      purchase rights or reimbursement obligations set forth in the related
      Co-Lender Agreement or mezzanine intercreditor agreement, as applicable)
      to be deposited into the Collection Account by the Servicer or Special
      Servicer including any cure amounts paid by any Class GMB
      Certificateholder pursuant to Section 20(e) of the General Motors Building
      Agreement Among Noteholders and Section 3.32(f) hereof (other than funds
      returned by the Servicer or Special Servicer pursuant to Section 3.32(f));

            (x) any Servicer Prepayment Interest Shortfalls in respect of the
      Mortgage Loans (other than any Non-Serviced Mortgage Loan or any Mortgage
      Loan related to a Serviced Whole Loan) pursuant to Section 4.01(i); and

            (xi) any Loss of Value Payments, as set forth in Section 3.06(f).

            In the case of Excess Liquidation Proceeds, the Servicer shall make
appropriate ledger entries received with respect thereto, which the Servicer
shall hold for (i) the Trustee for the benefit of the Class or Classes of
Certificateholders and (ii) for the benefit of any Serviced Companion Loan
Noteholder entitled thereto. Any Excess Liquidation Proceeds shall be identified
separately from any other amounts held in the Collection Account (with amounts
attributable to each Class or Classes and any Serviced Companion Loan also
identified separately).

            The foregoing requirements for deposits in the Collection Account
shall be exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, payments in the nature of late payment charges
(subject to Section 3.12 hereof), Assumption Fees, loan modification fees, loan
service transaction fees, extension fees, demand fees, beneficiary statement
charges and similar fees need not be deposited in the Collection Account by the
Servicer and, to the extent permitted by applicable law, the Servicer or the
Special Servicer, as applicable in accordance with Section 3.12 hereof, shall be
entitled to retain any such charges and fees received with respect to the
Mortgage Loans as additional compensation. In the event that the Servicer
deposits in the Collection Account any amount not required to be deposited
therein, it may at any time withdraw such amount from the Collection Account,
any provision herein to the contrary notwithstanding.

            Upon receipt of any of the amounts described in clauses (i), (ii),
(v), (vi) and (vii) above with respect to any Specially Serviced Loan which is
not an REO Loan, the Special Servicer shall remit within one Business Day after
receipt such amounts to the Servicer for deposit into the Collection Account in
accordance with the second paragraph of this Section 3.05, unless the Special
Servicer determines, consistent with the Servicing Standard, that a particular
item should not be deposited because of a restrictive endorsement or other
appropriate reason. Any such amounts received by the Special Servicer with
respect to an REO Property (other than any REO Property related to the Serviced
Whole Loans) shall be deposited by the Special Servicer into the REO Account and
remitted to the Servicer for deposit into the Collection Account pursuant to
Section 3.17(b). With respect to any such amounts paid by check to the order of
the Special Servicer, the Special Servicer shall endorse without recourse or
warranty such check to the order of the Servicer and shall promptly deliver any
such check to the Servicer by overnight courier.

            (b) The Bond Administrator shall establish and maintain the
Lower-Tier Distribution Account in the name of the Trustee, in trust for the
benefit of the Certificateholders and the Trustee as the Holder of the
Lower-Tier Regular Interests. The Lower-Tier Distribution Account shall be
established and maintained as an Eligible Account or as a subaccount of an
Eligible Account.

            (c) The Bond Administrator shall establish and maintain the Grantor
Trust Distribution Account with respect to the Excess Interest, which shall be
an asset of the Grantor Trust and beneficially owned by the Holders of the Class
Q Certificates and shall not be an asset of the Lower-Tier REMIC. The Grantor
Trust Distribution Account shall be established and maintained as an Eligible
Account or as a subaccount of an Eligible Account. Following the distribution of
Excess Interest to the Class Q Certificateholders on the first Distribution Date
after which there are no longer any Mortgage Loans outstanding which pursuant to
their terms could pay Excess Interest, the Bond Administrator shall terminate
such sub-accounts.

            (d) With respect to each Distribution Date, the Servicer shall
deliver to the Bond Administrator on or before the Servicer Remittance Date the
funds then on deposit in the Collection Account after giving effect to
withdrawals of funds pursuant to Section 3.06 and deposits from the Serviced
Whole Loan Collection Accounts pursuant to Section 3.06. Upon receipt from the
Servicer of such amounts held in the Collection Account, the Bond Administrator
shall deposit in the Lower-Tier Distribution Account (i) the amount of Available
Funds to be distributed pursuant to Section 4.01 hereof on such Distribution
Date, (ii) the Withheld Amounts to be deposited into the Interest Reserve
Account pursuant to Section 3.05(f), (iii) the amount of Excess Liquidation
Proceeds allocable to any Mortgage Loan to be deposited into the Lower-Tier
Distribution Account (which the Bond Administrator shall then deposit in the
Excess Liquidation Proceeds Account) pursuant to Section 3.06, (iv) the amount
of the Class GMB Available Funds to be distributed pursuant to Section 4.01A
hereof on such Distribution Date and (v) the Trustee Fee (inclusive of the Bond
Administrator Fee which shall be retained by the Bond Administrator), and shall
deposit in the Grantor Trust Distribution Account the Excess Interest to be
distributed to the Class Q Certificateholders.

            (e) If any Loss of Value Payments are received in connection with a
Material Defect or Material Breach, as the case may be, pursuant to or as
contemplated by Section 2.03(d), the Special Servicer shall establish and
maintain one or more non-interest bearing accounts (collectively, the "Loss of
Value Reserve Fund") to be held in trust for the benefit of the
Certificateholders, for purposes of holding such Loss of Value Payments. Each
account that constitutes the Loss of Value Reserve Fund shall be an Eligible
Account or a sub-account of an Eligible Account. The Special Servicer shall,
upon receipt, deposit in the Loss of Value Reserve Fund all Loss of Value
Payments received by it. The Trustee and the Special Servicer shall account for
the Loss of Value Reserve Fund as an outside reserve fund within the meaning of
Treasury Regulations Section 1.860G-2(h) and not an asset of any REMIC.
Furthermore, for all federal tax purposes, the Trustee and the Special Servicer
shall (i) treat amounts paid out of the Loss of Value Reserve Fund through the
Collection Account to the Certificateholders as distributions by the REMICs and
(ii) treat any amounts paid out of the Loss of Value Reserve Fund through the
Collection Account to a Mortgage Loan Seller as distributions by the Trust Fund
to such Mortgage Loan Seller as beneficial owner of the Loss of Value Reserve
Fund. The applicable Mortgage Loan Seller will be the beneficial owner of the
Loss of Value Reserve Fund for all federal income tax purposes, and shall be
taxable on all income earned thereon.

            (f) The Bond Administrator shall establish and maintain the Interest
Reserve Account in the name of the Trustee, in trust for the benefit of the
Certificateholders and the Trustee as the Holder of the Lower-Tier Regular
Interests. The Interest Reserve Account shall be established and maintained as
an Eligible Account or as a subaccount of an Eligible Account.

            On each Servicer Remittance Date occurring in (i) January of each
calendar year that is not a leap year and (ii) February of each calendar year,
unless such Servicer Remittance Date is the final Servicer Remittance Date, the
Bond Administrator shall calculate the Withheld Amounts. On each such Servicer
Remittance Date, the Bond Administrator shall, with respect to each Mortgage
Loan that does not accrue interest on the basis of a 360-day year of twelve
30-day months, and also with respect to the General Motors Building Mortgage
Loan withdraw from the Lower-Tier Distribution Account and deposit in the
Interest Reserve Account an amount equal to the aggregate of the Withheld
Amounts calculated in accordance with the previous sentence. If the Bond
Administrator shall deposit in the Interest Reserve Account any amount not
required to be deposited therein, it may at any time withdraw such amount from
the Interest Reserve Account, any provision herein to the contrary
notwithstanding. On or prior to the Servicer Remittance Date in March of each
calendar year, the Bond Administrator shall transfer to the Lower-Tier
Distribution Account the aggregate of all Withheld Amounts on deposit in the
Interest Reserve Account.

            (g) The Bond Administrator shall establish and maintain the
Upper-Tier Distribution Account in the name of the Trustee, in trust for the
benefit of the Certificateholders. The Upper-Tier Distribution Account shall be
established and maintained as an Eligible Account or a subaccount of an Eligible
Account. Promptly on each Distribution Date, the Bond Administrator shall
withdraw from the Lower-Tier Distribution Account and deposit in the Upper-Tier
Distribution Account on or before such date the Pooled Lower-Tier Distribution
Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges
for such Distribution Date to be distributed in respect of the Pooled Lower-Tier
Regular Interests pursuant to Section 4.0l(a)(ii) and Section 4.0l(c) hereof on
such date and shall also withdraw from the Lower-Tier Distribution Account and
deposit in the Upper-Tier Distribution Account on or before such date the Class
GMB Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and
Yield Maintenance Charges for such Distribution Date to be distributed in
respect of the Class GMB Lower-Tier Regular Interests pursuant to Section
4.0lA(a)(ii) and Section 4.0lA(d) hereof on such date.

            (h) With respect to each Serviced Whole Loan, the Servicer shall
maintain, or cause to be maintained, a Serviced Whole Loan Collection Account in
which the Servicer shall deposit or cause to be deposited within one Business
Day following receipt the following payments and collections received or made by
or on behalf of it on such Serviced Whole Loan subsequent to the Cut-off Date:

            (i) all payments on account of principal on such Serviced Whole
      Loan, including the principal component of Unscheduled Payments;

            (ii) all payments on account of interest on such Serviced Whole Loan
      (net of the related Servicing Fees), including Prepayment Premiums,
      Default Interest, Yield Maintenance Charges and the interest component of
      all Unscheduled Payments;

            (iii) any amounts required to be deposited pursuant to Section
      3.07(b), in connection with net losses realized on Permitted Investments
      with respect to funds held in such Serviced Whole Loan Collection Account;

            (iv) all Net REO Proceeds withdrawn from the related REO Account in
      respect of such Serviced Whole Loan pursuant to Section 3.17(b);

            (v) any amounts received from Borrowers which represent recoveries
      of Property Protection Expenses and are allocable to such Serviced Whole
      Loan, to the extent not permitted to be retained by the Servicer as
      provided herein;

            (vi) all Insurance Proceeds and Liquidation Proceeds received in
      respect of such Serviced Whole Loan or any related REO Property, other
      than Excess Liquidation Proceeds and Liquidation Proceeds that are
      received in connection with a purchase of all the Mortgage Loans and any
      REO Properties in the Trust Fund and that are to be deposited in the
      Lower-Tier Distribution Account pursuant to Section 9.01, together with
      any amounts representing recoveries of Nonrecoverable Advances, including
      any recovery of Unliquidated Advances, in respect of such Serviced Whole
      Loan; provided further, however, that any Liquidation Proceeds related to
      a sale pursuant to Section 3.18 hereof or pursuant to the related
      Co-Lender Agreement of a Mortgage Loan (other than a B Loan) included in a
      Serviced Whole Loan shall be deposited directly into the Collection
      Account and applied solely to pay expenses relating to that Mortgage Loan
      and to Available Funds, any Liquidation Proceeds related to a sale
      pursuant to Section 3.18 hereof of a Companion Loan (other than a B Loan)
      included in a Serviced Whole Loan shall be deposited into the Serviced
      Whole Loan Collection Account and applied solely to pay expenses relating
      to that Companion Loan and to pay amounts due to the related Companion
      Noteholder, and any Liquidation Proceeds related to a sale pursuant to
      Section 3.18 hereof of the General Motors B Loan shall be deposited into
      the Serviced Whole Loan Collection Account and applied to pay expenses
      relating to the entire Serviced Whole Loan (to the extent permitted by the
      related Co-Lender Agreement) and then to Class GMB Available Funds;

            (vii) Penalty Charges on such Serviced Whole Loan to the extent
      required to offset interest on Advances and Additional Trust Fund Expenses
      pursuant to Section 3.12(d);

            (viii) any amounts required to be deposited by the Servicer or the
      Special Servicer pursuant to Section 3.08(b) in connection with losses
      resulting from a deductible clause in a blanket or master force-placed
      policy in respect of the Mortgage Loan included in such Serviced Whole
      Loan;

            (ix) any other amounts required by the provisions of this Agreement
      to be deposited into the applicable Serviced Whole Loan Collection Account
      by the Servicer or Special Servicer; and

            (x) any Servicer Prepayment Interest Shortfalls in respect of the
      Mortgage Loan included in such Serviced Whole Loan pursuant to Section
      4.01(i).

            The foregoing requirements for deposits into the applicable Serviced
Whole Loan Collection Account shall be exclusive, it being understood and agreed
that, without limiting the generality of the foregoing, payments in the nature
of late payment charges (subject to Section 3.12 hereof), Assumption Fees, loan
modification fees, loan service transaction fees, extension fees, demand fees,
beneficiary statement charges and similar fees need not be deposited into the
applicable Serviced Whole Loan Collection Account by the Servicer and, to the
extent permitted by applicable law, the Servicer or the Special Servicer, as
applicable in accordance with Section 3.12 hereof, shall be entitled to retain
any such charges and fees received with respect to the Serviced Whole Loans as
additional compensation. In the event that the Servicer deposits in the
applicable Serviced Whole Loan Collection Account any amount not required to be
deposited therein, it may at any time withdraw such amount from such Serviced
Whole Loan Collection Account, any provision herein to the contrary
notwithstanding.

            Each Serviced Whole Loan Collection Account shall be maintained as a
segregated account, separate and apart from any trust fund created for
mortgage-backed securities of other series and the other accounts of the
Servicer; provided, however, that such Serviced Whole Loan Collection Account
may be a sub-account of the Collection Account but shall, for purposes of this
Agreement, be treated as a separate account. Each Serviced Whole Loan Collection
Account shall be established and maintained as an Eligible Account or as a
subaccount of an Eligible Account.

            Upon receipt of any of the foregoing amounts described in clauses
(i), (ii), (v) and (vi) above with respect to each Serviced Whole Loan for so
long as it is a Specially Serviced Loan but is not an REO Loan, the Special
Servicer shall remit within one Business Day such amounts to the Servicer for
deposit into the applicable Serviced Whole Loan Collection Account in accordance
with the first paragraph of this Section 3.05(h), unless the Special Servicer
determines, consistent with the Servicing Standard, that a particular item
should not be deposited because of a restrictive endorsement or other
appropriate reason. Any such amounts received by the Special Servicer with
respect to an REO Property related to any Serviced Whole Loan shall initially be
deposited by the Special Servicer into the Serviced Whole Loan REO Account and
remitted to the Servicer for deposit into the applicable Serviced Whole Loan
Collection Account pursuant to Section 3.17(b). With respect to any such amounts
paid by check to the order of the Special Servicer, the Special Servicer shall
endorse without recourse or warranty such check to the order of the Servicer and
shall promptly deliver any such check to the Servicer by overnight courier.

            In making the foregoing deposits into the Serviced Whole Loan
Collection Account with respect to a Serviced Whole Loan that includes a
Serviced B Loan and the allocation of amounts received with respect to such
Whole Loan among the Mortgage Loan and any related pari passu loans, if any, on
the one hand, and the related Serviced B Loan, on the other hand, if the Special
Servicer, in connection with a workout of such Whole Loan, has modified the
terms thereof such that (i) the principal balance of the related Notes are
decreased, (ii) the Mortgage Rate or scheduled amortization payments are
reduced, (iii) payments of interest or principal on such Notes are waived,
reduced or deferred or (iv) any other adjustment is made to the economic terms
of such Whole Loan, all deposits to the Serviced Whole Loan Collection Account
with respect to such Whole Loan and allocations among the Mortgage Loan and any
related pari passu loans, if any, on the one hand, and the related Serviced B
Loan, on the other hand, pursuant to this Section 3.05(h) shall be made as
though such workout did not occur, with the payment terms of the Mortgage Loan
and any related pari passu loan, if any, remaining the same as they are on the
date hereof, and the related Serviced B Loan shall bear the effect of all
waivers, reductions or deferrals of amounts due on such Serviced Whole Loan and
the related Notes attributable to such workout (up to the amount of the amounts
distributable in respect of the related Serviced B Loan from amounts on deposit
in the related Serviced Whole Loan Collection Account) other than any waivers,
reductions or deferrals of any Prepayment Premiums, exit fees, extension fees,
Default Interest or other charges or fees payable by the Borrower resulting from
such modification.

            (i) Notwithstanding anything to the contrary contained herein with
respect to each Due Date and the Serviced Companion Loans, within one Business
Day of receipt from the Borrower, the Servicer shall remit, from amounts on
deposit in the applicable Serviced Whole Loan Collection Account in accordance
with Section 3.06(c)(i)(A), to the applicable Serviced Companion Loan Noteholder
by wire transfer in immediately available funds to the account of such Serviced
Companion Loan Noteholder or an agent therefor appearing on the Serviced
Companion Loan Noteholder Register on the related date such amounts as are
required to be remitted (or, if no such account so appears or information
relating thereto is not provided at least five (5) Business Days prior to the
date such amounts are required to be remitted, by check sent by first-class mail
to the address of such Serviced Companion Loan Noteholder or its agent appearing
on the Serviced Companion Loan Noteholder Register) the portion of the
applicable Serviced Whole Loan Remittance Amount allocable to such Serviced
Companion Loan Noteholder.

            (j) Prior to the Servicer Remittance Date relating to any Collection
Period in which Excess Liquidation Proceeds are received, the Bond Administrator
shall establish and maintain the Excess Liquidation Proceeds Account, which may
have one or more subaccounts, to be held in trust for the benefit of the
Certificateholders and, with respect to each Serviced Whole Loan, the related
Serviced Companion Loan Noteholders. Each account that constitutes an Excess
Liquidation Proceeds Account shall be an Eligible Account. On each Servicer
Remittance Date, the Servicer shall withdraw from the Collection Account or, if
allocable to any Serviced Whole Loan, from the applicable Serviced Whole Loan
Collection Account, and remit to the Bond Administrator (i) in the case of the
Mortgage Loans (other than the Serviced Whole Loans), for deposit in the
Lower-Tier Distribution Account (which the Bond Administrator shall then deposit
in the Excess Liquidation Proceeds Account) and (ii) in the case of the Serviced
Whole Loans, for deposit in the Excess Liquidation Proceeds Account, all Excess
Liquidation Proceeds received during the Collection Period ending on the
Determination Date immediately prior to such Servicer Remittance Date which are
allocable to a Mortgage Loan or the Serviced Whole Loans; provided that on the
Business Day prior to the final Distribution Date, the Bond Administrator shall
withdraw from the Excess Liquidation Proceeds Account and deposit in the
Lower-Tier Distribution Account (after allocation to any related Serviced
Companion Loan as provided in Section 4.01(e)), for distribution on such
Distribution Date, any and all amounts then on deposit in the Excess Liquidation
Proceeds Account attributable to the Mortgage Loans.

            (k) Funds in the Collection Account, the Serviced Whole Loan
Collection Accounts and the REO Account may be invested in Permitted Investments
in accordance with the provisions of Section 3.07. Funds held in the
Distribution Accounts, the Interest Reserve Account and the Excess Liquidation
Proceeds Account shall remain uninvested.

            The Servicer shall give written notice to the Depositor, the
Trustee, the Special Servicer and the Bond Administrator of the location and
account number of the Collection Account and the Serviced Whole Loan Collection
Accounts as of the Closing Date and shall notify the Depositor, the Special
Servicer, the Trustee and the Bond Administrator, as applicable, in writing
prior to any subsequent change thereof. In addition, the Servicer shall provide
notice to each affected holder of a Serviced Companion Loan of the location and
account number of the relevant Serviced Whole Loan Collection Account as well as
notice in writing prior to any subsequent change thereof. The Bond Administrator
shall give written notice to the Depositor, the Special Servicer, the Trustee
and the Servicer of the location and account number of the Interest Reserve
Account and the Distribution Accounts as of the Closing Date and shall notify
the Depositor, the Trustee, the Special Servicer and the Servicer, as
applicable, in writing prior to any subsequent change thereof.

            Section 3.06 Permitted Withdrawals from the Collection Account, the
Distribution Accounts and the Serviced Whole Loan Collection Accounts; Trust
Ledger.

            (a) [Reserved]

            (b) The Servicer shall maintain a separate Trust Ledger with respect
to the Mortgage Loans on which it shall make ledger entries as to amounts
deposited (or credited) or withdrawn (or debited) with respect thereto. On each
Servicer Remittance Date, with respect to each Mortgage Loan (other than any
Mortgage Loan related to a Serviced Whole Loan unless otherwise specified in
clauses (i), (ii), (v), (vi), (xi), (xii), (xiii) and (xiv), (xviii), (xix)
(xxi) of this Section 3.06(b)), the Servicer shall make withdrawals from amounts
allocated thereto in the Collection Account (and may debit the Trust Ledger) for
the following purposes (the order set forth below not constituting an order of
priority for such withdrawals):

            (i) on or before 1:00 p.m. (New York City time) on each Servicer
      Remittance Date, to remit to the Bond Administrator the amounts to be
      deposited into the Lower-Tier Distribution Account (including any amount
      transferred from the Serviced Whole Loan Collection Account in respect of
      each Mortgage Loan that is part of a Serviced Whole Loan) (including
      without limitation the aggregate of the Available Funds, Class GMB
      Available Funds, Prepayment Premiums, Yield Maintenance Charges and Excess
      Liquidation Proceeds) which the Bond Administrator shall then deposit into
      the Upper-Tier Distribution Account, the Interest Reserve Account and the
      Excess Liquidation Proceeds Account, pursuant to Sections 3.05(g), 3.05(f)
      and 3.05(j), respectively;

            (ii) to pay (A) itself, unpaid Servicing Fees (subject to Section
      3.12(a)); and the Special Servicer, unpaid Special Servicing Fees,
      Liquidation Fees and Workout Fees in respect of each Mortgage Loan,
      Specially Serviced Loan and REO Loan (exclusive of each Mortgage Loan or
      REO Loan included in the Serviced Whole Loans), as applicable, the
      Servicer's or Special Servicer's, as applicable, rights to payment of
      Servicing Fees and Special Servicing Fees, Liquidation Fees and Workout
      Fees pursuant to this clause (ii)(A) with respect to any Mortgage Loan,
      Specially Serviced Loan or REO Loan (exclusive of each Mortgage Loan or
      REO Loan included in the Serviced Whole Loans), as applicable, being
      limited to amounts received on or in respect of such Mortgage Loan,
      Specially Serviced Loan or REO Loan, as applicable (whether in the form of
      payments, Liquidation Proceeds, Insurance Proceeds or Condemnation
      Proceeds), that are allocable as recovery of interest thereon, (B) each
      month to the Special Servicer any unpaid Special Servicing Fees,
      Liquidation Fees and Workout Fees in respect of each Specially Serviced
      Loan or REO Loan, as applicable, remaining unpaid out of general
      collections on the Mortgage Loans, Specially Serviced Loans and REO
      Properties, but in the case of each Serviced Whole Loan, only to the
      extent that amounts on deposit in the applicable Serviced Whole Loan
      Collection Account are insufficient therefor and (C) each month to the
      related Other Special Servicer the Trust's pro rata portion (based on the
      related Mortgage Loan's Stated Principal Balance) of any unpaid special
      servicing fees, liquidation fees and workout fees in respect of each
      Non-Serviced Whole Loan remaining unpaid, out of general collections on
      the Mortgage Loans, Specially Serviced Loans and REO Properties;

            (iii) to reimburse itself or the Trustee, as applicable (in reverse
      of such order with respect to any Mortgage Loan), for unreimbursed P&I
      Advances (other than Nonrecoverable Advances, which are reimbursable
      pursuant to clause (v) below, and exclusive of the Mortgage Loans or REO
      Loans included in the Serviced Whole Loans), the Servicer's or the
      Trustee's right to reimbursement pursuant to this clause (iii) being
      limited to amounts received which represent Late Collections for the
      applicable Mortgage Loan (exclusive of the Mortgage Loan or REO Loan
      included in the Serviced Whole Loans) during the applicable period;
      provided, however, that if such P&I Advance becomes a Workout-Delayed
      Reimbursement Amount, then such P&I Advance shall thereafter be reimbursed
      from the portion of general collections and recoveries on or in respect of
      all of the Mortgage Loans and REO Properties on deposit in the Collection
      Account from time to time that represent collections or recoveries of
      principal to the extent provided in clause (v) below;

            (iv) to reimburse itself and the Special Servicer or the Trustee, as
      applicable (in reverse of such order with respect to any Mortgage Loan or
      REO Property) (exclusive of the Mortgage Loans or REO Loans included in
      the Serviced Whole Loans or any REO Property securing any Serviced Whole
      Loan), for unreimbursed Property Advances, the Servicer's, the Special
      Servicer's or the Trustee's respective rights to receive payment pursuant
      to this clause (iv) with respect to any Mortgage Loan or REO Property
      being limited to, as applicable, payments received from the related
      Borrower which represent reimbursements of such Property Advances,
      Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds and REO
      Proceeds with respect to the applicable Mortgage Loan or REO Property;
      provided, however, that if such Property Advance becomes a Workout-Delayed
      Reimbursement Amount, then such Property Advance shall thereafter be
      reimbursed from the portion of general collections and recoveries on or in
      respect of the Mortgage Loans and REO Properties on deposit in the
      Collection Account from time to time that represent collections or
      recoveries of principal to the extent provided in clause (v) below;

            (v) (A)(1) to reimburse itself and the Special Servicer or the
      Trustee, as applicable (in reverse of such order with respect to any
      Mortgage Loan or REO Property), (x) with respect to Nonrecoverable
      Advances, first, out of Liquidation Proceeds, Insurance Proceeds,
      Condemnation Proceeds and REO Proceeds received on the related Mortgage
      Loan and related REO Properties, second, out of the principal portion of
      general collections on the Mortgage Loans and REO Properties, and then, to
      the extent the principal portion of general collections is insufficient
      and with respect to such deficiency only, subject to any election at its
      sole discretion to defer reimbursement thereof pursuant to Section
      3.06(b), out of other collections on the Mortgage Loans and REO Properties
      and (y) with respect to the Workout-Delayed Reimbursement Amounts, out of
      the principal portion of the general collections on the Mortgage Loans and
      REO Properties, net of such amounts being reimbursed pursuant to the
      preceding clause (x) above, but in the case of either clause (x) or (y)
      above with respect to each Serviced Whole Loan, only to the extent that
      amounts on deposit in the applicable Serviced Whole Loan Collection
      Account are insufficient therefor after taking into account any allocation
      set forth in the related Co-Lender Agreement and (2) to pay itself or the
      Special Servicer out of general collections on the Mortgage Loans and REO
      Properties, with respect to any Mortgage Loan or REO Property any related
      earned Servicing Fee, Special Servicing Fee, Liquidation Fee or Workout
      Fee, as applicable, that remained unpaid in accordance with clause (ii)
      above following a Final Recovery Determination made with respect to such
      Mortgage Loan or REO Property and the deposit into the Collection Account
      of all amounts received in connection therewith, but in the case of each
      Serviced Whole Loan, only to the extent that amounts on deposit in the
      applicable Serviced Whole Loan Collection Account are insufficient
      therefor and (B) to reimburse the Other Servicer, the Other Special
      Servicer and the Other Trustee, as applicable, out of general collections
      on the Mortgage Loans and REO Properties for the Trust's pro rata portion
      (based on the related Mortgage Loan's Stated Principal Balance) of
      nonrecoverable servicing advances previously made with respect to the
      related Non-Serviced Whole Loan;

            (vi) (A) at such time as it reimburses itself and the Special
      Servicer or the Trustee, as applicable (in reverse of such order with
      respect to any Mortgage Loan or REO Property), for (1) any unreimbursed
      P&I Advance (including any such P&I Advance that constitutes a
      Workout-Delayed Reimbursement Amount) made with respect to a Mortgage Loan
      pursuant to clause (iii) above, to pay itself or the Trustee, as
      applicable, any Advance Interest Amounts accrued and payable thereon, (2)
      any unreimbursed Property Advances (including any such Advance that
      constitutes a Workout-Delayed Reimbursement Amount) made with respect to a
      Mortgage Loan or REO Property pursuant to clause (iv) above, to pay
      itself, the Special Servicer or the Trustee, as the case may be, any
      Advance Interest Amounts accrued and payable thereon or (3) any
      Nonrecoverable P&I Advances made with respect to a Mortgage Loan or REO
      Property and any Nonrecoverable Property Advances made with respect to a
      Mortgage Loan or REO Property pursuant to clause (v) above, to pay itself,
      the Special Servicer or the Trustee, as the case may be, any Advance
      Interest Amounts accrued and payable thereon, in each case first from
      Penalty Charges as provided in Section 3.12(d), but in the case of a
      Serviced Whole Loan only to the extent that such Nonrecoverable Advance
      has been reimbursed and only to the extent that amounts on deposit in the
      applicable Serviced Whole Loan Collection Account are insufficient
      therefor after taking into account any allocation set forth in the related
      Co-Lender Agreement and (B) at such time as it reimburses the Other
      Servicer, the Other Special Servicer and the Other Trustee, as applicable,
      for any nonrecoverable servicing advances made with respect to the related
      Non-Serviced Whole Loans or the related REO Property pursuant to clause
      (v) above, to pay the Other Servicer, the Other Special Servicer and the
      Other Trustee, as applicable, any interest accrued and payable thereon;

            (vii) to reimburse itself, the Special Servicer, the Trustee or the
      Bond Administrator, as the case may be, for any unreimbursed expenses
      reasonably incurred by such Person in respect of any Breach or Defect
      giving rise to a repurchase obligation of the applicable Mortgage Loan
      Seller under Section 6 of the applicable Mortgage Loan Purchase Agreement,
      including, without limitation, any expenses arising out of the enforcement
      of the repurchase obligation, each such Person's right to reimbursement
      pursuant to this clause (vii) with respect to any Mortgage Loan (exclusive
      of any Mortgage Loan included in the Serviced Whole Loans) being limited
      to that portion of the Repurchase Price paid for such Mortgage Loan that
      represents such expense in accordance with clause (e) of the definition of
      Repurchase Price;

            (viii) to pay itself all Prepayment Interest Excesses on the
      Mortgage Pool (exclusive of any Mortgage Loan or the REO Loan included in
      the Serviced Whole Loans) not required to be used pursuant to Section
      3.19(c);

            (ix) (A) to pay itself, as additional servicing compensation in
      accordance with Section 3.12(a), (1) interest and investment income earned
      in respect of amounts relating to the Trust Fund held in the Collection
      Account as provided in Section 3.07(b) (but only to the extent of the net
      investment earnings with respect to the Collection Account for any period
      from any Distribution Date to the immediately succeeding Servicer
      Remittance Date) and (2) Penalty Charges on the Mortgage Loans (other than
      Specially Serviced Loans) (exclusive of any Mortgage Loan or REO Loan
      included in the Serviced Whole Loans), (but only to the extent collected
      from the related Borrower and to the extent that all amounts then due and
      payable with respect to the related Mortgage Loan have been paid and are
      not needed to pay interest on Advances in accordance with Section 3.12
      and/or Additional Trust Fund Expenses); and (B) to pay the Special
      Servicer, as additional servicing compensation in accordance with Section
      3.12(c), Penalty Charges on Specially Serviced Loans (exclusive of any
      Mortgage Loan or the REO Loan included in the Serviced Whole Loans) (but
      only to the extent collected from the related Borrower and to the extent
      that all amounts then due and payable with respect to the related
      Specially Serviced Loan have been paid and are not needed to pay interest
      on Advances, all in accordance with Section 3.12);

            (x) [Reserved];

            (xi) to pay itself, the Special Servicer, the Depositor or any of
      their respective directors, officers, members, managers, employees and
      agents, as the case may be, any amounts payable to any such Person
      pursuant to Section 6.03(a), and in the case of a Serviced Whole Loan only
      to the extent that such amounts on deposit in the applicable Serviced
      Whole Loan Collection Account are insufficient therefor after taking into
      account any allocation set forth in the related Co-Lender Agreement);

            (xii) to pay for the cost of the Opinions of Counsel contemplated by
      Sections 3.10(e), 3.10(f), 3.17(a), 3.17(b) and 10.07 (and in the case of
      a Serviced Whole Loan only to the extent that such amounts on deposit in
      the applicable Serviced Whole Loan Collection Account are insufficient
      therefor after taking into account any allocation set forth in the related
      Co-Lender Agreement but exclusive of amounts relating solely to the
      FedEx-Bellingham B Loan);

            (xiii) to pay out of general collections on the Mortgage Loans and
      REO Properties any and all federal, state and local taxes imposed on the
      Upper-Tier REMIC, the Lower-Tier REMIC, or any of their assets or
      transactions, together with all incidental costs and expenses, to the
      extent that none of the Servicer, the Special Servicer, the Trustee or the
      Bond Administrator is liable therefor pursuant to this Agreement, except
      to the extent such amounts relate solely to the Serviced Whole Loans, in
      which case, such amounts will be reimbursed first from the applicable
      Serviced Whole Loan Collection Account(s) in accordance with Section
      3.06(c) and then out of general collections on the Mortgage Loans;

            (xiv) to reimburse the Trustee or the Bond Administrator out of
      general collections on the Mortgage Loans and REO Properties for expenses
      incurred by and reimbursable to it by the Trust Fund, except to the extent
      such amounts relate solely to a Serviced Whole Loan, in which case, such
      amounts will be reimbursed first, from the applicable Serviced Whole Loan
      Collection Account(s) in accordance with Section 3.06(c) and then, out of
      general collections on the Mortgage Loans;

            (xv) to pay any Person permitted to purchase a Mortgage Loan under
      Section 3.18 with respect to each Mortgage Loan (exclusive of any Mortgage
      Loan included in the Serviced Whole Loans), if any, previously purchased
      by such Person pursuant to this Agreement, all amounts received thereon
      subsequent to the date of purchase relating to periods after the date of
      purchase;

            (xvi) [Reserved];

            (xvii) [Reserved]

            (xviii) to pay to the Servicer, the Special Servicer, the Trustee,
      the Bond Administrator or the Depositor, as the case may be, any amount
      specifically required to be paid to such Person at the expense of the
      Trust Fund under any provision of this Agreement to which reference is not
      made in any other clause of this Section 3.06(b) (and in the case of a
      Serviced Whole Loan only to the extent that such amounts on deposit in the
      applicable Serviced Whole Loan Collection Account are insufficient
      therefor after taking into account any allocation set forth in the related
      Co-Lender Agreement), it being acknowledged that this clause (xviii) shall
      not be construed to modify any limitation or requirement otherwise set
      forth in this Agreement as to the time at which any Person is entitled to
      payment or reimbursement of any amount or as to the funds from which any
      such payment or reimbursement is permitted to be made;

            (xix) to withdraw from the Collection Account any sums deposited
      therein in error and pay such sums to the Persons entitled thereto
      (including any amounts relating to a Mortgage Loan that is part of a
      Serviced Whole Loan);

            (xx) [Reserved];

            (xxi) to pay from time to time to the Servicer in accordance with
      Section 3.07(b) any interest or investment income earned on funds
      deposited in the Collection Account;

            (xxii) to reimburse itself (if it is not the affected Mortgage Loan
      Seller), the Special Servicer, the Bond Administrator or the Trustee, as
      the case may be, for any unreimbursed expenses reasonably incurred by such
      Person in respect of any Breach or Defect giving rise to a repurchase
      obligation on the part of a Mortgage Loan Seller, including, without
      limitation, any expenses arising out of the enforcement of the repurchase
      obligation, together with interest thereon at the Advance Rate, each such
      Person's right to reimbursement pursuant to this clause (xxii) with
      respect to such Mortgage Loan being limited to that portion of the
      Repurchase Price paid for such Mortgage Loan that represents such expense
      in accordance with the definition of Repurchase Price;

            (xxiii) to transfer Excess Liquidation Proceeds allocable to
      Mortgage Loans to the Lower-Tier Distribution Account for deposit by the
      Bond Administrator into the Excess Liquidation Proceeds Account in
      accordance with Section 3.05(j);

            (xxiv) to pay itself, the Special Servicer or any Mortgage Loan
      Seller, as the case may be, with respect to each Mortgage Loan, if any,
      previously purchased or substituted (i.e., replaced) by such Person
      pursuant to or as contemplated by this Agreement, all amounts received on
      such Mortgage Loan subsequent to the date of purchase or substitution,
      and, in the case of a substitution, with respect to the related Qualifying
      Substitute Mortgage Loan(s), all Monthly Payments due thereon during or
      prior to the month of substitution, in accordance with the third paragraph
      of Section 2.03(f); and

            (xxv) to clear and terminate the Collection Account at the
      termination of this Agreement pursuant to Section 9.01.

            The Servicer shall pay to the Special Servicer from the Collection
Account amounts permitted to be paid to it therefrom promptly upon receipt of a
certificate of a Servicing Officer of the Special Servicer describing the item
and amount to which the Special Servicer is entitled. The Servicer may rely
conclusively on any such certificate and shall have no duty to re-calculate the
amounts stated therein. The Special Servicer shall keep and maintain separate
accounting for each Specially Serviced Loan and REO Loan and the related
Serviced Companion Loan, on a loan-by-loan and property-by-property basis, for
the purpose of justifying any request for withdrawal from the Collection
Account.

            The Servicer shall keep and maintain separate accounting records, on
a Mortgage Loan by Mortgage Loan basis, reflecting amounts allocable to each
Mortgage Loan, and on a property-by-property basis when appropriate, for the
purpose of justifying any withdrawal, debit or credit from the Collection
Account or the Trust Ledger.

            The Servicer shall pay to the Trustee, the Bond Administrator or the
Special Servicer from the Collection Account amounts permitted to be paid to the
Trustee, the Bond Administrator or the Special Servicer therefrom, promptly upon
receipt of a certificate of a Responsible Officer of the Trustee or the Bond
Administrator or a certificate of a Servicing Officer, as applicable, describing
the item and amount to which such Person is entitled. The Servicer may rely
conclusively on any such certificate and shall have no duty to recalculate the
amounts stated therein.

            The Trustee, the Bond Administrator, the Special Servicer, the
Servicer and the Non-Serviced Mortgage Loan Service Providers (to the extent
specified in Section 10.12) shall in all cases have a right prior to the
Certificateholders to any funds on deposit in the Collection Account from time
to time for the reimbursement or payment of the Servicing Compensation
(including investment income), Trustee Fees, Special Servicing Compensation,
Advances, Advance Interest Amounts, their respective indemnification payments
(if any) pursuant to Section 6.03, Section 8.05 or Section 10.12, their
respective expenses hereunder to the extent such fees and expenses are to be
reimbursed or paid from amounts on deposit in the Collection Account pursuant to
this Agreement. In addition, the Trustee, the Bond Administrator, the Special
Servicer and the Servicer shall in all cases have a right prior to the
Certificateholders to any funds on deposit in the Collection Account from time
to time for the reimbursement or payment of any federal, state or local taxes
imposed on the Upper-Tier REMIC or the Lower-Tier REMIC.

            Upon the determination that a previously made Advance is a
Nonrecoverable Advance, to the extent that the reimbursement thereof would
exceed the full amount of the principal portion of general collections on the
Mortgage Loans (or with respect to Property Advances, the Serviced Whole Loans)
deposited in the Collection Account (or the applicable Serviced Whole Loan
Collection Account) as applicable, and available for distribution on the next
Distribution Date, the Servicer, the Special Servicer or the Trustee, each at
its own option and in its sole discretion, as applicable, instead of obtaining
reimbursement for the remaining amount of such Nonrecoverable Advance pursuant
to Section 3.06(b) or Section 3.06(c) immediately, may elect to refrain from
obtaining such reimbursement for such portion of the Nonrecoverable Advance
during the Collection Period ending on the then-current Determination Date for
successive one-month periods for a total period not to exceed 12 months
(provided, however, that any deferment over six months will require the consent
of the Controlling Class Representative). If the Servicer (or the Special
Servicer or the Trustee) makes such an election at its sole option and in its
sole discretion to defer reimbursement with respect to all or a portion of a
Nonrecoverable Advance (together with interest thereon), then such
Nonrecoverable Advance (together with interest thereon) or portion thereof shall
continue to be fully reimbursable in the subsequent Collection Period (subject,
again, to the same sole discretion to elect to defer; it is acknowledged that,
in such a subsequent period, such Nonrecoverable Advance shall again be payable
first from principal collections as described above prior to payment from other
collections). In connection with a potential election by the Servicer (or the
Special Servicer or the Trustee) to refrain from the reimbursement of a
particular Nonrecoverable Advance or portion thereof during the one-month
Collection Period ending on the related Determination Date for any Distribution
Date, the Servicer (or the Special Servicer or the Trustee) shall further be
authorized to wait for principal collections on the Mortgage Loans and Serviced
Companion Loans to be received before making its determination of whether to
refrain from the reimbursement of a particular Nonrecoverable Advance or portion
thereof) until the end of such Collection Period; provided, however, if, at any
time the Servicer, the Special Servicer or the Trustee, as applicable, elects
not to refrain from obtaining such reimbursement or otherwise determines that
the reimbursement of a Nonrecoverable Advance during a Collection Period will
exceed the full amount of the principal portion of general collections deposited
in the Collection Accounts or, with respect to a Serviced Whole Loan, the full
amount of the principal portion deposited in the Serviced Whole Loan Collection
Account, as applicable, for such Distribution Date, then the Servicer, the
Special Servicer or the Trustee, as applicable, shall use its reasonable efforts
to give the Rating Agencies 15 days' notice of such determination, unless
extraordinary circumstances make such notice impractical.

            The foregoing shall not, however, be construed to limit any
liability that may otherwise be imposed on such Person for any failure by such
Person to comply with the conditions to making such an election under this
Section 3.06(b) or to comply with the terms of this Section 3.06(b) and the
other provisions of this Agreement that apply once such an election, if any, has
been made. If the Servicer, the Special Servicer or the Trustee, as applicable,
determines, in its sole discretion, that its ability to fully recover the
Nonrecoverable Advances has been compromised, then the Servicer, the Special
Servicer or the Trustee, as applicable, shall be entitled to immediate
reimbursement of Nonrecoverable Advances with interest thereon at the Advance
Rate from all amounts in the Collection Account for such Distribution Date. Any
such election by any such party to refrain from reimbursing itself or obtaining
reimbursement for any Nonrecoverable Advance or portion thereof with respect to
any one or more Collection Periods shall not limit the accrual of interest at
the Advance Rate on such Nonrecoverable Advance for the period prior to the
actual reimbursement of such Nonrecoverable Advance. The Servicer's, the Special
Servicer's or the Trustee's, as applicable, agreement to defer reimbursement of
such Nonrecoverable Advances as set forth above is an accommodation to the
Certificateholders and, as applicable, the Serviced Companion Loan Noteholders
and shall not be construed as an obligation on the part of the Servicer, the
Special Servicer or the Trustee, as applicable, or a right of the
Certificateholders or the Serviced Companion Loan Noteholders. Nothing herein
shall be deemed to create in the Certificateholders and the Serviced Companion
Loan Noteholders a right to prior payment of distributions over the Servicer's,
the Special Servicer's or the Trustee's, as applicable, right to reimbursement
for Advances (deferred or otherwise). In all events, the decision to defer
reimbursement or to seek immediate reimbursement of Nonrecoverable Advances
shall be deemed to be in accordance with the Servicing Standard and none of the
Servicer, the Special Servicer, the Trustee or the other parties to this
Agreement shall have any liability to one another or to any of the
Certificateholders or any of the Serviced Companion Loan Noteholders for any
such election that such party makes as contemplated by this Section 3.06(b) or
for any losses, damages or other adverse economic or other effects that may
arise from such an election.

            None of the Servicer, the Special Servicer or the Trustee shall be
permitted to reverse any other Person's determination that an Advance is a
Nonrecoverable Advance.

            If the Servicer, the Special Servicer or the Trustee, as applicable,
is reimbursed out of general collections for any unreimbursed Advances that are
determined to be Nonrecoverable Advances (together with any interest accrued and
payable thereon), then (for purposes of calculating distributions on the
Certificates) such reimbursement and payment of interest shall be deemed to have
been made: first, out of the Principal Distribution Amount, which, but for its
application to reimburse a Nonrecoverable Advance and/or to pay interest
thereon, would be included in Available Funds for any subsequent Distribution
Date, and second, out of other amounts which, but for their application to
reimburse a Nonrecoverable Advance and/or to pay interest thereon, would be
included in Available Funds for any subsequent Distribution Date.

            If and to the extent that any payment is deemed to be applied as
contemplated in the paragraph above to reimburse a Nonrecoverable Advance or to
pay interest thereon, then the Principal Distribution Amount for such
Distribution Date shall be reduced, to not less than zero, by the amount of such
reimbursement. If and to the extent (i) any Advance is determined to be a
Nonrecoverable Advance, (ii) such Advance and/or interest thereon is reimbursed
out of the Principal Distribution Amount as contemplated above and (iii) the
particular item for which such Advance was originally made is subsequently
collected out of payments or other collections in respect of the related
Mortgage Loan, then the Principal Distribution Amount for the Distribution Date
that corresponds to the Collection Period in which such item was recovered shall
be increased by an amount equal to the lesser of (A) the amount of such item and
(B) any previous reduction in the Principal Distribution Amount for a prior
Distribution Date as contemplated in the paragraph above resulting from the
reimbursement of the subject Advance and/or the payment of interest thereon.

            To the extent a Nonrecoverable Advance with respect to a Mortgage
Loan is required to be reimbursed from the principal portion of the general
collections on the Mortgage Loans, such reimbursement shall be made first, from
the principal collections available on the Mortgage Loans included in the same
Loan Group as such Mortgage Loan and if the principal collections in such Loan
Group are not sufficient to make such reimbursement in full, then from the
principal collections available in the other Loan Group (after giving effect to
any reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
Amounts related to such other Loan Group). To the extent the Principal
Distribution Amount for a Distribution Date is increased due to subsequent
recovery of an Advance previously determined to be Nonrecoverable, such increase
shall be allocated first to the principal collections in the Loan Group with
respect to which the Mortgage Loan as to which the related Nonrecoverable
Advance was made does not belong, and then to the Loan Group with respect to
which the Mortgage Loan as to which the related Nonrecoverable Advance was made
does belong. To the extent a P&I Advance in respect of the General Motors
Building B Loan is determined to be a Nonrecoverable Advance and is required to
be reimbursed from the principal portion or interest portion of general
collections on the Mortgage Loans as described above, such reimbursement will be
made first, from the applicable collections in Loan Group 1 and, if the
applicable collections in Loan Group 1 are not sufficient to make such
reimbursement in full, then from the applicable collections in Loan Group 2
(after giving effect to any reimbursements of Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts that are related to Loan Group 2).

            To the extent a Workout-Delayed Reimbursement Amount with respect to
a Mortgage Loan is required to be reimbursed from the principal portion of the
general collections on the Mortgage Loans, such reimbursement shall be made
first, from the principal collections available on the Mortgage Loans included
in the same Loan Group as such Mortgage Loan and, if the principal collections
in such Loan Group are not sufficient to make such reimbursement in full, then
from the principal collections available in the other Loan Group (after giving
effect to any reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts related to such other Loan Group). To the extent the
Principal Distribution Amount for a Distribution Date is increased as set forth
in preceding paragraph, such increase shall be allocated first to the principal
collections in the Loan Group with respect to which the Mortgage Loan as to
which the related Workout-Delayed Reimbursement Amount was reimbursed does not
belong, and then to the Loan Group with respect to which the Mortgage Loan as to
which the related Workout-Delayed Reimbursement Amount was reimbursed does
belong.

            (c) The Servicer may (and, with respect to clause (i), shall), from
time to time, make withdrawals from the Serviced Whole Loan Collection Accounts,
for any of the following purposes (the order set forth below not constituting an
order of priority for such withdrawals):

            (i) to make remittances each month as and when required in an
      aggregate amount of immediately available funds equal to the allocable
      portion of the applicable Serviced Whole Loan Remittance Amount to (A) the
      related Serviced Companion Loan Noteholders in accordance with Section
      3.05(i) and (B) the Collection Account for the benefit of the Trust in
      accordance with Section 4.06(b), in each case in accordance with the
      related Co-Lender Agreement (provided that Liquidation Proceeds relating
      to the repurchase of any Serviced Companion Loan by the related seller
      thereof shall be remitted solely to the holder of such Serviced Companion
      Loan, as the case may be, and Liquidation Proceeds relating to the
      repurchase of a Mortgage Loan related to a Serviced Whole Loan by the
      related Mortgage Loan Seller shall be remitted solely to the Collection
      Account; provided, however, that any Liquidation Proceeds related to a
      sale pursuant to Section 3.18 hereof or pursuant to the related Co-Lender
      Agreement of a Mortgage Loan (other than a B Loan) included in a Serviced
      Whole Loan shall be deposited directly into the Collection Account and
      applied solely to pay expenses relating to that Mortgage Loan and to
      Available Funds, any Liquidation Proceeds related to a sale pursuant to
      Section 3.18 hereof of a Companion Loan (other than a B Loan) included in
      a Serviced Whole Loan shall be deposited into the Serviced Whole Loan
      Collection Account and applied solely to pay expenses relating to that
      Companion Loan and to pay amounts due to the related Companion Noteholder,
      and any Liquidation Proceeds related to a sale pursuant to Section 3.18
      hereof of the General Motors B Loan shall be deposited into the Serviced
      Whole Loan Collection Account and applied to pay expenses relating to the
      entire Serviced Whole Loan (to the extent permitted by the related
      Co-Lender Agreement) and then to Class GMB Available Funds);

            (ii) (A) to pay itself unpaid Servicing Fees and the Special
      Servicer unpaid Special Servicing Fees, Liquidation Fees and Workout Fees
      in respect of such Serviced Whole Loan and related REO Loan, as
      applicable, the Servicer's or Special Servicer's, as applicable, rights to
      payment of Servicing Fees pursuant to this clause (ii)(A) with respect to
      such Serviced Whole Loan or related REO Loan, as applicable, being limited
      to amounts received on or in respect of such Serviced Whole Loan (whether
      in the form of payments, Liquidation Proceeds, Insurance Proceeds or
      Condemnation Proceeds), or such REO Loan (whether in the form of REO
      Proceeds, Liquidation Proceeds, Insurance Proceeds or Condemnation
      Proceeds), that are allocable as recovery of interest thereon and (B) each
      month to the Special Servicer any unpaid Special Servicing Fees,
      Liquidation Fees and Workout Fees in respect of such Serviced Whole Loan
      or REO Loan, as applicable, remaining unpaid out of general collections on
      such Serviced Whole Loan and related REO Property;

            (iii) to reimburse itself or the Trustee for unreimbursed P&I
      Advances with respect to the applicable Mortgage Loan and to reimburse the
      related Serviced Companion Loan Service Provider for unreimbursed
      principal and/or interest advances with respect to the applicable Serviced
      Companion Loan, the Servicer's, the Trustee's and the applicable Serviced
      Companion Loan Service Provider's right to reimbursement pursuant to this
      clause (iii) being limited to amounts received in the applicable Serviced
      Whole Loan Collection Account which represent Late Collections received in
      respect of such Mortgage Loan or Serviced Companion Loan, as applicable
      (as allocable thereto pursuant to the related Loan Documents and the
      related Co-Lender Agreement), during the applicable period; provided,
      however, that to the extent such amounts are insufficient to repay such
      P&I Advances on any Mortgage Loan or Companion Loan as to which there is a
      related Serviced B Loan, such P&I Advances may be reimbursed from
      collections on the related Serviced Whole Loan allocable to such B Loan;
      provided, further, however, that if such P&I Advance on the applicable
      Mortgage Loan becomes a Workout-Delayed Reimbursement Amount, then such
      P&I Advance shall thereafter be reimbursed from the portion of general
      collections and recoveries on or in respect of the Mortgage Loans and REO
      Properties on deposit in the Collection Account from time to time that
      represent collections or recoveries of principal to the extent provided in
      Section 3.06(b)(v) above;

            (iv) to reimburse itself, the Trustee or the Special Servicer, as
      applicable (in reverse of such order with respect to such Serviced Whole
      Loans or REO Property), for unreimbursed Property Advances with respect to
      such Serviced Whole Loans or related REO Property, the Servicer's, the
      Trustee's or the Special Servicer's respective rights to receive payment
      pursuant to this clause (iv) being limited to, as applicable, related
      payments by the applicable Borrower with respect to such Property Advance,
      Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds and REO
      Proceeds with respect to such Serviced Whole Loan; provided, however, that
      if such Property Advance becomes a Workout-Delayed Reimbursement Amount,
      then such Property Advance shall thereafter be reimbursed from the portion
      of general collections and recoveries on or in respect of the Mortgage
      Loans and REO Properties on deposit in the Collection Account from time to
      time that represent collections or recoveries of principal to the extent
      provided in clause (v) below, provided that the Servicer shall collect the
      Workout-Delayed Reimbursement Amount first, from collections on, and
      proceeds of the applicable Serviced B Loan, if any, and second, to the
      extent such Workout-Delayed Reimbursement Amount remains unreimbursed,
      from the related Mortgage Loan and the related Serviced Pari Passu
      Companion Loan Noteholders their pro rata share (based on Stated Principal
      Balance) of such Workout-Delayed Reimbursement Amount;

            (v) (A) to reimburse itself, the Special Servicer, the Trustee (in
      reverse of such order with respect to such Serviced Whole Loan or related
      REO Property), as applicable (x) with respect to Nonrecoverable Advances,
      first, out of Liquidation Proceeds, Insurance Proceeds, Condemnation
      Proceeds and REO Proceeds received on the related Serviced Whole Loan and
      related REO Properties, and second, out of general collections in the
      Collection Account as provided in clause 3.06(b) and (y) with respect to
      the Workout Delayed Reimbursement Amounts, first, out of the principal
      portion of the general collections on the Serviced Whole Loan and REO
      Properties, net of such amounts being reimbursed pursuant to the subclause
      first in the preceding clause (x) above and second out of general
      collections in the Collection Account as provided in clause 3.06(b);
      provided that in the case of both clause (x) and clause (y) of this clause
      (v), such reimbursements shall be made first, from collections on, and
      proceeds of the applicable Serviced B Loan, if any, and then from
      collections on, and proceeds of on a pro rata basis as between the
      Mortgage Loan and any related Serviced Pari Passu Companion Loans (based
      on the Mortgage Loan's or other related Serviced Companion Loan's Stated
      Principal Balance) or (B) to pay itself or the Special Servicer out of
      general collections on such Serviced Whole Loan and related REO
      Properties, with respect to any Mortgage Loan or Mortgage Loans or REO
      Property any related earned Servicing Fee, Special Servicing Fee,
      Liquidation Fee or Workout Fee, as applicable, that remained unpaid in
      accordance with clause (ii) above following a Final Recovery Determination
      made with respect to such Serviced Whole Loan or related REO Property and
      the deposit into the applicable Serviced Whole Loan Collection Account of
      all amounts received in connection therewith, such party's rights to
      reimbursement pursuant to this clause (v) with respect to any such
      Nonrecoverable Advance that is a P&I Advance, Servicing Fees, Special
      Servicing Fees, Liquidation Fees or Workout Fees, as applicable, being
      limited (except to the extent set forth in Section 3.06(b)) to amounts on
      deposit in the applicable Serviced Whole Loan Collection Account that were
      received in respect of the particular Mortgage Loan (as allocable thereto
      pursuant to the related Loan Documents and the related Co-Lender
      Agreement) in the related Serviced Whole Loan as to which such
      Nonrecoverable Advance, Servicing Fees, Special Servicing Fees,
      Liquidation Fees or Workout Fees, as applicable (provided, however, that
      to the extent such amounts are insufficient to repay such Advances on any
      Mortgage Loan as to which there is a related Serviced B Loan, such P&I
      Advances may be reimbursed from collections on the related Serviced Whole
      Loan allocable to such B Loan);

            (vi) at such time as it reimburses itself, the Special Servicer pro
      rata, the Trustee, as applicable, first, from Penalty Charges pursuant to
      Section 3.12(d), then, from collections on, and proceeds of the applicable
      Serviced B Loan, if any, and then, from collections on, and proceeds of on
      a pro rata basis as between the Mortgage Loan and any related other
      Serviced Pari Passu Companion Loans (based on the Mortgage Loan's or other
      related Serviced Companion Loan's Stated Principal Balance), for (A) any
      unreimbursed P&I Advance with respect to the applicable Mortgage Loan
      (including any such Advance that constitutes a Workout-Delayed
      Reimbursement Amount) or any unreimbursed principal and/or interest
      advance with respect to the related Serviced Companion Loan pursuant to
      clause (iii) above, to pay itself, the Trustee or such Serviced Companion
      Loan Service Provider, as applicable, any Advance Interest Amounts accrued
      and payable thereon, (B) any unreimbursed Property Advances (including any
      such Advance that constitutes a Workout-Delayed Reimbursement Amount)
      pursuant to clause (iv) above, to pay itself, the Special Servicer or the
      Trustee, as the case may be, any Advance Interest Amounts accrued and
      payable thereon or (C) any Nonrecoverable Advances pursuant to clause (v)
      above, to pay itself, the Special Servicer, the Trustee or any Serviced
      Companion Loan Service Provider, as the case may be, any Advance Interest
      Amounts accrued and payable thereon, such party's rights to reimbursement
      pursuant to this clause (vi) with respect to any such interest on P&I
      Advances being limited to amounts on deposit in the applicable Serviced
      Whole Loan Collection Account that were received in respect of the
      particular Mortgage Loan (as allocable thereto pursuant to the related
      Loan Documents and the related Co-Lender Agreement) in the related
      Serviced Whole Loan as to which such advance relates (provided, however,
      that any Mortgage Loan as to which there is a related Serviced B Loan,
      such interest on P&I Advances may be reimbursed from collections on the
      related Serviced Whole Loan allocable to such B Loan);

            (vii) to reimburse itself, the Special Servicer or the Trustee, as
      the case may be, or any Serviced Companion Loan Service Provider, as
      applicable, for any unreimbursed expenses reasonably incurred by such
      Person in respect of any Breach or Defect with respect to the Mortgage
      Loan or "breach" or "defect" with respect to a Serviced Companion Loan
      under the related Serviced Companion Loan Securitization Agreement
      included in such Serviced Whole Loan giving rise to a repurchase
      obligation of the applicable Mortgage Loan Seller under Section 6 of the
      applicable Mortgage Loan Purchase Agreement or, with respect to a Serviced
      Companion Loan, under the related mortgage loan purchase agreement,
      including, without limitation, any expenses arising out of the enforcement
      of the repurchase obligation, each such Person's right to reimbursement
      pursuant to this clause (vii) with respect to such Serviced Whole Loan
      being limited to that portion of the Repurchase Price paid for the related
      Mortgage Loan or Serviced Companion Loan that represents such expense in
      accordance with clause (e) of the definition of Repurchase Price (or, with
      respect to a Serviced Companion Loan, a comparable expense);

            (viii) to pay itself all Prepayment Interest Excesses on any related
      Mortgage Loan included in the Serviced Whole Loans not required to be used
      pursuant to Section 3.19(c);

            (ix) (A) to pay itself, as additional servicing compensation in
      accordance with Section 3.12(a), (1) interest and investment income earned
      in respect of amounts relating to such Serviced Whole Loan held in the
      applicable Serviced Whole Loan Collection Account as provided in Section
      3.07(b) (but only to the extent of the net investment earnings with
      respect to such Serviced Whole Loan Collection Account for any period from
      any Distribution Date to the immediately succeeding Servicer Remittance
      Date) and (2) the pro rata portion of any Penalty Charges, as allocated in
      the related Co-Lender Agreement, on the related Mortgage Loan (other than
      Specially Serviced Loans) and to pay to any Serviced Companion Loan
      Service Provider, allocable to the related Serviced Companion Loan but
      only to the extent collected from the related Borrower and to the extent
      that all amounts then due and payable with respect to the Serviced Whole
      Loans have been paid and are not needed to pay interest on Advances and/or
      Additional Trust Fund Expenses in accordance with Section 3.12 and the
      related Co-Lender Agreement; and (B) to pay the Special Servicer, as
      additional servicing compensation in accordance with the second paragraph
      of Section 3.12, the pro rata portion of any Penalty Charges, as allocated
      in the related Co-Lender Agreement, on the related Mortgage Loan, and to
      pay to any Serviced Companion Loan Service Provider the pro rata portion
      of any Penalty Charges allocable to the related Serviced Companion Loan,
      as allocated in the related Co-Lender Agreement, during the period it is a
      Specially Serviced Loan (but only to the extent collected from the related
      Borrower and to the extent that all amounts then due and payable with
      respect to the related Specially Serviced Loan have been paid and are not
      needed to pay interest on Advances in accordance with Section 3.12 and/or
      Additional Trust Fund Expenses and in accordance with the related
      Co-Lender Agreement);

            (x) to recoup any amounts deposited in such Serviced Whole Loan
      Collection Account in error;

            (xi) to pay itself, the Special Servicer, the Depositor or any of
      their respective directors, officers, members, managers, employees and
      agents, as the case may be, any amounts payable to any such Person
      pursuant to Sections 6.03(a) or 6.03(b), to the extent that such amounts
      relate to such Serviced Whole Loans;

            (xii) to pay for the cost of the Opinions of Counsel contemplated by
      Sections 3.10(e), 3.10(f), 3.17(a), 3.17(b) and 10.07 to the extent
      payable out of the Trust Fund as they relate to such Serviced Whole Loans;

            (xiii) to pay out of general collections on such Serviced Whole
      Loans and related REO Property any and all federal, state and local taxes
      imposed on the Upper-Tier REMIC, the Lower-Tier REMIC, or any of their
      assets or transactions, together with all incidental costs and expenses,
      in each case to the extent that none of the Servicer, the Special
      Servicer, the Trustee or the Bond Administrator is liable therefor
      pursuant to this Agreement and only to the extent that such amounts relate
      to the related Mortgage Loan or to the Serviced Companion Loans (but only
      to the extent that any Serviced Companion Loan is included in a REMIC);

            (xiv) to reimburse the Trustee and the Bond Administrator out of
      general collections on such Serviced Whole Loans and REO Properties for
      expenses incurred by and reimbursable to it by the Trust Fund related to
      such Serviced Whole Loan;

            (xv) to pay any Person permitted to purchase a Mortgage Loan under
      Section 3.18 with respect to the Mortgage Loan included in such Serviced
      Whole Loan, if any, previously purchased by such Person pursuant to this
      Agreement, all amounts received thereon subsequent to the date of purchase
      relating to periods after the date of purchase;

            (xvi) to deposit in the Interest Reserve Account the amounts with
      respect to the Mortgage Loan included in such Serviced Whole Loan required
      to be deposited in the Interest Reserve Account pursuant to Section
      3.05(f);

            (xvii) to pay to the Servicer, the Special Servicer, the Trustee,
      the Bond Administrator or the Depositor, as the case may be, to the extent
      that such amounts relate to the Mortgage Loan included in such Serviced
      Whole Loan, any amount specifically required to be paid to such Person at
      the expense of the Trust Fund under any provision of this Agreement to
      which reference is not made in any other clause of this Section 3.06(c),
      it being acknowledged that this clause (xvii) shall not be construed to
      modify any limitation or requirement otherwise set forth in this Agreement
      as to the time at which any Person is entitled to payment or reimbursement
      of any amount or as to the funds from which any such payment or
      reimbursement is permitted to be made; and

            (xviii) to clear and terminate such Serviced Whole Loan Collection
      Account at the termination of this Agreement pursuant to Section 9.01.

            The Servicer shall keep and maintain separate accounting records, on
a loan by loan and property-by-property basis when appropriate, for the purpose
of justifying any withdrawal from any Serviced Whole Loan Collection Account.
All withdrawals with respect to any Serviced Whole Loan shall be made first from
the applicable Serviced Whole Loan Collection Account and then, from the
Collection Account to the extent permitted by Section 3.06(b).

            The Servicer shall pay to the Special Servicer from the Serviced
Whole Loan Collection Accounts amounts permitted to be paid to it therefrom
promptly upon receipt of a certificate of a Servicing Officer of such Special
Servicer describing the item and amount to which the Special Servicer is
entitled. The Servicer may rely conclusively on any such certificate and shall
have no duty to re-calculate the amounts stated therein. The Special Servicer
shall keep and maintain separate accounting for each Specially Serviced Loan
included in the Serviced Whole Loans and related REO Loan, on a loan-by-loan and
property-by-property basis, for the purpose of justifying any request for
withdrawal from any Serviced Whole Loan Collection Account.

            Any permitted withdrawals under this Section 3.06(c) with respect to
reimbursement for advances or other amounts payable to a Serviced Companion Loan
Trustee shall, if applicable, also be deemed to be a permitted withdrawal for
similar amounts owed to the fiscal agent of the Serviced Companion Loan Trustee,
if any.

            Notwithstanding anything to the contrary contained herein, with
respect to each Serviced Companion Loan, the Servicer shall withdraw from the
related Serviced Whole Loan Collection Account and remit to the related Serviced
Companion Loan Noteholders, within one Business Day of receipt thereof, any
amounts that represent Late Collections or Principal Prepayments on such
Serviced Companion Loan or any successor REO Loan with respect thereto, that are
received by the Servicer subsequent to 5:00 p.m. (New York City time) on the
related Due Date therefor (exclusive of any portion of such amount payable or
reimbursable to any third party in accordance with the related Co-Lender
Agreement or this Agreement), unless such amount would otherwise be included in
the monthly remittance to the holder of such Serviced Companion Loan for such
month.

            In the event that the Servicer fails, as of 5:00 p.m. (New York City
time) on any Servicer Remittance Date or any other date a remittance is required
to be made, to remit to the Bond Administrator (in respect of the related
Mortgage Loan) or the Serviced Companion Loan Noteholders (in respect of any
related Serviced Companion Loan) any amounts required to be so remitted
hereunder by such date (including any P&I Advance pursuant to Section 4.07 and
any Excess Liquidation Proceeds allocable to the Serviced Companion Loans
pursuant to Section 4.01(e)), the Servicer shall pay to the Bond Administrator
(in respect of the Mortgage Loan) or the Serviced Companion Loan Noteholders (in
respect of the Serviced Companion Loan), for the account of the Bond
Administrator (in respect of the Mortgage Loan) or the Serviced Companion Loan
Noteholders (in respect of the Serviced Companion Loans), interest, calculated
at the Prime Rate, on such amount(s) not timely remitted, from the time such
payment was required to be made (without regard to any grace period) until (but
not including) the date such late payment is received by the Bond Administrator
or the Serviced Companion Loan Noteholders, as applicable.

            (d) On each Servicer Remittance Date, all income and gain realized
from investment of funds to which the Servicer or the Special Servicer is
entitled pursuant to Section 3.07(b) shall be subject to withdrawal by the
Servicer or the Special Servicer, as applicable.

            (e) With respect to the Serviced Whole Loans, if amounts required to
pay the expenses allocable to any related Serviced Companion Loan exceed amounts
on deposit in the Serviced Whole Loan Collection Account and the Servicer, the
Special Servicer, the Bond Administrator or the Trustee, as applicable, shall
have sought reimbursement from the Trust Fund with respect to such expenses
allocable to such Serviced Companion Loan, as applicable, the Servicer shall
seek (on behalf of the Trust Fund, subject to the related Co-Lender Agreement)
payment or reimbursement from the holder of the related Serviced B Loan, if any,
and then for the pro rata portion of such expenses allocable to the Serviced
Pari Passu Companion Loan from the related Serviced Companion Loan Noteholder
or, if such Serviced Companion Loan has been deposited into a securitization,
out of general collections in the collection account established pursuant to the
related Serviced Companion Loan Securitization Agreement.

            (f) If any Loss of Value Payments are deposited into the Loss of
Value Reserve Fund with respect to any Mortgage Loan or any related REO
Property, then the Special Servicer shall, promptly when needed, transfer such
Loss of Value Payments (up to the remaining portion thereof) from the Loss of
Value Reserve Fund to the Servicer for deposit into the Collection Account for
the following purposes:

            (i) to reimburse the Servicer, the Special Servicer or the Trustee,
      in accordance with Section 3.06(b), for any Nonrecoverable Advance made by
      such party with respect to such Mortgage Loan or any related REO Property
      (together with interest thereon);

            (ii) to pay, in accordance with Section 3.06(b), or to reimburse the
      Trust for the prior payment of, any expense relating to such Mortgage Loan
      or any related REO Property that constitutes or, if not paid out of such
      Loss of Value Payments, would constitute an Additional Trust Fund Expense;

            (iii) to offset any Realized Loss (as calculated without regard to
      the application of such Loss of Value Payments) incurred with respect to
      such Mortgage Loan or any related successor REO Loan;

            (iv) following the occurrence of a liquidation event with respect to
      such Mortgage Loan or any related REO Property and any related transfers
      from the Loss of Value Reserve Fund with respect to the items contemplated
      by the immediately preceding clauses (i)-(iii) as to such Mortgage Loan,
      to cover the items contemplated by the immediately preceding clauses
      (i)-(iii) in respect of any other Mortgage Loan or REO Loan; and

            (v) On the final Distribution Date after all distributions have been
      made as set forth in clause (i) through (iv) above, to each Mortgage Loan
      Seller, its pro rata share, based on the amount that it contributed, net
      of any amount contributed by such Mortgage Loan Seller that was used
      pursuant to clauses (i)-(iii) to offset any Realized Losses, Additional
      Trust Fund Expenses or any Nonrecoverable Advances incurred with respect
      to the Mortgage Loan related to such contribution.

            Any Loss of Value Payments transferred to the Collection Account
pursuant to clauses (i)-(iii) of the prior paragraph shall, except for purposes
of Sections 3.12(c) and (d), be deemed to constitute Liquidation Proceeds
received by the Trust in respect of the related Mortgage Loan or any successor
REO Loan with respect thereto for which such Loss of Value Payments were
received; and any Loss of Value Payments transferred to the Collection Account
pursuant to clause (iv) of the prior paragraph shall, except for purposes of
Sections 3.12(c) and (d), be deemed to constitute Liquidation Proceeds received
by the Trust in respect of the Mortgage Loan or REO Loan for which such Loss of
Value Payments are being transferred to the Collection Account to cover an item
contemplated by clauses (i)-(iv) of the prior paragraph.

            Section 3.07 Investment of Funds in the Collection Account, the
Serviced Whole Loan Collection Accounts, REO Account, the Lock-Box Accounts, the
Cash Collateral Accounts and the Reserve Accounts. (a) The Servicer (or with
respect to any REO Account, the Special Servicer) may direct any depository
institution maintaining the Collection Account, any Serviced Whole Loan
Collection Account, any Borrower Accounts (as defined below and subject to the
second succeeding sentence) and any REO Account (each, for purposes of this
Section 3.07, an "Investment Account"), to invest the funds in such Investment
Account in one or more Permitted Investments that bear interest or are sold at a
discount, and that mature, unless payable on demand, no later than the Business
Day preceding the date on which such funds are required to be withdrawn from
such Investment Account pursuant to this Agreement. Any investment of funds on
deposit in an Investment Account by the Servicer or the Special Servicer shall
be documented in writing and shall provide evidence that such investment is a
Permitted Investment which matures at or prior to the time required hereby or is
payable on demand. In the case of any Escrow Account, Lock-Box Account, Cash
Collateral Account or Reserve Account (the "Borrower Accounts"), the Servicer
shall act upon the written request of the related Borrower or Manager to the
extent the Servicer is required to do so under the terms of the respective Loan
Documents, provided that in the absence of appropriate written instructions from
the related Borrower or Manager meeting the requirements of this Section 3.07,
the Servicer shall have no obligation to, but will be entitled to, direct the
investment of funds in such accounts in Permitted Investments. All such
Permitted Investments shall be held to maturity, unless payable on demand. Any
investment of funds in an Investment Account shall be made in the name of the
Trustee (in its capacity as such) or in the name of a nominee of the Trustee.
The Trustee shall have sole control (except with respect to investment direction
which shall be in the control of the Servicer or the Special Servicer, with
respect to any REO Accounts, as an independent contractor to the Trust Fund)
over each such investment and any certificate or other instrument evidencing any
such investment shall be delivered directly to the Trustee or its agent (which
shall initially be the Servicer), together with any document of transfer, if
any, necessary to transfer title to such investment to the Trustee or its
nominee. The Trustee shall have no responsibility or liability with respect to
the investment directions of the Servicer, the Special Servicer, any Borrower or
Manager or any losses resulting therefrom, whether from Permitted Investments or
otherwise. The Servicer shall have no responsibility or liability with respect
to the investment directions of the Special Servicer, any Borrower or Manager or
any losses resulting therefrom, whether from Permitted Investments or otherwise.
In the event amounts on deposit in an Investment Account are at any time
invested in a Permitted Investment payable on demand, the Servicer (or the
Special Servicer) shall:

            (x) consistent with any notice required to be given thereunder,
      demand that payment thereon be made on the last day such Permitted
      Investment may otherwise mature hereunder in an amount equal to the lesser
      of (1) all amounts then payable thereunder and (2) the amount required to
      be withdrawn on such date; and

            (y) demand payment of all amounts due thereunder promptly upon
      determination by the Servicer (or the Special Servicer) that such
      Permitted Investment would not constitute a Permitted Investment in
      respect of funds thereafter on deposit in the related Investment Account.

            (b) All income and gain realized from investment of funds deposited
in any Investment Account shall be for the benefit of the Servicer (except with
respect to the investment of funds deposited in (i) any Borrower Account, which
shall be for the benefit of the related Borrower to the extent required under
the Mortgage Loan or applicable law or (ii) any REO Account, which shall be for
the benefit of the Special Servicer) and, if held in the Collection Account, any
Serviced Whole Loan Collection Account or REO Account shall be subject to
withdrawal by the Servicer or the Special Servicer, as applicable, in accordance
with Section 3.06 or Section 3.17(b), as applicable. The Servicer, or with
respect to any REO Account, the Special Servicer, shall deposit from its own
funds into the Collection Account, the applicable Serviced Whole Loan Collection
Account or any REO Account, as applicable, the amount of any loss incurred in
respect of any such Permitted Investment immediately upon realization of such
loss; provided, however, that the Servicer or Special Servicer, as applicable,
may reduce the amount of such payment to the extent it forgoes any investment
income in such Investment Account otherwise payable to it. The Servicer shall
also deposit from its own funds in any Borrower Account immediately upon
realization of such loss the amount of any loss incurred in respect of Permitted
Investments, except to the extent that amounts are invested at the direction of
or for the benefit of the Borrower under the terms of the Mortgage Loan,
Serviced Whole Loans or applicable law.

            (c) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment, the Trustee may, and upon the request of Holders of Certificates
entitled to a majority of the Voting Rights allocated to any Class shall, take
such action as may be appropriate to enforce such payment or performance,
including the institution and prosecution of appropriate proceedings. In the
event the Trustee takes any such action, (i) the Servicer, if such Permitted
Investment was for the benefit of the Servicer, or (ii) the Special Servicer, if
such Permitted Investment was for the benefit of the Special Servicer, shall pay
or reimburse the Trustee for all reasonable out-of-pocket expenses,
disbursements and advances incurred or made by the Trustee in connection
therewith.

            Section 3.08 Maintenance of Insurance Policies and Errors and
Omissions and Fidelity Coverage. (a) In the case of each Mortgage Loan or
Serviced Whole Loan, as applicable (but excluding any REO Loan and the
Non-Serviced Mortgage Loans), the Servicer shall use reasonable efforts
consistent with the Servicing Standard to cause the related Borrower to maintain
(including identifying the extent to which such Borrower is maintaining
insurance coverage and, if such Borrower does not so maintain, the Servicer will
itself cause to be maintained with Qualified Insurers) for the related Mortgaged
Property (x) except where the Loan Documents permit a Borrower to rely on
self-insurance provided by a tenant, a fire and casualty extended coverage
insurance policy, which does not provide for reduction due to depreciation, in
an amount that is at least equal to the lesser of (i) the full replacement cost
of improvements securing such Mortgage Loan or Serviced Whole Loan, as
applicable, or (ii) the Stated Principal Balance of such Mortgage Loan or
Serviced Whole Loan, as applicable, but, in any event, in an amount sufficient
to avoid the application of any co-insurance clause and (y) all other insurance
coverage (including, but not limited to, coverage for acts of terrorism) as is
required, subject to applicable law, under the related Loan Documents; provided,
however, that:

            (i) the Servicer shall not be required to maintain any earthquake or
      environmental insurance policy on any Mortgaged Property unless (x) such
      insurance policy was in effect at the time of the origination of the
      related Mortgage Loan or Serviced Whole Loan, as applicable, or (y) was
      required by the related Loan Documents and is available at commercially
      reasonable rates (and if the Servicer does not cause the Borrower to
      maintain or itself maintain such earthquake or environmental insurance
      policy on any Mortgaged Property, the Special Servicer shall have the
      right, but not the duty, to obtain (in accordance with the Servicing
      Standard), at the Trust's expense, earthquake or environmental insurance
      on any REO Property so long as such insurance is available at commercially
      reasonable rates), provided that the Servicer shall require the related
      Borrower to maintain such insurance in the amount, in the case of clause
      (x), maintained at origination, and in the case of clause (y), required by
      such Mortgage Loan or Serviced Whole Loan, in each case, to the extent
      such amounts are available at commercially reasonable rates;

            (ii) if and to the extent that any Mortgage Loan or Serviced Whole
      Loan grants the lender thereunder any discretion (by way of consent,
      approval or otherwise) as to the insurance provider from whom the related
      Borrower is to obtain the requisite insurance coverage, the Servicer shall
      (to the extent consistent with the Servicing Standard) require the related
      Borrower to obtain the requisite insurance coverage from Qualified
      Insurers;

            (iii) the Servicer shall have no obligation beyond using its
      reasonable efforts consistent with the Servicing Standard to cause any
      Borrower to maintain the insurance required to be maintained under the
      Loan Documents; provided, however, that this clause shall not limit the
      Servicer obligation to obtain and maintain a force-placed insurance
      policy, as provided herein;

            (iv) except as provided below, (including under clause (vii)) below,
      in no event shall the Servicer be required to cause the Borrower to
      maintain, or itself obtain, insurance coverage that the Servicer has
      determined is either (A) not available at any rate or (B) not available at
      commercially reasonable rates and the related hazards are not at the time
      commonly insured against for properties similar to the related Mortgaged
      Property and located in or around the region in which the related
      Mortgaged Property is located (in each case, as determined by the Servicer
      in accordance with the Servicing Standard, not less frequently than
      annually (but need not be made more frequently) at the approximate date on
      which the Servicer receives notice of the renewal, replacement or
      cancellation of coverage, and such Servicer will be entitled to rely on
      insurance consultants, retained at its own expense, in making such
      determination);

            (v) the reasonable efforts of the Servicer to cause a Borrower to
      maintain insurance shall be conducted in a manner that takes into account
      the insurance that would then be available to the Servicer on a
      force-placed basis;

            (vi) to the extent the Servicer itself is required to maintain
      insurance that the Borrower does not maintain, the Servicer will not be
      required to maintain insurance other than what is available to such
      Servicer on a force-placed basis at commercially reasonable rates, and
      only to the extent the Trustee as lender has an insurable interest
      thereon; and

            (vii) any explicit terrorism insurance requirements contained in the
      related Loan Documents shall be enforced by the Servicer in accordance
      with the Servicing Standard, unless the Special Servicer and the Directing
      Certificateholder have consented to a waiver (including a waiver to permit
      the Servicer to accept insurance that does not comply with specific
      requirements contained in the Loan Documents) in writing of that provision
      in accordance with the Servicing Standard;

provided, however, that any determination by the Servicer that a particular type
of insurance is not available at commercially reasonable rates shall be subject
to the approval of the Special Servicer and the Directing Certificateholder;
provided, further, that the Servicer will not be permitted to obtain insurance
on a force-placed basis with respect to terrorism insurance without the consent
of the Special Servicer and the Directing Certificateholder and provided,
further, that while an approval provided for under Section 3.08 is pending, the
Servicer will not be in default or liable for any loss.

            Notwithstanding the limitation set forth in clause (iv) above, the
Servicer must, prior to availing itself of any limitation described in that
clause with respect to any Mortgage Loan or Serviced Whole Loan, obtain the
approval or disapproval of the Special Servicer and the Directing
Certificateholder (and, in connection therewith, the Special Servicer will be
required to comply with any applicable provisions of Sections 3.26 and 3.30,
3.31 or 3.32, as applicable). The Servicer will be entitled to rely on the
determination of the Special Servicer made in connection with such approval or
disapproval. The Special Servicer shall decide with the consent of the Directing
Certificateholder whether to withhold or grant such approval in accordance with
the Servicing Standard. If any such approval has not been expressly denied
within 10 Business Days (or with respect to any Serviced Whole Loan, such period
of time as provided in Sections 3.31 or 3.32, if any) of the Special Servicer's
and the Directing Certificateholder's receipt from the Servicer of such
Servicer's determination and analysis and all information reasonably requested
by the Special Servicer or the Directing Certificateholder and reasonably
available to the Servicer in order to make an informed decision, such approval
shall be deemed to have been granted.

            The Servicer shall notify the Special Servicer, the Trustee and the
Directing Certificateholder if the Servicer determines in accordance with the
Servicing Standard that a Borrower has failed to maintain insurance required
under the Loan Documents and such failure materially and adversely affects the
interests of the Certificateholders or if the Borrower has notified the Servicer
in writing that the Borrower does not intend to maintain such insurance and the
Servicer has determined in accordance with the Servicing Standard that such
failure materially and adversely affects the interests of the
Certificateholders.

            Subject to Section 3.17(a), with respect to each REO Property (other
than the Non-Serviced Mortgage Loans and any related REO Property), the Special
Servicer shall use reasonable efforts, consistent with the Servicing Standard,
to maintain (subject to the right of the Special Servicer to direct the Servicer
to make a Property Advance for the costs associated with coverage that the
Special Servicer determines to maintain, in which case the Servicer shall make
such Property Advance) with Qualified Insurers, (a) a fire and casualty extended
coverage insurance policy, which does not provide for reduction due to
depreciation, in an amount that is at least equal to the lesser of the full
replacement value of the Mortgaged Property or the Stated Principal Balance of
the Mortgage Loan or the Serviced Whole Loan, as applicable (or such greater
amount of coverage required by the related Loan Documents (unless such amount is
not available or the Directing Certificateholder has consented to a lower
amount)), but, in any event, in an amount sufficient to avoid the application of
any co-insurance clause, (b) a comprehensive general liability insurance policy
with coverage comparable to that which would be required under prudent lending
requirements and in an amount not less than $1.0 million per occurrence, and (c)
to the extent consistent with the Servicing Standard, a business interruption or
rental loss insurance covering revenues or rents for a period of at least 12
months; provided, however, that the Special Servicer shall not be required in
any event to maintain or obtain (or direct the Servicer to maintain or obtain)
insurance coverage described in this paragraph beyond what is reasonably
available at a cost customarily acceptable and consistent with the Servicing
Standard. With respect to each Specially Serviced Mortgage Loan (other than an
REO Loan), the Special Servicer shall use commercially reasonable efforts to
cause the related Borrower to maintain the insurance set forth in clauses (a),
(b) and/or (c) of this paragraph, as applicable, provided that if such Borrower
fails to maintain such insurance, the Special Servicer will be required to
direct the Servicer to cause that coverage to be maintained under the Servicer's
force-placed insurance policy. In such case, the Servicer shall cause that
coverage to be maintained to the extent that the identified coverage is
available under the Servicer's existing force-placed policy.

            All such insurance policies maintained as described above shall
contain (if they insure against loss to property) a "standard" mortgagee clause,
with loss payable to the Servicer (on behalf of the Trustee on behalf of
Certificateholders and, with respect to a Serviced Whole Loan the related
Serviced Companion Loan Noteholders), or shall name the Trustee as the insured,
with loss payable to the Special Servicer on behalf of the Trustee (on behalf of
Certificateholders and, with respect to a Serviced Whole Loan the related
Serviced Companion Loan Noteholders) (in the case of insurance maintained in
respect of an REO Property). Any amounts collected by the Servicer or Special
Servicer under any such policies (other than amounts to be applied to the
restoration or repair of the related Mortgaged Property or REO Property or
amounts to be released to the related Borrower, in each case in accordance with
the Servicing Standard) shall be deposited in the Collection Account of the
Servicer (or, in the case of the Serviced Whole Loans, in the applicable
Serviced Whole Loan Collection Account), subject to withdrawal pursuant to
Section 3.06, in the case of amounts received in respect of a Mortgage Loan or
Serviced Whole Loan, or in the applicable REO Account of the Special Servicer,
subject to withdrawal pursuant to Section 3.17, in the case of amounts received
in respect of an REO Property. Any cost incurred by the Servicer or the Special
Servicer in maintaining any such insurance shall not, for purposes hereof,
including calculating monthly distributions to Certificateholders or Serviced
Companion Loan Noteholders, be added to the Stated Principal Balance of the
related Mortgage Loan or the Serviced Whole Loan, notwithstanding that the terms
of such Mortgage Loan or Serviced Whole Loan so permit; provided, however, that
this sentence shall not limit the rights of the Servicer on behalf of the Trust
Fund to enforce any obligations of the related Borrower under such Mortgage Loan
or Serviced Whole Loan. Any costs incurred by the Servicer in maintaining any
such insurance policies in respect of the Mortgage Loans (other than REO
Properties) (i) if the Borrower defaults on its obligation to do so, shall be
advanced by the Servicer as a Property Advance and will be charged to the
related Borrower and (ii) shall not, for purposes of calculating monthly
distributions to Certificateholders, be added to the Stated Principal Balance of
the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan
so permit. Any cost incurred by the Special Servicer in maintaining any such
Insurance Policies with respect to REO Properties shall be an expense of the
Trust Fund (and in the case of the Serviced Whole Loans, first, of the related
Serviced B Loan Noteholder, if any, up to the related B Loan's Stated Principal
Balance and second, to the extent such cost remains unpaid, the Mortgage Loan
and the other Serviced Pari Passu Companion Loan Noteholders, if any, on a pro
rata basis based on the Mortgage Loan's or Serviced Companion Loan's, as
applicable, Stated Principal Balance) payable out of the related REO Account (or
Serviced Whole Loan REO Account, as applicable) or, if the amount on deposit
therein is insufficient therefor, advanced by the Servicer as a Property
Advance.

            (b) If either (x) the Servicer or Special Servicer obtains and
maintains, or cause to be obtained and maintained, a blanket policy or master
force-placed policy insuring against hazard losses on all of the Mortgage Loans,
Serviced Whole Loans or REO Properties (other than the Non-Serviced Mortgage
Loans or related REO Properties), as applicable, as to which it is the Servicer
or Special Servicer, as the case may be, then, to the extent such policy (i) is
obtained from a Qualified Insurer, and (ii) provides protection equivalent to
the individual policies otherwise required or (y) the Special Servicer has
long-term unsecured debt obligations that are rated not lower than "A2" by
Moody's and "A" by S&P and "A" by Fitch and/or DBRS if any Companion Loan
Security is rated by Fitch and/or DBRS, as applicable, or, if not rated by Fitch
and/or DBRS, an equivalent rating such as those listed above by two
nationally-recognized statistical rating organizations, and the Special Servicer
self-insures for its obligation to maintain the individual policies otherwise
required, then the Servicer or the Special Servicer shall conclusively be deemed
to have satisfied its obligation to cause hazard insurance to be maintained on
the related Mortgaged Properties or REO Properties, as applicable. Such a
blanket or master force-placed policy may contain a deductible clause (not in
excess of a customary amount), in which case the Servicer or Special Servicer,
as the case may be, that maintains such policy shall, if there shall not have
been maintained on any Mortgaged Property or REO Property thereunder a hazard
insurance policy complying with the requirements of Section 3.08(a), and there
shall have been one or more losses that would have been covered by such an
individual policy, promptly deposit into the Collection Account (or, in the case
of a Serviced Whole Loan, in the related Serviced Whole Loan Collection
Account), from its own funds, the amount not otherwise payable under the blanket
or master force-placed policy in connection with such loss or losses because of
such deductible clause to the extent that any such deductible exceeds the
deductible limitation that pertained to the related Mortgage Loan or the related
Serviced Whole Loan, as applicable (or, in the absence of any such deductible
limitation, the deductible limitation for an individual policy which is
consistent with the Servicing Standard). Each of the Servicer and Special
Servicer shall prepare and present, on behalf of itself, the Trustee,
Certificateholders and, if applicable the Serviced Companion Loan Noteholders,
claims under any such blanket or master force-placed policy maintained by it in
a timely fashion in accordance with the terms of such policy. If the Servicer or
Special Servicer, as applicable, causes any Mortgaged Property or REO Property
to be covered by such "force-placed" insurance policy, the incremental costs of
such insurance applicable to such Mortgaged Property or REO Property (i.e.,
other than any minimum or standby premium payable for such policy whether or not
any Mortgaged Property or REO Property is covered thereby) shall be paid as a
Property Advance.

            (c) With respect to each Mortgage Loan (other than any Specially
Serviced Loan and any Non-Serviced Mortgage Loan) or Serviced Whole Loan, as
applicable, that is subject to an Environmental Insurance Policy, if the
Servicer has actual knowledge of any event giving rise to a claim under an
Environmental Insurance Policy, the Servicer shall notify the Special Servicer
to such effect and the Servicer shall take reasonable actions as are in
accordance with the Servicing Standard and the terms and conditions of such
Environmental Insurance Policy to make a claim thereunder and achieve the
payment of all amounts to which the Trust is entitled thereunder. With respect
to each Specially Serviced Loan and REO Property that is subject to an
Environmental Insurance Policy, if the Special Servicer has actual knowledge of
any event giving rise to a claim under an Environmental Insurance Policy, such
Special Servicer shall take reasonable actions as are in accordance with the
Servicing Standard and the terms and conditions of such Environmental Insurance
Policy to make a claim thereunder and achieve the payment of all amounts to
which the Trust, on behalf of the Certificateholders and, if applicable, the
Serviced Companion Loan Noteholders (giving due regard to the junior nature of
the related B Loan, if any), is entitled thereunder. Any legal fees or other
out-of-pocket costs incurred in accordance with the Servicing Standard in
connection with any claim under an Environmental Insurance Policy described
above (whether by the Servicer or Special Servicer) shall be paid by, and
reimbursable to, the Servicer as a Property Advance.

            (d) Each of the Servicer and Special Servicer shall at all times
during the term of this Agreement (or, in the case of the Special Servicer, at
all times during the term of this Agreement during which Specially Serviced
Loans and/or REO Properties as to which it is the Special Servicer exist as part
of the Trust Fund) keep in force with a Qualified Insurer, a fidelity bond in
such form and amount as are consistent with the Servicing Standard. The Servicer
or Special Servicer shall be deemed to have complied with the foregoing
provision if an Affiliate thereof has such fidelity bond coverage and, by the
terms of such fidelity bond, the coverage afforded thereunder extends to the
Servicer or Special Servicer, as the case may be. Such fidelity bond shall
provide that it may not be canceled without ten days' prior written notice to
the Trustee. So long as the long-term unsecured debt obligations of the Servicer
(or its corporate parent if such insurance is guaranteed by its parent) or the
Special Servicer, as applicable, are rated not lower than "A2" by Moody's and
"A" by S&P and "A" by Fitch and/or DBRS if any Companion Loan Security is rated
by Fitch and/or DBRS, as applicable, or, if not rated by Fitch and/or DBRS, an
equivalent rating such as those listed above by two nationally-recognized
statistical rating organizations, the Servicer or the Special Servicer, as
applicable, may self-insure with respect to the fidelity bond coverage required
as described above, in which case it shall not be required to maintain an
insurance policy with respect to such coverage.

            Each of the Servicer and Special Servicer shall at all times during
the term of this Agreement (or, in the case of the Special Servicer, at all
times during the term of this Agreement during which Specially Serviced Loans
and/or REO Properties exist as part of the Trust Fund) also keep in force with a
Qualified Insurer a policy or policies of insurance covering loss occasioned by
the errors and omissions of its officers and employees in connection with its
servicing obligations hereunder, which policy or policies shall be in such form
and amount as are consistent with the Servicing Standard. The Servicer or
Special Servicer shall be deemed to have complied with the foregoing provisions
if an Affiliate thereof has such insurance and, by the terms of such policy or
policies, the coverage afforded thereunder extends to the Servicer or Special
Servicer, as the case may be. Any such errors and omissions policy shall provide
that it may not be canceled without ten days' prior written notice to the
Trustee. So long as the long-term unsecured debt obligations of the Servicer (or
its corporate parent if such insurance is guaranteed by its parent) or the
Special Servicer, as applicable, are rated not lower than "A" by S&P, "A2" by
Moody's and "A" by Fitch and/or "BBB" by DBRS if any Companion Loan Security is
rated by Fitch and/or DBRS, as applicable, or, if not rated by Fitch and/or
DBRS, an equivalent rating such as those listed above by two
nationally-recognized statistical rating organizations, the Servicer or the
Special Servicer, as applicable, may self-insure with respect to the errors and
omissions coverage required as described above, in which case it shall not be
required to maintain an insurance policy with respect to such coverage.

            Section 3.09 Enforcement of Due-On-Sale Clauses; Assumption
Agreements; Defeasance Provisions. (a) If any Mortgage Loan (other than a
Non-Serviced Mortgage Loan) or Serviced Whole Loan contains a provision in the
nature of a "due-on-sale" clause (including, without limitation, sales or
transfers of Mortgaged Properties (in full or part) or the sale, transfer,
pledge or hypothecation of direct or indirect interests in the Borrower or its
owners), which by its terms:

            (i) provides that such Mortgage Loan or Serviced Whole Loan will (or
      may at the mortgagee's option) become due and payable upon the sale or
      other transfer of an interest in the related Mortgaged Property,

            (ii) provides that such Mortgage Loan or Serviced Whole Loan may not
      be assumed without the consent of the related mortgagee in connection with
      any such sale or other transfer, or

            (iii) provides that such Mortgage Loan or Serviced Whole Loan may be
      assumed or transferred without the consent of the mortgagee, provided
      certain conditions set forth in the Loan Documents are satisfied,

then, for so long as such Mortgage Loan is included in the Trust Fund, subject
to the rights of the Directing Certificateholder, the Servicer (with respect to
Performing Loans) or the Special Servicer (with respect to Specially Serviced
Loans), as applicable, on behalf of the Trust Fund shall not be required to
enforce any such due-on-sale clauses and in connection therewith shall not be
required to (x) accelerate payments thereon or (y) withhold its consent to such
an assumption if (1) such provision is not exercisable under applicable law or
the enforcement of such provision is reasonably likely to result in meritorious
legal action by the Borrower or (2) the Servicer or the Special Servicer, as
applicable, determines, in accordance with the Servicing Standard, that granting
such consent would be likely to result in a greater recovery, on a present value
basis (discounting at the related Mortgage Rate), than would enforcement of such
clause. If the Servicer or the Special Servicer, as applicable, determines that
(A) granting such consent would be likely to result in a greater recovery, (B)
such provision is not legally enforceable, or (C) that the conditions described
in clause (iii) above relating to the assumption or transfer of Mortgage Loan or
Serviced Whole Loan have been satisfied, the Servicer (with respect to
Performing Loans) or the Special Servicer (with respect to Specially Serviced
Loans), as applicable, is authorized to take or enter into an assumption
agreement from or with the Person to whom the related Mortgaged Property has
been or is about to be conveyed, and to release the original Borrower from
liability upon the Mortgage Loan and substitute the new Borrower as obligor
thereon, provided, that (a) the credit status of the prospective new Borrower is
in compliance with the Servicer's or Special Servicer's, as applicable, regular
commercial mortgage origination or Servicing Standard and criteria and the terms
of the related Mortgage and (b) the Servicer or, with respect to a Specially
Serviced Loan, the Special Servicer, has received written confirmation that such
assumption or substitution would not, in and of itself, cause a downgrade,
qualification or withdrawal of the then-current ratings assigned to the
Certificates or any Serviced Companion Loan Securities, if applicable, from (i)
S&P with respect to Mortgage Loans (other than the Non-Serviced Mortgage Loans)
that (A) represent more than 5% of the then-current aggregate Stated Principal
Balance of the Mortgage Loans (taking into account for the purposes of this
calculation, in the case of any such Mortgage Loan with respect to which the
related Borrower or its Affiliate is a Borrower with respect to one or more
other Mortgage Loans, such other Mortgage Loans), (B) have a Stated Principal
Balance that is more than $35,000,000 or (C) are among the ten largest Mortgage
Loans in the Trust Fund (based on Stated Principal Balance), or (ii) Moody's
with respect to any Mortgage Loan (together with any Mortgage Loans
cross-collateralized with such Mortgage Loan) that represents one of the ten
largest Mortgage Loans in the Trust Fund (based on Stated Principal Balance).
Notwithstanding the foregoing, with respect to each Serviced Pari Passu
Companion Loan, neither the Servicer nor the Special Servicer, as applicable,
shall waive any rights under a due-on-sale clause unless it first obtains a
written confirmation that such waiver would not cause the downgrade,
qualification or withdrawal of the then current rating assigned to any of any
class of related Serviced Companion Loan Securities from any Rating Agencies
rating such Serviced Companion Loan Securities. In connection with each such
assumption or substitution entered into by the Special Servicer, the Special
Servicer shall give prior notice thereof to the Servicer. The Servicer or the
Special Servicer, as applicable, shall notify the Trustee, the Bond
Administrator and the Directing Certificateholder that any such assumption or
substitution agreement has been completed by forwarding to the Custodian and the
Bond Administrator (with a copy to the Servicer, if applicable, and the
Directing Certificateholder) the original copy of such agreement, which copies
shall be added to the related Mortgage File and shall, for all purposes, be
considered a part of such Mortgage File to the same extent as all other
documents and instruments constituting a part thereof. To the extent not
precluded by the Mortgage Loan documents, the Servicer or the Special Servicer
shall not approve an assumption or substitution without requiring the related
Borrower to pay any fees owed to the Rating Agencies associated with the
approval of such assumption or substitution. However, in the event that the
related Borrower is required but fails to pay such fees, such fees shall be an
expense of the Trust Fund and, in the case of any Serviced Whole Loan, such
expense shall be allocated (i) first to the related Serviced B Loan (up to the
full Stated Principal Balance thereof), if any, and, then, (ii) on a pro rata
basis, to the holders of the Mortgage Loan and any related pari passu loan, if
any, based on each loan's Stated Principal Balance. The Special Servicer shall
have the right to consent to any assumption of a Mortgage Loan or Serviced Whole
Loan that is not a Specially Serviced Loan and to any determination by the
Servicer that in the case of a Mortgage Loan or Serviced Whole Loan described in
clause (a)(iii) above, that the conditions to transfer or assumption of such
Mortgage Loan or Serviced Whole Loan have been satisfied; provided that the
Special Servicer shall obtain the consent of the Directing Certificateholder to
any such assumption or substitution of a Mortgage Loan or Serviced Whole Loan,
to the extent described in Sections 3.30, 3.31 or 3.32 hereof, as applicable.

            (b) If any Mortgage Loan (other than a Non-Serviced Mortgage Loan)
or Serviced Whole Loan contains a provision in the nature of a
"due-on-encumbrance" clause (including, without limitation, any mezzanine
financing of the Borrower or the Mortgaged Property or any sale or transfer of
preferred equity in the Borrower or its owners), which by its terms:

            (i) provides that such Mortgage Loan or Serviced Whole Loan shall
      (or may at the mortgagee's option) become due and payable upon the
      creation of any lien or other encumbrance on the related Mortgaged
      Property,

            (ii) requires the consent of the related mortgagee to the creation
      of any such lien or other encumbrance on the related Mortgaged Property,
      or

            (iii) provides that such Mortgaged Property may be further
      encumbered without the consent of the mortgagee, provided certain
      conditions set forth in the Loan Documents are satisfied,

then the Servicer (with respect to Performing Loans) or Special Servicer (with
respect to Specially Serviced Loans), as applicable, on behalf of the Trust Fund
shall not be required to enforce such due-on-encumbrance clauses and in
connection therewith, will not be required to (i) accelerate the payments on the
related Mortgage Loan or Serviced Whole Loan or (ii) withhold its consent to
such lien or encumbrance, if the Servicer or the Special Servicer, as
applicable, (x) determines, in accordance with the Servicing Standard, that such
enforcement would not be in the best interests of the Trust Fund or the Holders
of the related Serviced Companion Loan, if applicable (giving due regard to the
junior nature of the related B Loan, if any), or that in the case of a Mortgage
Loan or Serviced Whole Loan described in clause (b)(iii) above that the
conditions to further encumbrance have been satisfied and (y) as to any Mortgage
Loan or Serviced Whole Loan, receives prior written confirmation from S&P and
Moody's that granting such consent would not, in and of itself, cause a
downgrade, qualification or withdrawal of any of the then-current ratings
assigned to the Certificates or Serviced Companion Loan Securities, if
applicable; provided, that in the case of S&P, such confirmation shall only be
required with respect to any Mortgage Loan that (1) represents 2% or more of the
Stated Principal Balance of all of the Mortgage Loans held by the Trust Fund (or
5% if the aggregate Stated Principal Balance of all of the Mortgage Loans held
by the Trust Fund is less than $100 million), (2) has a Stated Principal Balance
greater than $20 million, (3) is one of the ten largest Mortgage Loans based on
Stated Principal Balance, (4) has a loan-to-value ratio (which includes
additional debt of the related Borrower, if any) that is greater than or equal
to 85% or (5) has a Debt Service Coverage Ratio (which includes additional debt
of the related Borrower, if any) that is less than 1.20x or, in the case of
Moody's, such confirmation shall only be required with respect to any Mortgage
Loan which (together with any Mortgage Loans cross-collateralized with such
Mortgage Loans) represents one of the ten largest Mortgage Loans in the Trust
Fund (based on Stated Principal Balance). Notwithstanding the foregoing, with
respect to each Serviced Pari Passu Companion Loan, neither the Servicer nor the
Special Servicer, as applicable, shall waive any rights under a
due-on-encumbrance clause unless it first obtains a written confirmation that
such waiver would not cause the downgrade, qualification or withdrawal of the
then current rating assigned to any of any class of related Serviced Companion
Loan Securities from any Rating Agencies rating such Serviced Companion Loan
Securities. To the extent not precluded by the Mortgage Loan documents, the
Servicer (with respect to Performing Loans) or the Special Servicer (with
respect to Specially Serviced Loans) shall not approve an assumption or
substitution without requiring the related Borrower to pay any fees owed to the
Rating Agencies associated with the approval of such lien or encumbrance.
However, in the event that the related Borrower is required but fails to pay
such fees, such fees shall be an expense of the Trust Fund and, in the case of
any Serviced Whole Loan, such expense shall be allocated (i) first to the
related Serviced B Loan (up to the full Stated Principal Balance thereof), if
any, and, then, (ii) on a pro rata basis, to the holders of the Mortgage Loan
and any related pari passu loan, if any, based on each loan's Stated Principal
Balance. The Special Servicer shall have the right to consent to any waiver of a
due-on-encumbrance clause with respect to any Mortgage Loan or Serviced Whole
Loan that is not a Specially Serviced Loan and to any determination by the
Servicer that the conditions to further encumbrance of a Mortgage Loan or
Serviced Whole Loan described in clause (b)(iii) above have been satisfied;
provided that the Special Servicer shall obtain the consent of the Directing
Certificateholder to any such waiver of a due-on-encumbrance clause, to the
extent described in Sections 3.30, 3.31 or 3.32 hereof, as applicable.

            (c) If the Special Servicer, in accordance with the Servicing
Standard, (a) notifies the Servicer of its determination with respect to any
Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan
(which by its terms permits transfer, assumption or further encumbrance without
lender consent, provided certain conditions are satisfied) that the conditions
required under the related Loan Documents have not been satisfied or (b) the
Special Servicer or Directing Certificateholder objects in writing to the
Servicer's determination that such conditions have been satisfied, then the
Servicer shall not permit transfer, assumption or further encumbrance of such
Mortgage Loan or Serviced Whole Loan.

            (d) Nothing in this Section 3.09 shall constitute a waiver of the
Trustee's right, as the mortgagee of record, to receive notice of any assumption
of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property
or the creation of any lien or other encumbrance with respect to such Mortgaged
Property.

            (e) In connection with the taking of, or the failure to take, any
action pursuant to this Section 3.09, neither the Servicer nor the Special
Servicer shall agree to modify, waive or amend, and no assumption or
substitution agreement entered into pursuant to Section 3.09(a) shall contain
any terms that are different from, any term of any Mortgage Loan or Serviced
Whole Loan or the related Note, other than pursuant to Section 3.30, 3.31 or
3.32 hereof, as applicable.

            (f) With respect to any Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or Serviced Whole Loan which permits release of Mortgaged
Properties through defeasance and subject to Section 3.30(m):

            (i) If such Mortgage Loan or Serviced Whole Loan requires that the
      Servicer (on behalf of the Trustee) purchase the required government
      securities, then the Servicer shall purchase such obligations, at the
      related Borrower's expense, in accordance with the terms of such Mortgage
      Loan; provided, that the Servicer shall not accept the amounts paid by the
      related Borrower to effect defeasance until acceptable government
      securities have been identified.

            (ii) To the extent not inconsistent with such Mortgage Loan or
      Serviced Whole Loan, the Servicer shall require the related Borrower to
      provide an Opinion of Counsel (which shall be an expense of the related
      Borrower) to the effect that the Trustee has a first priority perfected
      security interest in the defeasance collateral (including the government
      securities) and the assignment of the defeasance collateral is valid and
      enforceable; such opinion, together with any other certificates or
      documents to be required in connection with such defeasance shall be in
      form and substance acceptable to each Rating Agency.

            (iii) To the extent not inconsistent with such Mortgage Loan or
      Serviced Whole Loan, the Servicer shall require a certificate at the
      related Borrower's expense from an Independent certified public accountant
      certifying to the effect that the government securities will provide cash
      flows sufficient to meet all payments of interest and principal (including
      payments at maturity) on such Mortgage Loan or Serviced Whole Loan in
      compliance with the requirements of the terms of the related Loan
      Documents.

            (iv) Prior to permitting the release of any Mortgaged Properties
      and, if applicable, assumption of the Mortgage Loan or Serviced Whole Loan
      by a successor borrower, to the extent not inconsistent with the related
      Mortgage Loan or Serviced Whole Loan, the Servicer shall obtain, at the
      related Borrower's expense, written confirmation from each Rating Agency
      that such release and assumption, if applicable, would not, in and of
      itself, result in a downgrade, qualification or withdrawal of the
      then-current ratings assigned to the Certificates or Serviced Companion
      Loan Securities; provided, however, that (A) the Servicer shall not be
      required to obtain such written confirmation from Moody's unless such
      Mortgage Loan (together with any Mortgage Loans cross-collateralized with
      such Mortgage Loan) at the time of such defeasance is (x) one of the ten
      largest Mortgage Loans by Stated Principal Balance, (y) a Mortgage Loan
      with a Stated Principal Balance greater than $20,000,000 or (z) a Mortgage
      Loan that represents 5% or more of the Stated Principal Balance of all
      Mortgage Loans (other than the General Motors Building B Loan) and (B) the
      Servicer shall not be required to obtain such written confirmation from
      S&P with respect to any Mortgage Loan that has a Stated Principal Balance
      that is equal to or less than $20,000,000 or 5% of the aggregate Stated
      Principal Balance of all of the Mortgage Loans (other than the General
      Motors Building B Loan) (whichever is less), so long as such Mortgage Loan
      is not one of the ten largest Mortgage Loans by Stated Principal Balance,
      if the Servicer delivers to the Trustee, the Bond Administrator and S&P a
      letter or a certificate in the form of Exhibit T attached hereto.

            (v) Prior to permitting release of any Mortgaged Property, if the
      related Mortgage Loan so requires or permits, and provides for the related
      Borrower to pay the cost thereof, the Servicer shall require an Opinion of
      Counsel of the related Borrower to the effect that such release will not
      cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a
      REMIC at any time that any Certificates are outstanding, cause a tax to be
      imposed on the Trust Fund under the REMIC Provisions or cause the Grantor
      Trust to fail to qualify as a grantor trust under subpart E, Part I of
      subchapter J of the Code for federal income tax purposes.

            (vi) No defeasance shall occur prior to the second anniversary of
      the Startup Day of the Lower-Tier REMIC.

            (vii) The Bond Administrator shall at the expense of the related
      Borrower (to the extent permitted by the related Loan Documents) hold the
      U.S. government obligations as pledgee for the benefit of the
      Certificateholders and, if applicable, the Serviced Companion Loan
      Noteholders, and apply payments of principal and interest received on the
      government obligations to the Collection Account in respect of the
      defeased Mortgage Loan according to the payment schedule existing
      immediately prior to the defeasance.

            (viii) The Servicer shall, in accordance with the Servicing
      Standard, enforce provisions in the Mortgage Loans (other than the
      Non-Serviced Mortgage Loans) requiring Borrowers to pay all reasonable
      expenses associated with a defeasance.

            (ix) To the extent not inconsistent with such Mortgage Loan, or to
      the extent the related Loan Documents provide the lender with discretion,
      the Servicer shall require the Borrower to establish a single purpose
      entity to act as a successor borrower.

            Section 3.10 Appraisals; Realization Upon Defaulted Mortgage Loans.
(a) Other than with respect to the Non-Serviced Mortgage Loans,
contemporaneously with the earliest of (i) the effective date of any (A)
modification of the Maturity Date, a Mortgage Rate, principal balance or
amortization terms of any Mortgage Loan or Serviced Whole Loan or any other term
of a Mortgage Loan or Serviced Whole Loan, (B) extension of the Maturity Date of
a Mortgage Loan or Serviced Whole Loan as described below in Section 3.30, 3.31
or 3.32, as applicable, or (C) consent to the release of any Mortgaged Property
from the lien of the related Mortgage other than pursuant to the terms of the
related Mortgage Loan or Serviced Whole Loan, (ii) the occurrence of an
Appraisal Reduction Event, (iii) a default in the payment of a Balloon Payment
for which an extension is not granted pursuant to Section 3.26(g), or (iv) the
date on which the Special Servicer, consistent with the Servicing Standard,
requests an Updated Valuation, the Special Servicer shall obtain an Updated
Valuation or Small Loan Appraisal Estimate (or a letter update for an existing
appraisal which is less than two years old), the cost of which shall constitute
a Property Advance; provided, however, that the Special Servicer shall not be
required to obtain an Updated Valuation pursuant to clauses (i) through (iv)
above with respect to any Mortgaged Property for which there exists an appraisal
or Small Loan Appraisal Estimate which is less than twelve months old. For so
long as such Mortgage Loan or Serviced Whole Loan is a Specially Serviced Loan,
the Special Servicer shall obtain letter updates to each Updated Valuation
annually and prior to the Special Servicer granting extensions beyond one year
or any subsequent extension after granting a one year extension with respect to
the same Mortgage Loan or Serviced Whole Loan. The Special Servicer will be
required to update, on an annual basis, each Small Loan Appraisal Estimate or
Updated Appraisal for so long as the related Mortgage Loan or Serviced Whole
Loan remains a Specially Serviced Loan. The Special Servicer shall send all such
letter updates and Updated Valuations to the Servicer, the Rating Agencies, the
Controlling Class Representative and the Directing Certificateholder.

            The Special Servicer shall monitor each Specially Serviced Loan,
evaluate whether the causes of the default can be corrected over a reasonable
period without significant impairment of the value of the related Mortgaged
Property, initiate corrective action in cooperation with the Borrower if, in the
Special Servicer's judgment, cure is likely, and take such other actions
(including without limitation, negotiating and accepting a discounted payoff of
a Mortgage Loan or Serviced Whole Loan) as are consistent with the Servicing
Standard. If, in the Special Servicer's judgment, such corrective action has
been unsuccessful, no satisfactory arrangement can be made for collection of
delinquent payments, and the Specially Serviced Loan has not been released from
the Trust Fund pursuant to any provision hereof, and except as otherwise
specifically provided in Sections 3.09(a) and 3.09(b), the Special Servicer may,
to the extent consistent with the Asset Status Report (and with the consent of
the Directing Certificateholder) and with the Servicing Standard, accelerate
such Specially Serviced Loan and commence a foreclosure or other acquisition
with respect to the related Mortgaged Property or Properties, provided, that the
Special Servicer determines that such acceleration and foreclosure are more
likely to produce a greater recovery to Certificateholders and, if applicable,
Serviced Companion Loan Noteholders on a present value basis (discounting at the
related Mortgage Rate) than would a waiver of such default or an extension or
modification in accordance with the provisions of Section 3.30, 3.31 or 3.32
hereof, as applicable. The Servicer shall or, on an emergency basis, in
accordance with Section 3.24(b), the Special Servicer may, pay the costs and
expenses in any such proceedings as a Property Advance unless the Servicer or
Special Servicer, as applicable, determines, in its good faith judgment, that
such Property Advance would constitute a Nonrecoverable Advance; provided,
however, if the Special Servicer determines that such payment would be in best
interests of the Certificateholders (and, in the case of Serviced Whole Loans,
Companion Loan Noteholders), the Special Servicer shall direct the Servicer to
make such payment from the Collection Account (or, if applicable, the applicable
Serviced Whole Loan Collection Account). The Trustee shall be entitled to
conclusively rely upon any determination of the Servicer that a Property
Advance, if made, would constitute a Nonrecoverable Advance. If the Servicer
does not make such Property Advance in violation of the second preceding
sentence, the Trustee shall make such Property Advance, unless the Trustee
determines that such Property Advance would be a Nonrecoverable Advance. The
Servicer and the Trustee, as applicable, shall be entitled to reimbursement of
Property Advances (with interest at the Advance Rate) made pursuant to this
paragraph to the extent permitted by Section 3.06.

            (b) If the Special Servicer elects to proceed with a non-judicial
foreclosure in accordance with the laws of the state where the Mortgaged
Property is located, the Special Servicer shall not be required to pursue a
deficiency judgment against the related Borrower or any other liable party if
the laws of the state do not permit such a deficiency judgment after a
non-judicial foreclosure or if the Special Servicer determines, in its best
judgment, that the likely recovery if a deficiency judgment is obtained will not
be sufficient to warrant the cost, time, expense and/or exposure of pursuing the
deficiency judgment and such determination is evidenced by an Officer's
Certificate delivered to the Bond Administrator and the Trustee.

            (c) In the event that title to any Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale
shall be issued to the Trustee, or to its nominee (which shall not include the
Special Servicer) or a separate Trustee or co-Trustee on behalf of the Trustee
as holder of the Lower-Tier Regular Interests and the Certificateholders and, if
applicable, the Serviced Companion Loan Noteholders. Notwithstanding any such
acquisition of title and cancellation of the related Mortgage Loan or Serviced
Whole Loan, as applicable, such Mortgage Loan or Serviced Whole Loan, as
applicable, shall (except for purposes of Section 9.01) be considered to be an
REO Loan until such time as the related REO Property shall be sold by the Trust
Fund and shall be reduced only by collections net of expenses. Consistent with
the foregoing, for purposes of all calculations hereunder, so long as such
Mortgage Loan or Serviced Companion Loan, as applicable, shall be considered to
be an outstanding Mortgage Loan or Serviced Companion Loan, as applicable:

            (i) it shall be assumed that, notwithstanding that the indebtedness
      evidenced by the related Note shall have been discharged, such Note and,
      for purposes of determining the Stated Principal Balance thereof, the
      related amortization schedule in effect at the time of any such
      acquisition of title shall remain in effect; and

            (ii) subject to Section 1.02(b), Net REO Proceeds received in any
      month shall be applied to amounts that would have been payable under the
      related Note(s) in accordance with the terms of such Note(s). In the
      absence of such terms, Net REO Proceeds shall be deemed to have been
      received first, in payment of the accrued interest that remained unpaid on
      the date that the related REO Property was acquired by the Trust Fund;
      second, in respect of the delinquent principal installments that remained
      unpaid on such date; and thereafter, Net REO Proceeds received in any
      month shall be applied to the payment of installments of principal and
      accrued interest on such Mortgage Loan or Serviced Companion Loan, as
      applicable, deemed to be due and payable in accordance with the terms of
      such Note(s) and such amortization schedule until such principal has been
      paid in full and then to other amounts due under such Mortgage Loan or
      Serviced Companion Loan, as applicable. If such Net REO Proceeds exceed
      the Monthly Payment then payable, the excess shall be treated as a
      Principal Prepayment received in respect of such Mortgage Loan or Serviced
      Companion Loan, as applicable.

            (d) Notwithstanding any provision herein to the contrary, the
Special Servicer shall not acquire for the benefit of the Trust Fund any
personal property pursuant to this Section 3.10 unless either:

            (i) such personal property is incident to real property (within the
      meaning of Section 856(e)(l) of the Code) so acquired by the Special
      Servicer for the benefit of the Trust Fund; or

            (ii) the Special Servicer shall have requested and received an
      Opinion of Counsel (which opinion shall be an expense of the Lower-Tier
      REMIC) to the effect that the holding of such personal property by the
      Lower-Tier REMIC will not cause the imposition of a tax on the Lower-Tier
      REMIC or the Upper-Tier REMIC under the REMIC Provisions or cause the
      Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC at
      any time that any Certificate is outstanding.

            (e) Notwithstanding any provision to the contrary in this Agreement,
the Special Servicer shall not, on behalf of the Trust Fund, obtain title to any
direct or indirect partnership interest or other equity interest in any Borrower
pledged pursuant to any pledge agreement unless the Special Servicer shall have
requested and received an Opinion of Counsel (which opinion shall be an expense
of the Trust Fund and, in the case of any Serviced Whole Loan, the related
Serviced Pari Passu Companion Loan Noteholders on a pro rata basis based on the
Mortgage Loan's or, related Serviced Companion Loan's, as applicable, Stated
Principal Balance; provided that with respect to the General Motors Building
Whole Loan, such expenses shall be allocated first to the related Serviced B
Loan Noteholders and second, to the extent such expense remains unpaid, to the
General Motors Building Mortgage Loan and the related Serviced Pari Passu
Companion Loan Noteholders on a pro rata basis based on the General Motors
Building Mortgage Loan's or the Serviced Pari Passu Companion Loan's, as
applicable, Stated Principal Balance) to the effect that the holding of such
partnership interest or other equity interest by the Trust Fund will not cause
the imposition of a tax on the Lower-Tier REMIC or the Upper-Tier REMIC under
the REMIC Provisions or cause the Lower-Tier REMIC or the Upper-Tier REMIC to
fail to qualify as a REMIC at any time that any Certificate is outstanding.

            (f) Notwithstanding any provision to the contrary contained in this
Agreement, the Special Servicer shall not, on behalf of the Trust Fund, obtain
title to a Mortgaged Property as a result of or in lieu of foreclosure or
otherwise, obtain title to any direct or indirect partnership interest in any
Borrower pledged pursuant to a pledge agreement and thereby be the beneficial
owner of a Mortgaged Property, have a receiver of rents appointed with respect
to, and shall not otherwise acquire possession of, or take any other action with
respect to, any Mortgaged Property if, as a result of any such action, the
Trustee, for the Trust Fund, the Certificateholders or Serviced Companion Loan
Noteholders, if applicable, would be considered to hold title to, to be a
"mortgagee-in-possession" of, or to be an "owner" or "operator" of such
Mortgaged Property within the meaning of the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended from time to time,
or any comparable law, unless the Special Servicer has previously determined in
accordance with the Servicing Standard, based on an updated environmental
assessment report prepared by an Independent Person who regularly conducts
environmental audits, that:

            (i) such Mortgaged Property is in compliance with applicable
      environmental laws or, if not, after consultation with an environmental
      consultant, that it would be in the best economic interest of the Trust
      Fund (and with respect to the Serviced Whole Loans, the Serviced Companion
      Loan Noteholders) to take such actions as are necessary to bring such
      Mortgaged Property in compliance therewith, and

            (ii) there are no circumstances present at such Mortgaged Property
      relating to the use, management or disposal of any Hazardous Materials for
      which investigation, testing, monitoring, containment, clean-up or
      remediation could be required under any currently effective federal, state
      or local law or regulation, or that, if any such Hazardous Materials are
      present for which such action could be required, after consultation with
      an environmental consultant, it would be in the best economic interest of
      the Trust Fund to take such actions with respect to the affected Mortgaged
      Property.

            In the event that the environmental assessment first obtained by the
Special Servicer with respect to a Mortgaged Property indicates that such
Mortgaged Property may not be in compliance with applicable environmental laws
or that Hazardous Materials may be present but does not definitively establish
such fact, the Special Servicer shall cause such further environmental tests to
be conducted by an Independent Person who regularly conducts such tests as the
Special Servicer shall deem prudent to protect the interests of
Certificateholders and, if applicable, the Serviced Companion Loan Noteholders.
Any such tests shall be deemed part of the environmental assessment obtained by
the Special Servicer for purposes of this Section 3.10.

            (g) The environmental assessment contemplated by Section 3.10(g)
shall be prepared within three months (or as soon thereafter as practicable) of
the determination that such assessment is required by any Independent Person who
regularly conducts environmental audits for purchasers of commercial property
where the Mortgaged Property is located, as determined by the Special Servicer
in a manner consistent with the Servicing Standard. Upon the written direction
of the Special Servicer and delivery by the Special Servicer to the Servicer of
pertinent back-up information the Servicer shall advance the cost of preparation
of such environmental assessments as a Property Advance unless the Servicer
determines, in its good faith judgment, that such Property Advance would be a
Nonrecoverable Advance. The Servicer shall be entitled to reimbursement of
Property Advances (with interest at the Advance Rate) made pursuant to the
preceding sentence to the extent permitted by Section 3.06.

            (h) If the Special Servicer determines pursuant to Section
3.10(f)(i) that a Mortgaged Property is not in compliance with applicable
environmental laws but that it is in the best economic interest of the Trust
Fund (and with respect to the Serviced Whole Loans, the Serviced Companion Loan
Noteholders) to take such actions as are necessary to bring such Mortgaged
Property in compliance therewith, or if the Special Servicer determines pursuant
to Section 3.10(f)(ii) that the circumstances referred to therein relating to
Hazardous Materials are present but that it is in the best economic interest of
the Trust Fund (and with respect to any Serviced Whole Loan, the related
Serviced Companion Loan Noteholders) to take such action with respect to the
containment, clean-up or remediation of Hazardous Materials affecting such
Mortgaged Property as is required by law or regulation, the Special Servicer
shall take such action as it deems to be in the best economic interest of the
Trust Fund (and with respect to any Serviced Whole Loan, the related Serviced
Companion Loan Noteholders), but only if the Bond Administrator has mailed
notice to the Holders of the Regular Certificates and the related Serviced
Companion Loan Noteholders of such proposed action, which notice shall be
prepared by the Special Servicer, and only if the Bond Administrator does not
receive, within 30 days of such notification, instructions from the Holders of
Regular Certificates entitled to a majority of the Voting Rights and, with
respect to Serviced Whole Loans, the applicable Serviced Companion Loan
Noteholders directing the Special Servicer not to take such action.
Notwithstanding the foregoing, if the Special Servicer reasonably determines
that it is likely that within such 30-day period irreparable environmental harm
to such Mortgaged Property would result from the presence of such Hazardous
Materials and provides a prior written statement to the Bond Administrator
setting forth the basis for such determination, then the Special Servicer may
take such action to remedy such condition as may be consistent with the
Servicing Standard. None of the Trustee, the Bond Administrator, the Servicer or
the Special Servicer shall be obligated to take any action or not take any
action pursuant to this Section 3.10(i) at the direction of the
Certificateholders or with respect to any Serviced Whole Loan, at the direction
of the Certificateholders and the related Serviced Companion Loan Noteholders
unless the Certificateholders and, with respect to any Serviced Companion Loan,
the Serviced Companion Loan Noteholders agree to indemnify the Trustee, the Bond
Administrator, the Servicer and the Special Servicer with respect to such action
or inaction. The Servicer shall, or, on an emergency basis, in accordance with
Section 3.24(b), the Special Servicer may, advance the cost of any such
compliance, containment, clean-up or remediation as a Property Advance unless
the Servicer or the Special Servicer, as applicable, determines, in its good
faith judgment, that such Advance would constitute a Nonrecoverable Advance.

            (i) The Special Servicer shall notify the Servicer of any Mortgaged
Property which is abandoned or foreclosed that requires reporting to the IRS and
shall provide the Servicer with all information regarding forgiveness of
indebtedness and required to be reported with respect to any Mortgage Loan or
Serviced Whole Loan which is abandoned or foreclosed and the Servicer shall
report to the IRS and the related Borrower, in the manner required by applicable
law, such information and the Servicer shall report, via Form 1099C, all
forgiveness of indebtedness to the extent such information has been provided to
the Servicer by the Special Servicer. The Servicer shall deliver a copy of any
such report to the Trustee and the Bond Administrator.

            (j) The costs of any Updated Valuation obtained pursuant to this
Section 3.10 shall be paid by the Servicer or, on an emergency basis, in
accordance with Section 3.24(b), may be paid by the Special Servicer, as
applicable, as a Property Advance and shall be reimbursable from the Collection
Account or, with respect to the Serviced Whole Loans, first, from the applicable
Serviced Whole Loan Collection Account and second, to the extent amounts in the
Serviced Whole Loan Collection Account are insufficient therefore, from the
Collection Account.

            Section 3.11 Trustee to Cooperate; Release of Mortgage Files. Upon
the payment in full of any Mortgage Loan or Serviced Whole Loan, or the receipt
by the Servicer of a notification that payment in full has been escrowed in a
manner customary for such purposes, the Servicer shall immediately notify the
Bond Administrator or the Custodian by a certification (which certification
shall include a statement to the effect that all amounts received or to be
received in connection with such payment which are required to be deposited in
the Collection Account or the applicable Serviced Whole Loan Collection Account,
as applicable, pursuant to Section 3.05 have been or will be so deposited) of a
Servicing Officer and shall request delivery to it of the related Mortgage File.
Any expense incurred in connection with any instrument of satisfaction or deed
of reconveyance that is not paid by the related Borrower shall be chargeable to
the Trust Fund. The Servicer agrees to use reasonable efforts in accordance with
the Servicing Standard to enforce any provision in the relevant Loan Documents
that require the Borrower to pay such amounts.

            From time to time upon request of the Servicer or Special Servicer
and delivery to the Trustee and the Custodian of a Request for Release, the
Custodian shall promptly release the Mortgage File (or any portion thereof)
designated in such Request for Release to the Servicer or Special Servicer, as
applicable. Upon return of the foregoing to the Custodian, or in the event of a
liquidation or conversion of the Mortgage Loan or the Serviced Whole Loan into
an REO Property, or in the event of a substitution of a Mortgage Loan pursuant
to Section 2.03, or receipt by the Trustee, the Bond Administrator and the
Custodian of a certificate of a Servicing Officer stating that such Mortgaged
Property was liquidated and that all amounts received or to be received in
connection with such liquidation which are required to be deposited into the
Collection Account or the applicable Serviced Whole Loan Collection Account, as
applicable, have been so deposited, or that such Mortgage Loan or Serviced Whole
Loan has become an REO Property, or that the Servicer has received a Qualifying
Substitute Mortgage Loan and the applicable Substitution Shortfall Amount, the
Custodian shall deliver a copy of the Request for Release to the Servicer or
Special Servicer, as applicable. If from time to time, pursuant to the terms of
the applicable Co-Lender Agreement or Other Pooling and Servicing Agreement, and
as appropriate for enforcing the terms of the 63 Madison Avenue Mortgage Loan or
the Lakeside Mall Mortgage Loan, the related Other Servicer or other Special
Servicer requests delivery to it of the original Note by providing the Trustee a
request for release, then the Trustee shall release or cause the release of such
original Note to the related Other Servicer or Other Special Servicer or its
designee.

            Upon written certification of a Servicing Officer, the Trustee shall
execute and deliver to the Special Servicer any court pleadings, requests for
Trustee's sale or other documents prepared by the Special Servicer, its agents
or attorneys, necessary to the foreclosure or Trustee's sale in respect of a
Mortgaged Property or to any legal action brought to obtain judgment against any
Borrower on the Note or Mortgage or to obtain a deficiency judgment, or to
enforce any other remedies or rights provided by the Note or Mortgage or
otherwise available at law or in equity. Each such certification shall include a
request that such pleadings or documents be executed by the Trustee and a
statement as to the reason such documents or pleadings are required, and that
the execution and delivery thereof by the Trustee will not invalidate or
otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure or Trustee's sale.

            Section 3.12 Servicing Fees, Trustee Fees and Special Servicing
Compensation. (a) As compensation for its activities hereunder, the Servicer
shall be entitled to the Servicing Fee with respect to each Mortgage Loan and
each Serviced Companion Loan. The Servicer's rights to the Servicing Fee may not
be transferred in whole or in part except in connection with the transfer of all
of the Servicer's responsibilities and obligations under this Agreement. In
addition, the Servicer shall be entitled to receive, as additional Servicing
Compensation, to the extent permitted by applicable law and the related Mortgage
Loans and Serviced Companion Loans, (i) all investment income earned on amounts
on deposit in Collection Account (and with respect to each Serviced Whole Loan,
the related Serviced Whole Loan Collection Account) and certain Reserve Accounts
(to the extent consistent with the related Loan Documents), (ii) any late
payment charges and any Net Default Interest collected by the Servicer during a
Collection Period on any Performing Loan, in each case, remaining after
application thereof during such Collection Period to pay the Advance Interest
Amount relating to such Performing Loan and any unreimbursed Additional Trust
Fund Expenses relating to such Performing Loan incurred during or prior to such
Collection Period and, in the case of the Serviced Whole Loans, to the extent
allocated to the related Mortgage Loan in the related Co-Lender Agreement, and
as further described in Section 3.12(d), (iii) any amounts collected for checks
returned for insufficient funds (with respect to any Performing Loan or
Specially Serviced Loan), loan service transaction fees, demand fees,
beneficiary statement charges or similar items (but not including Prepayment or
Yield Maintenance Charges) and (iv) to the extent permitted by applicable law
and the related Loan Documents 50% of any Assumption Fees, due-on-sale fees,
due-on-encumbrance fees, loan modification fees, extension fees and any similar
items relating to any Performing Loan for as long as such Mortgage Loan or
Serviced Companion Loan is not a Specially Serviced Loan but excluding any
Prepayment Premiums or Yield Maintenance Charges, in each case to the extent
received and not required to be deposited or retained in the Collection Account
or Serviced Whole Loan Collection Account, in each case pursuant to Section
3.05; provided, however, that (A) the Servicer shall not be entitled to apply or
retain as additional compensation, any late payment charges with respect to any
Mortgage Loan or Serviced Companion Loan with respect to which a monetary
default or monetary event of default thereunder has occurred and is continuing
unless and until such monetary default or monetary event of default has been
cured and all delinquent amounts (including any Default Interest not waived) due
with respect to such Mortgage Loan or Serviced Companion Loan have been paid and
(B) with respect to any Serviced Whole Loan, the related Net Default Interest
and late payment charges shall be allocated pro rata between the Mortgage Loan
(and, the case of the General Motors Building Whole Loan, the General Motors
Building B Loan) and the related Companion Loans (after netting out Property
Advances and other Trust Expenses described herein) in accordance with the terms
of this Agreement and the related Co-Lender Agreement); provided that such
Penalty Charges shall be applied to pay the Advance Interest Amount and
Additional Trust Fund Expenses to the extent required by Section 3.12(d). The
Servicer shall also be entitled pursuant to, and to the extent provided in,
Sections 3.06(b)(viii) or 3.07(b), as applicable, to withdraw from the
Collection Account and to receive from any Borrower Accounts (to the extent not
payable to the related Borrower under the Mortgage Loan or applicable law), Net
Prepayment Interest Excess, if any, and any interest or other income earned on
deposits therein. In addition, provided that a Non-Serviced Mortgage Loan is not
a Specially Serviced Mortgage Loan, the Servicer shall be entitled to any Net
Default Interest and any late payment fees collected by the Other Servicer
servicing the related Non-Serviced Mortgage Loan that are allocated to such
Non-Serviced Mortgage Loan that is not in special servicing (in accordance with
the related Co-Lender Agreement and Other Pooling and Servicing Agreement)
during a Collection Period remaining after application thereof to reimburse
interest on related P&I Advances and to reimburse the Trust for certain expenses
of the Trust, if applicable, as provided in this Agreement. Except as specified
in the preceding sentence and except with respect to clause (i) in this Section
3.12, the Servicer will not be entitled to the compensation set forth in clauses
(ii), (iii) and (iv) with respect to the Non-Serviced Mortgage Loans.

            Notwithstanding anything herein to the contrary, Midland (and its
successors and assigns) shall also be entitled to the Excess Servicing Strip and
may at its option assign or pledge to any third party or retain for itself the
Excess Servicing Strip; provided, however, that in the event of any resignation
or termination of Midland, all or any portion of the Excess Servicing Strip may
be reduced by the Trustee to the extent reasonably necessary (in the sole
discretion of the Trustee) for the Trustee to obtain a qualified successor
Servicer (and primary servicer with respect to the Mortgage Loans or Serviced
Whole Loans being primarily serviced by Midland) (which successor may include
the Trustee) that meets the requirements of Section 6.4 and that requires market
rate servicing compensation that accrues at a per annum rate in excess of 0.005%
(0.50 basis points). The Servicer shall pay the Excess Servicing Strip to the
holder of the Excess Servicing Strip (i.e., Midland or any such third party) at
such time and to the extent the Servicer is entitled to receive payment of its
Master Servicing Fees hereunder, notwithstanding any resignation or termination
of Midland hereunder (subject to reduction pursuant to the preceding sentence).

            In the event that Midland is terminated or resigns as Servicer, it
(and its successors and assigns) will be entitled to retain the Excess Servicing
Strip, except to the extent that any portion of such Excess Servicing Strip is
needed (as determined by the Trustee in its discretion) to compensate any
replacement Servicer for assuming the duties of Midland under this Agreement.

            As compensation for their activities hereunder on each Distribution
Date, (i) the Trustee shall be entitled with respect to each Mortgage Loan to a
portion of the Trustee Fee, which shall be payable from amounts on deposit in
the Lower-Tier Distribution Account, and (ii) the Bond Administrator shall be
entitled, with respect to each Mortgage Loan, to the portion of the Trustee Fee
consisting of the Bond Administrator Fee, which shall be payable from amounts on
deposit in the Lower-Tier Distribution Account. The Bond Administrator shall pay
the routine fees of the Certificate Registrar, the Paying Agent and the
Authenticating Agent. The Trustee's and the Bond Administrator's rights to the
Trustee Fee and the Bond Administrator Fee, respectively, may not be transferred
in whole or in part except in connection with the transfer of all of their
respective responsibilities and obligations under this Agreement.

            Except as otherwise provided herein, the Servicer shall pay all
expenses incurred by it in connection with its servicing activities hereunder,
including all fees of any sub-servicers retained by it. Except as otherwise
provided herein, the Trustee shall pay all expenses incurred by it in connection
with its activities hereunder.

            Notwithstanding anything herein to the contrary, with respect to the
Mortgage Loans identified as Loan Nos. 34, 35 and 36 on the Mortgage Loan
Schedule, Midland shall pay the fees of any sub-servicer out of the Servicing
Fee and to the extent that the Servicing Fee is insufficient, out of its own
funds, provided that with respect to each such Mortgage Loan, the amount paid by
Midland shall not exceed a rate of 0.1% (10 basis points) per annum.

            (b) As compensation for its activities hereunder, the Special
Servicer shall be entitled with respect to each Specially Serviced Loan and REO
Loan to the Special Servicing Compensation, which shall be payable from amounts
on deposit in the Collection Account as set forth in Section 3.06. The Special
Servicer's rights to the Special Servicing Fee may not be transferred in whole
or in part except in connection with the transfer of all of the Special
Servicer's responsibilities and obligations under this Agreement. In addition,
the Special Servicer shall be entitled to receive, as Special Servicing
Compensation, to the extent permitted by applicable law and the related Loan
Documents, (i) any late payment charges and any Net Default Interest collected
by the Servicer during a Collection Period on any Specially Serviced Loan
remaining after application thereof during such Collection Period (and in the
case of the Serviced Whole Loans, as set forth in the related Co-Lender
Agreement and Section 3.12(d) herein) to pay the Advance Interest Amount
relating to such Specially Serviced Loan and any unreimbursed Additional Trust
Fund Expenses incurred during or prior to such Collection Period (but not NSF
check fees and the like, which shall be paid to the Servicer) as further
described below in this subsection (b), (ii) 50% of any Assumption Fees,
due-on-sale fees, due-on-encumbrance fees, loan modification fees, extension
fees, and other similar fees relating to any Performing Loan, excluding any
Prepayment Premiums or Yield Maintenance Charges, (iii) any interest or other
income earned on deposits in the REO Accounts, and (iv) 100% of any Assumption
Fees, due-on-sale fees, due-on-encumbrance fees, loan modification fees,
extension fees, loan service transaction fees, demand fees, beneficiary
statement charges and other similar fees relating to any Specially Serviced Loan
or REO Loan; provided, however, that the Special Servicer shall not be entitled
to apply or retain as additional compensation, any late payment charges with
respect to any Specially Serviced Loan with respect to which a monetary default
or monetary event of default thereunder has occurred and is continuing unless
and until such monetary default or monetary event of default has been cured and
all delinquent amounts (including any Default Interest not waived) due with
respect to such Mortgage Loan have been paid.

            Except as otherwise provided herein, the Special Servicer shall pay
all expenses incurred by it in connection with its servicing activities
hereunder, including all fees of any sub-servicers retained by it.

            (c) In addition, a Workout Fee will be payable to the Special
Servicer with respect to each Mortgage Loan (other than any Non-Serviced
Mortgage Loan) or Serviced Companion Loan that ceases to be a Specially Serviced
Loan pursuant to the definition thereof. As to each such Mortgage Loan (other
than any Non-Serviced Mortgage Loan) or Serviced Companion Loan, the Workout Fee
will be payable out of each collection of interest and principal (including
scheduled payments, prepayments, Balloon Payments and payments at maturity)
received on such Mortgage Loan or Serviced Companion Loan for so long as it
remains a Corrected Mortgage Loan. The Workout Fee with respect to any such
Mortgage Loan or Serviced Companion Loan will cease to be payable if such loan
again becomes a Specially Serviced Loan or if the related Mortgaged Property
becomes an REO Property; provided that a new Workout Fee will become payable if
and when such Mortgage Loan or Serviced Companion Loan again ceases to be a
Specially Serviced Loan. If the Special Servicer is terminated (other than for
cause) or resigns with respect to any or all of its servicing duties, it shall
retain the right to receive any and all Workout Fees payable with respect to the
Mortgage Loans or the Serviced Companion Loans that cease to be Specially
Serviced Loans during the period that it had responsibility for servicing
Specially Serviced Loans and that had ceased being Specially Serviced Loans (or
for any Specially Serviced Loan that had not yet become a Corrected Mortgage
Loan because as of the time that the Special Servicer is terminated the borrower
has not made three consecutive monthly debt service payments and subsequently
the Specially Serviced Loan becomes a Corrected Mortgage Loan) at the time of
such termination or resignation (and the successor Special Servicer shall not be
entitled to any portion of such Workout Fees), in each case until the Workout
Fee for any such loan ceases to be payable in accordance with the preceding
sentence.

            A Liquidation Fee will be payable to the Special Servicer with
respect to each Mortgage Loan repurchased by a Mortgage Loan Seller after the
applicable time period (including any applicable extension thereof) in Section
2.03(d) or Specially Serviced Loan as to which the Special Servicer obtains a
full, partial or discounted payoff from the related Borrower and, except as
otherwise described below, with respect to any Specially Serviced Loan or REO
Property as to which the Special Servicer recovered any Liquidation Proceeds. As
to each such Mortgage Loan repurchased by a Mortgage Loan Seller after the
applicable time period (including any applicable extension thereof) in Section
2.03(d) or Specially Serviced Loan and REO Property, the Liquidation Fee will be
payable from the related payment or proceeds. Notwithstanding anything to the
contrary described above, no Liquidation Fee will be payable based on, or out
of, Liquidation Proceeds received in connection with (i) the purchase of any
Defaulted Mortgage Loan by the Special Servicer or the Controlling Class
Representative, (ii) the purchase of all of the Mortgage Loans and REO
Properties by the Servicer, the Special Servicer or the Controlling Class
Representative in connection with the termination of the Trust Fund or the
purchase of all of the Mortgage Loans and all property acquired in respect of
any Mortgage Loan by the Sole Certificateholder pursuant to Section 9.01, (iii)
a repurchase of a Mortgage Loan by a Mortgage Loan Seller pursuant to Section
2.03(d) prior to the expiration of the time periods (including any applicable
extension thereof) set forth therein, (iv) in the case of the General Motors
Building Mortgage Loan or the FedEx-Bellingham Mortgage Loan, the purchase of
the related Mortgage Loan by the holder of the related B Loan or the Class GMB
Directing Certificateholder, as applicable, pursuant to the related Co-Lender
Agreement, except to the extent the related Co-Lender Agreement requires the
purchaser to pay such fee; (v) any existing mezzanine indebtedness or any
mezzanine indebtedness that may exist on a future date, the purchase of the
related Mortgage Loan by a mezzanine lender, to the extent permitted by the
related mezzanine intercreditor agreement, unless the related mezzanine
intercreditor agreement or other related agreements require the purchaser to pay
such Liquidation Fee or similar fee, or (vi) a Loss of Value Payment by a
Mortgage Loan Seller. With respect to any future mezzanine debt, to the extent
not prohibited by the Mortgage Loan Documents, the Servicer or Special Servicer,
as applicable, shall require that the related mezzanine intercreditor agreement
provide that in the event of a purchase of a Mortgage Loan by the related
mezzanine lender on a date that is more than 90 days following the date that the
related option becomes exercisable, such mezzanine lender shall be required to
pay a Liquidation Fee equal to the amount that the Special Servicer would
otherwise be entitled to under this Agreement with respect to a liquidation of
such Mortgage Loan (provided, however, that such Liquidation Fee shall in all
circumstances be payable by the related mezzanine lender and shall not, under
any circumstance, by payable out of the Trust). If, however, Liquidation
Proceeds are received with respect to any Specially Serviced Loan as to which
the Special Servicer is properly entitled to a Workout Fee, such Workout Fee
will be payable based on and out of the portion of such Liquidation Proceeds
that constitute principal and/or interest. Notwithstanding anything herein to
the contrary, the Special Servicer shall only be entitled to receive a
Liquidation Fee or a Workout Fee, but not both, with respect to Liquidation
Proceeds received on any Mortgage Loan or any Specially Serviced Loan. In the
event that (i) the Special Servicer has been terminated, and (ii) either prior
or subsequent to such termination, either (A) a Specially Serviced Loan was
liquidated or modified pursuant to an action plan submitted by the initial
Special Servicer and approved (or deemed approved) by the Directing
Certificateholder, or (B) a Specially Serviced Loan being monitored by the
Special Servicer subsequently became a Corrected Mortgage Loan, then in either
such event the Special Servicer shall be paid the related Workout Fee or
Liquidation Fee, as applicable.

            The Special Servicer will also be entitled to additional fees in the
form of Penalty Charges on Specially Serviced Loans it is responsible for
servicing hereunder that accrued during such time as such Mortgage Loan (other
than a Non-Serviced Mortgage Loan) or Serviced Companion Loan was a Specially
Serviced Loan, but only to the extent actually paid by the related Borrower and
to the extent that all amounts then due and payable with respect to the related
Mortgage Loan or Serviced Companion Loan (including interest on Advances) have
been paid and are not needed to first, (x) reimburse the Trust Fund for
Additional Trust Fund Expenses paid in connection therewith during or prior to
the Collection Period in which such Penalty Charges were collected and (y)
reimburse Advance Interest Amounts paid to the Servicer, Trustee or Special
Servicer, as applicable, that accrued with respect to the related Mortgage Loan
or Serviced Companion Loan during the Collection Period in which such Penalty
Charges were collected; provided, that with respect to a Serviced Companion
Loan, Penalty Charges with respect to such Serviced Companion Loan shall be paid
to the holder of such Serviced Companion Loan as allocated in the related
Co-Lender Agreement. The Special Servicer shall be required to pay out of its
own funds all expenses incurred by it in connection with its servicing
activities hereunder (including, without limitation, payment of any amounts,
other than management fees in respect of REO Properties, due and owing to any of
its sub-servicers and the premiums for any blanket Insurance Policy obtained by
it insuring against hazard losses pursuant to Section 3.07), if and to the
extent such expenses are not expressly payable directly out of the Collection
Account or if a Serviced Whole Loan is involved, the applicable Serviced Whole
Loan Collection Account or the applicable REO Account or as a Property Advance,
and the Special Servicer shall not be entitled to reimbursement therefor except
as expressly provided in this Agreement.

            (d) In determining the compensation of the Servicer or Special
Servicer, as applicable, with respect to Penalty Charges, on any Distribution
Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than
with respect to a Serviced Whole Loan, with regard to which Penalty Charges
shall be allocated as set forth in the related Co-Lender Agreement) during the
related Collection Period shall be applied (as between Default Interest and late
payment changes, in the priority set forth in the definition of "Advance
Interest Amount") to reimburse (i) the Servicer, the Special Servicer or the
Trustee for interest on Advances with respect to such Mortgage Loan that accrued
in the period that such Penalty Charges were collected, (ii) the Trust Fund for
all interest on Advances with respect to such Mortgage Loan or Serviced Whole
Loan previously paid to the Servicer, the Special Servicer or the Trustee
pursuant to Section 3.06(b)(vi) and (iii) the Trust Fund for any Additional
Trust Fund Expenses with respect to such Mortgage Loan paid in the Collection
Period that such Penalty Charges were collected and not previously paid out of
Penalty Charges, and any Penalty Charges remaining thereafter shall be
distributed pro rata to the Servicer and the Special Servicer based upon the
amount of Penalty Charges the Servicer or the Special Servicer would otherwise
have been entitled to receive during such period with respect to such Mortgage
Loan without any such application. With respect to the Non-Serviced Mortgage
Loans or any related REO Property, the Special Servicer shall not be entitled to
any Special Servicing Fees, Workout Fees or Liquidation Fees (other than any
Liquidation Fee obtained in connection with enforcement of a breach of a
representation or a warranty by a Mortgage Loan Seller). For the avoidance of
doubt, the portion of Penalty Charges allocated to a Mortgage Loan that is part
of a Whole Loan (in accordance with the applicable Co-Lender Agreement and, if
applicable, the related Other Pooling and Servicing Agreement) shall be
allocated in accordance with clauses (i), (ii) and (iii) above (except that with
respect to the Non-Serviced Mortgage Loans, Advances in clause (i) shall mean
P&I Advances).

            Notwithstanding the foregoing, Penalty Charges with respect to the
General Motors Building Whole Loan shall first be allocated among the General
Motors Building Senior Loans and the General Motors Building B Loan in
proportion to the amount of Penalty Charges accrued with respect thereto, then
such Penalty Charges shall be applied (i) with respect to all such Penalty
Charges, to reimburse (i) the Servicer, the Special Servicer or the Trustee for
interest on Property Advances with respect to such Whole Loan that accrued in
the period that such Penalty Charges were collected, (ii) the Trust Fund for all
interest on Property Advances with respect to such Whole Loan previously paid to
the Servicer, the Special Servicer or the Trustee pursuant to Section
3.06(b)(vi), (iii) the Servicer, the Special Servicer or the Trustee for
interest on P&I Advances with respect to the General Motors Building Loan and
the General Motors Building B Loan, and to reimburse any servicer making
principal and interest advances on any General Motors Building Pari Passu Loans,
that accrued in the period that such Penalty Charges were collected, (iv) the
Trust Fund for all interest on P&I Advances with respect to the General Motors
Building Mortgage Loan or General Motors Building B Loan previously paid to the
Servicer, the Special Servicer or the Trustee pursuant to Section 3.06(b)(vi),
(v) the Trust Fund for any Additional Trust Fund Expenses with respect to such
Whole Loan paid in the Collection Period that such Penalty Charges were
collected and not previously paid out of Penalty Charges, and any Penalty
Charges remaining thereafter shall be distributed pro rata to the Servicer, the
Special Servicer and any servicer of the General Motors Building Pari Passu
Companion Loans based upon the amount of Penalty Charges the Servicer or the
Special Servicer or such other servicer would otherwise have been entitled to
receive during such period with respect to the Whole Loan without any such
application.

            (e) [Reserved.]

            (f) The Servicer, the Special Servicer, the Bond Administrator and
the Trustee shall be entitled to reimbursement from the Trust Fund (and, in the
case of any Serviced Whole Loans, first, from the related Serviced B Loan
Noteholders, if any, and second, to the extent any such costs and expenses
remain unreimbursed, from the other related Serviced Companion Loan Noteholders
on a pro rata basis based on the Mortgage Loan's or other Serviced Pari Passu
Companion Loan's, as applicable, Stated Principal Balance) for the costs and
expenses incurred by them in the performance of their duties under this
Agreement which are "unanticipated expenses incurred by the REMIC" within the
meaning of Treasury Regulations Section 1.860G-1(b)(3)(iii). Such expenses shall
include, by way of example and not by way of limitation, environmental
assessments, Updated Appraisals and appraisals in connection with foreclosure,
the fees and expenses of any administrative or judicial proceeding and expenses
expressly identified as reimbursable in Section 3.06(b)(xviii). All such costs
and expenses shall be treated as costs and expenses of the Lower-Tier REMIC, and
if not attributable to a specific Mortgage Loan or Serviced Whole Loan, shall be
allocated to the Lower-Tier REMIC based on the Stated Principal Balances of the
related Mortgage Loans and, if applicable, the related Serviced Whole Loans.

            (g) No provision of this Agreement or of the Certificates shall
require the Servicer, the Special Servicer, the Trustee or the Bond
Administrator to expend or risk their own funds or otherwise incur any financial
liability in the performance of any of their duties hereunder or thereunder, or
in the exercise of any of their rights or powers, if, in the good faith business
judgment of the Servicer, Special Servicer, Trustee or Bond Administrator, as
the case may be, repayment of such funds would not be ultimately recoverable
from late payments, Net Insurance Proceeds, Net Liquidation Proceeds and other
collections on or in respect of the Mortgage Loans, or from adequate indemnity
from other assets comprising the Trust Fund against such risk or liability.

            If the Servicer, the Special Servicer, the Trustee or the Bond
Administrator receives a request or inquiry from a Borrower, any
Certificateholder or any other Person the response to which would, in the
Servicer's, the Special Servicer's, the Trustee's or the Bond Administrator's
good faith business judgment require the assistance of Independent legal counsel
or other consultant to the Servicer, the Special Servicer, the Trustee or the
Bond Administrator, the cost of which would not be an expense of the Trust Fund
or any Serviced Companion Loan Noteholder hereunder, then the Servicer, the
Special Servicer, the Trustee or the Bond Administrator, as the case may be,
shall not be required to take any action in response to such request or inquiry
unless such Borrower, such Certificateholder, or such other Person, as
applicable, makes arrangements for the payment of the Servicer's, the Special
Servicer's, the Trustee's or the Bond Administrator's expenses associated with
such counsel (including, without limitation, posting an advance payment for such
expenses) satisfactory to the Servicer, the Special Servicer, the Trustee or the
Bond Administrator, as the case may be, in its sole discretion. Unless such
arrangements have been made, the Servicer, the Special Servicer, the Trustee or
the Bond Administrator, as the case may be, shall have no liability to any
Person for the failure to respond to such request or inquiry.

            Section 3.13 Reports to the Bond Administrator; Collection Account
Statements. (a) The Servicer shall deliver to the Bond Administrator no later
than 10:00 a.m. (New York City time) one Business Day prior to the Servicer
Remittance Date prior to each Distribution Date, the CMSA Loan Periodic Update
File with respect to all of the Mortgage Loans for the related Distribution Date
(which shall include, without limitation, the amount of Available Funds with
respect to all of the Mortgage Loans and with respect to each Loan Group)
including information therein that states the anticipated P&I Advances for the
related Distribution Date. The Servicer's responsibilities under this Section
3.13(a) with respect to REO Loans shall be subject to the satisfaction of the
Special Servicer's obligations under Section 3.26.

            (b) For so long as the Servicer makes deposits into or credits to
and withdrawals or debits from the Collection Account or any Serviced Whole Loan
Collection Account, not later than 15 days after each Distribution Date, the
Servicer shall forward to the Bond Administrator a statement prepared by the
Servicer setting forth the status of each of the Collection Account and each
Serviced Whole Loan Collection Account as of the close of business on the last
Business Day of the prior month and showing the aggregate amount of deposits
into and withdrawals from the Collection Account and each Serviced Whole Loan
Collection Account of each category of deposit (or credit) specified in Section
3.05 and each category of withdrawal (or debit) specified in Section 3.06 for
the related Collection Period, in each case for the Mortgage Loans (including
allocations to the Non-Serviced Mortgage Loans). The Trustee, the Bond
Administrator and their agents and attorneys may at any time during normal
business hours, upon reasonable notice, inspect and copy the books, records and
accounts of the Servicer solely relating to the Mortgage Loans and the
performance of its duties hereunder.

            (c) Beginning in July 2005, no later than 4:00 p.m. (New York City
time) on each Servicer Remittance Date, the Servicer shall deliver or cause to
be delivered to the Bond Administrator the following reports (in electronic
form) with respect to the Mortgage Loans (and, if applicable, the related REO
Properties), providing the required information as of the immediately preceding
Determination Date: (i) to the extent the Servicer has received the most recent
CMSA Special Servicer Loan File from the Special Servicer at the time required,
the most recent Delinquent Loan Status Report, Historical Liquidation Report,
Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Loan Setup
File (with respect to the first Distribution Date) and REO Status Report
received from such Special Servicer, (ii) the most recent CMSA Property File,
CMSA Financial File, Comparative Financial Status Report and the Loan Level
Reserve/LOC Report (in each case incorporating the data required to be included
in the CMSA Special Servicer Loan File), (iii) the Watch List with information
that is current as of such Determination Date and (iv) the Advance Recovery
Report.

            The information that pertains to Specially Serviced Loans and REO
Properties reflected in such reports shall be based solely upon the reports
delivered by the Special Servicer to the Servicer at least four Business Days
prior to the related Servicer Remittance Date in the form required by Section
3.13(f) or shall be provided by means of such reports so delivered by the
Special Servicer to the Servicer in the form so required. In the absence of
manifest error, the Servicer shall be entitled to conclusively rely upon,
without investigation or inquiry, the information and reports delivered to it by
the Special Servicer, and the Bond Administrator shall be entitled to
conclusively rely upon the Servicer's reports and the Special Servicer's reports
without any duty or obligation to recompute, verify or recalculate any of the
amounts and other information stated therein.

            (d) The Servicer shall deliver or cause to be delivered to the Bond
Administrator, the Underwriters and to any Rating Agency, the following
materials, in each case to the extent that such materials or the information on
which they are based have been received by the Servicer:

            (i) At least annually, on or before June 30 of each year, beginning
      with June 30, 2006, with respect to each Mortgage Loan and REO Loan (to
      the extent prepared by and received from the Special Servicer (in written
      format or in electronic media) in the case of any Specially Serviced Loan
      or REO Loan), an Operating Statement Analysis Report for the related
      Mortgaged Property or REO Property as of the end of the preceding calendar
      year (initially, year-end 2005), together with copies of the related
      operating statements and rent rolls (but only to the extent the related
      Borrower is required by the Mortgage to deliver, or otherwise agrees to
      provide such information and, with respect to operating statements and
      rent rolls for Specially Serviced Loans and REO Properties, only to the
      extent requested by the Special Servicer) for the current trailing 12
      months, if available, or year-to-date. The Servicer (or the Special
      Servicer in the case of Specially Serviced Loans and REO Properties) shall
      use its best reasonable efforts to obtain said annual and other periodic
      operating statements and related rent rolls, which efforts shall include a
      letter sent to the related Borrower (followed up with telephone calls),
      requesting such annual and other periodic operating statements and related
      rent rolls until they are received to the extent such action is consistent
      with applicable law and the terms of the Mortgage Loans. Upon receipt of
      such annual and other periodic operating statements (including
      year-to-date statements) and related rent rolls and the Servicer shall
      promptly update the Operating Statement Analysis Report.

            (ii) Within 45 days after receipt by the Servicer (or within 60 days
      of receipt by the Special Servicer in the case of a Specially Serviced
      Loan or REO Property) of any annual year-end operating statements with
      respect to any Mortgaged Property or REO Property (to the extent prepared
      by and received from the Special Servicer in the case of any Specially
      Serviced Loan or REO Property), an NOI Adjustment Worksheet for such
      Mortgaged Property (with the annual year-end operating statements attached
      thereto as an exhibit). The Servicer will use the "Normalized" column from
      the NOI Adjustment Worksheet to update the full year-end data on any
      Operating Statement Analysis Report and will use any operating statements
      received with respect to any Mortgaged Property (other than any Mortgaged
      Property which is REO Property or constitutes security for a Specially
      Serviced Loan) to update the Operating Statement Analysis Report for such
      Mortgaged Property.

            The Servicer shall maintain one Operating Statement Analysis Report
for each Mortgaged Property and REO Property (to the extent prepared by and
received from the Special Servicer in the case of any REO Property or any
Mortgaged Property constituting security for a Specially Serviced Loan). The
Operating Statement Analysis Report for each Mortgaged Property (other than any
such Mortgaged Property which is an REO Property or constitutes security for a
Specially Serviced Loan) is to be updated with trailing 12-month information, as
available (commencing with the quarter ending September 30 2005), or
year-to-date information until 12-month trailing information is available by the
Servicer and such updated report shall be delivered to the Bond Administrator
within 30 days after receipt by the Servicer of such updated trailing or
year-to-date operating statements and related rent rolls for such Mortgaged
Property.

            The Special Servicer will be required pursuant to Section 3.13(g) to
deliver to the Servicer the information required of it pursuant to this Section
3.13(d) with respect to Specially Serviced Loans and REO Loans commencing on
July 2005, in addition to within 45 days after its receipt of any operating
statement and related rent rolls for any related Mortgaged Property or REO
Property.

            (e) In connection with their servicing of the Mortgage Loans, the
Servicer and the Special Servicer shall provide to each other and to the Bond
Administrator, written notice of any event that comes to their knowledge with
respect to a Mortgage Loan or REO Property that the Servicer or the Special
Servicer, respectively, determines, in accordance with the Servicing Standard,
would have a material adverse effect on such Mortgage Loan or REO Property,
which notice shall include an explanation as to the reason for such material
adverse effect.

            (f) At least four Business Days prior to each Servicer Remittance
Date, the Special Servicer shall deliver, or cause to be delivered, to the
Servicer and, upon the request of any of the Trustee, the Bond Administrator,
the Depositor, the Controlling Class, the Class GMB Controlling Class
Certificateholders (with respect to the General Motors Building Whole Loan) or
any Rating Agency, to such requesting party, the CMSA Specially Serviced Loan
File with respect to the Specially Serviced Loans (and, if applicable, the
related REO Properties), providing the required information as of the
Determination Date (or, upon the reasonable request of the Servicer, data files
in a form acceptable to the Servicer), which CMSA Specially Serviced Loan File
shall include data, to enable Servicer to produce the following CMSA Supplement
Reports: (i) a Delinquent Loan Status Report; (ii) an Historical Liquidation
Report; (iii) an Historical Loan Modification and corrected Mortgage Loan
Report; (iv) an REO Status Report; (v) Comparative Financial Status Reports;
(vi) CMSA Loan Periodic Update File; (vii) a CMSA Property File; (viii) a CMSA
Financial File; (ix) a NOI Adjustment Worksheet; (x) an Operating Statement
Analysis Report; and (xi) the Advance Recovery Report. Such reports or data
shall be presented in writing and on a computer readable magnetic medium or
other electronic format acceptable to the Servicer.

            (g) The Special Servicer shall deliver or cause to be delivered to
the Servicer and, upon the request of any of the Trustee, the Bond
Administrator, the Depositor, the Controlling Class, the Class GMB Controlling
Class Certificateholders (with respect to the General Motors Building Whole
Loan) or any Rating Agency, to such requesting party, without charge, the
following materials for Specially Serviced Loans, in each case to the extent
that such materials or the information on which they are based have been
received by the Special Servicer:

            (i) At least annually, on or before June 1 of each year, commencing
      with 2006, with respect to each Specially Serviced Loan and REO Loan, an
      Operating Statement Analysis Report for the related Mortgaged Property or
      REO Property as of the end of the preceding calendar year, together with
      copies of the operating statements and rent rolls for the related
      Mortgaged Property or REO Property as of the end of the preceding calendar
      year (but only to the extent the related Borrower is required by the
      Mortgage to deliver, or otherwise agrees to provide, such information and,
      with respect to operating statements and rent rolls for Specially Serviced
      Loans and REO Properties, only to the extent requested by the Special
      Servicer) and for the current trailing 12 months, if available, or
      year-to-date. The Special Servicer shall use its best reasonable efforts
      to obtain said annual and other periodic operating statements and related
      rent rolls with respect to each Mortgaged Property constituting security
      for a Specially Serviced Loan and each REO Property, which efforts shall
      include a letter sent to the related Borrower or other appropriate party
      each quarter (followed up with telephone calls) requesting such annual and
      other periodic operating statements and rent rolls until they are
      received.

            (ii) Within 45 days of receipt by the Special Servicer of any annual
      operating statements with respect to any Mortgaged Property relating to a
      Specially Serviced Loan, an NOI Adjustment Worksheet for such Mortgaged
      Property or REO Property (with the annual operating statements attached
      thereto as an exhibit); provided, however, that, with the consent of the
      Servicer, the Special Servicer may instead provide data files in a form
      acceptable to the Servicer. The Special Servicer will use the "Normalized"
      column from the NOI Adjustment Worksheet to update the full year-end data
      on any Operating Statement Analysis Report and will use any operating
      statements received with respect to any Mortgaged Property which is an REO
      Property or constitutes security for a Specially Serviced Loan to update
      the Operating Statement Analysis Report for such Mortgaged Property.

            The Special Servicer shall maintain one Operating Statement Analysis
Report for each Mortgaged Property securing a Specially Serviced Loan and REO
Property. The Operating Statement Analysis Report for each Mortgaged Property
which constitutes security for a Specially Serviced Loan or is an REO Property
is to be updated by the Special Servicer and such updated report delivered to
the Servicer within 45 days after receipt by the Special Servicer of updated
operating statements for each such Mortgaged Property; provided, however, that,
with the consent of the Servicer, the Special Servicer may instead provide data
files in a form acceptable to the Servicer. The Special Servicer shall provide
each such report to the Servicer in the then applicable CMSA format.

            (h) The Bond Administrator and the Trustee shall be entitled to rely
conclusively on and shall not be responsible for the content or accuracy of any
information provided to it by the Servicer or the Special Servicer pursuant to
this Agreement.

            Section 3.14 Annual Statement as to Compliance. The Servicer and the
Special Servicer (the "reporting person") shall each deliver to the Trustee, the
Underwriters, the Bond Administrator, the Depositor, the Serviced Companion Loan
Noteholders (and the Person who signs the Sarbanes-Oxley Certification pursuant
to any related Serviced Companion Loan Securitization Agreement on which such
Person and such Person's partner, representative, Affiliate, member, manager,
director, officer, employee or agent may rely) and the Rating Agencies on or
before March 20 of each year, beginning with March 20, 2006, an Officer's
Certificate stating, as to each signatory thereof, (i) that a review of the
activities of the reporting person during the preceding calendar year (or such
shorter period from the Closing Date to the end of the related calendar year)
and of its performance under this Agreement has been made under such officer's
supervision, (ii) that, to the best of such officer's knowledge, based on such
review, the reporting person has fulfilled all of its obligations under this
Agreement in all material respects throughout such year (or such shorter
period), or, if there has been a default in the fulfillment of any such
obligation, specifying each such default known to such officer, the nature and
status thereof and what action it proposes to take with respect thereto, and
(iii) whether it has received any notice regarding qualification, or challenging
the status, of the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC or of the
Grantor Trust as a "grantor trust" from the IRS or any other governmental agency
or body or, if it has received any such notice, specifying the details thereof.

            Section 3.15 Annual Independent Public Accountants' Servicing
Report. On or before March 20 of each year, beginning with March 20, 2006, the
Servicer and the Special Servicer (the "reporting person"), each at the
reporting person's expense, shall cause a firm of nationally recognized
Independent public accountants (who may also render other services to the
reporting person), which is a member of the American Institute of Certified
Public Accountants, to furnish a statement (an "Accountant's Statement") to the
Trustee, the Bond Administrator, the Depositor, the Serviced Companion Loan
Noteholders (and the Person who signs the Sarbanes-Oxley Certification pursuant
to any related Serviced Companion Loan Securitization Agreement on which such
Person and such Person's partner, representative, Affiliate, member, manager,
director, officer, employee or agent may rely), the Trustee, the Underwriters
and the Rating Agencies, to the effect that such firm has examined certain
documents and records relating to the servicing of similar mortgage loans under
similar agreements and that, on the basis of such examination conducted
substantially in compliance with generally accepted auditing standards and the
Uniform Single Attestation Program for Mortgage Bankers or the Audit Program for
Mortgages serviced for Freddie Mac, such servicing has been conducted in
compliance with similar agreements except for such significant exceptions or
errors in records that, in the opinion of such firm, generally accepted auditing
standards and the Uniform Single Attestation Program for Mortgage Bankers or the
Audit Program for Mortgages serviced for Freddie Mac require it to report, in
which case such exceptions and errors shall be so reported. Each reporting
person shall obtain from the related accountants, or shall prepare, an
electronic version of each Accountant's Statement and provide such electronic
version to the Bond Administrator for filing in accordance with the procedures
set forth in Section 3.22 hereof. With respect to any electronic version of an
Accountant's Statement prepared by the reporting person, the reporting person
shall receive written confirmation from the related accountants that such
electronic version is a conformed copy of the original Accountant's Statement.

            Section 3.16 Access to Certain Documentation. The Servicer and
Special Servicer shall provide to any Certificateholders and the Serviced
Companion Loan Noteholders that are federally insured financial institutions,
the Federal Reserve Board, the FDIC and the OTS and the supervisory agents and
examiners of such boards and such corporations, and any other governmental or
regulatory body to the jurisdiction of which any Certificateholder or Serviced
Companion Loan Noteholder is subject, access to the documentation regarding the
Mortgage Loans or the Serviced Whole Loans, as applicable, required by
applicable regulations of the Federal Reserve Board, FDIC, OTS or any such
governmental or regulatory body, such access being afforded without charge but
only upon reasonable request and during normal business hours at the offices of
the Servicer or Special Servicer. In addition, upon reasonable prior notice to
the Servicer or the Special Servicer, as the case may be, the Depositor or their
accountants or other representatives shall have access to review the documents,
correspondence and records of the Servicer or the Special Servicer, as the case
may be, as they relate to a Mortgaged Property and any REO Property during
normal business hours at the offices of the Servicer or the Special Servicer, as
the case may be. Nothing in this Section 3.16 shall detract from the obligation
of the Servicer and Special Servicer to observe any applicable law prohibiting
disclosure of information with respect to the Borrowers, and the failure of the
Servicer and Special Servicer to provide access as provided in this Section 3.16
as a result of such obligation shall not constitute a breach of this Section
3.16.

            Section 3.17 Title and Management of REO Properties and REO
Accounts. (a) In the event that title to any Mortgaged Property is acquired for
the benefit of Certificateholders (and, in the case of the Serviced Whole Loans,
the related Serviced Companion Loan Noteholders) in foreclosure, by deed in lieu
of foreclosure or upon abandonment or reclamation from bankruptcy, the deed or
certificate of sale shall be taken in the name of the Trustee, or its nominee
(which shall not include the Servicer), or a separate Trustee or co-Trustee, on
behalf of the Trust Fund (and, in the case of the Serviced Whole Loans, the
related Serviced Companion Loan Noteholders). The Special Servicer, on behalf of
the Trust Fund (and, in the case of the Serviced Whole Loans, the related
Serviced Companion Loan Noteholders), shall dispose of any REO Property prior to
the close of the third calendar year following the year in which the Trust Fund
acquires ownership of such REO Property for purposes of Section 860G(a)(8) of
the Code, unless (i) the Special Servicer on behalf of the Lower-Tier REMIC has
applied for an extension of such period pursuant to Sections 856(e)(3) and
860G(a)(8)(A) of the Code, in which case the Special Servicer shall sell such
REO Property within the applicable extension period or (ii) the Special Servicer
seeks and subsequently receives an Opinion of Counsel (which opinion shall be an
expense of the Trust Fund and, in the case of the Serviced Whole Loans, the
related Serviced Pari Passu Companion Loan Noteholders on a pro rata basis based
on the Mortgage Loan's or related Serviced Pari Passu Companion Loan's, as
applicable, Stated Principal Balance; provided that with respect to the General
Motors Building Whole Loan, such expenses shall be allocated first to the
related Serviced B Loan Noteholders and second, to the extent such expense
remains unpaid, to the General Motors Building Mortgage Loan and the related
Serviced Pari Passu Companion Loan Noteholders on a pro rata basis based on the
General Motors Building Mortgage Loan's or the Serviced Pari Passu Companion
Loan's, as applicable, Stated Principal Balance), addressed to the Special
Servicer the Trustee and the Bond Administrator, to the effect that the holding
by the Trust Fund of such REO Property for an additional specified period will
not cause such REO Property to fail to qualify as "foreclosure property" within
the meaning of Section 860G(a)(8) of the Code (determined without regard to the
exception applicable for purposes of Section 860D(a) of the Code) at any time
that any Certificate is outstanding, in which event such period shall be
extended by such additional specified period subject to any conditions set forth
in such Opinion of Counsel. The Special Servicer, on behalf of the Trust Fund
(and, in the case of the Serviced Whole Loans, the related Serviced Companion
Loan Noteholders), shall dispose of any REO Property held by the Trust Fund
prior to the last day of such period (taking into account extensions) by which
such REO Property is required to be disposed of pursuant to the provisions of
the immediately preceding sentence in a manner provided under Section 3.18
hereof. The Special Servicer shall manage, conserve, protect and operate each
REO Property for the Certificateholders (and, in the case of the Serviced Whole
Loans, the related Serviced Companion Loan Noteholders) solely for the purpose
of its prompt disposition and sale in a manner which does not cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code (determined without regard to the exception
applicable for purposes of Section 860D(a)).

            (b) The Special Servicer shall have full power and authority,
subject only to the Servicing Standard and the specific requirements and
prohibitions of this Agreement, to do any and all things in connection with any
REO Property as are consistent with the manner in which the Special Servicer
manages and operates similar property owned or managed by the Special Servicer
or any of its Affiliates, all on such terms and for such period as the Special
Servicer deems to be in the best interests of Certificateholders and, in the
case of the Serviced Whole Loans, the related Serviced Companion Loan
Noteholders and, in connection therewith, the Special Servicer shall agree to
the payment of management fees that are consistent with general market
standards. Consistent with the foregoing, the Special Servicer shall cause or
permit to be earned with respect to such REO Property any "net income from
foreclosure property," within the meanings of Section 860G(c) of the Code, which
is subject to tax under the REMIC Provisions, only if it has determined, and has
so advised the Trustee, the Bond Administrator in writing, that the earning of
such income on a net after-tax basis could reasonably be expected to result in a
greater recovery on behalf of Certificateholders (and, in the case of the
Serviced Whole Loans, the related Serviced Companion Loan Noteholders) than an
alternative method of operation or rental of such REO Property that would not be
subject to such a tax.

            The Special Servicer shall segregate and hold all revenues received
by it with respect to any REO Property separate and apart from its own funds and
general assets and shall establish and maintain with respect to any REO Property
a segregated custodial account (each, an "REO Account"), each of which shall be
an Eligible Account and shall be entitled "Wells Fargo Bank, N.A., as Trustee,
in trust for Holders of Deutsche Mortgage & Asset Receiving Corporation, COMM
2005-LP5 Commercial Mortgage Pass-Through Certificates REO Account." With
respect to an REO Property securing a Serviced Whole Loan, the Special Servicer
shall establish an REO Account solely with respect to such property (each such
account, a "Serviced Whole Loan REO Account"), each of which shall be an
Eligible Account and shall be entitled "Wells Fargo Bank, N.A., as Trustee, in
trust for Holders of Deutsche Mortgage & Asset Receiving Corporation, COMM
2005-LP5 Commercial Mortgage Pass-Through Certificates and the related Serviced
Companion Loan Noteholders REO Account," to be held for the benefit of the
Certificateholders and the related Serviced Companion Loan Noteholders. The
Special Servicer shall be entitled to withdraw for its account any interest or
investment income earned on funds deposited in an REO Account or a Serviced
Whole Loan REO Account to the extent provided in Section 3.07(b). The Special
Servicer shall deposit or cause to be deposited REO Proceeds in the REO Account
or the applicable Serviced Whole Loan REO Account within one Business Day after
receipt of such REO Proceeds, and shall withdraw therefrom funds necessary for
the proper operation, management and maintenance of such REO Property and for
other Property Protection Expenses with respect to such REO Property, including:

            (i) all insurance premiums due and payable in respect of any REO
      Property;

            (ii) all real estate taxes and assessments in respect of any REO
      Property that may result in the imposition of a lien thereon;

            (iii) all costs and expenses reasonable and necessary to protect,
      maintain, manage, operate, repair and restore any REO Property including,
      if applicable, the payments of any ground rents in respect of such REO
      Property; and

            (iv) any taxes imposed on the Upper-Tier REMIC or the Lower-Tier
      REMIC in respect of net income from foreclosure property in accordance
      with Section 4.05, and with respect to a Serviced Whole Loan such expenses
      shall be allocated pro rata to the Mortgage Loan and the related Serviced
      Companion Loan(s) (based on each loan's Stated Principal Balance and only
      to the extent that such Serviced Companion Loan is included in a REMIC;
      provided that with respect to the General Motors Building Whole Loan, such
      expenses shall be allocated first to the related Serviced B Loan
      Noteholders and second, to the extent such expense remains unpaid, to the
      General Motors Building Mortgage Loan and the related Serviced Pari Passu
      Companion Loan Noteholders on a pro rata basis based on the General Motors
      Building Mortgage Loan's or the Serviced Pari Passu Companion Loan's, as
      applicable, Stated Principal Balance).

            To the extent that such REO Proceeds are insufficient for the
purposes set forth in clauses (i) through (iii) above, the Servicer shall or, on
an emergency basis, in accordance with Section 3.24(b), the Special Servicer
may, make such Advance unless the Servicer or the Special Servicer, as
applicable, determines, in accordance with the Servicing Standard, that such
Property Advance would constitute a Nonrecoverable Advance (provided that with
respect to advancing insurance premiums or delinquent tax assessments the
Servicer shall comply with the provisions of the second to last paragraph in
Section 3.24(d)) and if the Servicer does not make any such Advance, the
Trustee, to the extent the Trustee has actual knowledge of the Servicer's
failure to make such Advance, shall make such Advance, unless in each case, the
Special Servicer, the Servicer or the Trustee, as applicable, determines that
such Advance would be a Nonrecoverable Advance. The Trustee shall be entitled to
rely, conclusively, on any determination by the Special Servicer or the
Servicer, as applicable, that an Advance, if made, would be a Nonrecoverable
Advance. The Trustee, when making an independent determination whether or not a
proposed Advance would be a Nonrecoverable Advance, shall be subject to the
standards applicable to the Servicer hereunder. The Special Servicer, Servicer
or the Trustee, as applicable, shall be entitled to reimbursement of such
Advances (with interest at the Advance Rate) made pursuant to the preceding
sentence, to the extent permitted by Section 3.06. The Special Servicer shall
withdraw from each REO Account or Serviced Whole Loan REO Account, as
applicable, and remit to the Servicer for deposit into the Collection Account or
the applicable Serviced Whole Loan Collection Account, as applicable, on a
monthly basis prior to or on the related Due Date the Net REO Proceeds received
or collected from each REO Property, except that in determining the amount of
such Net REO Proceeds, the Special Servicer may retain in each REO Account or
Serviced Whole Loan REO Account, as applicable, reasonable reserves for repairs,
replacements and necessary capital improvements and other related expenses.

            Notwithstanding the foregoing, the Special Servicer shall not:

            (i) permit any New Lease to be entered into, renewed or extended, if
      the New Lease by its terms will give rise to any income that does not
      constitute Rents from Real Property;

            (ii) permit any amount to be received or accrued under any New
      Lease, other than amounts that will constitute Rents from Real Property;

            (iii) authorize or permit any construction on any REO Property,
      other than the repair or maintenance thereof or the completion of a
      building or other improvement thereon, and then only if more than ten
      percent of the construction of such building or other improvement was
      completed before default on the related Mortgage Loan became imminent, all
      within the meaning of Section 856(e)(4)(B) of the Code; or

            (iv) Directly Operate or allow any Person to Directly Operate any
      REO Property on any date more than 90 days after its date of acquisition
      by the Trust Fund, unless such Person is an Independent Contractor;

unless, in any such case, the Special Servicer has requested and received an
Opinion of Counsel addressed to the Special Servicer, the Trustee and the Bond
Administrator (which opinion shall be an expense of the Trust Fund and, in the
case of the Serviced Whole Loans, the holders of the related Serviced Pari Passu
Companion Loan on a pro rata basis based on the Mortgage Loan's or related
Serviced Pari Passu Companion Loan's, as applicable, Stated Principal Balance;
provided that with respect to the General Motors Building Whole Loan, such
expenses shall be allocated first to the related Serviced B Loan Noteholders and
second, to the extent such expense remains unpaid, to the General Motors
Building Mortgage Loan and the related Serviced Pari Passu Companion Loan
Noteholders on a pro rata basis based on the General Motors Building Mortgage
Loan's or the Serviced Pari Passu Companion Loan's, as applicable, Stated
Principal Balance) to the effect that such action will not cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code (determined without regard to the exception
applicable for purposes of Section 860D(a) of the Code) at any time that it is
held by the Trust Fund, in which case the Special Servicer may take such actions
as are specified in such Opinion of Counsel.

            The Special Servicer shall be required to contract with an
Independent Contractor, the fees and expenses of which shall be an expense of
the Trust Fund (and, in the case of the Serviced Whole Loans, first of the
related Serviced B Loan Noteholder, if any, and second, to the extent such
expense remains unpaid, the Mortgage Loan and the related Serviced Pari Passu
Companion Loan Noteholders on a pro rata basis based on the Mortgage Loan's or
other Serviced Companion Loan's, as applicable, Stated Principal Balance) and
payable out of REO Proceeds, for the operation and management of any REO
Property, within 90 days of the Trust Fund's acquisition thereof (unless the
Special Servicer shall have provided the Trustee and the Bond Administrator with
an Opinion of Counsel that the operation and management of any REO Property
other than through an Independent Contractor shall not cause such REO Property
to fail to qualify as "foreclosure property" within the meaning of Code Section
860G(a)(8)) (which opinion shall be an expense of the Trust Fund and, in the
case of the Serviced Whole Loans and the holders of the related Pari Passu
Companion Loans on a pro rata basis based on the Mortgage Loan's or related
Serviced Pari Passu Companion Loan's, as applicable, Stated Principal Balance;
provided that with respect to the General Motors Building Whole Loan, such
expenses shall be allocated first to the related Serviced B Loan Noteholders and
second, to the extent such expense remains unpaid, to the General Motors
Building Mortgage Loan and the related Serviced Pari Passu Companion Loan
Noteholders on a pro rata basis based on the General Motors Building Mortgage
Loan's or the Serviced Pari Passu Companion Loan's, as applicable, Stated
Principal Balance), provided that:

            (i) the terms and conditions of any such contract shall be
      reasonable and customary for the area and type of property and shall not
      be inconsistent herewith;

            (ii) any such contract shall require, or shall be administered to
      require, that the Independent Contractor pay all costs and expenses
      incurred in connection with the operation and management of such REO
      Property, including those listed above, and remit all related revenues
      (net of such costs and expenses) to the Special Servicer as soon as
      practicable, but in no event later than 30 days following the receipt
      thereof by such Independent Contractor;

            (iii) none of the provisions of this Section 3.17(b) relating to any
      such contract or to actions taken through any such Independent Contractor
      shall be deemed to relieve the Special Servicer of any of its duties and
      obligations to the Trust Fund, the Trustee or the Bond Administrator on
      behalf of the Certificateholders, with respect to the operation and
      management of any such REO Property; and

            (iv) the Special Servicer shall be obligated with respect thereto to
      the same extent as if it alone were performing all duties and obligations
      in connection with the operation and management of such REO Property.

            The Special Servicer shall be entitled to enter into any agreement
with any Independent Contractor performing services for it related to its duties
and obligations hereunder for indemnification of the Special Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification.

            (c) Promptly following any acquisition by the Special Servicer of an
REO Property on behalf of the Trust Fund, the Special Servicer shall notify the
Servicer thereof, and, upon receipt of such notice, the Special Servicer shall
obtain an Updated Valuation thereof, but only in the event that any Updated
Valuation with respect thereto is more than 12 months old, in order to determine
the fair market value of such REO Property and shall notify the Depositor, the
Servicer, the Bond Administrator and with respect to a Serviced Whole Loan, the
holder of the related B Loan, if any, of the results of such appraisal. Any such
appraisal shall be conducted in accordance with Appraisal Institute standards
and the cost thereof shall be an expense of the Trust Fund (allocated, to the
Principal Balance Certificates in reverse-sequential order) and, in the case of
the Serviced Whole Loans, first to the related Serviced B Loan Noteholders, if
any, and second, to the extent such cost remains unpaid, to the Mortgage Loan
and the related Serviced Pari Passu Companion Loan Noteholders, if any, on a pro
rata basis based on the Mortgage Loan's or other Serviced Companion Loan's, as
applicable, Stated Principal Balance. The Special Servicer shall obtain a new
Updated Valuation or a letter update every 12 months thereafter until the REO
Property is sold.

            (d) When and as necessary, the Special Servicer shall send to the
Bond Administrator a statement prepared by the Special Servicer setting forth
the amount of net income or net loss, as determined for federal income tax
purposes, resulting from the operation and management of a trade or business on,
the furnishing or rendering of a non-customary service to the tenants of, or the
receipt of any other amount not constituting Rents from Real Property in respect
of, any REO Property in accordance with Sections 3.17(a) and 3.17(b).

            (e) Upon the disposition of any REO Property in accordance with this
Section 3.17, the Special Servicer shall calculate the Excess Liquidation
Proceeds allocable to a Mortgage Loan or the applicable Serviced Whole Loan, if
any, realized in connection with such sale.

            Section 3.18 Sale of Specially Serviced Loans and REO Properties.
(a) Each of the Controlling Class Representative and the Special Servicer (in
that order) may sell or purchase, or permit the sale or purchase of, a Mortgage
Loan (and in the case of the Non-Serviced Mortgage Loans, the Controlling Class
Representative may purchase such Mortgage Loans in accordance with the terms
specified in Section 3.18(l)(i) and to the extent not inconsistent therewith the
other sub-sections of this section 3.18) only on the terms and subject to the
conditions set forth in this Section 3.18 or as otherwise expressly provided in
or contemplated by Section 2.03(d) and Section 9.01 or in an applicable
Co-Lender Agreement or Other Pooling and Servicing Agreement. Notwithstanding
anything herein to the contrary and for the avoidance of doubt, the
FedEx-Bellingham B Loan Noteholder shall not have a right to buy out the related
Mortgage Loan at the Option Price and the General Motors Building B Loan
Noteholder shall not have a right to buy out the General Motors Building
Mortgage Loan at the Option Price. The FedEx-Bellingham B Loan Noteholder shall
be entitled to buy out the related Mortgage Loan under the circumstances and at
a price set forth in Section 6 of the related Co-Lender Agreement and the Class
GMB Directing Certificateholder shall be entitled to buy out the related
Mortgage Loan under the circumstances and at a price set forth in Section 11 of
the General Motors Building Agreement Among Noteholders. In addition, the Class
GMB Directing Certificateholder shall have the right to purchase the General
Motors Building B Loan (but not the General Motors Building Mortgage Loan) in
accordance with the terms set forth in Section 3.18(m).

            (b) Within 60 days after a Mortgage Loan (other than the
Non-Serviced Mortgage Loans) becomes a Defaulted Mortgage Loan (or, in the case
of a Balloon Loan, if a payment default shall have occurred with respect to the
related Balloon Payment, then after a Servicing Transfer Event shall have
occurred with respect to such Balloon Payment default), the Special Servicer
shall determine the fair value of such Mortgage Loan in accordance with the
Servicing Standard; provided, however, that such determination shall be made
without taking into account any effect the restrictions on the sale of such
Mortgage Loan contained herein may have on the value of such Defaulted Mortgage
Loan; provided, further, that if the Special Servicer is then in the process of
obtaining a new Appraisal with respect to the related Mortgaged Property, the
Special Servicer shall make its fair value determination as soon as reasonably
practicable (but in any event within 30 days) after its receipt of such new
Appraisal. The Special Servicer shall recalculate, from time to time, but not
less often than every 90 days, its determination of the fair value of a
Defaulted Mortgage Loan based upon changed circumstances, new information or
otherwise, in accordance with the Servicing Standard. The Special Servicer shall
notify the Trustee, the Servicer, each Rating Agency and the Controlling Class
Representative (and with respect to the Serviced Whole Loans, the Directing
Certificateholder and each Serviced Companion Loan Noteholder or if such
Serviced Companion Loan has been securitized, the applicable Serviced Companion
Loan Trustee (who shall promptly notify, in writing, the directing
certificateholder (as defined in the related Serviced Companion Loan
Securitization Agreement) of that securitization or an analogous party) promptly
upon its fair value determination and any adjustment thereto. In determining the
fair value of any Defaulted Mortgage Loan, the Special Servicer shall take into
account, among other factors, the period and amount of the delinquency on such
Mortgage Loan or Serviced Whole Loan, the occupancy level and physical condition
of the related Mortgaged Property, the state of the local economy in the area
where the Mortgaged Property is located, and the time and expense associated
with a purchaser's foreclosing on the related Mortgaged Property. In addition,
the Special Servicer shall refer to all other relevant information obtained by
it or otherwise contained in the Mortgage File; provided that the Special
Servicer shall take account of any change in circumstances regarding the related
Mortgaged Property known to the Special Servicer that has occurred subsequent
to, and that would, in the Special Servicer's reasonable judgment, materially
affect the value of the related Mortgaged Property reflected in the most recent
related Appraisal. Furthermore, the Special Servicer may consider available
objective third party information obtained from generally available sources, as
well as information obtained from vendors providing real estate services to the
Special Servicer, concerning the market for distressed real estate loans and the
real estate market for the subject property type in the area where the related
Mortgaged Property is located. The Special Servicer may, to the extent it is
reasonable to do so in accordance with the Servicing Standard, conclusively rely
on any opinions or reports of qualified Independent experts in real estate or
commercial mortgage loan matters with at least five years' experience in valuing
or investing in loans similar to the subject Specially Serviced Loan, selected
with reasonable care by the Special Servicer, in making such determination. All
reasonable costs and expenses incurred by the Special Servicer pursuant to this
Section 3.18(b) shall constitute, and be reimbursable as, Property Advances. The
other parties to this Agreement shall cooperate with all reasonable requests for
information made by the Special Servicer in order to allow the Special Servicer
to perform its duties pursuant to this Section 3.18(b).

            (c) Subject to the terms set forth in Section 2.03 and with respect
to any Whole Loan, subject to the purchase option of the related B Loan holder
in accordance with the related Co-Lender Agreement, if any, and subject to any
purchase option that a mezzanine lender may have in accordance with the related
mezzanine intercreditor agreement, in the event a Mortgage Loan (other than the
Non-Serviced Mortgage Loans) or a Serviced Whole Loan becomes a Defaulted
Mortgage Loan, the Controlling Class Representative and the Special Servicer
(but only if the Controlling Class Representative or the Special Servicer, as
applicable, is not an affiliate of the related Mortgage Loan Seller) (in that
order) shall have an assignable option (a "Purchase Option") to purchase such
Defaulted Mortgage Loan from the Trust Fund at a price (the "Option Price")
equal to (i) the Repurchase Price, if the Special Servicer has not yet
determined the fair value of the Defaulted Mortgage Loan, or (ii) the fair value
of the Defaulted Mortgage Loan as determined by the Special Servicer in the
manner described in Section 3.18(b) and in accordance with the Servicing
Standard, if the Special Servicer has made such fair value determination. Any
holder of a Purchase Option may sell, transfer, assign or otherwise convey its
Purchase Option with respect to any Defaulted Mortgage Loan to any party at any
time after the related Mortgage Loan becomes a Defaulted Mortgage Loan. The
transferor of any Purchase Option shall notify the Trustee, the Special Servicer
and the Servicer of such transfer and such notice shall include the transferee's
name, address, telephone number, facsimile number and appropriate contact
person(s) and shall be acknowledged in writing by the transferee.
Notwithstanding the foregoing, the Controlling Class Representative shall have
the right to exercise its Purchase Option prior to any exercise of the Purchase
Option by the Special Servicer; provided, however, if the Purchase Option is not
exercised by the Controlling Class Representative or any assignee thereof within
60 days of a Mortgage Loan becoming a Defaulted Mortgage Loan, then the Special
Servicer shall have the right to exercise its Purchase Option prior to any
exercise by the Controlling Class Representative and the Special Servicer or its
assignee may exercise such Purchase Option at any time during the 15-day period
immediately following the expiration of such 60-day period. Following the
expiration of such 15-day period, the Controlling Class Representative shall
again have the exclusive right to exercise the Purchase Option. If not exercised
earlier, the Purchase Option with respect to any Defaulted Mortgage Loan will
automatically terminate (i) once the related Defaulted Mortgage Loan is no
longer a Defaulted Mortgage Loan; provided, however, that if such Mortgage Loan
subsequently becomes a Defaulted Mortgage Loan, the related Purchase Option
shall again be exercisable after a new fair value calculation is made pursuant
to clause (b) above, (ii) upon the acquisition, by or on behalf of the Trust
Fund, of title to the related Mortgaged Property through foreclosure or deed in
lieu of foreclosure, (iii) the modification or pay-off, in full or at a
discount, of such Defaulted Mortgage Loan in connection with a workout, (iv)
upon a repurchase of a Defaulted Mortgage Loan by the applicable Mortgage Loan
Seller due to the Mortgage Loan Seller's breach of a representation or document
defect with respect to such Defaulted Mortgage Loan and (v) the purchase of any
B Loan holder or mezzanine lender in accordance with the related Co-Lender
Agreement, or mezzanine intercreditor agreement, as applicable. The "Option
Price" for any Serviced Companion Loan shall be determined in the same manner
set forth in this Section.

            (d) Upon receipt of notice from the Special Servicer indicating that
a Mortgage Loan has become a Defaulted Mortgage Loan, the holder (whether the
original grantee of such option or any subsequent transferee) of the Purchase
Option may exercise the Purchase Option by providing the Servicer, the Special
Servicer and the Trustee at least five days prior written notice thereof (the
"Purchase Option Notice"), in the form of Exhibit N-1 attached hereto, which
notice shall identify the Person that, on its own or through an Affiliate, will
acquire the related Mortgage Loan upon closing and shall specify a cash exercise
price at least equal to the Option Price. The Purchase Option Notice shall be
delivered in the manner specified in Section 3.18(c). The exercise of any
Purchase Option pursuant to this clause (d) shall be irrevocable.

            (e) If the Special Servicer or, if the Controlling Class
Representative is an affiliate of the Special Servicer, the Controlling Class
Representative or any of their respective Affiliates is identified in the
Purchase Option Notice as the Person expected to acquire the related Mortgage
Loan, the Servicer shall determine (or, if the Special Servicer has made such
determination, shall confirm) the fair value and must retain an appraiser or
other Independent third party (either of whom must be an MAI) (at the expense of
the Trust Fund and, in the case of the Serviced Whole Loans, the related
Serviced Pari Passu Companion Loan Noteholders on a pro rata basis based on the
related Mortgage Loan's or Serviced Pari Passu Companion Loan's, as applicable,
Stated Principal Balance; provided that with respect to the General Motors
Building Whole Loan, such expenses shall be allocated among the General Motors
Building Mortgage Loan, the General Motors Building B Loan and the General
Motors Building Pari Passu Loan, on a pro rata basis based on each such loan's
Stated Principal Balance) that the Servicer reasonably believes has the
requisite experience to assist it to determine the fair value (such person, the
"Third Party Appraiser") and obtain from such third party a determination as
soon as reasonably practicable after the Servicer has received the written
notice, of whether the Option Price represents fair value for the Defaulted
Mortgage Loan; provided that, if the Servicer requests the Third Party Appraiser
to perform a new Appraisal with respect to the related Mortgaged Property, then
the Third Party Appraiser retained by the Servicer shall make its fair value
determination with respect to such Mortgage Loan as soon as reasonably
practicable (but in any event within forty-five (45) days) after the completion
of such new Appraisal. Such fair value determination made by the Servicer shall
be made in accordance with the Servicing Standard; provided that, absent
manifest error, the Servicer may conclusively rely on the opinion of the Third
Party Appraiser in making such determination; provided that, in choosing such
Third Party Appraiser the Servicer shall use reasonable care in accordance with
the Servicing Standard. In determining the fair value of any Defaulted Mortgage
Loan, the Third Party Appraiser retained by the Servicer shall take into
account, among other factors, the period and amount of the delinquency on such
Mortgage Loan or Serviced Whole Loan, the occupancy level and physical condition
of the related Mortgaged Property, the state of the local economy in the area
where the Mortgaged Property is located, and the time and expense associated
with a purchaser's foreclosing on the related Mortgaged Property. In addition,
the Third Party Appraiser retained by the Servicer shall refer to the Servicing
Standard and all other relevant information delivered to it by the Servicer or
otherwise contained in the Mortgage File; provided that the Third Party
Appraiser retained by the Servicer shall take account of any known change in
circumstances regarding the related Mortgaged Property that has occurred
subsequent to, and that would, in its reasonable judgment, materially affect the
value of the related Mortgaged Property. Furthermore, the Third Party Appraiser
retained by the Servicer shall consider all available objective third-party
information obtained from generally available sources, concerning the market for
distressed real estate loans and the real estate market for the subject property
type in the area where the related Mortgaged Property is located. The Third
Party Appraiser retained by the Servicer may rely on the opinion and reports of
other parties in making such determination and on the most current Appraisal
obtained for the related Mortgaged Property pursuant to this Agreement. The
costs of the Third Party Appraiser and all appraisals, inspection reports and
broker opinions of value, reasonably incurred by such Third Party Appraiser or
otherwise incurred pursuant to this subsection shall be advanced by the Servicer
and shall constitute, and be reimbursable as Property Advances (or if such
advance is deemed to be a Nonrecoverable Advance such costs shall be
reimbursable as Trust Fund expenses from the Collection Account pursuant to
Section 3.06(b)) or the applicable Serviced Whole Loan Collection Account
pursuant to Section 3.06(c). The other parties to this Agreement shall cooperate
with all reasonable requests for information.

            (f) Unless and until the Purchase Option with respect to a Defaulted
Mortgage Loan is exercised, the Special Servicer shall pursue such other
resolution strategies available hereunder with respect to such Defaulted
Mortgage Loan, including, without limitation, workout and foreclosure, as the
Special Servicer may deem appropriate consistent with the Servicing Standard;
provided, however, the Special Servicer will not be permitted to sell the
Defaulted Mortgage Loan other than in connection with the exercise of the
related Purchase Option, or in connection with a repurchase under Section 2.03
by the related Mortgage Loan Seller or, with respect to a Serviced Whole Loan or
any Mortgage Loan or Serviced Whole Loan with a related mezzanine loan, the
exercise of the purchase option, if any, set forth in the related Co-Lender
Agreement or mezzanine intercreditor agreement, as applicable, by the holder of
the related B Loan or mezzanine lender. In connection with the foregoing, the
Special Servicer may charge prospective bidders, and may retain, fees that
approximate the Special Servicer's actual costs in the preparation and delivery
of information pertaining to such sales or evaluating bids without obligation to
deposit such amounts into the Collection Account or in the case of any Serviced
Whole Loan, the applicable Serviced Whole Loan Collection Account or the REO
Accounts.

            (g) The Special Servicer shall use reasonable efforts to solicit
offers for each REO Property in such manner as will be reasonably likely to
realize a fair price within the time period provided for by Section 3.17(a). The
Special Servicer (with the consent of the Directing Certificateholder) shall
accept the first (and, if multiple bids are contemporaneously received, highest)
cash bid received from any Person that constitutes a fair price for such REO
Property. If the Special Servicer determines, in its good faith and reasonable
judgment, that it will be unable to realize a fair price for any REO Property
within the time constraints imposed by Section 3.17(a), then the Special
Servicer (with the consent of the Directing Certificateholder) shall dispose of
such REO Property upon such terms and conditions as the Special Servicer shall
deem necessary and desirable to maximize the recovery thereon under the
circumstances and, in connection therewith, shall accept the highest outstanding
cash bid, regardless of from whom received.

            The Special Servicer shall give the Bond Administrator, the Servicer
and the Directing Certificateholder, not less than ten Business Days' prior
written notice of its intention to sell any REO Property, and notwithstanding
anything to the contrary herein, neither the Trustee, in its individual
capacity, nor any of its Affiliates may bid for or purchase any REO Property
pursuant hereto.

            (h) Whether any cash bid constitutes a fair price for any REO
Property, as the case may be, for purposes of Section 3.18(g), shall be
determined by the Special Servicer, if the highest bidder is a Person other than
the Special Servicer, and by the Trustee, if the highest bidder is the Special
Servicer; provided, however, that no bid from an Interested Person shall
constitute a fair price unless (i) it is the highest bid received and (ii) at
least two other bids are received from independent third parties. In determining
whether any offer received from an Interested Person represents a fair price for
any such REO Property, the Trustee shall be supplied with and shall rely on the
most recent appraisal or Updated Appraisal conducted in accordance with this
Agreement within the preceding 12-month period or in the absence of any such
appraisal, on a narrative appraisal prepared by an appraiser selected by the
Special Servicer if the Special Servicer is not making an offer with respect to
an REO Property (or by the Servicer if the Special Servicer is making such an
offer). The cost of any such narrative appraisal shall be covered by, and shall
be reimbursable as, a Property Advance. In determining whether any offer from a
Person other than an Interested Person constitutes a fair price for any such REO
Property, the Special Servicer shall take into account (in addition to the
results of any appraisal, updated appraisal or narrative appraisal that it may
have obtained pursuant to this Agreement within the prior 12 months), and in
determining whether any offer from an Interested Person constitutes a fair price
for any such REO Property, any appraiser shall be instructed to take into
account, as applicable, among other factors, the period and amount of the
occupancy level and physical condition of the Mortgaged Property or REO
Property, the state of the local economy and the obligation to dispose of any
REO Property within the time period specified in Section 3.17(a). The Repurchase
Price (which, in connection with the administration of an REO Property related
to a Serviced Whole Loan, shall be construed and calculated as if the loans in
such Serviced Whole Loan together constitute a single Mortgage Loan thereunder)
for any REO Property shall in all cases be deemed a fair price.

            (i) Subject to subsections (g) and (h) above, the Special Servicer
shall act on behalf of the Trustee in negotiating and taking any other action
necessary or appropriate in connection with the sale of any REO Property, and
the collection of all amounts payable in connection therewith. In connection
therewith, the Special Servicer may charge for its own account prospective
offerors, and may retain, fees that approximate the Special Servicer's actual
costs in the preparation and delivery of information pertaining to such sales or
exchanging offers without obligation to deposit such amounts into the Collection
Account or in the case of the Serviced Whole Loans, the applicable Serviced
Whole Loan Collection Account. Any sale of an REO Property shall be final and
without recourse to the Trustee or the Trust Fund (except such recourse to the
Trust Fund imposed by those representations and warranties typically given in
such transactions, any prorations applied thereto and any customary closing
matters), and if such sale is consummated in accordance with the terms of this
Agreement, none of the Special Servicer, the Servicer, the Depositor, the Bond
Administrator or the Trustee shall have any liability to any Certificateholder
or Serviced Companion Loan Noteholder with respect to the purchase price
therefor accepted by the Special Servicer or the Trustee.

            (j) Any sale of an REO Property shall be for cash only.

            (k) Notwithstanding any of the foregoing paragraphs of this Section
3.18, the Special Servicer shall not be obligated to accept the highest cash
offer if the Special Servicer determines, in its reasonable and good faith
judgment, that rejection of such offer would be in the best interests of the
Certificateholders and, in the case of a Serviced Whole Loan, in the best
interests of the related Serviced Companion Loan Noteholders, and the Special
Servicer may accept a lower cash offer (from any Person other than itself or an
Affiliate) if it determines, in its reasonable and good faith judgment, that
acceptance of such offer would be in the best interests of the
Certificateholders (for example, if the prospective buyer making the lower offer
is more likely to perform its obligations or the terms offered by the
prospective buyer making the lower offer are more favorable) and, in the case of
any Serviced Whole Loan, in the best interests of the related Serviced Companion
Loan Noteholders.

            (l) With respect to the 63 Madison Avenue Mortgage Loan or the
Lakeside Mall Mortgage Loan, as applicable, the parties hereto agree and
acknowledge that, pursuant to the GECMC 2005-C1 Pooling and Servicing Agreement,
such Mortgage Loan as well as the related Pari Passu Loan may each be subject to
a fair value Purchase Option if the related Pari Passu Loan that was deposited
into the trust created under the GECMC 2005-C1 Pooling and Servicing Agreement
becomes a defaulted mortgage loan (in accordance with the terms of the GECMC
2005-C1 Pooling and Servicing Agreement). Upon receipt of notice that the 63
Madison Avenue Whole Loan or the Lakeside Mall Whole Loan, as applicable, has
become a defaulted mortgage loan (in accordance with the GECMC 2005-C1 Pooling
and Servicing Agreement), the Controlling Class Representative shall have the
right to purchase the related Mortgage Loan from the Trust at a purchase price
determined in accordance with Section 3.18 of the GECMC 2005-C1 Pooling and
Servicing Agreement (by the parties set forth therein). Such option shall be
exercised in accordance with and shall otherwise be on the same terms as the
terms of Section 3.18 of the GECMC 2005-C1 Pooling and Servicing Agreement.

            (i) (A) With respect to the General Motors Building Mortgage Loan,
      the Wellpoint Office Tower Mortgage Loan and the Loews Miami Beach
      Mortgage Loan, as applicable, upon such Mortgage Loan becoming a Defaulted
      Mortgage Loan, the Trustee shall promptly notify, in writing, each related
      Serviced Companion Loan Noteholder (such notice shall include the option
      price for such Serviced Companion Loan as determined by the party to this
      Agreement determining the purchase price for the related Mortgage Loan) or
      if such Serviced Companion Loan has been securitized, the applicable
      Serviced Companion Loan Trustee (who shall be instructed to promptly
      notify, in writing, the "controlling class representative" (as defined in
      the related Serviced Companion Loan Securitization Agreement) of that
      securitization or an analogous party). Upon receipt of such notice, the
      related "controlling class representative" (as defined in the related
      Serviced Companion Loan Securitization Agreement) or analogous party shall
      have the right, at its option, to purchase its respective Serviced
      Companion Loan from the trust established pursuant to the related Serviced
      Companion Loan Securitization Agreement for a price equal to the Option
      Price, determined in accordance with Section 3.18 hereof, with respect to
      such Serviced Companion Loan. Such Purchase Option shall otherwise be on
      the same terms as the Purchase Option provided to the Controlling Class
      Representative in Section 3.18(c) mutatis mutandis.

                  (B) With respect to the FedEx-Bellingham Mortgage Loan, upon
            such Mortgage Loan becoming a Defaulted Mortgage Loan, the Trustee
            shall promptly notify, in writing, the holder of the
            FedEx-Bellingham B Loan. The Purchase Option with respect to the
            FedEx-Bellingham Mortgage Loan shall be subject to the purchase
            rights of the holder of the FedEx-Bellingham B Loan in accordance
            with the terms of and as set forth in the FedEx-Bellingham
            Intercreditor Agreement.

            (m) Notwithstanding anything to the contrary herein, the holders of
the General Motors Building B Loan and the Class GMB Directing Certificateholder
shall be entitled to purchase the General Motors Building Mortgage Loan in
accordance with the terms and conditions set forth in the related Co-Lender
Agreement, even after it has been purchased out of the Trust Fund pursuant to
this Section 3.18. The Servicer or the Special Servicer, as applicable, shall
determine the price to be paid in accordance with the terms of the related
Co-Lender Agreement in connection with any such purchase and shall provide such
notices to the holders of the General Motors Building B Loan and the Class GMB
Directing Certificateholder, as the case may be, as are required by the related
Co-Lender Agreement in connection with such holders' purchase rights.

            Subject to the terms set forth in Section 2.03 and subject to any
purchase option that a mezzanine lender may have pursuant to the related
mezzanine intercreditor agreement, in the event the General Motors Building B
Loan becomes a Defaulted Mortgage Loan, the Class GMB Directing
Certificateholder shall have an assignable option (a "General Motors Building B
Loan Purchase Option") to purchase the General Motors Building B Loan from the
Trust Fund at a price (the "General Motors Building B Loan Option Price") equal
to (i) the Repurchase Price, if the Special Servicer has not yet determined the
fair value of the General Motors Building B Loan, or (ii) the fair value of the
General Motors Building B Loan as determined by the Special Servicer in the
manner described in Section 3.18(b) and in accordance with the Servicing
Standard, if the Special Servicer has made such fair value determination. The
Class GMB Directing Certificateholder may sell, transfer, assign or otherwise
convey its General Motors Building B Loan Purchase Option with respect to the
General Motors Building B Loan to any party at any time after the General Motors
Building B Loan becomes a Defaulted Mortgage Loan (other than to an Affiliate of
a Borrower under the General Motors Building Whole Loan, unless the Class GMB
Directing Certificateholder first obtains from the Rating Agencies a written
confirmation that such transfer would not cause the downgrade, qualification or
withdrawal of the then current ratings assigned to any of the Certificates rated
by such Rating Agencies). The Class GMB Directing Certificateholder shall notify
the Trustee, the Special Servicer and the Servicer of such transfer and such
notice shall include the transferee's name, address, telephone number, facsimile
number and appropriate contact person(s) and shall be acknowledged in writing by
the transferee. If the Class GMB Directing Certificateholder sells, transfers or
otherwise conveys the General Motors Building B Loan Purchase Option to an
unaffiliated third party for no material consideration more than 90 days after
the occurrence of a Servicing Transfer Event with respect to the General Motors
Building Whole Loan, then the transferee shall pay a Liquidation Fee in
connection with the exercise of the General Motors Building B Loan Purchase
Option.

            If not exercised earlier, the General Motors Building B Loan
Purchase Option will automatically terminate (i) once the General Motors
Building B Loan is no longer a Defaulted Mortgage Loan; provided, however, that
if the General Motors Building B Loan subsequently becomes a Defaulted Mortgage
Loan, the related Purchase Option shall again be exercisable after a new fair
value calculation is made pursuant to clause (b) above, (ii) upon the
acquisition, by or on behalf of the Trust Fund, of title to the related
Mortgaged Property through foreclosure or deed in lieu of foreclosure, (iii) the
modification or pay-off, in full or at a discount, of such Defaulted Mortgage
Loan in connection with a workout or (iv) upon a repurchase of the General
Motors Building B Loan by the applicable Mortgage Loan Seller due to the
Mortgage Loan Seller's breach of a representation with respect to the General
Motors Building B Loan.

            Upon receipt of notice from the Special Servicer indicating that the
General Motors Building B Loan has become a Defaulted Mortgage Loan, the holder
(whether the original grantee of such option or any subsequent transferee) of
the General Motors Building B Loan Purchase Option may exercise the General
Motors Building B Loan Purchase Option by providing the Servicer, the Special
Servicer and the Trustee at least five days prior written notice thereof (the
"General Motors Building B Loan Purchase Option Notice"), in the form of Exhibit
N-2, which notice shall identify the Person that, on its own or through an
Affiliate, will acquire the General Motors Building B Loan upon closing and
shall specify a cash exercise price at least equal to the General Motors
Building B Loan Option Price. The General Motors Building B Loan Purchase Option
Notice shall be delivered in the manner specified in Section 3.18(c). The
exercise of any General Motors Building B Loan Purchase Option pursuant to this
paragraph shall be irrevocable.

            If the Class GMB Directing Certificateholder is an affiliate of the
Special Servicer and the Class GMB Directing Certificateholder or any of its
Affiliates is identified in the General Motors Building B Loan Purchase Option
Notice as the Person expected to acquire the General Motors Building B Loan, the
Servicer shall determine (or, if the Special Servicer has made such
determination, shall confirm) the fair value and must retain a Third Party
Appraiser and obtain from such third party a determination as soon as reasonably
practicable after the Servicer has received the written notice, of whether the
General Motors Building B Loan Option Price represents fair value for the
General Motors Building B Loan; provided that, if the Servicer requests the
Third Party Appraiser to perform a new Appraisal with respect to the related
Mortgaged Property, then the Third Party Appraiser retained by the Servicer
shall make its fair value determination with respect to the General Motors
Building B Loan as soon as reasonably practicable (but in any event within
forty-five (45) days) after the completion of such new Appraisal. Such fair
value determination made by the Servicer shall be made in accordance with the
Servicing Standard; provided that, absent manifest error, the Servicer may
conclusively rely on the opinion of the Third Party Appraiser in making such
determination; provided, further, that, in choosing such Third Party Appraiser
the Servicer shall use reasonable care in accordance with the Servicing
Standard. In determining the fair value of the General Motors Building B Loan,
the Third Party Appraiser retained by the Servicer shall take into account,
among other factors, the period and amount of the delinquency on the General
Motors Building B Loan, the occupancy level and physical condition of the
related Mortgaged Property, the state of the local economy in the area where the
Mortgaged Property is located, and the time and expense associated with a
purchaser's foreclosing on the related Mortgaged Property. In addition, the
Third Party Appraiser retained by the Servicer shall refer to the Servicing
Standard and all other relevant information delivered to it by the Servicer or
otherwise contained in the Mortgage File; provided that, the Third Party
Appraiser retained by the Servicer shall take account of any known change in
circumstances regarding the related Mortgaged Property that has occurred
subsequent to, and that would, in its reasonable judgment, materially affect the
value of the related Mortgaged Property. Furthermore, the Third Party Appraiser
retained by the Servicer shall consider all available objective third-party
information obtained from generally available sources, concerning the market for
distressed real estate loans and the real estate market for the subject property
type in the area where the related Mortgaged Property is located. The Third
Party Appraiser retained by the Servicer may rely on the opinion and reports of
other parties in making such determination and on the most current Appraisal
obtained for the related Mortgaged Property pursuant to this Agreement. The
costs of the Third Party Appraiser and all appraisals, inspection reports and
broker opinions of value, reasonably incurred by such Third Party Appraiser or
otherwise incurred pursuant to this subsection shall be advanced by the Servicer
and shall constitute, and be reimbursable as, Servicing Advances (or if such
advance is deemed to be a Nonrecoverable Advance such costs shall be
reimbursable as Trust Fund expenses pursuant to Section 3.06(c)(xvii) and
Section 3.06(b)(xviii)). The other parties to this Agreement shall cooperate
with all reasonable requests for information.

            Unless and until the General Motors Building B Loan Purchase Option
is exercised, the Special Servicer shall pursue such other resolution strategies
available hereunder with respect to the General Motors Building B Loan,
including, without limitation, workout and foreclosure, as the Special Servicer
may deem appropriate consistent with the Servicing Standard; provided, however,
the Special Servicer will not be permitted to sell the General Motors Building B
Loan other than in connection with the exercise of the General Motors Building B
Loan Purchase Option or pursuant to any purchase option in any related mezzanine
intercreditor agreement.

            Upon exercise of the General Motors Building B Loan Purchase Option,
the Class GMB Directing Certificateholder (or its assignee) shall be required to
pay the purchase price specified in its General Motors Building B Loan Purchase
Option Notice to the Servicer within ten Business Days of exercising the General
Motors Building B Loan Purchase Option. The proceeds of any sale of the General
Motors Building B Loan, after deduction of the expenses of such sale incurred in
connection therewith, shall be deposited by the Servicer within one Business Day
of receipt in the Serviced Whole Loan Custodial Account.

            Section 3.19 Additional Obligations of the Servicer and Special
Servicer; Inspections. (a) The Servicer (at its own expense) (or, with respect
to Specially Serviced Loans and REO Properties, the Special Servicer) shall
inspect or cause to be inspected each Mortgaged Property (other than the
Mortgaged Properties securing the Non-Serviced Mortgage Loans) at such times and
in such manner as is consistent with the Servicing Standard, but in any event
shall inspect each Mortgaged Property with an Allocated Loan Amount of (A)
$2,000,000 or more at least once every 12 months and (B) less than $2,000,000 at
least once every 24 months, in each case commencing in 2006 (or at such
decreased frequency as each Rating Agency shall have confirmed in writing to the
Servicer will not result a downgrade, qualification or withdrawal of the
then-current ratings assigned to any Class of the Certificates or class of
Serviced Companion Loan Securities); provided, however, that if any Mortgage
Loan or Serviced Whole Loan becomes a Specially Serviced Loan, the Special
Servicer is required to inspect or cause to be inspected the related Mortgaged
Property as soon as practicable but in no event less than 60 days after the
Mortgage Loan remains a Specially Serviced Loan. The reasonable cost of each
such inspection performed by the Special Servicer will be paid by the Servicer
as a Property Advance or if such Property Advance would not be recoverable, as
an Additional Trust Fund Expense. The Servicer or the Special Servicer, as
applicable, will be required to prepare a written report of the inspection
describing, among other things, the condition of and any damage to the Mortgaged
Property and specifying the existence of any material vacancies in the Mortgaged
Property, any sale, transfer or abandonment of the Mortgaged Property of which
it has actual knowledge, any material adverse change in the condition of the
Mortgaged Property, or any visible material waste committed on the Mortgaged
Property. The Servicer or Special Servicer, as applicable, shall send to the
Rating Agencies and, upon request, to the Underwriters within 20 days of
completion, each inspection report, unless the Rating Agencies and, upon
request, the Underwriters, as applicable, notify the Servicer or Special
Servicer, as applicable, that it does not want such reports.

            (b) With respect to each Mortgage Loan or Serviced Whole Loan, the
Servicer (or the Special Servicer, in the case of a Specially Serviced Loan)
shall enforce the Trustee's rights with respect to the Manager under the related
Loan Documents and Management Agreement.

            (c) With respect to any Mortgage Loan (other than a Specially
Serviced Loan and a Non-Serviced Mortgage Loan) that has been subject to a
Principal Prepayment and a Prepayment Interest Shortfall (other than at the
request of or with the consent of the Controlling Class Representative), the
Servicer shall deliver to the Bond Administrator on each Servicer Remittance
Date for deposit in the Lower-Tier Distribution Account, without any right of
reimbursement therefor, a cash payment (a "Servicer Prepayment Interest
Shortfall"), in an amount equal to the lesser of (x) the aggregate amount of
Prepayment Interest Shortfalls incurred in connection with Principal Prepayments
received in respect of the Mortgage Loans (other than a Specially Serviced Loan
and a Non-Serviced Mortgage Loan) during the related Collection Period, and (y)
the aggregate of (A) that portion of its Servicing Fees that is being paid in
such Collection Period with respect to the Mortgage Loans (other than a
Specially Serviced Loan and a Non-Serviced Mortgage Loan) and (B) all Prepayment
Interest Excess received during the related Collection Period on the Mortgage
Loans (other than a Specially Serviced Loan and a Non-Serviced Mortgage Loan)
serviced by the Servicer; provided, however, that the rights of the
Certificateholders to offset of the aggregate Prepayment Interest Shortfalls
shall not be cumulative. Notwithstanding the previous sentence, if any Mortgage
Loan (other than a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage
Loan) has been subject to a Principal Prepayment and a Prepayment Interest
Shortfall as a result of (i) the payment of insurance proceeds or condemnation
proceeds, (ii) subsequent to a default under the related Mortgage Loan Documents
(provided that the Servicer reasonably believes that acceptance of such
prepayment is consistent with the Servicing Standard, (iii) pursuant to
applicable law or a court order, the portion of the Servicing Fee described in
clause (A) of the preceding sentence shall be limited to that portion of its
Servicing Fees computed at a rate of 0.02% per annum and paid in such Collection
Period with respect to the Mortgage Loans (other than Specially Serviced Loans
and Non-Serviced Mortgage Loans).

            (d) The Servicer shall, as to each Mortgage Loan (other than a
Non-Serviced Mortgage Loan) or Serviced Whole Loan which is secured by the
interest of the related Borrower under a Ground Lease, promptly (and in any
event within 45 days) after the Closing Date notify the related ground lessor of
the transfer of such Mortgage Loan or Serviced Whole Loan to the Trust pursuant
to this Agreement and inform such ground lessor that any notices of default
under the related Ground Lease should thereafter be forwarded to the Servicer.

            Section 3.20 Authenticating Agent. The Bond Administrator may
appoint an Authenticating Agent to execute and to authenticate Certificates. The
Authenticating Agent must be acceptable to the Servicer and must be a
corporation organized and doing business under the laws of the United States of
America or any state, having a principal office and place of business in a state
and city acceptable to the Servicer, having a combined capital and surplus of at
least $15,000,000, authorized under such laws to do a trust business and subject
to supervision or examination by federal or state authorities. The Bond
Administrator shall serve as the initial Authenticating Agent and the Bond
Administrator hereby accepts such appointment.

            Any corporation into which the Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Authenticating Agent
shall be party, or any corporation succeeding to the corporate agency business
of the Authenticating Agent, shall be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Bond
Administrator or the Authenticating Agent.

            The Authenticating Agent may at any time resign by giving at least
30 days' advance written notice of resignation to the Bond Administrator, the
Bond Administrator, the Depositor and the Servicer. The Trustee may at any time
terminate the agency of the Authenticating Agent by giving written notice of
termination to the Authenticating Agent, the Depositor and the Servicer. Upon
receiving a notice of resignation or upon such a termination, or in case at any
time the Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 3.20, the Bond Administrator may appoint a successor
Authenticating Agent, which shall be acceptable to the Servicer and the
Depositor, and shall mail notice of such appointment to all Certificateholders.
Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of
its predecessor hereunder, with like effect as if originally named as
Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section 3.20.

            The Authenticating Agent shall have no responsibility or liability
for any action taken by it as such at the direction of the Bond Administrator.
Any compensation paid to the Authenticating Agent shall be an unreimbursable
expense of the Bond Administrator.

            Section 3.21 Appointment of Custodians. The Trustee shall be the
initial Custodian hereunder. The Trustee may appoint one or more Custodians to
hold all or a portion of the Mortgage Files on behalf of the Trustee and
otherwise perform the duties set forth in Article II, by entering into a
Custodial Agreement with any Custodian who is not the Trustee, the Bond
Administrator or the Depositor. The Trustee agrees to comply with the terms of
each Custodial Agreement and to enforce the terms and provisions thereof against
the Custodian for the benefit of the Certificateholders. The Trustee shall not
be liable for any act or omission of the Custodian under the Custodial
Agreement. Each Custodian shall be a depository institution subject to
supervision by federal or state authority, shall have a combined capital and
surplus of at least $10,000,000, shall have a long-term debt rating of at least
(x) "BBB" from S&P and "Baa" from Moody's and (y) to the extent that Fitch or
DBRS, as applicable, is rating a securitization transaction, into which a
Serviced Pari Passu Loan is deposited and such account relates to the related
Serviced Whole Loan, "BBB" from Fitch and/or DBRS, as applicable, or, if not
rated by Fitch and/or DBRS, an equivalent rating such as those listed above by
two nationally-recognized statistical rating organizations, and shall be
qualified to do business in the jurisdiction in which it holds any Mortgage
File. Each Custodial Agreement may be amended only as provided in Section 10.07.
Any compensation paid to the Custodian shall be an unreimbursable expense of the
Trustee. If the Custodian is an entity other than the Trustee, the Custodian
shall maintain a fidelity bond in the form and amount that are customary for
securitizations similar to the securitization evidenced by this Agreement. The
Custodian shall be deemed to have complied with this provision if one of its
Affiliates has such fidelity bond coverage and, by the terms of such fidelity
bond, the coverage afforded thereunder extends to the Custodian. In addition,
the Custodian shall keep in force during the term of this Agreement a policy or
policies of insurance covering loss occasioned by the errors and omissions of
its officers and employees in connection with its obligations hereunder in the
form and amount that are customary for securitizations similar to the
securitization evidenced by this Agreement. All fidelity bonds and policies of
errors and omissions insurance obtained under this Section 3.21 shall be issued
by a Qualified Insurer.

            Section 3.22 Reports to the Securities and Exchange Commission;
Available Information. (a) The Bond Administrator shall prepare, sign and file
(via EDGAR), on behalf of the Depositor, any and all Exchange Act Reports;
provided, however, that the Depositor shall prepare, sign and file with the
Commission the initial Form 8-K relating to the Trust Fund. Each Form 8-K shall
be filed by the Bond Administrator within 15 days after each Distribution Date,
including a copy of the monthly Distribution Date Statement for such
Distribution Date as an exhibit thereto. Each Exchange Act Report consisting of
an Annual Compliance Report shall be prepared as exhibits to an Annual Report on
Form 10-K and filed on or prior to March 31 of each calendar year.

            The Depositor hereby grants to the Bond Administrator a limited
power of attorney to execute and file each such Form 8-K and Form 10-K on behalf
of the Depositor. Such power of attorney shall continue until the earlier of
either (i) receipt by the Bond Administrator from the Depositor of written
termination of such power of attorney and (ii) the termination of the Trust.
Notwithstanding the foregoing, in the event that the Commission does not accept
a Sarbanes-Oxley Certification signed by the Depositor where the related Form
10-K is signed by the Bond Administrator on behalf of the Depositor, the Bond
Administrator shall prepare such Form 10-K to be signed by the Depositor and the
Depositor shall sign such form.

            All reports and notices to be filed by the Bond Administrator, other
than the monthly Distribution Date Statements and those reports available to
Certificateholders and prospective purchasers on the Bond Administrator's
website, shall be delivered by the Servicer to the Bond Administrator no later
than 3 days after each Distribution Date, and shall be in an 80 column text
format suitable for EDGAR filing, or in such other format that is acceptable to
the Bond Administrator from time to time.

            If information for any Exchange Act Report is incomplete by the date
on which such report is required to be filed under the Exchange Act, the Bond
Administrator or, with respect to any Annual Compliance Report relating to the
Servicer or the Special Servicer, the Servicer or the Special Servicer, as
applicable, shall prepare and execute a Form 12b-25 under the Exchange Act and
shall deliver an electronic version of such form to the Bond Administrator. The
Bond Administrator or the Servicer or the Special Servicer, as applicable, shall
file the related report in electronic form when such information is available.

            If permitted under Section 15(d) of the Exchange Act, the Bond
Administrator shall suspend filing reports with the Commission as of fiscal year
2005 and shall file a Form 15 with the Commission no later than January 31,
2006. The Depositor hereby grants to the Bond Administrator a limited power of
attorney to execute such Form 15 on behalf of the Depositor.

            (b) As and to the extent required by the Sarbanes-Oxley Act of 2002
(the "Sarbanes-Oxley Act") and the rules adopted by the Commission with respect
thereto, all Annual Reports on Form 10-K filed with the Commission shall include
such certification as complies in form and substance with the Sarbanes-Oxley Act
and the rules and regulations promulgated thereunder (such certification, the
"Sarbanes-Oxley Certification"; any party hereto whose officer is to sign, in
accordance with the Sarbanes-Oxley Act and the rules and regulations promulgated
thereunder, any Sarbanes-Oxley Certification with respect to the Trust, a
"Certifying Party"; and any officer who is to sign, in accordance with the
Sarbanes-Oxley Act and the rules and regulations promulgated thereunder, any
Sarbanes-Oxley Certification, a "Certifying Officer"). Upon request of any
Rating Agency, the Bond Administrator shall deliver a copy of such
Sarbanes-Oxley Certification to such Rating Agency.

            (c) The Depositor shall be the Certifying Party with respect to a
Sarbanes-Oxley Certification filed as part of an Annual Report on Form 10-K
relating to the Trust. In connection with the filing of any Annual Report on
Form 10-K with respect to the Trust as contemplated by Section 3.22(a), the
Certifying Party shall, no later than 10 days prior to the date on which the
Bond Administrator has indicated its intention to file such report, cause its
Certifying Officer to execute and deliver to the Bond Administrator, with
respect to the Trust, for filing with such Annual Report on Form 10-K, the
Sarbanes-Oxley Certification that is to be included as part of such Annual
Report on Form 10-K.

            (d) No later than five Business Days prior to any filing of a
subsequent Exchange Act Report that is to be made with respect to the Trust as
contemplated by Section 3.22(a), the Bond Administrator shall deliver a copy of
such report, together with all exhibits thereto, for review by the Depositor.
Promptly upon receipt of any such report and the accompanying exhibits, the
Depositor shall promptly (and in any event within two Business Days) review such
report and the accompanying exhibits and notify the Bond Administrator of any
material misstatements or omissions relating thereto that come to its attention,
which material misstatements or omissions the Bond Administrator shall correct
(with written evidence of such correction to be sent to the Depositor) prior to
the filing of such report and the accompanying exhibits.

            (e) No later than 10 days prior to the date on which the Bond
Administrator has indicated its intention to file any Annual Report on Form 10-K
with respect to the Trust (but no earlier than March 20 of the year in which
such Annual Report on Form 10-K is to be filed), the Bond Administrator shall
cause the appropriate officer of the Bond Administrator (i.e., the officer
thereof that would have qualified as a Certifying Officer) to execute and
deliver to each Certifying Party and Certifying Officer a certification (a "Bond
Administrator Backup Certification"), which Bond Administrator Backup
Certification shall be in the form of Exhibit O attached hereto. The Bond
Administrator shall indemnify and hold harmless each Certifying Party and
Certifying Officer to whom it delivers any Bond Administrator Backup
Certification for all losses, liabilities, claims, damages, costs and expenses
(including reasonable attorneys' fees and expenses) resulting from a breach of
any certification made in such Bond Administrator Backup Certification, as well
as any other losses, claims, damages, costs and expenses (including reasonable
attorneys' fees and expenses) incurred by such Certifying Party or Certifying
Officer, as the case may be, in connection with the execution and delivery of
the subject Sarbanes-Oxley Certification resulting from the negligence, bad
faith or willful misfeasance of the Bond Administrator in connection with the
performance by the Bond Administrator of its duties hereunder.

            (f) No later than 10 days prior to the date on which the Bond
Administrator has indicated its intention to file any Annual Report on Form 10-K
with respect to the Trust, the Servicer shall execute and deliver to each
Certifying Party and Certifying Officer a certification (a "Servicer Backup
Certification"), which Servicer Backup Certification shall be in the form of
Exhibit P attached hereto. The Servicer shall indemnify and hold harmless each
Certifying Party and Certifying Officer to whom it delivers any Servicer Backup
Certification for all losses, liabilities, claims, damages, costs and expenses
(including reasonable attorneys' fees and expenses) resulting from a breach of
any certification made in such Servicer Backup Certification, as well as any
other losses, claims, damages, costs and expenses (including reasonable
attorneys' fees and expenses) incurred by such Certifying Party or Certifying
Officer, as the case may be, in connection with the execution and delivery of
the subject Sarbanes-Oxley Certification, in each case, resulting from the
negligence, bad faith or willful misfeasance of the Servicer in connection with
the performance by the Servicer of its duties hereunder. In addition, with
respect to each Serviced Pari Passu Loan on the date on which the Servicer
Backup Certification is delivered pursuant to the first sentence of this Section
3.22(f) on the date set forth in the preceding sentence (but in the year in
which the Person who signs such Sarbanes-Oxley Certification pursuant to the
related Serviced Companion Loan Securitization Agreement signs such
Sarbanes-Oxley Certification), the Servicer shall provide the Person who signs
the Sarbanes-Oxley Certification pursuant to any related Serviced Companion Loan
Securitization Agreement with a Servicer Backup Certification relating solely to
the applicable Serviced Pari Passu Loan on which such Person and such Person's
partner, representative, Affiliate, member, manager, director, officer, employee
or agent can rely. In addition, the Servicer shall cause each sub-servicing
agreement relating to the sub-servicing of a Mortgage Loan or Serviced Whole
Loan to provide that no later than 10 days prior to the date on which the Bond
Administrator has indicated its intention to file any Annual Report on Form 10-k
with respect to the Trust, the related sub-servicer shall execute to each
Certifying Party and Certifying Officer a certification (a "Sub-Servicer Backup
Certification"), which Sub-Servicer Backup Certification shall be in the form of
Exhibit M attached hereto. In addition, the sub-servicing agreement applicable
to a Serviced Whole Loan, if any, shall require the related sub-servicer to
provide the person who signs the Sarbanes-Oxley Certification pursuant to the
related Serviced Companion Loan Securitization Agreement with a Sub-Servicer
Backup Certification upon which such person can rely and on the date set forth
in the preceding sentence (but in the year in which the Person who signs such
Sarbanes-Oxley Certification pursuant to the related serviced Companion Loan
Securitization Agreement signs such Sarbanes-Oxley Certification).

            (g) No later than 10 days prior to the date on which the Bond
Administrator has indicated its intention to file any Annual Report on Form 10-K
(but no earlier than March 20 of the year in which such Annual Report on From
10-K is to be filed) with respect to the Trust, the Special Servicer shall cause
the appropriate officer of the Special Servicer (i.e., the officer thereof that
would have qualified as a Certifying Party) to execute and deliver to each
Certifying Party and Certifying Officer a certification (a "Special Servicer
Backup Certification"), which Special Servicer Backup Certification shall be in
the form of Exhibit Q attached hereto. The Special Servicer shall indemnify and
hold harmless each Certifying Party and Certifying Officer to whom it delivers
any Special Servicer Backup Certification for all losses, liabilities, claims,
damages, costs and expenses (including reasonable attorneys' fees and expenses)
resulting from a breach of its obligation to deliver any such Special Servicer
Backup Certification, as well as any other losses, claims, damages, costs and
expenses (including reasonable attorneys' fees and expenses) incurred by such
Certifying Party or Certifying Officer, as the case may be, in connection with
the execution and delivery of the subject Sarbanes-Oxley Certification resulting
from the negligence, bad faith or willful misfeasance of the Special Servicer in
connection with the performance by the Special Servicer of its duties hereunder.
In addition, with respect to each Serviced Pari Passu Loan on the date on which
the Special Servicer Backup Certification is delivered pursuant to the first
sentence of this Section 3.22(g) (but in the year in which the Person who signs
such Sarbanes-Oxley Certification pursuant to the related Serviced Companion
Loan Securitization Agreement signs such Sarbanes-Oxley Certification), the
Special Servicer shall provide the Person who signs the Sarbanes-Oxley
Certification pursuant to any related Serviced Companion Loan Securitization
Agreement with a Special Servicer Backup Certification relating solely to the
applicable Serviced Pari Passu Loan on which such Person and such Person's
partner, representative, Affiliate, member, manager, director, officer, employee
or agent can rely.

            (h) The respective parties hereto agree to cooperate with all
reasonable requests made by any Certifying Party or Certifying Officer in
connection with such Person's attempt to conduct any due diligence that such
Person reasonably believes to be appropriate in order to allow it to deliver any
Sarbanes-Oxley Certification or portion thereof with respect to the Trust. In
the event any of the Bond Administrator, the Servicer or the Special Servicer,
as the case may be, is terminated or resigns pursuant to the terms of this
Agreement, such party shall provide a Bond Administrator Certification, Servicer
Backup Certification or Special Servicer Backup Certification, as applicable, to
each Certifying Party and Certifying Officer (and the Person who signs the
Sarbanes-Oxley Certification pursuant to any Serviced Companion Loan
Securitization Agreement) pursuant to this Section 3.22 with respect to the
period of time such party was subject to this Agreement.

            (i) Unless the other parties hereto receive written notice from the
Bond Administrator to the contrary, the Bond Administrator hereby certifies that
it intends to file any Annual Report on Form 10-K with respect to the Trust for
any particular fiscal year on the last Business Day that is not more than 90
days following the end of such fiscal year. Unless an alternative time period is
provided for in this Agreement, the respective parties hereto shall deliver to
the Bond Administrator, not more than 60 days following the end of such fiscal
year, any items required to be delivered by such party that are to be an exhibit
to such Annual Report on Form 10-K.

            (j) In the event the parties to this Agreement desire to further
clarify or amend any provision of this Section 3.22, this Agreement shall be
amended to reflect the new agreement between the parties covering matters in
this Section 3.22 pursuant to Section 10.07, which amendment shall not require
any Opinion of Counsel or Rating Agency confirmations or the consent of any
Certificateholder or Serviced Companion Loan Noteholder; provided that no such
amendment shall diminish the filing requirements under this Section 3.22 on the
part of the parties to this Agreement, as a collective whole, in contravention
of applicable law; provided, further that each party to this Agreement may make
a decision as to any proposed amendment in accordance with this Section 3.22(j)
in its sole good faith discretion.

            (k) The Servicer shall, in accordance with such reasonable rules and
procedures as it may adopt (which may include the requirement that an agreement
be executed that provides that such information shall be used solely for
purposes of evaluating the investment characteristics of the Certificates and in
accordance with applicable law governing securities and containing customary
confidentiality provisions, to the extent the Servicer deems such an agreement
or provisions to be necessary or appropriate), also make available any
additional information relating to the Mortgage Loans, the Mortgaged Properties
or the Borrowers, for review by the Depositor, the Underwriters, the Rating
Agencies and any other Persons to whom the Servicer believes such disclosure is
appropriate, in each case except to the extent doing so is prohibited by
applicable law or by any related Loan Documents related to a Mortgage Loan.

            (l) The Servicer and the Special Servicer shall make available at
its offices during normal business hours, or send to the requesting party at the
expense of each such requesting party (other than the Bond Administrator, the
Rating Agencies, the Directing Certificateholder and the Depositor) for review
by the Depositor, the Trustee, the Rating Agencies, the Underwriters and any
other Persons to whom the Servicer or the Special Servicer, as applicable,
believes such disclosure to be appropriate the following items: (i) all
financial statements, occupancy information, rent rolls, retail sales
information, average daily room rates and similar information received by the
Servicer or the Special Servicer, as applicable, from each Borrower, (ii) the
inspection reports prepared by or on behalf of the Servicer or the Special
Servicer, as applicable, in connection with the property inspections pursuant to
Section 3.19, (iii) any and all modifications, waivers and amendments of the
terms of a Mortgage Loan entered into by the Servicer or the Special Servicer,
as applicable and (iv) any and all Officer's Certificates and other evidence
delivered to the Bond Administrator and the Depositor to support the Servicer's,
the Special Servicer's or the Trustee's determination that any Advance was, or
if made would be, a Nonrecoverable Advance. Copies of any and all of the
foregoing items shall be available, to the extent in their possession, from the
Servicer or the Special Servicer, as applicable, or the Bond Administrator, as
applicable, upon request.

            (m) Notwithstanding the obligations of the Servicer set forth in the
preceding provisions of this Section 3.22, the Servicer or the Special Servicer,
as applicable, may withhold any information not yet included in a Form 8-K filed
with the Commission or otherwise made publicly available with respect to which
the Bond Administrator, the Servicer or the Special Servicer, as applicable, has
determined that such withholding is appropriate.

            (n) Notwithstanding any provisions in this Agreement to the
contrary, the Bond Administrator shall not be required to review the content of
any Exchange Act Report for compliance with applicable securities laws or
regulations, completeness, accuracy or otherwise, and the Bond Administrator
shall have no liability with respect to any Exchange Act Report filed with the
Commission or delivered to Certificateholders. None of the Servicer, the Special
Servicer, the Trustee and the Bond Administrator shall be responsible for the
accuracy or completeness of any information supplied by a Borrower or a third
party for inclusion in any Form 8-K, and each of the Servicer, the Special
Servicer, the Trustee and the Bond Administrator, and each of their respective
directors, officers, employees and agents shall be indemnified and held harmless
by the Trust Fund against any loss, liability or expense incurred in connection
with any claim or legal action relating to any misstatement or omission or
alleged misstatement or omission therein. None of the Trustee, the Bond
Administrator, the Special Servicer and the Servicer shall have any
responsibility or liability with respect to any Exchange Act Report filed by the
Depositor (other than as provided in (x) sub-section (e) of this Section 3.22,
with respect to the Bond Administrator, (y) sub-section (f) of this Section
3.22, with respect to the Servicer and (z) sub-section (g) of this Section 3.22,
with respect to the Special Servicer), and each of the Servicer, the Special
Servicer, the Trustee and the Bond Administrator shall be indemnified and held
harmless by the Trust Fund against any loss, liability or expense incurred in
connection with any claim or legal action relating to any misstatement or
omission or alleged misstatement or omission therein (except with respect to any
misstatement or omission or alleged misstatement or omission in such party's own
backup certificate).

            Section 3.23 Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts and Reserve Accounts. The Servicer shall administer each Lock-Box
Account, Cash Collateral Account, Escrow Account and Reserve Account in
accordance with the related Mortgage or Loan Agreement, Cash Collateral Account
Agreement or Lock-Box Agreement, if any.

            Section 3.24 Property Advances. (a) The Servicer (or, to the extent
provided in Section 3.24(c), the Trustee) to the extent specifically provided
for in this Agreement, shall make any Property Advances as and to the extent
otherwise required pursuant to the terms hereof. For purposes of distributions
to Certificateholders and compensation to the Servicer, the Special Servicer or
the Trustee, Property Advances shall not be considered to increase the Stated
Principal Balance of any Mortgage Loan, notwithstanding that the terms of such
Mortgage Loan so provide.

            (b) Notwithstanding anything in this Agreement to the contrary, the
Special Servicer shall give the Servicer not less than five Business Days'
written notice with respect to any Property Advance to be made on any Specially
Serviced Loan, before the date on which the Servicer is required to make such
Property Advance with respect to such Specially Serviced Loan or REO Loan;
provided, however, that the Special Servicer shall be required to provide the
Servicer with only two Business Days' written notice in respect of Property
Advances required to be made on an urgent or emergency basis (which may include,
without limitation, Property Advances required to make tax or insurance
payments). In addition, in the event that the Property Advance must be made
sooner than the two Business Days referred to in the previous sentence, the
Special Servicer may make such Property Advances on an emergency basis with
respect to any Specially Serviced Loan or REO Loan.

            (c) The Servicer shall notify the Trustee in writing promptly upon,
and in any event within one Business Day after, becoming aware that it will be
unable to make any Property Advance required to be made pursuant to the terms
hereof, and in connection therewith, shall set forth in such notice the amount
of such Property Advance, the Person to whom it is to be paid, and the
circumstances and purpose of such Property Advance, and shall set forth therein
information and instructions for the payment of such Property Advance, and, on
the date specified in such notice for the payment of such Property Advance, or,
if the date for payment has passed or if no such date is specified, then within
five Business Days following such notice, the Trustee, subject to the provisions
of Section 3.24(d), shall pay the amount of such Property Advance in accordance
with such information and instructions.

            (d) The Special Servicer shall promptly furnish any party required
to make Property Advances hereunder with any information in its possession
regarding the Specially Serviced Loans and REO Properties as such party required
to make Property Advances may reasonably request for purposes of making
recoverability determinations. Any request by the Special Servicer that the
Servicer make a Property Advance shall be deemed to be a determination by the
Special Servicer that such requested Property Advance is not a Nonrecoverable
Property Advance.

            Notwithstanding anything herein to the contrary, no Property Advance
shall be required hereunder if the Person otherwise required to make such
Property Advance determines that such Property Advance would, if made,
constitute a Nonrecoverable Property Advance. In addition, the Servicer shall
not make any Property Advance to the extent that it has received written notice
that the Special Servicer has determined that such Property Advance would, if
made, constitute a Nonrecoverable Property Advance. In making such
recoverability determination, such Person will be entitled to (i) give due
regard to the existence of any Nonrecoverable Advance or Workout-Delayed
Reimbursement Amount with respect to other Mortgage Loans, the recovery of
which, at the time of such consideration, is being deferred or delayed by the
Servicer, the Special Servicer or the Trustee, as applicable, in light of the
fact that proceeds on the related Mortgage Loan are a source of recovery not
only for the Property Advance under consideration, but also as a potential
source of recovery of such Nonrecoverable Advance or Workout-Delayed
Reimbursement Amount which is being or may be deferred or delayed and (ii)
consider (among other things) only the obligations of the Borrower under the
terms of the related Mortgage Loan (or the related Serviced Whole Loan, as
applicable) as it may have been modified, to consider (among other things) the
related Mortgaged Properties in their "as is" or then current conditions and
occupancies, as modified by such party's assumptions (consistent with the
applicable Servicing Standard in the case of the Servicer or the Special
Servicer) regarding the possibility and effects of future adverse change with
respect to such Mortgaged Properties, to estimate and consider (consistent with
the Servicing Standard in the case of the Servicer or the Special Servicer)
(among other things) future expenses and to estimate and consider (among other
things) the timing of recoveries.

            The Servicer, the Special Servicer and the Trustee, as applicable,
shall consider Unliquidated Advances in respect of prior Property Advances for
purposes of nonrecoverability determinations as if such Unliquidated Advances
were unreimbursed Property Advances. If an Appraisal of the related Mortgaged
Property shall not have been obtained within the prior 12 month period (and the
Servicer and the Trustee shall each request any such appraisal from the Special
Servicer prior to ordering an Appraisal pursuant to this sentence) or if such an
Appraisal shall have been obtained but as a result of unforeseen occurrences,
such Appraisal does not, in the good faith determination of the Servicer, the
Special Servicer or the Trustee, reflect current market conditions, and the
Servicer or the Trustee, as applicable, and the Special Servicer cannot agree on
the appropriate downward adjustment to such Appraisal, the Servicer, the Special
Servicer or the Trustee, as the case may be, may, subject to its reasonable and
good faith determination that such Appraisal will demonstrate the
nonrecoverability of the related Advance, obtain an Appraisal for such purpose
at the expense of the Trust Fund (and, in the case of any Serviced Whole Loan,
first of the related Serviced B Loan Noteholders, if any, and second, to the
extent such expense remains unpaid, of the Mortgage Loan and the related
Serviced Pari Passu Companion Loan Noteholders, if any, on a pro rata basis
based on the Mortgage Loan's or the Serviced Pari Passu Companion Loan's, as
applicable, Stated Principal Balance).

            Any determination by the Servicer, the Special Servicer or the
Trustee that it has made a Nonrecoverable Property Advance or that any proposed
Property Advance, if made, would constitute a Nonrecoverable Property Advance
shall be evidenced in the case of the Servicer or the Special Servicer by a
certificate of a Servicing Officer delivered to the other and to the Trustee,
the Bond Administrator and the Depositor and, in the case of the Trustee, by a
certificate of a Responsible Officer of the Trustee, delivered to the Depositor,
the Bond Administrator, the Servicer and the Special Servicer, which in each
case sets forth such nonrecoverability determination and the considerations of
the Servicer, the Special Servicer or the Trustee, as applicable, forming the
basis of such determination (such certificate accompanied by, to the extent
available, income and expense statements, rent rolls, occupancy status, property
inspections and other information used by the Servicer, the Special Servicer or
the Trustee, as applicable, to make such determination, together with any
existing Appraisal or any Updated Appraisal); provided, however, that the
Special Servicer may, at its option, make a determination in accordance with the
Servicing Standard, that any Property Advance previously made or proposed to be
made is nonrecoverable and shall deliver to the Servicer and the Trustee notice
of such determination. Any such determination shall be conclusive and binding on
the Servicer, the Special Servicer and the Trustee.

            Any such Person may update or change its recoverability
determinations at any time (but not reverse any other Person's determination
that a Property Advance is a Nonrecoverable Advance) and (consistent with the
applicable Servicing Standard in the case of the Servicer or the Special
Servicer) may obtain, at the expense of the Trust (and, in the case of any
Serviced Whole Loan, first of the related Serviced B Loan Noteholders, if any,
and second, to the extent such expense remains unpaid, of the Trust Fund and the
related Serviced Pari Passu Companion Loan Noteholders, if any, on a pro rata
basis based on the Mortgage Loan's or Serviced Pari Passu Companion Loan's, as
applicable, Stated Principal Balance), any analysis, Appraisals or market value
estimates or other information for such purposes. Absent bad faith, any such
determination as to the recoverability of any Property Advance shall be
conclusive and binding on the Certificateholders and the Serviced Companion Loan
Noteholders.

            Notwithstanding the above, (i) the Trustee shall be entitled to rely
conclusively on any determination by the Servicer or the Special Servicer, as
applicable, that a Property Advance, if made, would be a Nonrecoverable Property
Advance and (ii) the Servicer will be entitled to rely conclusively on any
nonrecoverability determination of the Special Servicer. The Trustee, in
determining whether or not a Property Advance previously made is, or a proposed
Property Advance, if made, would be, a Nonrecoverable Property Advance shall be
subject to the standards applicable to the Servicer hereunder.

            With respect to the payment of insurance premiums and delinquent tax
assessments, in the event that the Servicer determines that a Property Advance
of such amounts would constitute a Nonrecoverable Advance, the Servicer shall
deliver notice of such determination to the Trustee and the Special Servicer.
Upon receipt of such notice, the Special Servicer shall determine (with the
reasonable assistance of the Servicer) whether the payment of such amount (i) is
necessary to preserve the related Mortgaged Property and (ii) would be in the
best interests of the Certificateholders and, in the case of any Serviced
Companion Loans, the related Serviced Companion Loan Noteholders. If the Special
Servicer determines that the payment of such amount (i) is necessary to preserve
the related Mortgaged Property and (ii) would be in the best interests of the
Certificateholders and, in the case of any Serviced Companion Loans, the related
Serviced Companion Loan Noteholders, the Special Servicer shall direct the
Servicer in writing to make such payment and the Servicer shall make such
payment, to the extent of available funds, from amounts in the Collection
Account or, if a Serviced Whole Loan is involved, from amounts in the applicable
Serviced Whole Loan Collection Account.

            Notwithstanding anything to the contrary contained in this Section
3.24, the Servicer may elect (but shall not be required) to make a payment out
of the Collection Account to pay for certain expenses specified in this sentence
notwithstanding that the Servicer has determined that a Property Advance with
respect to such expenditure would be a Nonrecoverable Property Advance (unless,
with respect to Specially Serviced Loans or REO Loans, the Special Servicer has
notified the Servicer to not make such expenditure), where making such
expenditure would prevent (i) the related Mortgaged Property from being
uninsured or being sold at a tax sale or (ii) any event that would cause a loss
of the priority of the lien of the related Mortgage, or the loss of any security
for the related Mortgage Loan; provided that in each instance, the Servicer
determines in accordance with the Servicing Standard (as evidenced by a
certificate of a Servicing Officer delivered to the Trustee) that making such
expenditure is in the best interests of the Certificateholders (and, in the case
of a Serviced Whole Loan, the related Serviced Companion Loan Noteholders), all
as a collective whole. The Servicer may elect to obtain reimbursement of
Nonrecoverable Property Advances from the Trust Fund in accordance with Section
3.06.

            (e) The Servicer, the Special Servicer and/or the Trustee, as
applicable, shall be entitled to the reimbursement of Property Advances made by
any of them to the extent permitted pursuant to Section 3.06, if applicable, of
this Agreement, together with any related Advance Interest Amount in respect of
such Property Advances, and the Servicer, the Special Servicer and the Trustee
each hereby covenants and agrees to promptly seek and effect the reimbursement
of such Property Advances from the related Borrowers to the extent permitted by
applicable law and the related Loan Documents.

            The parties acknowledge that, pursuant to the GECMC 2005-C1 Pooling
and Servicing Agreement, the GECMC 2005-C1 Servicer is obligated to make
servicing advances with respect to the 63 Madison Avenue Mortgage Loan and the
Lakeside Mall Mortgage Loan. The Other Servicer or, to the extent such party has
made an advance, the Other Special Servicer, the Other Trustee or fiscal agent
or other Persons making advances under the Other Pooling and Servicing
Agreement, shall be entitled to reimbursement (in accordance with Section
3.06(b) of this Agreement) for the pro rata portion (based on Stated Principal
Balance) of the related Mortgage Loan (after amounts allocated to the related B
Loan, if any) with respect to any Property Advance that is nonrecoverable (with,
in each case, any pro rata portion of accrued and unpaid interest thereon
provided for under the Other Pooling and Servicing Agreement) in the manner set
forth in the Other Pooling and Servicing Agreement and the related Co-Lender
Agreement, as applicable.

            The Servicer acknowledges that advancing coordination (including
with respect to Property Advances relating to a Whole Loan) among the Servicer
and the other master servicers under each Serviced Companion Loan Securitization
Agreement shall be conducted in the manner set forth in Section 4.07(f) of this
Agreement and the applicable Co-Lender Agreement.

            Section 3.25 Appointment of Special Servicer. (a) Lennar Partners,
Inc. is hereby appointed as the initial Special Servicer to service each
Specially Serviced Loan.

            (b) The Directing Certificateholder shall be entitled to remove (at
its own expense if such removal is without cause) the Special Servicer with or
without cause and to appoint a successor Special Servicer with respect to all of
the Specially Serviced Loans (or any Specially Serviced Loan that is a Serviced
Whole Loan); provided, that in the event that the Directing Certificateholder is
not the Controlling Class Representative, such Directing Certificateholder may
only terminate and appoint a replacement Special Servicer with respect to the
applicable Serviced Whole Loan. If there is a Special Servicer Event of Default,
the Special Servicer shall be removed and replaced pursuant to Sections 7.01(c)
and 7.02. The Trustee shall, promptly after receiving any such removal notice,
so notify the Bond Administrator and each Rating Agency. If the replacement
designated in such notice is consented to by the Trustee (such consent not to be
unreasonably withheld), the termination of the Special Servicer and appointment
of a successor Special Servicer pursuant to this Section 3.25(b) shall not be
effective until (i) each Rating Agency confirms to the Trustee in writing that
such appointment, in and of itself, would not cause a downgrade, qualification
or withdrawal of the then-current ratings assigned to any Class of Certificates
or if such successor Special Servicer shall also specially service a Serviced
Whole Loan, any class of related Serviced Companion Loan Securities, (ii) the
successor special servicer has assumed all of its responsibilities, duties and
liabilities hereunder pursuant to a writing reasonably satisfactory to the
Trustee and (iii) receipt by the Trustee of an Opinion of Counsel to the effect
that (x) the designation of such replacement to serve as Special Servicer is in
compliance with this Agreement, (y) such replacement will be bound by the terms
of this Agreement and (z) this Agreement will be enforceable against such
replacement in accordance with its terms. Any successor Special Servicer shall
make the representations and warranties provided for in Section 2.04(b) mutatis
mutandis. In addition, any replacement Special Servicer that will service any
Serviced Whole Loan shall meet any requirements specified in the related
Co-Lender Agreement.

            The existing Special Servicer shall be deemed to have been removed
simultaneously with such designated Person's becoming the Special Servicer
hereunder; provided, however, that the Special Servicer removed pursuant to this
Section shall be entitled to receive, and shall have received, all amounts
accrued or owing to it under this Agreement on or prior to the effective date of
such resignation and it shall continue to be entitled to any rights that accrued
prior to the date of such resignation (including the right to receive all fees,
expenses and other amounts accrued or owing to it under this Agreement, plus
interest at the Advance Rate with respect to any unpaid Property Advances made
by such Special Servicer with respect to periods prior to the date of such
removal and the right to receive any Workout Fee specified in Section 3.12(c) in
the event that the Special Servicer is terminated and any indemnification rights
that the Special Servicer is entitled to pursuant to Section 6.03(a))
notwithstanding any such removal. Such removed Special Servicer shall cooperate
with the Trustee and the replacement Special Servicer in effecting the
termination of the resigning Special Servicer's responsibilities and rights
hereunder, including without limitation the transfer within two Business Days to
the successor Special Servicer for administration by it of all cash amounts that
are thereafter received with respect to the Mortgage Loans.

            (c) The appointment of any such successor Special Servicer shall not
relieve the Servicer or the Trustee of their respective obligations to make
Advances as set forth herein; provided, however, the Servicer shall not be
liable for any actions or any inaction of such successor Special Servicer. Any
termination fee payable to the terminated Special Servicer (and it is
acknowledged that there is no such fee payable in the event of a termination for
breach of this Agreement) shall be paid by the Certificateholders or the
Directing Certificateholder, as applicable, so terminating the Special Servicer
and shall not in any event be an expense of the Trust Fund or any Serviced
Companion Loan Noteholder (unless such Serviced Companion Loan Noteholder is the
Directing Certificateholder).

            Section 3.26 Transfer of Servicing Between Servicer and Special
Servicer; Record Keeping; Asset Status Report. (a) Upon the occurrence of any
event specified in the definition of Specially Serviced Loan with respect to any
Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan
of which the Servicer has notice, the Servicer shall immediately give notice
thereof to the Special Servicer, the Trustee, the related Mortgage Loan Seller,
the Controlling Class Certificateholders and, if applicable, the related
Serviced Companion Loan Noteholders and shall use its best efforts to provide
the Special Servicer with all information, documents (but excluding the original
documents constituting the Mortgage File) and records (including records stored
electronically on computer tapes, magnetic discs and the like) relating to such
Mortgage Loan or Serviced Whole Loan, as applicable, and reasonably requested by
the Special Servicer to enable it to assume its duties hereunder with respect
thereto without acting through a sub-servicer. The Servicer shall use its best
efforts to comply with the preceding sentence within five Business Days of the
date such Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan
and in any event shall continue to act as Servicer and administrator of such
Mortgage Loan or Serviced Whole Loan until the Special Servicer has commenced
the servicing of such Mortgage Loan or Serviced Whole Loan, which shall occur
upon the receipt by the Special Servicer of the information, documents and
records referred to in the preceding sentence. With respect to each Mortgage
Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan that
becomes a Specially Serviced Loan, the Servicer shall instruct the related
Borrower to continue to remit all payments in respect of such Mortgage Loan or
Serviced Whole Loan to the Servicer. Notwithstanding the preceding sentence,
with respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) or
Serviced Whole Loan that becomes a Specially Serviced Loan, the Special Servicer
may instruct the related Borrower to remit all payments in respect of such
Mortgage Loan or Serviced Whole Loan to the Special Servicer, provided that the
payee in respect of such payments shall remain the Servicer. The Special
Servicer shall remit to the Servicer any such payments received by it pursuant
to the preceding sentence within one Business Day of receipt. The Servicer shall
forward any notices it would otherwise send to the Borrower of a Specially
Serviced Loan to the Special Servicer who shall send such notice to the related
Borrower.

            Upon determining that a Specially Serviced Loan has become a
Corrected Mortgage Loan, the Special Servicer shall immediately give notice
thereof to the Servicer, and upon giving such notice, such Mortgage Loan or
Serviced Whole Loan shall cease to be a Specially Serviced Loan in accordance
with the first proviso of the definition of Specially Serviced Loan, the Special
Servicer's obligation to service such Mortgage Loan or Serviced Whole Loan shall
terminate and the obligations of the Servicer to service and administer such
Mortgage Loan or Serviced Whole Loan as a Mortgage Loan or Serviced Whole Loan
that is not a Specially Serviced Loan shall resume. In addition, if the related
Borrower has been instructed, pursuant to the preceding paragraph, to make
payments to the Special Servicer, upon such determination, the Special Servicer
shall instruct the related Borrower to remit all payments in respect of such
Specially Serviced Loan directly to the Servicer.

            (b) In servicing any Specially Serviced Loan, the Special Servicer
shall provide to the Custodian originals of documents included within the
definition of "Mortgage File" for inclusion in the related Mortgage File (to the
extent such documents are in the possession of the Special Servicer) and copies
of any additional related Mortgage Loan information, including correspondence
with the related Borrower, and the Special Servicer shall promptly provide
copies of all of the foregoing to the Servicer as well as copies of any analysis
or internal review prepared by or for the benefit of the Special Servicer.

            (c) Not later than two Business Days preceding each date on which
the Servicer is required to furnish a report under Section 3.13(a) to the Bond
Administrator, the Special Servicer shall deliver to the Bond Administrator,
with a copy to the Servicer, a written statement describing, on a loan by loan
basis, (i) the amount of all payments on account of interest received on each
Specially Serviced Loan, the amount of all payments on account of principal,
including Principal Prepayments, on each Specially Serviced Loan, the amount of
Net Insurance Proceeds and Net Liquidation Proceeds received with respect to
each Specially Serviced Loan, and the amount of net income or net loss, as
determined from management of a trade or business on, the furnishing or
rendering of a non-customary service to the tenants of, or the receipt of any
rental income that does not constitute Rents from Real Property with respect to
the REO Property relating to each applicable Specially Serviced Loan, in each
case in accordance with Section 3.17 (it being understood and agreed that to the
extent this information is provided in accordance with Section 3.13(f), this
Section 3.26(c) shall be deemed to be satisfied) and (ii) such additional
information relating to the Specially Serviced Loans as the Servicer or the Bond
Administrator reasonably requests to enable it to perform its duties under this
Agreement. Such statement and information shall be furnished to the Servicer in
writing and/or in such electronic media as is acceptable to the Servicer.

            (d) Notwithstanding the provisions of the preceding Section 3.26(c),
the Servicer shall maintain ongoing payment records with respect to each of the
Specially Serviced Loans and shall provide the Special Servicer with any
information reasonably required by the Special Servicer to perform its duties
under this Agreement. The Special Servicer shall provide the Servicer with any
information reasonably required by the Servicer to perform its duties under this
Agreement.

            (e) [Reserved.]

            (f) No later than 30 days after a Mortgage Loan (other than the
Non-Serviced Mortgage Loans) or a Serviced Whole Loan becomes a Specially
Serviced Loan, the Special Servicer shall deliver to each Rating Agency, the
Servicer, the Controlling Class Representative, each related Serviced Companion
Loan Noteholder and upon request, the Underwriters, a report (the "Asset Status
Report") with respect to such Mortgage Loan or Serviced Whole Loan and the
related Mortgaged Property; provided, however, the Special Servicer shall not be
required to deliver an Asset Status Report to the Controlling Class
Representative if the Special Servicer and the Controlling Class Representative
are the same entity. Such Asset Status Report shall set forth the following
information to the extent reasonably determinable:

            (i) date of transfer of servicing of such Mortgage Loan or Serviced
      Whole Loan to the Special Servicer;

            (ii) summary of the status of such Specially Serviced Loan and any
      negotiations with the related Borrower;

            (iii) a discussion of the legal and environmental considerations
      reasonably known to the Special Servicer, consistent with the Servicing
      Standard, that are applicable to the exercise of remedies as aforesaid and
      to the enforcement of any related guaranties or other collateral for the
      related Mortgage Loan or Serviced Whole Loan and whether outside legal
      counsel has been retained;

            (iv) the most current rent roll and income or operating statement
      available for the related Mortgaged Property;

            (v) the Special Servicer's recommendations on how such Specially
      Serviced Loan might be returned to performing status (including the
      modification of a monetary term, and any work-out, restructure or debt
      forgiveness) and returned to the Servicer for regular servicing or
      foreclosed or otherwise realized upon (including any proposed sale of a
      Defaulted Mortgage Loan or REO Property);

            (vi) a copy of the last obtained Appraisal of the Mortgaged
      Property; and

            (vii) such other information as the Special Servicer deems relevant
      in light of the Servicing Standard.

            If within 10 Business Days of receiving an Asset Status Report, the
Controlling Class Representative (subject to Section 3.31 or 3.32, as
applicable) does not disapprove such Asset Status Report in writing, the Special
Servicer shall implement the recommended action as outlined in such Asset Status
Report; provided, however, that such Special Servicer may not take any action
that is contrary to applicable law, this Agreement, the Servicing Standard
(taking into consideration in the best interests of all the Certificateholders
and, with respect to any Serviced Whole Loan, the related Serviced Companion
Loan Noteholders) or the terms of the applicable Loan Documents. If the
Controlling Class Representative disapproves such Asset Status Report within
such 10 Business Day period, the Special Servicer will revise such Asset Status
Report and deliver to the Controlling Class Representative, the Rating Agencies
and the Servicer a new Asset Status Report as soon as practicable, but in no
event later than 30 Business Days after such disapproval. The Special Servicer
shall revise such Asset Status Report as described above in this Section 3.26(f)
until the Controlling Class Representative fails to disapprove such revised
Asset Status Report in writing within 10 Business Days of receiving such revised
Asset Status Report or until the Special Servicer makes a determination
consistent with the Servicing Standard, that such objection is not in the best
interests of all the Certificateholders and the related Serviced Companion Loan
Noteholders, if applicable. In any event, if the Controlling Class
Representative does not approve an Asset Status Report within 60 Business Days
from the first submission of an Asset Status Report, the Special Servicer may
act upon the most recently submitted form of Asset Status Report where required
to comply with the Servicing Standard. The Special Servicer may, from time to
time, modify any Asset Status Report it has previously delivered and implement
such report, provided such report shall have been prepared, reviewed and not
rejected pursuant to the terms of this Section, and in particular, shall modify
and resubmit such Asset Status Report to the Controlling Class Representative
(with a copy to the Bond Administrator) if (i) the estimated sales proceeds,
foreclosure proceeds, work-out or restructure terms or anticipated debt
forgiveness varies materially from the amount on which the original report was
based or (ii) the related Borrower becomes the subject of bankruptcy
proceedings. Notwithstanding the foregoing, the Special Servicer (i) may,
following the occurrence of an extraordinary event with respect to the related
Mortgaged Property, take any action set forth in such Asset Status Report before
the expiration of a 10 Business Day period if the Special Servicer has
reasonably determined that failure to take such action would materially and
adversely affect the interests of the Certificateholders and, if any Serviced
Whole Loan is involved, the related Serviced Companion Loan Noteholders, as a
collective whole, and it has made a reasonable effort to contact the Controlling
Class Representative and, if any Serviced Whole Loan is involved, the related
Serviced Companion Loan Noteholders and (ii) in any case, shall determine
whether such affirmative disapproval is not in the best interests of all the
Certificateholders and, if any Serviced Whole Loan is involved, the related
Serviced Companion Loan Noteholders (as a collective whole) pursuant to the
Servicing Standard, and, upon making such determination, shall implement the
recommended action outlined in the Asset Status Report. The Asset Status Report
is not intended to replace or satisfy any specific consent or approval right
which the Controlling Class Representative may have. Notwithstanding the
foregoing, with respect to any Serviced Whole Loan, the Directing
Certificateholder shall be entitled to a comparable Asset Status Report and the
related approval rights, but the procedure and timing for approval by the
Directing Certificateholder of the related Asset Status Report shall be governed
by the terms set forth in Section 3.31 or 3.32 of this Agreement, as applicable
to the related Serviced Whole Loan.

            The Special Servicer shall have the authority to meet with the
Borrower for any Specially Serviced Loan and take such actions consistent with
the Servicing Standard and the related Asset Status Report. The Special Servicer
shall not take any action inconsistent with the related Asset Status Report,
unless such action would be required in order to act in accordance with the
Servicing Standard, this Agreement, applicable law or the related Loan
Documents.

            No direction of the Directing Certificateholder shall (a) require,
permit or cause the Special Servicer to violate the terms of a Specially
Serviced Loan, applicable law or any provision of this Agreement, including, but
not limited to, Section 3.09, Section 3.18, Section 3.20 and Section 3.29 and
the Special Servicer's obligation to act in accordance with the Servicing
Standard and to maintain the REMIC status of the Lower-Tier REMIC and the
Upper-Tier REMIC, or (b) result in the imposition of a "prohibited transaction"
or "contribution" tax under the REMIC Provisions, or (c) expose the Servicer,
the Special Servicer, the Depositor, the Mortgage Loan Sellers, the Trust Fund,
the Trustee or their respective officers, directors, employees or agents to any
claim, suit or liability or (d) materially expand the scope of the Special
Servicer's, Trustee's, the Bond Administrator's or the Servicer's
responsibilities under this Agreement. The Special Servicer shall not be
required to follow any direction of the Directing Certificateholder described in
this paragraph.

            (g) The Servicer may, with the consent of the Directing
Certificateholder, effect two extensions of up to 6 months each of a Mortgage
Loan or Serviced Whole Loan with an original term-to-maturity of 5 years or
less; provided, however, that the related Borrower is in default with respect to
the Mortgage Loan or Serviced Whole Loan or, in the judgment of the Servicer,
such default is reasonably foreseeable. In addition, the Special Servicer may,
subject to the Servicing Standard and with the consent of the Directing
Certificateholder, extend the maturity of any Mortgage Loan or Serviced Whole
Loan that is not, at the time of such extension, a Specially Serviced Mortgage
Loan, in each case for up to two years, subject to a limit of a total of four
calendar years of extensions; provided that a default on a Balloon Payment with
respect to the subject Mortgage Loan or Serviced Whole Loan shall have occurred.

            Section 3.27 [Reserved].

            Section 3.28 Limitations on and Authorizations of the Servicer and
Special Servicer with Respect to Certain Mortgage Loans. (a) Prior to taking any
action with respect to a Mortgage Loan or a Serviced Whole Loan secured by
Mortgaged Properties located in a "one-action" state, the Servicer or Special
Servicer, as applicable, shall consult with legal counsel, the fees and expenses
of which shall be an expense of the Trust Fund (and, in the case of any Serviced
Whole Loan, first of the related Serviced B Loan Noteholders, if any, and
second, to the extent such expense remains unpaid, from the applicable Serviced
Whole Loan Collection Account from amounts allocable to the related Mortgage
Loan and the related Serviced Pari Passu Companion Loan , if any, on a pro rata
basis based on the Mortgage Loan's or Serviced Pari Passu Companion Loan's, as
applicable, Stated Principal Balance).

            (b) The Servicer shall send written notice to each Borrower and the
related Manager and clearing bank that, if applicable, the Servicer and/or the
Trustee has been appointed as the "Designee" of the "Lender" under any related
Lock-Box Agreement.

            (c) [Reserved.]

            (d) The Servicer (together with its employees, officer and
directors) shall not utilize the proprietary and nonpublic information that it
becomes aware of in servicing the Mortgage Loans (other than Non-Serviced
Mortgage Loans) to render advice in connection with, solicit, or otherwise
participate in the refinancing of any Mortgage Loans or Serviced Whole Loans
(whether at maturity or otherwise, unless the related Mortgage Loan Seller
confirms in writing that it will not pursue the refinancing of such Mortgaged
Property). Neither the Servicer nor the Special Servicer shall make its mortgage
loan servicing system available to the Servicer's or the Special Servicer's
affiliates engaged in the commercial mortgage origination business for the
purpose of soliciting additional lending business.

            (e) Without limiting the obligations of the Servicer hereunder with
respect to the enforcement of a Borrower's obligations under the related Loan
Documents, the Servicer agrees that it shall enforce the provisions of the Loan
Documents with respect to the collection of Prepayment Premiums and Yield
Maintenance Charges.

            (f) In the event that a Rating Agency shall charge a fee in
connection with providing confirmation hereunder that a proposed action will not
result in the downgrade, withdrawal, or qualification of any rating assigned to
any Class of Certificates or class of Serviced Companion Loan Securities (if
applicable), the Servicer shall require the related Borrower to pay such fee to
the full extent permitted under the applicable Loan Documents. In the event that
such fee remains unpaid, such fee shall be an expense of the Trust Fund
(allocated as an Additional Trust Fund Expense in the same manner as Realized
Losses as set forth in Section 4.01(f)) and, in the case of any Serviced Whole
Loan, the Trust Fund and the related Serviced Pari Passu Companion Loan
Noteholders on a pro rata basis based on the Mortgage Loan's or related Serviced
Pari Passu Companion Loan's, as applicable, Stated Principal Balance (provided
that with respect to the General Motors Building Whole Loan, such expenses (i)
prior to an event of default relating to such Whole Loan shall be allocated
among the General Motors Building Mortgage Loan, the General Motors Building B
Loan and the General Motors Building Pari Passu Loan, on a pro rata basis based
on each such loan's Stated Principal Balance and (ii) following an event of
default shall be allocated first to the related Serviced B Loan Noteholders and
second, to the extent such expense remains unpaid, to the General Motors
Building Mortgage Loan and the related Serviced Pari Passu Companion Loan
Noteholders on a pro rata basis based on the General Motors Building Mortgage
Loan's or the Serviced Pari Passu Companion Loan's, as applicable, Stated
Principal Balance), the costs of which may be advanced as a Property Advance.

            (g) The Servicer shall, in accordance with the Servicing Standard,
enforce the right of the Trust to recover any amounts owed by the Serviced
Companion Loan Noteholders to the Trust Fund pursuant to this Agreement and the
related Co-Lender Agreement (but in the case of any Serviced B Loan, subject to
Section 1.03). The cost of such enforcement on behalf of the Trust shall be paid
and reimbursable as a Property Advance.

            (h) With respect to a Mortgage Loan or Serviced Whole Loan with a
Stated Principal Balance equal to or greater than $20,000,000 to the extent not
inconsistent with the related Mortgage Loan or Serviced Whole Loan, the Servicer
shall not consent to a change of franchise affiliation with respect to a
Mortgaged Property unless it obtains written confirmation from Moody's and S&P
that such consent would not, in and of itself, result in a downgrade,
qualification or withdrawal of the then-current ratings assigned to the
Certificates and, if applicable, the Serviced Companion Loan Securities.

            Section 3.29 Certain Rights and Obligations of the Special Servicer.
(a) In addition to its rights and obligations with respect to Specially Serviced
Mortgage Loans, the Special Servicer has the right to approve any modification,
whether or not the applicable Mortgage Loan is a Specially Serviced Mortgage
Loan, to the extent described under Section 3.30 (and subject to Sections 3.31
or 3.32, as applicable) and to approve any waivers of due-on-sale or
due-on-encumbrance clauses as described above under Section 3.09, whether or not
the applicable Mortgage Loan is a Specially Serviced Mortgage Loan. With respect
to non Specially Serviced Mortgage Loans, the Servicer shall notify the Special
Servicer of any request for approval (a "Request for Approval") received
relating to the Special Servicer's above-referenced approval rights and forward
to the Special Servicer its written recommendation, analysis and any other
information or documents reasonably requested by the Special Servicer (to the
extent such information or documents are in the Servicer's possession). The
Special Servicer shall have 10 Business Days (from the date that the Special
Servicer receives the information it requested from the Servicer) to analyze and
make a recommendation with respect to a Request for Approval with respect to a
non Specially Serviced Mortgage Loan and, immediately following such 10 Business
Day period, is required to notify the Controlling Class Representative of such
Request for Approval and its recommendation with respect thereto. Following such
notice, the Controlling Class Representative shall have five Business Days from
the date it receives the Special Servicer recommendation and any other
information it may reasonably request (or, with respect to any Serviced Whole
Loan, such longer time period as may be provided in the related Co-Lender
Agreement) to approve any recommendation of the Special Servicer relating to any
Request for Approval. In any event, if the Controlling Class Representative does
not respond to a Request for Approval within the required 5 Business Days, the
Special Servicer may deem its recommendation approved by the Controlling Class
Representative and if the Special Servicer does not respond to a Request for
Approval within the required 15 Business Days, the Servicer may deem its
recommendation approved by the Special Servicer. With respect to a Specially
Serviced Mortgage Loan, the Special Servicer must notify the Controlling Class
Representative of any Request for Approval received relating to the Controlling
Class Representative's above-referenced approval rights and its recommendation
with respect thereto. The Controlling Class Representative shall have 10
Business Days (after receipt of all information reasonably requested) to approve
any recommendation of the Special Servicer relating to any such Request for
Approval. In any event, if the Controlling Class Representative does not respond
to any such Request for Approval within the required 10 Business Days, the
Special Servicer may deem its recommendation approved by the Controlling Class
Representative. Notwithstanding the foregoing, with respect to any Serviced
Whole Loan, the Directing Certificateholder shall be entitled to a comparable
Request for Approval, but the procedure and timing for approval by the Directing
Certificateholder of the related Request for Approval shall be governed by the
terms set forth in the related Intercreditor Agreement.

            (b) Neither the Servicer nor the Special Servicer shall be required
to take or refrain from taking any action pursuant to instructions from the
Directing Certificateholder that would cause it to violate applicable law, this
Agreement, including the Servicing Standard, or the REMIC Provisions.

            (c) The Servicer and the Special Servicer, as applicable, shall
discuss with the Controlling Class Representative, on a monthly basis, the
performance of any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or
Serviced Whole Loan that is a Specially Serviced Mortgage Loan, which is
delinquent, has been placed on a "Watch List" or has been identified by the
Servicer or Special Servicer as exhibiting deteriorating performance.

            Section 3.30 Modification, Waiver, Amendment and Consents. (a)
Subject to Sections 3.31 and 3.32, the Servicer or the Special Servicer, as
applicable, may agree to any modification, waiver or amendment of any term of,
forgive or defer interest on and principal of, capitalize interest on, permit
the release, addition or substitution of collateral securing any Mortgage Loan
(other than a Non-Serviced Mortgage Loan), and/or permit the release of the
Borrower on or any guarantor of any Mortgage Loan and/or permit any change in
the management company or franchise with respect to any Mortgaged Property
without the consent of the Trustee, any Certificateholder (other than the
Directing Certificateholder), to the extent provided in Section 3.26, subject,
however, to each of the following limitations, conditions and restrictions:

            (i) other than as provided in Sections 3.03 and 3.09 and except with
      respect to any Penalty Charges that the Servicer or Special Servicer, as
      applicable, may be entitled to as additional compensation under this
      Agreement, neither the Servicer nor the Special Servicer shall agree to
      any modification, waiver or amendment of any term of, or take any of the
      other acts referenced in this Section 3.30(a) (and, with respect to the
      Serviced Whole Loans, Section 3.31 or 3.32, as applicable) with respect
      to, any Mortgage Loan or Serviced Whole Loan, as applicable, that would
      affect the amount or timing of any related payment of principal, interest
      or other amount payable thereunder or, in the Servicer's or the Special
      Servicer's, as applicable, good faith and reasonable judgment, in
      accordance with the Servicing Standard, materially impair the security for
      such Mortgage Loan or Serviced Whole Loan, as applicable, or reduce the
      likelihood of timely payment of amounts due thereon or materially alter,
      substitute or increase the security for such Mortgage Loan or Serviced
      Whole Loan, as applicable (other than the alteration or construction of
      improvements thereon), or any guaranty or other credit enhancement with
      respect thereto (other than the substitution of a similar commercially
      available credit enhancement contract); provided, however, that the
      Special Servicer may agree to any modification, waiver or amendment of any
      term of, or take any of the other acts referenced in this Section 3.30(a)
      (and, with respect to the Serviced Whole Loans, Section 3.31 or 3.32, as
      applicable) with respect to a Specially Serviced Loan that would have any
      such effect, but only if, in the Special Servicer's reasonable and good
      faith judgment, in accordance with the Servicing Standard, a material
      default on such Specially Serviced Loan has occurred or a default in
      respect of payment on such Specially Serviced Loan is reasonably
      foreseeable, and such modification, waiver, amendment or other action is
      reasonably likely to produce a greater recovery to Certificateholders
      (and, in the case of any Serviced Whole Loan, the related Serviced
      Companion Loan Noteholders), on a present value basis, than would
      liquidation. Any such action taken by the Special Servicer shall be
      accompanied by an Officers' Certificate to such effect and to which is
      attached the present value calculation which establishes the basis for
      such determination, a copy of which shall be delivered to the Bond
      Administrator and to the Rating Agencies;

            (ii) the Special Servicer may not extend the Maturity Date of any
      Specially Serviced Loan beyond the date that is date occurring later than
      the earlier of (A)(i) two years prior to the Rated Final Distribution Date
      and (ii) with respect to a Serviced Whole Loan the date that is the
      earlier of two years from the Rated Final Distribution Date or the "rated
      final distribution date" of the related Serviced Companion Loan Securities
      unless 100% of the holders of the related Serviced Companion Loan
      Securities have consented to such extension and (B) in the case of a
      Specially Serviced Mortgage Loan secured by the related Borrower's
      interest in a ground lease, the date that is 20 years prior to the
      expiration date of such ground lease (or 10 years prior to the expiration
      date of such lease with the consent of the Directing Certificateholder if
      the Special Servicer gives due consideration to the remaining term of such
      ground lease);

            (iii) neither the Servicer nor the Special Servicer shall make or
      permit any modification, waiver or amendment of any term of any Mortgage
      Loan or Serviced Whole Loan that is not in default or with respect to
      which default is not reasonably foreseeable that would (A) be a
      "significant modification" of such Mortgage Loan or Serviced Whole Loan
      within the meaning of Treasury Regulations Section 1.860G-2(b) or (B)
      cause any Mortgage Loan or Serviced Whole Loan to cease to be a "qualified
      mortgage" within the meaning of Section 860G(a)(3) of the Code (provided,
      that neither the Servicer nor the Special Servicer shall be liable for
      decisions made under this subsection which were made in good faith and,
      unless it would constitute bad faith or negligence to do so, in reliance
      on Opinions of Counsel who is Independent of the Servicer or the Special
      Servicer, as applicable);

            (iv) neither the Servicer nor the Special Servicer shall permit any
      Borrower to add or substitute any collateral for an outstanding Mortgage
      Loan or Serviced Whole Loan, which collateral constitutes real property,
      unless (A) the Servicer or the Special Servicer, as applicable, shall have
      first determined, in its reasonable and good faith judgment, in accordance
      with the Servicing Standard, based upon a Phase I environmental assessment
      (and such additional environmental testing as the Servicer or the Special
      Servicer, as applicable, deems necessary and appropriate) prepared by an
      Independent Person who regularly conducts environmental assessments (and
      such additional environmental testing), at the expense of the related
      Borrower, that such additional or substitute collateral is in compliance
      with applicable environmental laws and regulations and that there are no
      circumstances or conditions present with respect to such new collateral
      relating to the use, management or disposal of any Hazardous Materials for
      which investigation, testing, monitoring, containment, clean-up or
      remediation would be required under any then-applicable environmental laws
      and/or regulations, and (B) such addition and/or substitution would not
      result in the downgrade, qualification or withdrawal of the rating then
      assigned by any Rating Agency to any Class of Certificates and, in the
      case of any Serviced Whole Loan, the related Serviced Companion Loan
      Securities (as confirmed in writing by each Rating Agency at the expense
      of the related Borrower); and

            (v) neither the Servicer nor the Special Servicer shall release or
      substitute any collateral securing an outstanding Performing Mortgage Loan
      except as provided in Section 3.10(i) and except in the case of a release
      where (A) the use of the collateral to be released will not, in the
      Servicer's or the Special Servicer's, as applicable, good faith and
      reasonable judgment, materially and adversely affect the net operating
      income being generated by or the use of the related Mortgaged Property,
      (B) except in the case of the release of non-material parcels, there is a
      corresponding principal paydown of such Mortgage Loan or Serviced Whole
      Loan in an amount at least equal to, or a delivery of substitute
      collateral with an appraised value at least equal to, the appraised value
      of the collateral to be released, (C) the remaining Mortgaged Property and
      any substitute collateral is, in the Servicer's or the Special Servicer's,
      as applicable, good faith and reasonable judgment, adequate security for
      the remaining Mortgage Loan or Serviced Whole Loan and (D) such release
      and/or substitution would not result in the downgrade, qualification or
      withdrawal of the rating then assigned by any Rating Agency to any Class
      of Certificates and, in the case of any Serviced Whole Loan, the related
      Serviced Companion Loan Securities (as confirmed in writing by each Rating
      Agency);

provided that notwithstanding clauses (i) through (v) above, neither the
Servicer nor the Special Servicer shall be required to oppose the confirmation
of a plan in any bankruptcy or similar proceeding involving a Borrower if in its
reasonable and good faith judgment such opposition would not ultimately prevent
the confirmation of such plan or one substantially similar. Neither the Servicer
nor the Special Servicer shall extend the Maturity Date on any Mortgage Loan
except pursuant to Section 3.26(g) or this Section 3.30(a) and with respect to a
Serviced Whole Loan, Section 3.31 or Section 3.32, as applicable, or as
otherwise required under the related Loan Documents.

            (b) Neither the Servicer nor the Special Servicer shall have any
liability to the Trust Fund, the Certificateholders or, if applicable, Serviced
Companion Loan Noteholders or any other Person if its analysis and determination
that the modification, waiver, amendment or other action contemplated by Section
3.30(a) is reasonably likely to produce a greater recovery to Certificateholders
and, if applicable, Serviced Companion Loan Noteholders, on a present value
basis than would liquidation, should prove to be wrong or incorrect, so long as
the analysis and determination were made on a reasonable basis in good faith and
in accordance with the Servicing Standard by the Servicer or the Special
Servicer, as applicable, and the Servicer or the Special Servicer, as
applicable, was not negligent in ascertaining the pertinent facts.

            (c) Any payment of interest, which is deferred pursuant to any
modification, waiver or amendment permitted hereunder, shall not, for purposes
hereof, including, without limitation, calculating monthly distributions to
Certificateholders or, if applicable, Serviced Companion Loan Noteholders, be
added to the unpaid principal balance of the related Mortgage Loan or Serviced
Whole Loan, notwithstanding that the terms of such Mortgage Loan or Serviced
Whole Loan or such modification, waiver or amendment so permit.

            (d) Except for waivers of penalty charges and notice periods, all
material modifications, waivers and amendments of the Mortgage Loans or any
Serviced Whole Loan entered into pursuant to this Section 3.30 (and, with
respect to the Serviced Whole Loans, Section 3.31 or 3.32, as applicable) shall
be in writing.

            (e) The Servicer or the Special Servicer, as applicable, shall
notify the Bond Administrator in writing, of any modification, waiver, material
consent or amendment of any term of any Mortgage Loan or Serviced Whole Loan and
the date thereof, and shall deliver to the Custodian for deposit in the related
Mortgage File, an original counterpart of the agreement relating to such
modification, waiver, material consent or amendment, promptly (and in any event
within 10 Business Days) following the execution thereof.

            (f) The Servicer or the Special Servicer may (subject to the
Servicing Standard), as a condition to granting any request by a Borrower for
consent, modification, waiver or indulgence or any other matter or thing, the
granting of which is within its discretion pursuant to the terms of the
instruments evidencing or securing the related Mortgage Loan or Serviced Whole
Loan and is permitted by the terms of this Agreement and applicable law, require
that such Borrower pay to it (i) as additional servicing compensation, a
reasonable and customary fee for the additional services performed in connection
with such request (provided that the charging of such fee would not constitute a
"significant modification" of the related Mortgage Loan or Serviced Whole Loan,
within the meaning of Treasury Regulations Section 1.860G-2(b)), and (ii) any
related costs and expenses incurred by it. In no event shall the Servicer or the
Special Servicer be entitled to payment for such fees or expenses unless such
payment is collected from the related Borrower.

            (g) The Directing Certificateholder shall have the rights set forth
in Sections 3.26 and 3.29 hereof with respect to any modification, waiver,
amendment or other action contemplated by Section 3.30(a) (and with respect to a
Serviced Whole Loan, the rights set forth in Section 3.32 or Section 3.31, as
applicable). The Controlling Class Representative shall have no duty to act in
the interests of any Class other than the Controlling Class.

            (h) Notwithstanding the foregoing, the Servicer shall not permit the
substitution of any Mortgaged Property pursuant to the defeasance provisions of
any Mortgage Loan (or any portion thereof) or Serviced Whole Loan, if any,
unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)
and satisfies the conditions set forth in Section 3.09(f).

            (i) Notwithstanding anything herein or in the related Loan Documents
to the contrary, the Servicer may permit the substitution of direct,
non-callable "government securities" within the meaning of Section 2(a)(16) of
the Investment Company Act of 1940, or any other securities that comply with
Treasury Regulations Section 1.860G-2(a)(8) for any Mortgaged Property pursuant
to the defeasance provisions of any Mortgage Loan (other than the Non-Serviced
Mortgage Loans) (or any portion thereof) or Serviced Whole Loan in lieu of the
defeasance collateral specified in the related Loan Documents or, if applicable,
the Serviced Whole Loan; provided that, the Servicer reasonably determines that
allowing their use would not cause a default or event of default under the
related Loan Documents to become reasonably foreseeable and the Servicer
receives an Opinion of Counsel (at the expense of the Borrower to the extent
permitted under the Loan Documents) to the effect that such use would not be and
would not constitute a "significant modification" of such Mortgage Loan or
Serviced Whole Loan pursuant to Treasury Regulations Section 1.860G-2(b) and
would not otherwise endanger the status of the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC or result in the imposition of a tax upon the
Lower-Tier REMIC, the Upper-Tier REMIC or the Trust Fund (including but not
limited to the tax on "prohibited transactions" as defined in Section 860F(a)(2)
of the Code and the tax on contributions to a REMIC set forth in Section 860G(d)
of the Code, but not including the tax on "net income from foreclosure
property") and provided, further, that the requirements set forth in Section
3.09(f) are satisfied.

            (j) If required under the related Loan Documents or if otherwise
consistent with the Servicing Standard, the Servicer shall establish and
maintain one or more accounts (the "Defeasance Accounts"), into which all
payments received by the Servicer from any defeasance collateral substituted for
any Mortgaged Property shall be deposited and retained, and shall administer
such Defeasance Accounts in accordance with the Loan Documents. Each Defeasance
Account shall at all times be an Eligible Account. Notwithstanding the
foregoing, in no event shall the Servicer permit such amounts (other than a
nominal amount) to be maintained in the Defeasance Account for a period in
excess of 120 days, unless such amounts are reinvested by the Servicer in
"government securities" within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, or any other securities that comply with Treasury
Regulations Section 1.860G-2(a)(8). To the extent not required or permitted to
be placed in a separate account, the Servicer shall deposit all payments
received by it from defeasance collateral substituted for any Mortgaged Property
into the Collection Account or, if the Serviced Whole Loan is involved, the
Serviced Whole Loan Collection Account and treat any such payments as payments
made on the Mortgage Loan or Serviced Whole Loan, as applicable, in advance of
its Due Date in accordance with clause (a) of the definition of Principal
Distribution Amount, and not as a prepayment of the related Mortgage Loan or
Serviced Companion Loan. Notwithstanding anything herein to the contrary, in no
event shall the Servicer permit such amounts to be maintained in the Collection
Account or, if the Serviced Whole Loan is involved, the Serviced Whole Loan
Collection Account for a period in excess of 365 days.

            (k) In the event the Servicer or Special Servicer determines that a
refusal to consent by the Directing Certificateholder or any advice from the
Directing Certificateholder would cause the Servicer or Special Servicer, as
applicable, to violate applicable law, the terms of the applicable Loan
Documents, the REMIC Provisions or the terms of this Agreement, including
without limitation, the Servicing Standard, the Servicer or Special Servicer
shall disregard such refusal to consent or advice and notify the Directing
Certificateholder, the Trustee and the Rating Agencies of its determination,
including a reasonably detailed explanation of the basis therefor.

            (l) Any modification, waiver or amendment of or consents or
approvals relating to a Mortgage Loan or Serviced Whole Loan that is a Specially
Serviced Loan or REO Loan shall be performed by the Special Servicer and not the
Servicer, and to the extent provided in this Agreement and/or the applicable
Co-Lender Agreement, shall be subject to the consent of the Directing
Certificateholder or the Controlling Class Representative, as applicable.

            (m) With respect to a defeasance of Mortgage Loan originated or
acquired by GACC, to the extent the related Loan Documents provide that the
originator of such Mortgage Loan has the right to establish or designate the
successor borrower and to purchase or cause to be purchased the related
defeasance collateral ("GACC Defeasance Rights and Obligations"), the Servicer
shall provide, upon receipt of notice of request to cause a defeasance of such
Mortgage Loan, written notice of such defeasance to GACC or its assignee. Until
such time as GACC provides written notice to the contrary, notice of a
defeasance of a Mortgage Loan with GACC Defeasance Rights and Obligations shall
be delivered to CDHC, LLC, c/o Defeasance Holding Company, LLC, 11121 Carmel
Commons Blvd., Suite 250, Charlotte, North Carolina 28226, Attention: Legal
Department, Tel: (704) 731-6252; Fax: (704) 759-9156.

            (n) With respect to a defeasance of Mortgage Loan originated or
acquired by LaSalle, to the extent the related Loan Documents provide that the
originator of such Mortgage Loan has the right to establish or designate the
successor borrower and to purchase or cause to be purchased the related
defeasance collateral ("LaSalle Defeasance Rights and Obligations"), the
Servicer shall provide, upon receipt of notice of request to cause a defeasance
of such Mortgage Loan, written notice of such defeasance to LaSalle or its
assignee. Until such time as LaSalle provides written notice to the contrary,
notice of a defeasance of a Mortgage Loan with a LaSalle Defeasance Rights and
Obligations shall be delivered to Defeasance Holding Company, LLC, 11121 Carmel
Commons Blvd., Suite 250, Charlotte, North Carolina 28226, Attention: John
Hosmer, Tel: (704) 731-6252; Fax: (704) 759-9156.

            Section 3.31 Rights of Holders of the FedEx-Bellingham Whole Loan.
(a) Each of the Servicer and Special Servicer acknowledges and agrees that the
FedEx-Bellingham Whole Loan is subject to the terms and provisions of the
related Co-Lender Agreement and each agrees to service the FedEx-Bellingham
Whole Loan in accordance with the related Co-Lender Agreement and this
Agreement, including, without limitation, effecting distributions and allocating
reimbursement of expenses in accordance with the related Co-Lender Agreement and
perform the obligations of the "Note A Holder" thereunder. Notwithstanding
anything contrary in this Agreement, each of the Servicer and Special Servicer
agrees not to take any action with respect to the FedEx-Bellingham Whole Loan or
the related Mortgaged Property without the prior consent of the related
Companion Loan Noteholder to the extent that the related Co-Lender Agreement
provides that such Companion Loan Noteholder is required to consent to such
action and to deliver such reports and summaries as required by the related
Co-Lender Agreement. Each of the Servicer and Special Servicer acknowledges and
agrees that the Companion Loan Noteholder has the right to cure certain defaults
with respect to the related Mortgage Loan and to purchase the related Mortgage
Loan in each case pursuant to the terms and conditions of the related Co-Lender
Agreement.

            (b) Notwithstanding the provisions of Section 6 of the
FedEx-Bellingham Intercreditor Agreement to the contrary, for so long as the
FedEx-Bellingham Loan is part of the Trust Fund, none of the Servicer, Special
Servicer, Trustee, Bond Administrator or Controlling Class Representative shall
purchase, on behalf of the Trust Fund, the FedEx-Bellingham B Loan from the
FedEx-Bellingham B Loan Noteholder.

            Section 3.32 Rights of Holders of the Wellpoint Office Tower Whole
Loan, the Loews Miami Beach Whole Loan and the General Motors Building Whole
Loan. (a) Notwithstanding anything to the contrary contained herein (but subject
to this Section 3.32), (1) the Servicer and the Special Servicer, as applicable,
shall be required to consult with the applicable Directing Certificateholder and
the other related pari passu noteholders about a particular course of action
(and, if so requested, shall consult with them separately) and (2) prior to
taking any of the actions set forth in Section 3.1(b) of the Loews Miami Beach
Intercreditor Agreement or Section 3.1(b) of the Wellpoint Office Tower
Intercreditor Agreement, as applicable, the Servicer and the Special Servicer,
as applicable, will be required to notify the applicable Directing
Certificateholder and the other related pari passu noteholders of any proposal
to take any of such actions (and to provide such non-proprietary information as
may be reasonably requested by and necessary in the reasonable determination of
any such Person in order to make a judgment, the expense of providing such
information to be an expense of the requesting Person) and to receive the
approval of such Directing Certificateholder in accordance with Section 3.1(b)
of the Loews Miami Beach Intercreditor Agreement and Section 3.1(b) of the
Wellpoint Office Tower Intercreditor Agreement, as applicable.

            (b) Notwithstanding anything contained in this Agreement to the
contrary, no advice, direction or objection from or by any Certificateholder,
the Directing Certificateholder or any holder of a loan that is part of a
Serviced Whole Loan that is not a Directing Certificateholder may (and the
Special Servicer and the Servicer shall ignore and act without regard to any
such advice, direction or objection that the Servicer or the Special Servicer,
as applicable, has determined, in its reasonable, good faith judgment, will) (A)
require or cause the Servicer or the Special Servicer, as applicable, to violate
the terms of the related Loan Documents, applicable law or any provision of this
Agreement or the applicable Co-Lender Agreement, including the Servicer's
obligation or the Special Servicer's obligation to act in accordance with the
Servicing Standard and to maintain the REMIC status of any REMIC or (B) result
in the imposition of a "prohibited transaction" or "contribution" tax under the
REMIC Provisions. In addition, if the Servicer or Special Servicer, as
applicable, determines in accordance with the Servicing Standard that immediate
action is necessary to protect the interests of the Certificateholders and the
Serviced Companion Loan Noteholders (as a collective whole), the Servicer or
Special Servicer, as applicable, may take any such action without waiting for a
response from the Directing Certificateholder, as applicable.

            (c) The Directing Certificateholder shall not owe any fiduciary duty
to the Trustee, the Bond Administrator, the Servicer, any Special Servicer, any
Certificateholder (including the Controlling Class Representative, if
applicable) or any noteholder of a Serviced Whole Loan, as applicable. The
Directing Certificateholder will not have any liability to the
Certificateholders (including the Controlling Class Representative, if
applicable) or any other noteholder of a Serviced Whole Loan, as applicable, for
any action taken, or for refraining from the taking of any action or the giving
of any consent, pursuant to this Agreement, or for errors in judgment. By its
acceptance of a Certificate, each Certificateholder will be deemed to have
confirmed its understanding that the Directing Certificateholder may take or
refrain from taking actions that favor the interests of the Directing
Certificateholder over the Certificateholders or such other noteholder of a
Serviced Whole Loan, as applicable, and that such Directing Certificateholder
may have special relationships and interests that conflict with the interests of
the Certificateholders or such other noteholder of a Serviced Whole Loan, as
applicable, and will be deemed to have agreed to take no action against such
Directing Certificateholder or any of its officers, directors, employees,
principals or agents as a result of such a special relationship or conflict, and
that such Directing Certificateholder shall not be liable by reason of its
having acted or refrained from acting solely in the interests of the Directing
Certificateholder.

            (d) For purposes of this Agreement, at any time that an action is
required to be taken hereunder or under a related Co-Lender Agreement by the
holder of a Serviced Mortgage Loan, unless such action is required to be
performed by the Servicer, Special Servicer or the Trustee, the Directing
Certificateholder shall be entitled to take such action.

            (e) Subject to Section 3.32(b), with respect to the General Motors
Building Whole Loan, notwithstanding anything to the contrary contained herein
(but subject to this Section 3.32(e)), (i) the Special Servicer shall be
required to consult with the Directing Certificateholder upon the occurrence of
any General Motors Building Event of Default, to consider alternative actions
recommended by the Directing Certificateholder and to consult with the Directing
Certificateholder with respect to determinations made pursuant to Section 3.10
or Section 3.18 and (ii) at any time (whether or not a General Motors Building
Event of Default has occurred) the Servicer and the Special Servicer shall be
required to (A) consult with the Directing Certificateholder (1) with respect to
proposals to take any significant action with respect to the General Motors
Building Whole Loan and the related Mortgaged Property and to consider
alternative actions recommended by the Directing Certificateholder and (2) to
the extent that the related General Motors Building Whole Loan documents grant
the lender the right to approve budgets for the related Mortgaged Property,
prior to approving any such budget and (B) prior to taking any of the actions
set forth in Section 20(a) of the General Motors Agreement Among Noteholders or
Section 3.1(b) of the General Motors A Notes Intercreditor Agreement, as
applicable, to notify in writing the Directing Certificateholder of any proposal
to take any of such actions (and to provide such Directing Certificateholder
with such non-proprietary information reasonably requested by such Directing
Certificateholder as may be necessary in the reasonable determination of such
Directing Certificateholder in order make a judgment, the expense of providing
such information to be an expense of the requesting party) and to receive the
prior written approval of such Directing Certificateholder (which approval may
be withheld in its sole discretion) with respect to the actions set forth in
Section 20(a) of the General Motors Agreement Among Noteholders or Section
3.1(b) of the General Motors A Notes Intercreditor Agreement, as applicable.

provided, if the Directing Certificateholder fails to notify the Special
Servicer or the Servicer, as applicable, of its approval or disapproval of any
such proposed action requiring its consent within ten Business Days of delivery
to the Directing Certificateholder by the Special Servicer or the Servicer, as
applicable, of written notice of such a proposed action, together with the
information reasonably requested by the Directing Certificateholder pursuant to
this Section 3.32(e), such action by the Special Servicer or Servicer, as
applicable, shall be deemed to have been approved by the Directing
Certificateholder pursuant to the Co-Lender Agreement and this Section 3.32(e).

            In connection with any action or determination or proposed action or
determination by the Special Servicer referred to in this Section 3.32(e), the
Special Servicer shall prepare a summary of such proposed action or
determination and an analysis of whether or not such action is reasonably likely
to produce a greater recovery on a present value basis than not taking such
action or making such determination and shall provide to the Directing
Certificateholder such summary and such information as is in its possession or
control and is reasonably requested by the Directing Certificateholder as may be
necessary in the reasonable judgment of the Directing Certificateholder in order
make a determination with respect to each of the matters contained in this
Section 3.32(e).

            The Servicer shall provide to the Directing Certificateholder by
hard copy or by electronic means concurrently with the delivery thereof to the
related mortgagor, copies of any notice of a General Motors Building Event of
Default and any other material notices sent to such mortgagor or with respect to
foreclosure or other exercise of remedies or enforcement, modification or waiver
with respect to the General Motors Building Whole Loan or the related Mortgaged
Property.

            The Servicer and the Special Servicer shall also provide to the
Directing Certificateholder by hard copy, electronic means or by other means
agreed to by the Directing Certificateholder and the Servicer or the Special
Servicer (A) within five Business Days of receipt thereof, copies of any
financial statements, certificates, material correspondence, notices, bills or
reports with respect to the related mortgagor or Mortgaged Property that were
delivered pursuant to, or to which the mortgagee or lender would be entitled to
under, the terms of the related loan documents and copies of any appraisals
obtained, (B) within ten Business Days following the receipt thereof by the
Servicer or the Special Servicer monthly operating statements and rent rolls for
the related Mortgaged Property and (C) within ten Business Days following the
receipt thereof by the Servicer or the Special Servicer annual operating
statements and rent rolls for the related Mortgaged Property.

            The expense of providing information and summaries pursuant to this
Section 3.32 shall be an expense of the Directing Certificateholder and shall
not be an expense of the Trust Fund.

            (f) The cure rights set forth in Section 20(e) of the General Motors
Building Agreement Among Noteholders may be exercised by any one or more Holders
of Class GMB Certificates. In the event that such cure rights are exercised by
Holders of more than one Class of Class GMB Certificates, the Servicer or
Special Servicer, as applicable, shall accept the cure from the Holder or
Holders of the most subordinate Class of Class GMB Certificates that is
exercising cure rights (pro rata (based on Certificate Balance) among the
Holders of such Class exercising cure rights), and shall return all funds
tendered for cure from the Holders of any other Class of Class GMB Certificates.

            Section 3.33 Certain Intercreditor Matters Relating to the Whole
Loans. (a) With respect to the Serviced Whole Loans, except for those duties to
be performed by, and notices to be furnished by, the Trustee or the Bond
Administrator under this Agreement, the Servicer or the Special Servicer, as
applicable, shall perform such duties and furnish such notices, reports and
information on behalf of the Trust Fund as may be the obligation of the Trust
under the related Co-Lender Agreement.

            (b) The Servicer shall maintain a register (the "Serviced Companion
Loan Noteholder Register") on which the Servicer shall record the names and
addresses of the Serviced Companion Loan Noteholders and wire transfer
instructions for such Serviced Companion Loan Noteholders from time to time, to
the extent such information is provided in writing to the Servicer by a Serviced
Companion Loan Noteholder. Each Serviced Companion Loan Noteholder has agreed to
inform the Servicer of its name, address, taxpayer identification number and
wiring instructions (to the extent the foregoing information is not already
contained in the related Co-Lender Agreement) and of any transfer thereof
(together with any instruments of transfer).

            In no event shall the Servicer be obligated to pay any party the
amounts payable to a Serviced Companion Loan Noteholder hereunder other than the
Person listed as the applicable Serviced Companion Loan Noteholder on the
Serviced Companion Loan Noteholder Register. In the event that a Serviced
Companion Loan Noteholder transfers the related Serviced Companion Loan without
notice to the Servicer, the Servicer shall have no liability whatsoever for any
misdirected payment on such Serviced Companion Loan and shall have no obligation
to recover and redirect such payment.

            The Servicer shall promptly provide the names and addresses of any
Serviced Companion Loan Noteholder to any party hereto or any successor thereto
upon written request, and any such party or successor may, without further
investigation, conclusively rely upon such information. The Servicer shall have
no liability to any Person for the provision of any such names and addresses.

            (c) The Servicer shall deliver, or cause to be delivered, to the
Bond Administrator, promptly following receipt of any servicing reports from the
GECMC 2005-C1 Servicer, the GECMC 2005-C1 Special Servicer or the GECMC 2005-C1
Trustee with respect to the 63 Madison Avenue Whole Loan and the Lakeside Mall
Whole Loan.

            (d) Promptly following the Closing Date, the Trustee shall send
written notice (in the form of Exhibit U attached hereto), accompanied by a
certified copy of an executed version of this Agreement, with respect to the 63
Madison Avenue Mortgage Loan and Lakeside Mall Mortgage Loan, to each of the
GECMC 2005-C1 Servicer, the GECMC 2005-C1 Special Servicer and the GECMC 2005-C1
Trustee stating that, as of the Closing Date, the Trustee is the holder of the
63 Madison Avenue Mortgage Loan or the Lakeside Mall Mortgage Loan, as
applicable, and directing each such recipient to remit to the Servicer all
amounts payable to, and to forward, deliver or otherwise make available, as the
case may be, to the Servicer all reports, statements, documents, communications
and other information that are to be forwarded, delivered or otherwise made
available to, the holder of the 63 Madison Avenue Mortgage Loan or the Lakeside
Mall Mortgage Loan under the 63 Madison Avenue Intercreditor Agreement or
Lakeside Mall C-Lender Agreement, respectively, and the GECMC 2005-C1 Pooling
and Servicing Agreement. Such notice shall also provide contact information for
the Trustee, the Servicer, the Special Servicer and the Directing
Certificateholder.

            Section 3.34 Certain Matters Relating to the 63 Madison Avenue Whole
Loan and the Lakeside Mall Whole Loan. In the event that any of the GECMC
2005-C1 Trustee, the GECMC 2005-C1 Servicer or the GECMC 2005-C1 Special
Servicer shall be replaced in accordance with the terms of the GECMC 2005-C1
Pooling and Servicing Agreement, promptly upon notice thereof, the Servicer and
the Special Servicer shall acknowledge its successor as the successor to the
GECMC 2005-C1 Trustee, the GECMC 2005-C1 Servicer or the GECMC 2005-C1 Special
Servicer, as the case may be.


                                   ARTICLE IV

                       DISTRIBUTIONS TO CERTIFICATEHOLDERS

            Section 4.01 Distributions. (a) (i) The initial Lower-Tier Principal
Balances as of any date subsequent to the first Distribution Date, and the
Pass-Through Rate on each Class of Pooled Lower-Tier Regular Interests shall be
as set forth in the Preliminary Statement and the definition of "Pass-Through
Rate."

            (ii) On each Distribution Date, amounts held in the Lower-Tier
      Distribution Account shall be withdrawn (to the extent of the Available
      Funds, including or reduced by, to the extent required by Section 3.05(f),
      the Withheld Amounts, plus any amount withdrawn from the Excess
      Liquidation Proceeds Account pursuant to Section 3.05(j)) in the case of
      all Classes of Pooled Lower-Tier Regular Interests (such amount, the
      "Pooled Lower-Tier Distribution Amount"). Each Class of Pooled Lower-Tier
      Regular Interests shall be deemed to have received distributions in
      respect of principal in an amount equal to the amount of principal
      actually distributable to its respective Corresponding Certificates as
      provided in Section 4.01(b), and as set forth below with respect to
      Corresponding Certificates having more than one Class of Corresponding
      Lower-Tier Regular Interests. As of any date, the principal balance of
      each Pooled Lower-Tier Regular Interest shall equal the Lower-Tier
      Principal Balances thereof. On each Distribution Date, distributions made
      in respect of any Class of Pooled Regular Certificates on each
      Distribution Date pursuant to Section 4.01(b) or Section 9.01 shall be
      deemed to have first been distributed from the Lower-Tier REMIC to the
      Upper-Tier REMIC in respect of its Corresponding Lower-Tier Regular
      Interest or Interests set forth in the Preliminary Statement hereto;
      provided, that the Interest Accrual Amount and Class Interest Shortfalls
      in respect of a Class of Pooled Regular Certificates shall be deemed to
      have been distributed pro rata among two or more Corresponding Lower-Tier
      Regular Interests that correspond to a Class of Pooled Regular
      Certificates; provided, further, that each Pooled Lower-Tier Regular
      Interest shall be deemed to have received distributions in respect of
      interest in an amount equal to the Interest Accrual Amount and Class
      Interest Shortfalls in respect of the Class X-C Strip Rate or Class X-P
      Strip Rate of its Corresponding Component, in each case to the extent
      actually distributable thereon as provided in Section 4.01(b); and
      provided, further, that distributions of principal:

                  (1) with respect to the Class A-1 Certificates, shall be
            deemed to have first been distributed from the Lower-Tier REMIC to
            the Upper-Tier REMIC in respect of the Class A-1L-1 Interest;
            second, to the Class A-1L-2 Interest; and third, to the Class A-1L-3
            Interest, in each case until their respective Lower-Tier Principal
            Balances are reduced to zero;

                  (2) with respect to the Class A-2 Certificates, shall be
            deemed to have first been distributed from the Lower-Tier REMIC to
            the Upper-Tier REMIC in respect of the Class A-2L-1 Interest;
            second, to the Class A-2L-2 Interest; third, to the Class A-2L-3
            Interest; fourth, to the Class A-2L-4 Interest; fifth, to the Class
            A-2L-5 Interest; sixth, to the Class A-2L-6 Interest; and seventh,
            to the Class A-2L-7 Interest, in each case until their respective
            Lower-Tier Principal Balances are reduced to zero;

                  (3) with respect to the Class A-SB Certificates, shall be
            deemed to have first been distributed from the Lower-Tier REMIC to
            the Upper-Tier REMIC in respect of the Class A-SBL-1 Interest; and
            second, to the Class A-SBL-2 Interest, in each case until their
            respective Lower-Tier Principal Balances are reduced to zero;

                  (4) with respect to the Class A-4 Certificates, shall be
            deemed to have first been distributed from the Lower-Tier REMIC to
            the Upper-Tier REMIC in respect of the Class A-4L-1 Interest;
            second, to the Class A-4L-2 Interest; third, to the Class A-4L-3
            Interest; fourth, to the Class A-4L-4 Interest; and fifth, to the
            Class A-4L-5 Interest, in each case until their respective
            Lower-Tier Principal Balances are reduced to zero;

                  (5) with respect to the Class A-1A Certificates, shall be
            deemed to have first been distributed from the Lower-Tier REMIC to
            the Upper-Tier REMIC in respect of the Class A-1AL-1 Interest;
            second, to the Class A-1A-2 Interest; third, to the Class A-1AL -3
            Interest; fourth, to the Class A-1AL-4 Interest; fifth, to the Class
            A-1AL-5 Interest; sixth, to the Class A-1AL-6 Interest; seventh, to
            the Class A-1AL-7 Interest; eighth, to the Class A-1AL-8 Interest;
            ninth, to the Class A-1AL-9 Interest; tenth, to the Class A-1AL-10
            Interest; eleventh, to the Class A-1AL-11 Interest; twelfth, to the
            Class A-1AL-12 Interest; thirteenth, to the Class A-1AL-13 Interest;
            and fourteenth, to the Class A-1AL-14 Interest, in each case until
            their respective Lower-Tier Principal Balances are reduced to zero;

                  (6) with respect to the Class D Certificates, shall be deemed
            to have first been distributed from the Lower-Tier REMIC to the
            Upper-Tier REMIC in respect of the Class D-L-1 Interest; and second,
            to the Class D-L-2 Interest, in each case until their respective
            Lower-Tier Principal Balances are reduced to zero;

                  (7) with respect to the Class E Certificates, shall be deemed
            to have first been distributed from the Lower-Tier REMIC to the
            Upper-Tier REMIC in respect of the Class E-L-1 Interest; second, to
            the Class E-L-2 Interest; third, to the Class E-L-3 Interest; and
            fourth, to the Class E-L-4, in each case until their respective
            Lower-Tier Principal Balances are reduced to zero;

                  (8) with respect to the Class F Certificates, shall be deemed
            to have first been distributed from the Lower-Tier REMIC to the
            Upper-Tier REMIC in respect of the Class F-L-1 Interest; second, to
            the Class F-L-2 Interest; and third, to the Class F-L-3 Interest, in
            each case until their respective Lower-Tier Principal Balances are
            reduced to zero;

                  (9) with respect to the Class G Certificates, shall be deemed
            to have first been distributed from the Lower-Tier REMIC to the
            Upper-Tier REMIC in respect of the Class G-L-1 Interest; and second,
            to the Class G-L-2 Interest, in each case until their respective
            Lower-Tier Principal Balances are reduced to zero;

                  (10) with respect to the Class H Certificates, shall be deemed
            to have first been distributed from the Lower-Tier REMIC to the
            Upper-Tier REMIC in respect of the Class H-L-1 Interest; and second,
            to the Class H-L-2 Interest, in each case until their respective
            Lower-Tier Principal Balances are reduced to zero;

                  (11) with respect to the Class J Certificates, shall be deemed
            to have first been distributed from the Lower-Tier REMIC to the
            Upper-Tier REMIC in respect of the Class J-L-1 Interest; and second,
            to the Class J-L-2 Interest, in each case until their respective
            Lower-Tier Principal Balances are reduced to zero; and

                  (12) with respect to the Class K Certificates, shall be deemed
            to have first been distributed from the Lower-Tier REMIC to the
            Upper-Tier REMIC in respect of the Class K-L-1 Interest; and second,
            to the Class K-L-2 Interest, in each case until their respective
            Lower-Tier Principal Balances are reduced to zero.

            All distributions of reimbursements of Realized Losses and
Additional Trust Fund Expenses made in respect of any Class of Principal Balance
Certificates on each Distribution Date pursuant to Section 4.01(b) shall be
deemed to have first been distributed from the Lower-Tier REMIC to the
Upper-Tier REMIC in respect of its Corresponding Lower-Tier Regular Interest(s)
set forth in the Preliminary Statement hereto; provided, however, that
distributions of reimbursements of Realized Losses and Additional Trust Fund
Expenses shall be made in sequential order of the priority set forth in this
Section 4.01(a)(ii) for principal distributions, up to the amount of Realized
Losses and Additional Trust Fund Expenses previously allocated to a particular
Component of such Class of Certificates.

            On each Distribution Date, the Bond Administrator shall apply
amounts related to each Prepayment Premium and Yield Maintenance Charge then on
deposit in the Lower-Tier Distribution Account (other than with respect to the
General Motors Building B Loan) and received during or prior to the related
Collection Period to the Pooled Lower-Tier Regular Interests in proportion to
the amount of principal distributed to each Class of Pooled Lower-Tier Regular
Interests on such Distribution Date pursuant to this Section 4.01(a)(ii).

            The Bond Administrator shall be deemed to deposit the Pooled
Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and any
Yield Maintenance Charges distributed to the Upper-Tier REMIC pursuant to this
Section 4.01(a)(ii) into the Upper-Tier Distribution Account. Any amount in
respect of the Mortgage Pool that remains in the Lower-Tier Distribution Account
on each Distribution Date after distribution of the Pooled Lower-Tier
Distribution Amount and distribution of Prepayment Premiums and Yield
Maintenance Charges in respect of the Mortgage Pool shall be distributed to the
Holders of the Class LR Certificates (but only to the extent of such amount for
such Distribution Date remaining in the Lower-Tier Distribution Account, if
any).

            (b) On each Distribution Date occurring prior to the Crossover Date,
the Bond Administrator shall withdraw from the Upper-Tier Distribution Account
the amounts deposited in the Upper-Tier Distribution Account in respect of such
Distribution Date pursuant to Section 4.01(a)(ii), and distribute such amount to
Certificateholders in the amounts and in the order of priority set forth below:

            (i) First, to pay interest, pro rata, (i) on the Class A-1, Class
      A-2, Class A-3, Class A-SB and Class A-4 Certificates from the portion of
      the Available Funds for such Distribution Date attributable to Mortgage
      Loans in Loan Group 1 up to an amount equal to the aggregate Interest
      Accrual Amount for those Classes, in each case in accordance with their
      respective interest entitlements; (ii) on the Class A-1A Certificates from
      the portion of the Available Funds for such Distribution Date attributable
      to Mortgage Loans in Loan Group 2 up to an amount equal to the aggregate
      Interest Accrual Amount for such Class; and (iii) on the Class X-C and
      Class X-P Certificates from the Available Funds for such Distribution Date
      up to an amount equal to the Interest Accrual Amount for such Class;
      provided, however, if on any Distribution Date, the Available Funds (or
      applicable portion thereof) are insufficient to pay in full the total
      Interest Accrual Amount to be paid to any of the Classes described in this
      subclause (i), the Available Funds for such Distribution Date will be
      allocated among all those Classes pro rata, in accordance with their
      respective interest entitlements;

            (ii) Second, pro rata, to the Class A-1, Class A-2, Class A-3, Class
      A-SB, Class A-4, Class A-1A, Class X-C and Class X-P Certificates, in
      respect of interest, up to an amount equal to the aggregate unpaid Class
      Interest Shortfalls previously allocated to such Classes;

            (iii) Third, in reduction of the Certificate Balances thereof,

                  (A) to the Class A-1, Class A-2, Class A-3, Class A-SB, Class
            A-4 Certificates,

                        (1) to the Class A-SB Certificates, in an amount up to
                  the Group 1 Principal Distribution and, after the outstanding
                  Certificate Balance of the Class A-1A Certificates has been
                  reduced to zero, the Group 2 Principal Distribution Amount
                  remaining after payments to the Class A-1A Certificates have
                  been made on such Distribution Date, until the outstanding
                  Certificate Balance of the Class A-SB Certificates is reduced
                  to the Class A-SB Planned Principal Balance,

                        (2) to the Class A-1 Certificates, in an amount equal to
                  the Group 1 Principal Distribution Amount (or the portion of
                  it remaining after distributions on the Class A-SB
                  Certificates pursuant to (1) above in this clause Third) for
                  such Distribution Date and, after the Class A-1A Certificates
                  have been reduced to zero, the Group 2 Principal Distribution
                  Amount remaining after payments to the Class A-1A and payments
                  to the Class A-SB Certificates pursuant to (1) above in this
                  clause Third have been made on such Distribution Date, until
                  the Class A-1 Certificates are reduced to zero,

                        (3) to the Class A-2 Certificates, in an amount equal to
                  the Group 1 Principal Distribution Amount (or the portion
                  thereof remaining after distributions on the Class A-1
                  Certificates and distributions on the Class A-SB Certificates
                  pursuant to (1) above in this clause Third) for such
                  Distribution Date and, after the Class A-1A Certificates have
                  been reduced to zero, the Group 2 Principal Distribution
                  Amount remaining after payments to the Class A-1A and Class
                  A-1 Certificates and payments to the Class A-SB Certificates
                  pursuant to (1) above in this clause Third have been made on
                  such Distribution Date, until the Class A-2 Certificates are
                  reduced to zero,

                        (4) to the Class A-3 Certificates, in an amount equal to
                  the Group 1 Principal Distribution Amount (or the portion of
                  it remaining after distributions on the Class A-1 and Class
                  A-2 Certificates and distributions on the Class A-SB
                  Certificates pursuant to (1) above in this clause Third) for
                  such Distribution Date and, after the Class A-1A Certificates
                  have been reduced to zero, the Group 2 Principal Distribution
                  Amount remaining after payments to the Class A-1A, Class A-1
                  and Class A-2 Certificates and payments to the Class A-SB
                  Certificates pursuant to (1) above in this clause Third have
                  been made on such Distribution Date, until the Class A-3
                  Certificates have been reduced to zero,

                        (5) to the Class A-SB Certificates, in an amount equal
                  to the Group 1 Principal Distribution Amount (or the portion
                  of it remaining after distributions on the Class A-1, Class
                  A-2 and Class A-3 Certificates and distributions on the Class
                  A-SB Certificates pursuant to (1) above in this clause Third)
                  for such Distribution Date and, after the Class A-1A
                  Certificates have been reduced to zero, the Group 2 Principal
                  Distribution Amount remaining after payments to the Class
                  A-1A, Class A-1, Class A-2 and Class A-3 Certificates and
                  payments to the Class A-SB Certificates pursuant to (1) above
                  in this clause Third have been made on such Distribution Date,
                  until the Class A-SB Certificates have been reduced to zero,
                  and

                        (6) to the Class A-4 Certificates, in an amount equal to
                  the Group 1 Principal Distribution Amount (or the portion of
                  it remaining after distributions on the Class A-1, Class A-2,
                  Class A-3 and Class A-SB Certificates) for such Distribution
                  Date and, after the Class A-1A Certificates have been reduced
                  to zero, the Group 2 Principal Distribution Amount remaining
                  after payments to the Class A-1A, Class A-1, Class A-2, Class
                  A-3 and Class A-SB Certificates have been made on such
                  Distribution Date, until the Class A-4 Certificates have been
                  reduced to zero, and

                  (B) to the Class A-1A Certificates, in an amount equal to the
            Group 2 Principal Distribution Amount for such Distribution Date
            and, after the Class A-4 Certificates have been reduced to zero, the
            Group 1 Principal Distribution Amount remaining after payments to
            the Class A-1, Class A-2, Class A-3, Class A-SB and Class A-4
            Certificates have been made on such Distribution Date, until the
            Class A-1A Certificates are reduced to zero;

            (iv) Fourth, to the Class A-1, Class A-2, Class A-3, Class A-SB,
      Class A-4 and Class A-1A Certificates, pro rata, to the extent not
      distributed pursuant to all prior clauses, for the unreimbursed amounts of
      Realized Losses, if any, an amount equal to the aggregate of such
      unreimbursed Realized Losses previously allocated to such Class;

            (v) Fifth, to the Class A-J Certificates in respect of interest, up
      to an amount equal to the aggregate Interest Accrual Amount of such Class;

            (vi) Sixth, to the Class A-J Certificates in respect of interest, up
      to an amount equal to the aggregate unpaid Class Interest Shortfalls
      previously allocated to such Class;

            (vii) Seventh, to the Class A-J Certificates, in reduction of the
      Certificate Balance thereof, an amount equal to the Principal Distribution
      Amount less amounts of Principal Distribution Amount distributed pursuant
      to all prior clauses, until the Certificate Balance of such Class is
      reduced to zero;

            (viii) Eighth, to the Class A-J Certificates, to the extent not
      distributed pursuant to all prior clauses, for the unreimbursed amounts of
      Realized Losses, if any, an amount equal to the aggregate of such
      unreimbursed Realized Losses previously allocated to such Class;

            (ix) Ninth, to the Class B Certificates in respect of interest, up
      to an amount equal to the aggregate Interest Accrual Amount of such Class;

            (x) Tenth, to the Class B Certificates in respect of interest, up to
      an amount equal to the aggregate unpaid Class Interest Shortfalls
      previously allocated to such Class;

            (xi) Eleventh, to the Class B Certificates, in reduction of the
      Certificate Balance thereof, an amount equal to the Principal Distribution
      Amount less amounts of Principal Distribution Amount distributed pursuant
      to all prior clauses, until the Certificate Balance of such Class is
      reduced to zero;

            (xii) Twelfth, to the Class B Certificates, to the extent not
      distributed pursuant to all prior clauses, for the unreimbursed amounts of
      Realized Losses, if any, an amount equal to the aggregate of such
      unreimbursed Realized Losses previously allocated to such Class;

            (xiii) Thirteenth, to the Class C Certificates in respect of
      interest, up to an amount equal to the aggregate Interest Accrual Amount
      of such Class;

            (xiv) Fourteenth, to the Class C Certificates in respect of
      interest, up to an amount equal to the aggregate unpaid Class Interest
      Shortfalls previously allocated to such Class;

            (xv) Fifteenth, to the Class C Certificates in reduction of the
      Certificate Balance thereof, an amount equal to the Principal Distribution
      Amount less the amount of the Principal Distribution Amount distributed
      pursuant to all prior clauses, until the Certificate Balance of such Class
      is reduced to zero;

            (xvi) Sixteenth, to the Class C Certificates, to the extent not
      distributed pursuant to all prior clauses, for the unreimbursed amounts of
      Realized Losses, if any, up to an amount equal to the aggregate of such
      unreimbursed Realized Losses previously allocated to such Class;

            (xvii) Seventeenth, to the Class D Certificates in respect of
      interest, up to an amount equal to the aggregate Interest Accrual Amount
      of such Class;

            (xviii) Eighteenth, to the Class D Certificates in respect of
      interest, up to an amount equal to the aggregate unpaid Class Interest
      Shortfalls previously allocated to such Class;

            (xix) Nineteenth, to the Class D Certificates, in reduction of the
      Certificate Balance thereof, an amount equal to the Principal Distribution
      Amount less amounts of Principal Distribution Amount distributed pursuant
      to all prior clauses, until the Certificate Balance of such Class is
      reduced to zero;

            (xx) Twentieth, to the Class D Certificates, to the extent not
      distributed pursuant to all prior clauses, for the unreimbursed amounts of
      Realized Losses, if any, an amount equal to the aggregate of such
      unreimbursed Realized Losses previously allocated to such Class;

            (xxi) Twenty-first, to the Class E Certificates in respect of
      interest, up to an amount equal to the aggregate Interest Accrual Amount
      of such Class;

            (xxii) Twenty-second, to the Class E Certificates in respect of
      interest, up to an amount equal to the aggregate unpaid Class Interest
      Shortfalls previously allocated to such Class;

            (xxiii) Twenty-third, to the Class E Certificates in reduction of
      the Certificate Balance thereof, an amount equal to the Principal
      Distribution Amount, less the amount of the Principal Distribution Amount
      distributed pursuant to all prior clauses, until the Certificate Balance
      of such Class is reduced to zero;

            (xxiv) Twenty-fourth, to the Class E Certificates, to the extent not
      distributed pursuant to all prior clauses, for the unreimbursed amounts of
      Realized Losses, if any, an amount equal to the aggregate of such
      unreimbursed Realized Losses previously allocated to such Class;

            (xxv) Twenty-fifth, to the Class F Certificates in respect of
      interest, up to an amount equal to the aggregate Interest Accrual Amount
      of such Class;

            (xxvi) Twenty-sixth, to the Class F Certificates in respect of
      interest, up to an amount equal to the aggregate unpaid Class Interest
      Shortfalls previously allocated to such Class;

            (xxvii) Twenty-seventh, to the Class F Certificates in reduction of
      the Certificate Balance thereof, an amount equal to the Principal
      Distribution Amount less the amount of the Principal Distribution Amount
      distributed pursuant to all prior clauses, until the Certificate Balance
      of such Class is reduced to zero;

            (xxviii) Twenty-eighth, to the Class F Certificates, to the extent
      not distributed pursuant to all prior clauses, for the unreimbursed
      amounts of Realized Losses, if any, an amount equal to the aggregate of
      such unreimbursed Realized Losses previously allocated to such Class;

            (xxix) Twenty-ninth, to the Class G Certificates in respect of
      interest, up to an amount equal to the aggregate Interest Accrual Amount
      of such Class;

            (xxx) Thirtieth, to the Class G Certificates in respect of interest,
      up to an amount equal to the aggregate unpaid Class Interest Shortfalls
      previously allocated to such Class;

            (xxxi) Thirty-first, to the Class G Certificates, in reduction of
      the Certificate Balance thereof, an amount equal to the Principal
      Distribution Amount less amounts of Principal Distribution Amount
      distributed pursuant to all prior clauses, until the Certificate Balance
      of such Class is reduced to zero;

            (xxxii) Thirty-second, to the Class G Certificates, to the extent
      not distributed pursuant to all prior clauses, for the unreimbursed
      amounts of Realized Losses, if any, an amount equal to the aggregate of
      such unreimbursed Realized Losses previously allocated to such Class;

            (xxxiii) Thirty-third, to the Class H Certificates in respect of
      interest, up to an amount equal to the aggregate Interest Accrual Amount
      of such Class;

            (xxxiv) Thirty-fourth, to the Class H Certificates in respect of
      interest, up to an amount equal to the aggregate unpaid Class Interest
      Shortfalls previously allocated to such Class;

            (xxxv) Thirty-fifth, to the Class H Certificates, in reduction of
      the Certificate Balance thereof, an amount equal to the Principal
      Distribution Amount less amounts of Principal Distribution Amount
      distributed pursuant to all prior clauses, until the Certificate Balance
      of such Class is reduced to zero;

            (xxxvi) Thirty-sixth, to the Class H Certificates, to the extent not
      distributed pursuant to all prior clauses, for the unreimbursed amounts of
      Realized Losses, if any, an amount equal to the aggregate of such
      unreimbursed Realized Losses previously allocated to such Class;

            (xxxvii) Thirty-seventh, to the Class J Certificates in respect of
      interest, up to an amount equal to the aggregate Interest Accrual Amount
      of such Class;

            (xxxviii) Thirty-eighth, to the Class J Certificates in respect of
      interest, up to an amount equal to the aggregate unpaid Class Interest
      Shortfalls previously allocated to such Class;

            (xxxix) Thirty-ninth, to the Class J Certificates, in reduction of
      the Certificate Balance thereof, an amount equal to the Principal
      Distribution Amount less amounts of Principal Distribution Amount
      distributed pursuant to all prior clauses, until the Certificate Balance
      of such Class is reduced to zero;

            (xl) Fortieth, to the Class J Certificates, to the extent not
      distributed pursuant to all prior clauses, for the unreimbursed amounts of
      Realized Losses, if any, an amount equal to the aggregate of such
      unreimbursed Realized Losses previously allocated to such Class;

            (xli) Forty-first, to the Class K Certificates in respect of
      interest, up to an amount equal to the aggregate Interest Accrual Amount
      of such Class;

            (xlii) Forty-second, to the Class K Certificates in respect of
      interest, up to an amount equal to the aggregate unpaid Class Interest
      Shortfalls previously allocated to such Class;

            (xliii) Forty-third, to the Class K Certificates in reduction of the
      Certificate Balances thereof, an amount equal to the Principal
      Distribution Amount less amounts of the Principal Distribution Amount
      distributed pursuant to all prior clauses, until the Certificate Balance
      of such Class is reduced to zero;

            (xliv) Forty-fourth, to the Class K Certificates, to the extent not
      distributed pursuant to all prior clauses, for the unreimbursed amounts of
      Realized Losses, if any, an amount equal to the aggregate of such
      unreimbursed Realized Losses previously allocated to such Class;

            (xlv) Forty-fifth, to the Class L Certificates in respect of
      interest, up to an amount equal to the aggregate Interest Accrual Amount
      of such Class;

            (xlvi) Forty-sixth, to the Class L Certificates in respect of
      interest, up to an amount equal to the aggregate unpaid Class Interest
      Shortfalls previously allocated to such Class;

            (xlvii) Forty-seventh, to the Class L Certificates in reduction of
      the Certificate Balances thereof, an amount equal to the Principal
      Distribution Amount less amounts of the Principal Distribution Amount
      distributed pursuant to all prior clauses, until the Certificate Balance
      of such Class is reduced to zero;

            (xlviii) Forty-eighth, to the Class L Certificates, to the extent
      not distributed pursuant to all prior clauses, for the unreimbursed
      amounts of Realized Losses, if any, an amount equal to the aggregate of
      such unreimbursed Realized Losses previously allocated to such Class;

            (xlix) Forty-ninth, to the Class M Certificates in respect of
      interest, up to an amount equal to the aggregate Interest Accrual Amount
      of such Class;

            (l) Fiftieth, to the Class M Certificates in respect of interest, up
      to an amount equal to the aggregate unpaid Class Interest Shortfalls
      previously allocated to such Class;

            (li) Fifty-first, to the Class M Certificates, in reduction of the
      Certificate Balance thereof, an amount equal to the Principal Distribution
      Amount less amounts of Principal Distribution Amount distributed pursuant
      to all prior clauses, until the Certificate Balance of such Class is
      reduced to zero;

            (lii) Fifty-second, to the Class M Certificates, to the extent not
      distributed pursuant to all prior clauses, for the unreimbursed amounts of
      Realized Losses, if any, an amount equal to the aggregate of such
      unreimbursed Realized Losses previously allocated to such Class;

            (liii) Fifty-third, to the Class N Certificates in respect of
      interest, up to an amount equal to the aggregate Interest Accrual Amount
      of such Class;

            (liv) Fifty-fourth, to the Class N Certificates in respect of
      interest, up to an amount equal to the aggregate unpaid Class Interest
      Shortfalls previously allocated to such Class;

            (lv) Fifty-fifth, to the Class N Certificates, in reduction of the
      Certificate Balance thereof, an amount equal to the Principal Distribution
      Amount less amounts of Principal Distribution Amount distributed pursuant
      to all prior clauses, until the Certificate Balance of such Class is
      reduced to zero;

            (lvi) Fifty-sixth, to the Class N Certificates, to the extent not
      distributed pursuant to all prior clauses, for the unreimbursed amounts of
      Realized Losses, if any, an amount equal to the aggregate of such
      unreimbursed Realized Losses previously allocated to such Class;

            (lvii) Fifty-seventh, to the Class O Certificates in respect of
      interest, up to an amount equal to the aggregate Interest Accrual Amount
      of such Class;

            (lviii) Fifty-eighth, to the Class O Certificates in respect of
      interest, up to an amount equal to the aggregate unpaid Class Interest
      Shortfalls previously allocated to such Class;

            (lix) Fifty-ninth, to the Class O Certificates, in reduction of the
      Certificate Balance thereof, an amount equal to the Principal Distribution
      Amount less amounts of Principal Distribution Amount distributed pursuant
      to all prior clauses, until the Certificate Balance of such Class is
      reduced to zero;

            (lx) Sixtieth, to the Class O Certificates, to the extent not
      distributed pursuant to all prior clauses, for the unreimbursed amounts of
      Realized Losses, if any, an amount equal to the aggregate of such
      unreimbursed Realized Losses previously allocated to such Class;

            (lxi) Sixty-first, to the Class P Certificates, in respect of
      interest, up to an amount equal to the Interest Accrual Amount of such
      Class;

            (lxii) Sixty-second, to the Class P Certificates, in respect of
      interest, up to an amount equal to the aggregate unpaid Class Interest
      Shortfalls previously allocated to such Class;

            (lxiii) Sixty-third, to the Class P Certificates, in reduction of
      the Certificate Balance thereof, an amount equal to the Principal
      Distribution Amount less amounts of Principal Distribution Amount
      distributed pursuant to all prior clauses until the Certificate Balance of
      such Class is reduced to zero;

            (lxiv) Sixty-fourth, to the Class P Certificates, to the extent not
      distributed pursuant to all prior clauses, for the unreimbursed amounts of
      Realized Losses, if any, an amount equal to the aggregate of such
      unreimbursed Realized Losses previously allocated to such Class; and

            (lxv) Sixty-fifth, to the Class R and Class LR Certificates.

            All references to "pro rata" in the preceding clauses with respect
to interest and Class Interest Shortfalls shall mean pro rata based on the
amount distributable pursuant to such clauses, with respect to distribution of
principal other than for unreimbursed Realized Losses shall mean pro rata based
on Certificate Balance and with respect to distributions with respect to
unreimbursed Realized Losses shall mean pro rata based on the amount of
unreimbursed Realized Losses previously allocated to the applicable Classes.

            Notwithstanding the foregoing, on each Distribution Date occurring
on or after the Crossover Date, the Principal Distribution Amount will be
distributed to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and
Class A-1A Certificates, pro rata, based on their respective Certificate
Balances, in reduction of their respective Certificate Balances, until the
Certificate Balance of each such Class is reduced to zero, and any unreimbursed
amounts of Realized Losses previously allocated to such Classes, if available,
will be distributed pro rata based on the amount of unreimbursed Realized Losses
previously allocated to such Classes.

            (c) On each Distribution Date, following the distribution from the
Lower-Tier Distribution Account in respect of the Pooled Lower-Tier Regular
Interests pursuant to Section 4.01(a)(ii), the Bond Administrator shall make
distributions of any Prepayment Premiums and Yield Maintenance Charges received
in the related Collection Period (other than in respect of the General Motors
Building B Loan) from amounts deposited in the Upper-Tier Distribution Account
pursuant to Section 3.05(g), as follows:

            (i) Prepayment Premiums, Yield Maintenance Charges received with
      respect to Group 1 Mortgage Loans shall be distributed to the Class A-1,
      Class A-2, Class A-3, Class A-SB, Class A-4, Class A-J, Class B, Class C,
      Class D, Class E, Class F, Class G and Class H Certificates, in an amount
      equal to the product of (a) a fraction, not greater than one, the
      numerator of which is the amount distributed as principal to such Class on
      such Distribution Date, and whose denominator is the total amount
      distributed as principal to the Class A-1, Class A-2, Class A-3, Class
      A-SB, Class A-4, Class A-J, Class B, Class C, Class D, Class E, Class F,
      Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O and
      Class P Certificates on such Distribution Date, (b) the Base Interest
      Fraction for the related Principal Prepayment and such Class of
      Certificates and (c) the aggregate amount of Prepayment Premiums or Yield
      Maintenance Charges, as applicable, collected on such Principal Prepayment
      during the related Due Period. Any Prepayment Premiums or Yield
      Maintenance Charges collected during the related Due Period remaining
      after such distributions shall be distributed to the Holders of the Class
      X-C Certificates. No Prepayment Premiums or Yield Maintenance Charges in
      respect of the Group 1 Mortgage Loans will be distributed to holders of
      any other Class of Certificates; and

            (ii) Prepayment Premiums and Yield Maintenance Charges received with
      respect to the Group 2 Mortgage Loans shall be distributed to the Class
      A-1A Certificates in an amount equal to the product of (a) a fraction, not
      greater than one, the numerator of which is the amount distributed as
      principal to such Class on such Distribution Date, and whose denominator
      is the total amount distributed as principal to the Class A-1A
      Certificates on such Distribution Date, (b) the Base Interest Fraction for
      the related Principal Prepayment and such Class of Certificates and (c)
      the aggregate amount of Prepayment Premiums or Yield Maintenance Charges,
      as applicable, collected on such Principal Prepayment during the related
      Due Period. Any Prepayment Premiums and Yield Maintenance Charges
      collected during the related Due Period remaining after such distributions
      shall be distributed to the Holders of the Class X-C Certificates. No
      Prepayment Premiums or Yield Maintenance Charges in respect of the Group 2
      Mortgage Loans will be distributed to holders of any other Class of
      Certificates.

            Following the reduction of the Certificate Balances of the Class
A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class B, Class C,
Class D, Class E, Class F, Class G and Class H Certificates to zero, the Trustee
shall distribute to the Class X-C Certificates all Prepayment Premiums and Yield
Maintenance Charges actually received during the related Due Period with respect
to the Mortgage Loans (other than the General Motors Building B Loan) and
remitted in respect of Lower-Tier Regular Interests pursuant to Section 4.01(d).

            (d) [Reserved.]

            (e) On each Distribution Date, the Bond Administrator shall withdraw
amounts from the Excess Liquidation Proceeds Account (or sub-account thereof)
and shall distribute such amounts in the following manner:

            (i) (A) from amounts in the Excess Liquidation Proceeds Account
      allocable to a Mortgage Loan (other than the Serviced Whole Loans), to
      reimburse the Holders of the Principal Balance Certificates (in the order
      set forth in Section 4.01(b)) up to an amount equal to all Realized Losses
      and Additional Trust Fund Expenses, if any, previously allocated to them
      and unreimbursed after application of Available Funds for such
      Distribution Date and (B) from amounts in the Excess Liquidation Proceeds
      Account allocable to the Serviced Whole Loans, to reimburse the Holders of
      the Principal Balance Certificates, with respect to amounts allocable to
      the Serviced Mortgage Loans and, the Serviced Companion Loan Noteholders,
      with respect to amounts allocable to the Serviced Pari Passu Companion
      Loans on a pro rata basis based on the Mortgage Loan's and each Serviced
      Pari Passu Companion Loan's Stated Principal Balance, up to an amount
      equal to all Realized Losses and Additional Trust Fund Expenses, if any,
      previously allocated to them and unreimbursed after application of
      Available Funds for such Distribution Date and any remaining amounts to
      the related Serviced B Loan, if any (in the case of the General Motors
      Building B Loan, to be applied as provided in Section 4.01A(e)); and

            (ii) any amounts remaining in the Excess Liquidations Proceeds
      Account after such distributions on any Distribution Date that (a) are
      allocable to the Mortgage Loans, shall be applied to offset future
      Realized Losses and Additional Trust Fund Expenses and, upon termination
      of the Trust Fund, any amounts remaining in the Excess Liquidations
      Proceeds Account (other than amounts allocable to the Serviced Whole
      Loans) shall be distributed by the Bond Administrator to the Class LR
      Certificates; and (b) are allocable to the Serviced Companion Loans, shall
      be remitted within one Business Day after each such Distribution Date by
      the Bond Administrator to the Servicer (which shall remit to the Serviced
      Companion Loan Noteholders in accordance with Section 3.05(i)).

      Amounts paid with respect to the Mortgage Loans from the Excess
      Liquidation Proceeds Account pursuant to the preceding clauses (i) and
      (ii) shall first be deemed to have been distributed to the Lower-Tier
      Regular Interests in reimbursement of Realized Losses and Additional Trust
      Fund Expenses previously allocated thereto in the same manner as provided
      in Section 4.01(f). Amounts paid from the Excess Liquidation Proceeds
      Account will not reduce the Certificate Balances of the Principal Balance
      Certificates receiving such distributions.

            (f) On each Distribution Date, immediately following the
distributions to be made on such date pursuant to this Section 4.01(b), the Bond
Administrator shall calculate the amount, if any, of Realized Losses. Any
allocation of Realized Losses to a Class of Principal Balance Certificates shall
be made by reducing the Certificate Balance thereof by the amount so allocated.
Any Realized Losses allocated to a Class of Principal Balance Certificates shall
be allocated among the respective Certificates of such Class in proportion to
the Percentage Interests evidenced thereby. The allocation of Realized Losses
shall constitute an allocation of losses and other shortfalls experienced by the
Trust Fund. Reimbursement of previously allocated Realized Losses will not
constitute distributions of principal for any purpose and will not result in an
additional reduction in the Certificate Balance of the Class of Certificates in
respect of which any such reimbursement is made. To the extent any
Nonrecoverable Advances (plus interest thereon) that were reimbursed from
principal collections on the Mortgage Loans and previously resulted in a
reduction of the Principal Distribution Amount are subsequently recovered on the
related Mortgage Loan, the amount of such recovery will be added to the
Certificate Balance of the Class or Classes of Certificates that previously were
allocated Realized Losses, in sequential order, in each case up to the amount of
the unreimbursed Realized Losses allocated to such Class. If the Certificate
Balance of any Class is so increased, the amount of unreimbursed Realized Losses
of such Class shall be decreased by such amount.

            The Certificate Balances of each Class of Principal Balance
Certificates will be reduced without distribution on any Distribution Date as a
write-off to the extent of any Realized Losses allocated to such Class with
respect to such date. Any such write-offs will be applied to Classes of
Principal Balance Certificates in the following order, in each case until the
Certificate Balance of such Class is reduced to zero: first, to the Class P
Certificates, second, to the Class O Certificates; third, to the Class N
Certificates; fourth, to the Class M Certificates; fifth, to the Class L
Certificates; sixth, to the Class K Certificates; seventh, to the Class J
Certificates; eighth, to the Class H Certificates; ninth, to the Class G
Certificates; tenth, to the Class F Certificates; eleventh, to the Class E
Certificates; twelfth, to the Class D Certificates; thirteenth, to the Class C
Certificates; fourteenth, to the Class B Certificates; fifteenth, to the Class
A-J Certificates; and finally, to the Class A-1, Class A-2, Class A-3, Class
A-SB, Class A-4 and Class A-1A Certificates, pro rata, based on their respective
Certificate Balances. Any amounts recovered in respect of amounts previously
written off as Realized Losses shall be distributed to the Classes of Principal
Balance Certificates described above in reverse order of allocation of Realized
Losses thereto in accordance with Section 4.01(b). Additional Trust Fund
Expenses and shortfalls in Available Funds due to extraordinary expenses of the
Trust Fund (including indemnification expenses), a reduction in the Mortgage
Rate on a Mortgage Loan by a bankruptcy court pursuant to a plan of
reorganization or pursuant to any of its equitable powers, or otherwise, shall
be treated as and allocated in the same manner as Realized Losses.

            Realized Losses, Additional Trust Fund Expenses and such other
amounts described above which are applied to each Class of Principal Balance
Certificates will be allocated to reduce the Lower-Tier Principal Balance(s) of
the Corresponding Lower-Tier Regular Interests in the same manner as principal
is allocated thereto pursuant to Section 4.01(a)(ii).

            (g) All amounts distributable to a Class of Certificates pursuant to
this Section 4.01 or Section 4.01A on each Distribution Date shall be allocated
pro rata among the outstanding Certificates in each such Class based on their
respective Percentage Interests. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date, by wire transfer of immediately available
funds to the account of such Holder at a bank or other entity located in the
United States and having appropriate facilities therefor provided that such
Holder shall have provided the Paying Agent with wire instructions in writing at
least five Business Days prior to the related Record Date, or, otherwise, by
check mailed by first-class mail to the address set forth therefor in the
Certificate Register. The final distribution on each Certificate shall be made
in like manner, but only upon presentment and surrender of such Certificate at
the office of the Bond Administrator or its agent (which may be the Paying Agent
or the Certificate Registrar acting as such agent) that is specified in the
notice to Holders of such final distribution.

            (h) Except as otherwise provided in Section 9.01 with respect to an
Anticipated Termination Date, the Bond Administrator shall, no later than the
fifteenth day of the month in the month preceding the month in which the final
distribution with respect to any Class of Certificates is expected to be made,
mail to each Holder of such Class of Certificates on such date a notice to the
effect that:

                  (A) the Bond Administrator reasonably expects based upon
            information previously provided to it that the final distribution
            with respect to such Class of Certificates will be made on such
            Distribution Date, but only upon presentation and surrender of such
            Certificates at the office of the Bond Administrator therein
            specified, and

                  (B) if such final distribution is made on such Distribution
            Date, no interest shall accrue on such Certificates from and after
            such Distribution Date;

provided, however, that the Class R and Class LR Certificates shall remain
outstanding until there is no other Class of Certificates or Lower-Tier Regular
Interests outstanding.

            Any funds not distributed to any Holder or Holders of such Classes
of Certificates on such Distribution Date because of the failure of such Holder
or Holders to tender their Certificates shall, on such date, be set aside and
held in trust for the benefit of the appropriate non-tendering Holder or
Holders. If any Certificates as to which notice has been given pursuant to this
Section 4.0l(h) shall not have been surrendered for cancellation within six
months after the time specified in such notice, the Bond Administrator shall
mail a second notice to the remaining non-tendering Holders to surrender their
Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates
shall have been surrendered for cancellation, the Bond Administrator may,
directly or through an agent, take appropriate steps to contact the remaining
non-tendering Holders concerning surrender of their Certificates. The costs and
expenses of holding such funds in trust and of contacting such Holders shall be
paid out of such funds. If within two years after the second notice any such
Certificates shall not have been surrendered for cancellation, the Paying Agent
shall pay to the Bond Administrator all amounts distributable to the Holders
thereof, and the Bond Administrator shall thereafter hold such amounts for the
benefit of such Holders until the earlier of (i) its termination as Bond
Administrator hereunder and the transfer of such amounts to a successor bond
administrator and (ii) the termination of the Trust Fund and distribution of
such amounts to the Class R Certificateholders. No interest shall accrue or be
payable to any Holder on any amount held in trust hereunder or by the Bond
Administrator as a result of such Holder's failure to surrender its
Certificate(s) for final payment thereof in accordance with this Section
4.01(h). Any such amounts transferred to the Bond Administrator may be invested
in Permitted Investments and all income and gain realized from investment of
such funds shall be for the benefit of the Trustee.

            (i) Shortfalls in Available Funds resulting from Excess Prepayment
Interest Shortfalls shall be allocated to and be deemed distributed to, each
Class of Pooled Regular Certificates, pro rata, based upon the Interest Accrual
Amount distributable to each such Class prior to reduction by such Excess
Prepayment Interest Shortfalls. Servicer Prepayment Interest Shortfalls shall be
deposited by the Servicer into the Collection Account on or prior to the
Servicer Remittance Date.

            (j) On each Distribution Date, any Excess Interest received with
respect to the Mortgage Loans during the related Collection Period shall be
distributed to the Holders of the Class Q Certificates from the Grantor Trust
Distribution Account established pursuant to Section 3.05(c). Any Excess
Interest remaining in the Grantor Trust Distribution Account on the final
Distribution Date shall be distributed to the Holders of the Class Q
Certificates.

            (k) On the final Servicer Remittance Date, the Servicer shall
withdraw from the Collection Account and deliver to the Bond Administrator who
shall distribute to the Mortgage Loan Sellers, any Loss of Value Payments
transferred from the Loss of Value Reserve Fund to the Collection Account on the
immediately preceding Servicer Remittance Date in accordance with Section
3.06(f)(v).

     Section 4.01A Distributions on Class GMB Certificates. (a) (i) The initial
Lower-Tier Principal Balances of the Class GMB Lower-Tier Regular Interests as
of any date subsequent to the first Distribution Date, and Pass-Through Rate on
each Class of Class GMB Lower-Tier Regular Interests shall be as set forth in
the Preliminary Statement and the definition of "Pass-Through Rate."

            (ii) On each Distribution Date, amounts held in the Lower-Tier
      Distribution Account shall be withdrawn, to the extent of the Class GMB
      Available Funds (such amount, the "Class GMB Lower-Tier Distribution
      Amount"). Each Class of Class GMB Lower-Tier Regular Interests shall be
      deemed to have received distributions in respect of principal in an amount
      equal to the amount of principal actually distributable to its respective
      Corresponding Certificates as provided in Section 4.01A(b) or Section
      4.01A(c), as applicable. As of any date, the principal balance of each
      Class GMB Lower-Tier Regular Interest shall equal the Certificate Balance
      of the Corresponding Certificate with respect thereto. On each
      Distribution Date, each Class GMB Lower-Tier Regular Interest shall be
      deemed to have received distributions in respect of interest in an amount
      equal to the Interest Accrual Amount and Class Interest Shortfalls in
      respect of its Corresponding Certificates, in each case to the extent
      actually distributable thereon as provided in Section 4.01A(b) or
      4.01A(c), as applicable. Distributions made in respect of any Class of
      Class GMB Certificates on each Distribution Date pursuant to Section
      4.01A(b) or 4.01A(c), as applicable or Section 9.01 shall be deemed to
      have first been distributed from the Lower-Tier REMIC to the Upper-Tier
      REMIC in respect of its Corresponding Lower-Tier Regular Interest set
      forth in the Preliminary Statement hereto.

            On each Distribution Date, the Bond Administrator shall apply
amounts related to each Prepayment Premium and Yield Maintenance Charge with
respect to the General Motors Building B Loan then on deposit in the Lower-Tier
Distribution Account and received during or prior to the related Collection
Period to the Class GMB Lower-Tier Interests in proportion to the amount of
principal distributed to each Class of Class GMB Lower-Tier Interests on such
Distribution Date under this Section 4.01A(a)(ii).

            The Bond Administrator shall be deemed to deposit the Class GMB
Lower-Tier Distribution Amount and the amount of any related Prepayment Premiums
and any Yield Maintenance Charges distributed to the Upper-Tier REMIC pursuant
to this Section 4.01A(a)(ii) into the Upper-Tier Distribution Account. Any
amount in respect of the General Motors Building B Loan that remains in the
Lower-Tier Distribution Account on each Distribution Date after distribution of
the Class GMB Lower-Tier Distribution Amount and distribution of Prepayment
Premiums and Yield Maintenance Charges in respect of the General Motors Building
B Loan shall be distributed to the Holders of the Class LR Certificates (but
only to the extent of such amount for such Distribution Date remaining in the
Lower-Tier Distribution Account, if any).

            (b) On each Distribution Date, provided that no General Motors
Building Monetary Event of Default or General Motors Building Material Event of
Default shall have occurred and be continuing (or if a General Motors Building
Monetary Event of Default or General Motors Building Material Event of Default
has occurred and is continuing, but any one or more Class GMB Certificateholders
are exercising the General Motors Building Cure Right on behalf of the General
Motors Building B Noteholder pursuant to Section 3.32 of this Agreement, or have
cured such General Motors Building Monetary Event of Default or General Motors
Building Material Event of Default, in either case in accordance with the terms
of the General Motors Building Agreement Among Noteholders and this Agreement)
the Bond Administrator shall withdraw from the Upper-Tier Distribution Account
the amounts deposited in the Upper-Tier Distribution Account in respect of such
Distribution Date pursuant to Section 4.01A(a)(ii), and distribute such amount
to the Class GMB Certificateholders in the amounts and in the order of priority
set forth below:

            (i) First, to the Class GMB-1 Certificates, in respect of interest,
      up to an amount equal to the Interest Accrual Amount of such Class;

            (ii) Second, to the Class GMB-1 Certificates, in respect of
      interest, up to an amount equal to the aggregate unpaid Class Interest
      Shortfalls previously allocated to such Class;

            (iii) Third, to the Class GMB-2 Certificates, in respect of
      interest, up to an amount equal to the Interest Accrual Amount of such
      Class;

            (iv) Fourth, to the Class GMB-2 Certificates, in respect of
      interest, up to an amount equal to the aggregate unpaid Class Interest
      Shortfalls previously allocated to such Class;

            (v) Fifth, to the Class GMB-3 Certificates, in respect of interest,
      up to an amount equal to the Interest Accrual Amount of such Class;

            (vi) Sixth, to the Class GMB-3 Certificates, in respect of interest,
      up to an amount equal to the aggregate unpaid Class Interest Shortfalls
      previously allocated to such Class;

            (vii) Seventh, to the Class GMB-4 Certificates, in respect of
      interest, up to an amount equal to the Interest Accrual Amount of such
      Class;

            (viii) Eighth, to the Class GMB-4 Certificates, in respect of
      interest, up to an amount equal to the aggregate unpaid Class Interest
      Shortfalls previously allocated to such Class;

            (ix) Ninth, pro rata, in reduction of the Certificate Balances
      thereof, to the Class GMB-1, Class GMB-2, Class GMB-3 and Class GMB-4
      Certificates, in an amount up to the Class GMB Principal Distribution
      Amount for such Distribution Date;

            (x) Tenth, to the Class GMB-1 Certificates, to the extent not
      distributed pursuant to all prior clauses, for the unreimbursed amounts of
      Class GMB Collateral Support Deficits, if any, an amount up to the
      aggregate of such unreimbursed Class GMB Collateral Support Deficits
      previously allocated to such Class;

            (xi) Eleventh, to the Class GMB-2 Certificates, to the extent not
      distributed pursuant to all prior clauses, for the unreimbursed amounts of
      Class GMB Collateral Support Deficits, if any, an amount up to the
      aggregate of such unreimbursed Class GMB Collateral Support Deficits
      previously allocated to such Class;

            (xii) Twelfth, to the Class GMB-3 Certificates, to the extent not
      distributed pursuant to all prior clauses, for the unreimbursed amounts of
      Class GMB Collateral Support Deficits, if any, an amount up to the
      aggregate of such unreimbursed Class GMB Collateral Support Deficits
      previously allocated to such Class;

            (xiii) Thirteenth, to the Class GMB-4 Certificates, to the extent
      not distributed pursuant to all prior clauses, for the unreimbursed
      amounts of Class GMB Collateral Support Deficits, if any, an amount up to
      the aggregate of such unreimbursed Class GMB Collateral Support Deficits
      previously allocated to such Class; and

            (xiv) Fourteenth, to the Class R and Class LR Certificates, as
      applicable.

            All references to "pro rata" in the preceding clauses with respect
to interest and Class Interest Shortfalls shall mean pro rata based on the
amount distributable pursuant to such clauses, with respect to distribution of
principal other than for unreimbursed Class GMB Collateral Support Deficits
shall mean pro rata based on Certificate Balance and with respect to
distributions with respect to unreimbursed Class GMB Collateral Support Deficits
shall mean pro rata based on the amount of unreimbursed Class GMB Collateral
Support Deficits previously allocated to the applicable Classes.

            (c) On each Distribution Date on which a General Motors Building
Monetary Event of Default or General Motors Building Material Event of Default
shall have occurred and be continuing (and has not been, or is not being, cured
by any one or more Class GMB Certificateholders exercising the General Motors
Building Cure Right on behalf of the General Motors Building B Noteholder
pursuant to Section 3.32 of this Agreement, in accordance with the terms of the
General Motors Building Agreement Among Noteholders and this Agreement, the Bond
Administrator shall withdraw from the Upper-Tier Distribution Account the
amounts deposited in the Upper-Tier Distribution Account in respect of such
Distribution Date pursuant to Section 4.01A(a)(ii), and distribute such amount
to the Class GMB Certificateholders in the amounts and in the order of priority
set forth below:

            (i) First, to the Class GMB-1 Certificates, in respect of interest,
      up to an amount equal to the Interest Accrual Amount of such Class;

            (ii) Second, to the Class GMB-1 Certificates, in respect of
      interest, up to an amount equal to the aggregate unpaid Class Interest
      Shortfalls previously allocated to such Class;

            (iii) Third, to the Class GMB-1 Certificates, in reduction of the
      Certificate Balance thereof, up to an amount equal to the Class GMB
      Principal Distribution Amount;

            (iv) Fourth, to the Class GMB-1 Certificates, to the extent not
      distributed pursuant to all prior clauses, for the unreimbursed amounts of
      Class GMB Collateral Support Deficits, if any, up to an amount equal to
      the aggregate of such unreimbursed Class GMB Collateral Support Deficits
      previously allocated to such Class;

            (v) Fifth, to the Class GMB-2 Certificates, in respect of interest,
      up to an amount equal to the Interest Accrual Amount of such Class;

            (vi) Sixth, to the Class GMB-2 Certificates, in respect of interest,
      up to an amount equal to the aggregate unpaid Class Interest Shortfalls
      previously allocated to such Class;

            (vii) Seventh, to the Class GMB-2 Certificates, in reduction of the
      Certificate Balance thereof, up to an amount equal to the Class GMB
      Principal Distribution Amount (less amounts thereof distributed pursuant
      to all prior clauses);

            (viii) Eighth, to the Class GMB-2 Certificates, to the extent not
      distributed pursuant to all prior clauses, for the unreimbursed amounts of
      Class GMB Collateral Support Deficits, if any, up to an amount equal to
      the aggregate of such unreimbursed Class GMB Collateral Support Deficits
      previously allocated to such Class;

            (ix) Ninth, to the Class GMB-3 Certificates, in respect of interest,
      up to an amount equal to the Interest Accrual Amount of such Class;

            (x) Tenth, to the Class GMB-3 Certificates, in respect of interest,
      up to an amount equal to the aggregate unpaid Class Interest Shortfalls
      previously allocated to such Class;

            (xi) Eleventh, to the Class GMB-3 Certificates, in reduction of the
      Certificate Balance thereof, up to an amount equal to the Class GMB
      Principal Distribution Amount (less amounts thereof distributed pursuant
      to all prior clauses);

            (xii) Twelfth, to the Class GMB-3 Certificates, to the extent not
      distributed pursuant to all prior clauses, for the unreimbursed amounts of
      Class GMB Collateral Support Deficits, if any, up to an amount equal to
      the aggregate of such unreimbursed Class GMB Collateral Support Deficits
      previously allocated to such Class;

            (xiii) Thirteenth, to the Class GMB-4 Certificates, in respect of
      interest, up to an amount equal to the Interest Accrual Amount of such
      Class;

            (xiv) Fourteenth, to the Class GMB-4 Certificates, in respect of
      interest, up to an amount equal to the aggregate unpaid Class Interest
      Shortfalls previously allocated to such Class;

            (xv) Fifteenth, to the Class GMB-4 Certificates, in reduction of the
      Certificate Balance thereof, up to an amount equal to the Class GMB
      Principal Distribution Amount (less amounts thereof distributed pursuant
      to all prior clauses);

            (xvi) Sixteenth, to the Class GMB-4 Certificates, to the extent not
      distributed pursuant to all prior clauses, for the unreimbursed amounts of
      Class GMB Collateral Support Deficits, if any, up to an amount equal to
      the aggregate of such unreimbursed Class GMB Collateral Support Deficits
      previously allocated to such Class; and

            (xvii) Seventeenth, to the Class R and Class LR Certificates, as
      applicable.

            (d) On each Distribution Date, following the distribution from the
Lower-Tier Distribution Account in respect of the Class GMB Lower-Tier Interests
pursuant to Section 4.01A(a)(ii), the Bond Administrator shall make
distributions of any Prepayment Premiums and Yield Maintenance Charges received
in the related Collection Period on the General Motors Building B Loan from
amounts deposited in the Upper-Tier Distribution Account pursuant to Section
3.05(g), in proportion to the amount of principal distributed to each Class of
Class GMB Certificates on such Distribution Date under Section 4.01A(b) or (c).

            (e) On each Distribution Date, the Bond Administrator shall
distribute amounts withdrawn from the Excess Liquidation Proceeds Account (or
sub-account thereof) in respect of the General Motors Building B Loan pursuant
to Section 4.01(e)(i) and shall distribute such amounts to reimburse the Holders
of the Class GMB Certificates (in the order set forth in Section 4.01A(b) or
4.01A(c), as applicable) up to an amount equal to all Class GMB Collateral
Support Deficits, if any, previously allocated to them and unreimbursed after
application of Class GMB Available Funds for such Distribution Date.

            Amounts paid from the Excess Liquidation Proceeds Account pursuant
to the preceding paragraph shall first be deemed to have been distributed to the
Class GMB Lower-Tier Regular Interests in reimbursement of Class GMB Collateral
Support Deficits previously allocated thereto in the same manner as provided in
Section 4.01(f). Amounts paid from the Excess Liquidation Proceeds Account will
not reduce the Certificate Balances of the Class GMB Certificates receiving such
distributions.

            (f) On each Distribution Date, immediately following the
distributions to be made on such date pursuant to Section 4.01(b) and Section
4.01(c), the Bond Administrator shall calculate the amount, if any, by which (i)
the aggregate Stated Principal Balance of the General Motors Building B Loan and
any related REO Loan expected to be outstanding immediately following such
Distribution Date, is less than (ii) the then aggregate Certificate Balance of
the Class GMB Certificates after giving effect to distributions of principal on
such Distribution Date (any such deficit, the "Class GMB Collateral Support
Deficit"). Any allocation of Class GMB Collateral Support Deficits to a Class of
Class GMB Certificates shall be made by reducing the Certificate Balance thereof
by the amount so allocated. Any Class GMB Collateral Support Deficits allocated
to a Class of Class GMB Certificates shall be allocated among the respective
Certificates of such Class in proportion to the Percentage Interests evidenced
thereby. The allocation of Class GMB Collateral Support Deficits shall
constitute an allocation of losses and other shortfalls experienced by the Trust
Fund with respect to the General Motors Building B Loan. Reimbursement of
previously allocated Class GMB Collateral Support Deficits will not constitute
distributions of principal for any purpose and will not result in an additional
reduction in the Certificate Balance of the Class of Class GMB Certificates in
respect of which any such reimbursement is made.

            The Certificate Balances of each Class of Class GMB Certificates
will be reduced without distribution on any Distribution Date as a write-off to
the extent of any Class GMB Collateral Support Deficits allocated to such Class
with respect to such date. Any such write-offs will be applied to the Classes of
Class GMB Certificates in the following order, in each case until the
Certificate Balance of such Class is reduced to zero: first, to the Class GMB-4
Certificates; second, to the Class GMB-3 Certificates; third, to the Class GMB-2
Certificates; and finally, to the Class GMB-1 Certificates. Any amounts
recovered in respect of amounts previously written off as Class GMB Collateral
Support Deficits shall be distributed to the Classes of Certificates described
above in reverse order of allocation of Class GMB Collateral Support Deficits
thereto in accordance with Section 4.01A(b) or Section 4.01A(c), as applicable.

            Class GMB Collateral Support Deficits which are applied to each
Class of Certificates will be allocated to reduce the Lower-Tier Principal
Balance of the Corresponding Lower-Tier Regular Interests in the same manner as
principal is allocated thereto pursuant to Section 4.01A(a)(ii).

            (g) On each Distribution Date, Prepayment Interest Shortfalls on the
General Motors Building Whole Loan shall be allocated first to interest
distributions on the General Motors Building B Loan on such Distribution Date,
and then to interest distributions on the General Motors Building Senior Loans
on such Distribution Date, pro rata. Prepayment Interest Shortfalls on the
General Motors Building B Loan in excess of the Servicer Prepayment Interest
Shortfall delivered pursuant to Section 3.19(c) that is related to the General
Motors Building B Loan included in Available Funds (the "Class GMB Excess
Prepayment Interest Shortfall") shall be allocated to and be deemed distributed
to, each Class of Class GMB Certificates, pro rata, based upon the Interest
Accrual Amount distributable to each such Class prior to reduction by such
excess Prepayment Interest Shortfalls and in corresponding amounts to the
Corresponding Lower-Tier Regular Interests.

            Amounts allocated under the General Motors Building Agreement Among
Noteholders to the reimbursement of cure payments made pursuant to the General
Motors Building Agreement Among Noteholders shall be distributed to the Class
GMB Certificateholders (or Beneficial Owners) which made such cure payments, pro
rata in accordance with the amount of the cure payment made by each such Class
GMB Certificateholder (or Beneficial Owner).

            Section 4.02 Statements to Certificateholders; Reports by Bond
Administrator; Other Information Available to the Holders and Others. (a) On
each Distribution Date, the Bond Administrator shall make available to the
general public a statement (substantially in the form set forth as Exhibit K
attached hereto and based on the information set forth in (i) the CMSA Reporting
Package prepared by the Servicer and the other reports prepared by the Servicer
and Special Servicer relating to such Distribution Date, upon which information
the Bond Administrator may conclusively rely, in accordance with CMSA guidelines
and (ii) the Reconciliation of Funds Report prepared by the Bond Administrator)
as to distributions made on such Distribution Date (each, a "Distribution Date
Statement") setting forth (with respect to each Class of Certificates) the
following information:

            (i) the aggregate amount of the distribution to be made on such
      Distribution Date to the Holders of each Class of Certificates (other than
      the Class X-C, Class X-P, Class R and Class LR Certificates) applied to
      reduce the respective Certificate Balance thereof;

            (ii) the aggregate amount of the distribution to be made on such
      Distribution Date to the Holders of each Class of Certificates allocable
      to (A) the Interest Accrual Amount and/or (B) Prepayment Premiums;

            (iii) the aggregate Certificate Balance or aggregate Notional
      Balance, as the case may be, of each Class of Certificates, before and
      after giving effect to the distributions made on such Distribution Date,
      separately identifying any reduction in the aggregate Certificate Balance
      (or, if applicable, the aggregate Notional Balance) of each such Class due
      to Realized Losses (or in the case of the Class GMB Certificates, Class
      GMB Collateral Support Deficits) and/or Additional Trust Fund Expenses;

            (iv) the Pass-Through Rate for each Class of Certificates applicable
      to such Distribution Date and the next succeeding Distribution Date;

            (v) the Available Funds for such Distribution Date;

            (vi) the amount of the distribution on such Distribution Date to the
      Holders of such Class of Certificates allocable to Yield Maintenance
      Charges;

            (vii) the number and related Stated Principal Balance of any
      Mortgage Loans extended or modified during the related Collection Period,
      on a loan-by-loan basis;

            (viii) a loan-by-loan listing of each Mortgage Loan which was
      defeased during the related Collection Period;

            (ix) the balance of the Interest Reserve Account on the Servicer
      Remittance Date;

            (x) with respect to the Mortgage Pool, the number of Mortgage Loans,
      their aggregate Stated Principal Balance, the weighted average remaining
      term to maturity and weighted average Mortgage Rate of the Mortgage Loans
      at the close of business on the related Due Date to such Distribution
      Date;

            (xi) the number and aggregate Stated Principal Balance of the
      Mortgage Loans or Serviced Whole Loans (A) delinquent 30-59 days, (B)
      delinquent 60-89 days, (c) delinquent 90 days or more, (D) that are
      Specially Serviced Loans that are not delinquent, or (E) current, but not
      Specially Serviced, as to which foreclosure proceedings have been
      commenced, but not REO Property;

            (xii) with respect to any REO Loan as to which the related Mortgaged
      Property became an REO Property during the preceding calendar month, the
      city, state, property type, latest Debt Service Coverage Ratio, Stated
      Principal Balance and the Stated Principal Balance of such Mortgage Loan
      as of the date each became an REO Loan;

            (xiii) as to any Mortgage Loan repurchased by a Mortgage Loan Seller
      or otherwise liquidated or disposed of during the related Collection
      Period, (A) the Loan Number of the related Mortgage Loan and (B) the
      amount of proceeds of any repurchase of a Mortgage Loan, Liquidation
      Proceeds and/or other amounts, if any, received thereon during the related
      Collection Period and the portion thereof included in the Available Funds
      or Class GMB Available Funds for such Distribution Date;

            (xiv) with respect to any REO Property included in the Trust Fund at
      the close of business on the related Due Date (A) the Loan Number of the
      related Mortgage Loan, (B) the value of such REO Property based on the
      most recent Appraisal or valuation;

            (xv) with respect to any REO Property sold or otherwise disposed of
      during the related Collection Period and for which a Final Recovery
      Determination has been made, (A) the Loan Number of the related Mortgage
      Loan, (B) the Realized Loss attributable to such Mortgage Loan, (C) the
      amount of sale proceeds and other amounts, if any, received in respect of
      such REO Property during the related Collection Period and the portion
      thereof included in the Available Funds for such Distribution Date, (D)
      the date of the Final Recovery Determination and (E) the balance of the
      Excess Liquidations Proceeds Account for such Distribution Date;

            (xvi) a loan-by-loan listing of each Mortgage Loan which was the
      subject of a Principal Prepayment (other than Liquidation Proceeds and
      Insurance Proceeds) during the related Collection Period and the amount of
      Principal Prepayment occurring, together with the aggregate amount of
      Principal Prepayments made during the related Collection Period and any
      Excess Prepayment Interest Shortfall for such Distribution Date;

            (xvii) the amount of Property Advances and P&I Advances outstanding
      (net of reimbursed Advances) which have been made by the Servicer, the
      Special Servicer or the Trustee in the aggregate and by Mortgaged Property
      or Mortgage Loan, as the case may be;

            (xviii) the aggregate amount of Trustee Fees, Servicing Fees,
      Special Servicing Fees, Workout Fees, Liquidation Fees and other servicing
      compensation retained by or paid to the Servicer, the Special Servicer,
      the Trustee and the Bond Administrator during the related Collection
      Period;

            (xix) the amount of any Appraisal Reduction Amounts allocated during
      the related Collection Period on a loan-by-loan basis; the total Appraisal
      Reduction Amounts allocated during the related Collection Period; and the
      total Appraisal Reduction Amounts as of such Distribution Date on a
      loan-by-loan basis;

            (xx) the amount of Realized Losses, Additional Trust Fund Expenses
      and Class Interest Shortfalls, if any, incurred with respect to the
      Mortgage Loans during the related Collection Period and in the aggregate
      for all prior Collection Periods (except to the extent reimbursed or
      paid); and

            (xxi) in the case of the Class Q Certificates, the amount of any
      distributions on such Certificates pursuant to Section 4.01(j).

            In the case of information furnished pursuant to subclauses (i),
(ii), (iii), (vi) and (xix) above, the amounts shall be expressed as a dollar
amount in the aggregate for all Certificates of each applicable Class and per
$1,000 of original Certificate Balance or Notional Balance, as the case may be.

            On each Distribution Date, the Bond Administrator shall make
available to each Holder of a Class R or Class LR Certificate a copy of the
reports made available to the other Certificateholders on such Distribution Date
and a statement setting forth the amounts, if any, actually distributed with
respect to the Class R or Class LR Certificates on such Distribution Date. Such
obligation of the Bond Administrator shall be deemed to have been satisfied to
the extent that it provided substantially comparable information pursuant to any
requirements of the Code as from time to time in force.

            Within a reasonable period of time after the end of each calendar
year, the Bond Administrator shall furnish to each Person who at any time during
the calendar year was a Certificateholder of record (other than a Holder of
Class GMB Certificates), a report summarizing on an annual basis (if
appropriate) the items provided to Certificateholders pursuant to clauses (i)
and (ii) above as to the applicable Class, aggregated for such calendar year or
applicable portion thereof during which such person was a Certificateholder,
together with such other information as may be required to enable such
Certificateholders to prepare their federal income tax returns. Such information
shall include the amount of original issue discount accrued on each Class of
Certificates (other than the Class GMB Certificates) held by Persons other than
Holders exempted from the reporting requirements and information regarding the
expenses of the Trust Fund. Such requirement shall be deemed to be satisfied to
the extent such information is provided pursuant to applicable requirements of
the Code from time to time in force.

            (b) [Reserved]

            (c) On each Distribution Date, the Bond Administrator shall make
available to the general public via its internet website located at
"www.etrustee.net" (i) the related Distribution Date Statement (in the form of
Exhibit K, attached hereto), (ii) to the extent received from the Servicer, the
CMSA Loan Periodic Update File (including the Advance Recovery Report), CMSA
Loan Setup File, CMSA Bond Level File and CMSA Collateral Summary File and (iii)
as a convenience (and not in furtherance of the distribution thereof under the
securities laws), the Prospectus and this Agreement and any other information
requested by the Depositor.

            (d) On each Distribution Date beginning in May 2005, the Bond
Administrator shall make available to any Privileged Person via its internet
website (as described above), to the extent received from the Servicer, to any
Privileged Person, the Underwriters and the Initial Purchasers via its internet
website, the CMSA Supplemental Servicer Reports, the CMSA Property File, the
CMSA Financial File and any other information requested by the Depositor. The
information that pertains to Specially Serviced Loans and REO Properties
reflected in such reports shall be based solely upon the reports delivered by
the Special Servicer to the Servicer four Business Days prior to the related
Servicer Remittance Date.

            (e) The information contained in the reports in the preceding
paragraph of this Section 4.02 shall be made available to the Bond Administrator
electronically by the Servicer in the form of, or reflected in, the CMSA
Reporting Package and the CMSA Reports, and the Bond Administrator will make
such reports and the Reconciliation of Funds Report available via its internet
website (as described above); provided, however, that the Bond Administrator
will provide Certificateholders with a written copy of such reports upon request
in the manner described in such preceding paragraph.

            (f) The Bond Administrator makes no representations or warranties as
to the accuracy or completeness of any report, document or other information
made available on its Internet website and assumes no responsibility therefor.
In addition, the Bond Administrator may disclaim responsibility for any
information distributed by it for which it is not the original source. The Bond
Administrator shall not be responsible for the accuracy or completeness of any
information supplied to it by the Servicer or Special Servicer that is included
in any reports, statements, materials or information prepared or provided by the
Servicer or Special Servicer, as applicable, and the Bond Administrator shall be
entitled to conclusively rely upon the Servicer's reports and the Special
Servicer's reports without any duty or obligation to recompute, verify or
re-evaluate any of the amounts or other information stated therein. In
connection with providing access to the Bond Administrator's Internet website,
the Bond Administrator may require registration and the acceptance of a
disclaimer. The Bond Administrator shall not be liable for the dissemination of
information in accordance herewith.

            (g) The Servicer may, at its sole cost and expense, make available
by electronic media, bulletin board service or Internet website (in addition to
making information available as provided herein) the CMSA Reporting Package and
any other reports or other information the Servicer is required or permitted to
provide to any party to this Agreement, the Rating Agencies or any
Certificateholder or prospective Certificateholder to the extent such action
does not conflict with the terms of this Agreement, the terms of the Mortgage
Loans or applicable law. In connection with providing access to the Servicer's
Internet website, the Servicer shall take reasonable measures to ensure that
only such parties listed above may access such information including, without
limitation, requiring registration, a confidentiality agreement and acceptance
of a disclaimer. The Servicer shall not be liable for dissemination of this
information in accordance with this Agreement, provided that such information
otherwise meets the requirements set forth herein with respect to the form and
substance of such information or reports. The Servicer shall be entitled to
attach to any report provided pursuant to this subsection, any reasonable
disclaimer with respect to information provided, or any assumptions required to
be made by such report. Notwithstanding anything herein to the contrary, the
Servicer may, at its sole cost and expense, make available by electronic media,
bulletin board service or Internet website any reports or other information the
Servicer is required or permitted to provide to any Borrower with respect to
such Borrower's Mortgage Loan to the extent such action does not conflict with
the terms of this Agreement, the terms of the Mortgage Loans or applicable law.
If the Servicer is required to deliver any statement, report or other
information under any provision of this Agreement, then, the Servicer may
satisfy such obligation by (x) physically delivering a paper copy of such
statement, report or information, (y) delivering such statement, report or
information in a commonly used electronic format, or (z) making such statement,
report or information available on the Servicer's website, unless this Agreement
expressly specifies a particular method of delivery; provided that all reports
required to be delivered to the Trustee or the Bond Administrator shall be
delivered in accordance with clause (x) or (y).

            (h) The Special Servicer shall from time to time (and, in any event,
as may be reasonably required by the Servicer) provide the Servicer with such
information in its possession regarding the Specially Serviced Loans and REO
Properties as may be reasonably necessary for the Servicer to prepare each
report and any supplemental information to be provided by the Servicer to the
Bond Administrator. None of the Bond Administrator, the Trustee or the Depositor
shall have any obligation to recompute, verify or recalculate the information
provided thereto by the Servicer. Unless the Bond Administrator has actual
knowledge that any report or file received from the Servicer contains erroneous
information, the Bond Administrator is authorized to rely thereon in calculating
and making distributions to Certificateholders and allocating Realized Losses to
the Certificates in accordance with Section 4.01 and preparing the statements to
Certificateholders required by Section 4.02(a).

            (i) As soon as reasonably practicable, upon the written request of
and at the expense of any Certificateholder, the Bond Administrator shall
provide the requesting Certificateholder with such information that is in the
Bond Administrator's possession or can reasonably be obtained by the Bond
Administrator as is requested by such Certificateholder, for purposes of
satisfying applicable reporting requirements under Rule 144A under the
Securities Act. Neither the Certificate Registrar nor the Bond Administrator
shall have any responsibility for the sufficiency under Rule 144A or any other
securities laws of any available information so furnished to any person
including any prospective purchaser of a Certificate or any interest therein,
nor for the content or accuracy of any information so furnished which was
prepared or delivered to them by another.

            (j) The Bond Administrator shall make available at its offices,
during normal business hours, upon not less than two Business Day's prior
notice, for review by any Certificateholder, any prospective investor in a
Certificate or any Serviced Companion Loan Noteholder (with respect to items
(iv) - (vii), only to the extent such information relates to the related
Serviced Companion Loan), the Depositor, the Servicer, the Special Servicer, the
Trustee, any Rating Agency and any other Person to whom the Depositor in its
sole judgment, deems that such disclosure is appropriate, originals or copies of
documents relating to the Mortgage Loans and any related REO Properties to the
extent in its possession, including, without limitation, the following items
(except to the extent prohibited by applicable law or under any of the related
Loan Documents): (i) this Agreement and any amendments thereto; (ii) all
Distribution Date Statements delivered to the Certificateholders and any
Companion Loan Noteholder (or in the case of a Holder of Class GMB Certificates,
all Class GMB Distribution Date Statements) since the Closing Date; (iii) all
annual Officer's Certificates and all accountants' reports delivered by the
Servicer and the Special Servicer to the Bond Administrator since the Closing
Date regarding compliance with the relevant agreements; (iv) the most recent
property inspection report prepared by or on behalf of the Servicer or the
Special Servicer in respect of each Mortgaged Property and delivered to the Bond
Administrator; (v) the most recent annual (or more frequent, if available)
operating statements, rent rolls (to the extent such rent rolls have been made
available by the related Borrower) and/or lease summaries and retail sales
information, if any, collected by or on behalf of the Servicer or the Special
Servicer in respect to each Mortgaged Property; (vi) any and all modifications,
waivers and amendments of the terms of a Mortgage Loan or Serviced Whole Loan
entered into by the Servicer and/or the Special Servicer and delivered to the
Bond Administrator; and (vii) any and all Officer's Certificates and other
evidence delivered to or by the Bond Administrator to support the Servicer's,
the Special Servicer's or the Trustee's, as the case may be, determination that
any Advance, if made, would be a Nonrecoverable Advance. Copies of any and all
of the foregoing items will be available from the Bond Administrator upon
request. The Bond Administrator will be permitted to require payment by the
requesting party (other than a Rating Agency) of a sum sufficient to cover the
reasonable costs and expenses of making such information available and providing
any copies thereof. The Bond Administrator's obligation under this Section
4.02(j) to make available any document is subject to the Bond Administrator's
receipt of such document.

            (k) On or within two Business Days following each Distribution Date,
the Bond Administrator shall prepare and furnish to the Financial Market
Publisher and each Underwriter, using the format and media mutually agreed upon
by the Bond Administrator, the Financial Market Publisher, each Underwriter and
the Depositor, the following information regarding each Mortgage Loan and any
other information reasonably requested by each Underwriter and available to the
Bond Administrator:

            (i) the Loan Number;

            (ii) each related Mortgage Rate; and

            (iii) the Stated Principal Balance as of such Distribution Date.

The Bond Administrator shall only be obligated to deliver the statements,
reports and information contemplated by Section 4.02 to the extent it receives
the necessary underlying information from the Servicer or the Special Servicer
and shall not be liable for any failure to deliver any thereof on the prescribed
due dates, to the extent caused by failure to receive timely such underlying
information. Nothing herein shall obligate the Bond Administrator, the Trustee,
the Servicer or the Special Servicer to violate any applicable law prohibiting
disclosure of information with respect to any Borrower and the failure of the
Bond Administrator, the Servicer or the Special Servicer to disseminate
information for such reason shall not be a breach hereof.

            Section 4.03 Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement, the Paying Agent shall
comply with all federal withholding requirements with respect to payments to
Certificateholders of interest or original issue discount that the Paying Agent
reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for any such withholding. The Paying
Agent agrees that it will not withhold with respect to payments of interest or
original issue discount in the case of a Holder that is a non-U.S. Person that
has furnished or caused to be furnished (i) an effective Form W-8BEN, Form
W-8IMY or Form W-9 or an acceptable substitute form or a successor form and who
is not a "10-percent shareholder" within the meaning of Code Section
871(h)(3)(B) or a "controlled foreign corporation" described in Code Section
881(c)(3)(c) with respect to the Trust Fund or the Depositor, or (ii) an
effective Form W-8ECI or an acceptable substitute form or a successor form. In
the event the Paying Agent or its agent withholds any amount from interest or
original issue discount payments or advances thereof to any Certificateholder
pursuant to federal withholding requirements, the Paying Agent shall indicate
the amount withheld to such Certificateholder. Any amount so withheld shall be
treated as having been distributed to such Certificateholder for all purposes of
this Agreement.

            Section 4.04 REMIC Compliance. (a) The parties intend that the
Lower-Tier REMIC and the Upper-Tier REMIC and shall constitute, and that the
affairs of the Lower-Tier REMIC and the Upper-Tier REMIC shall be conducted so
as to qualify it as, a "real estate mortgage investment conduit" as defined in,
and in accordance with, the REMIC Provisions at all times any Certificates are
outstanding, and the provisions hereof shall be interpreted consistently with
this intention. In furtherance of such intention, the Bond Administrator shall,
to the extent permitted by applicable law, act as agent, and is hereby appointed
to act as agent, of each such REMIC and shall on behalf of each such REMIC:

            (i) make an election, on behalf of the Lower-Tier REMIC and the
      Upper-Tier REMIC, to be treated as a REMIC on Form 1066 for its first
      taxable year, in accordance with the REMIC Provisions;

            (ii) prepare and file, or cause to be prepared and filed, all
      required Tax Returns for the Lower-Tier REMIC and the Upper-Tier REMIC,
      using a calendar year as the taxable year for each of such REMIC as
      required by the REMIC Provisions and other applicable federal, state or
      local income tax laws;

            (iii) prepare and forward, or cause to be prepared and forwarded, to
      the Certificateholders and the IRS and applicable state and local tax
      authorities all information reports as and when required to be provided to
      them in accordance with the REMIC Provisions of the Code;

            (iv) if the filing or distribution of any documents of an
      administrative nature not addressed in clauses (i) through (iii) of this
      Section 4.04(a) is then required by the REMIC Provisions in order to
      maintain the status of the Lower-Tier REMIC and the Upper-Tier REMIC as a
      REMIC or is otherwise required by the Code, prepare and file or
      distribute, or cause to be prepared and signed and filed or distributed,
      such documents with or to such Persons when and as required by the REMIC
      Provisions or the Code or comparable provisions of state and local law;

            (v) within 30 days of the Closing Date, obtain a taxpayer
      identification number for each of the Lower-Tier REMIC and the Upper-Tier
      REMIC on IRS Form SS-4 and (in the case of the Upper-Tier REMIC only),
      furnish or cause to be furnished to the IRS, on Form 8811 or as otherwise
      may be required by the Code, the name, title and address of the person
      that the Certificateholders may contact for tax information relating
      thereto (and the Bond Administrator shall act as the representative of the
      Upper-Tier REMIC for this purpose), together with such additional
      information as may be required by such Form, and shall update such
      information at the time or times and in the manner required by the Code
      (and the Depositor agrees within 10 Business Days of the Closing Date to
      provide any information reasonably requested by the Servicer, the Special
      Servicer or the Bond Administrator and necessary to make such filing); and

            (vi) maintain such records relating to the Lower-Tier REMIC and the
      Upper-Tier REMIC as may be necessary to prepare the foregoing returns,
      schedules, statements or information, such records, for federal income tax
      purposes, to be maintained on a calendar year and on an accrual basis.

            The Holder of the largest Percentage Interest in the Class R
Certificates shall be the tax matters person of the Upper-Tier REMIC, and the
Holder of the largest Percentage Interest in the Class LR Certificates shall be
the tax matters persons of the Lower-Tier REMIC pursuant to Treasury Regulations
Section 1.860F-4(d). The Trustee shall, promptly after receipt thereof from the
Bond Administrator, sign all Tax Returns and other reports required by this
Section 4.04 and promptly return them to the Bond Administrator for filing or as
otherwise provided by this Section. If more than one Holder shall hold an equal
Percentage Interest in the Class R or Class LR Certificates larger than that
held by any other Holder, the first such Holder to have acquired such Class R or
Class LR Certificates shall be such tax matters person. The Bond Administrator
shall act as attorney-in-fact and agent for the tax matters person of the
Lower-Tier REMIC and the Upper-Tier REMIC, and each Holder of a Percentage
Interest in the Class R or Class LR Certificates, by acceptance hereof, is
deemed to have consented to the Bond Administrator's appointment in such
capacity and agrees to execute any documents required to give effect thereto,
and any fees and expenses incurred by the Bond Administrator in connection with
any audit or administrative or judicial proceeding shall be paid by the Trust
Fund.

            The Bond Administrator shall not intentionally take any action or
intentionally omit to take any action if, in taking or omitting to take such
action, the Bond Administrator knows that such action or omission (as the case
may be) would cause the termination of the REMIC status of the Lower-Tier REMIC
or the Upper-Tier REMIC or the imposition of tax on the Lower-Tier REMIC or the
Upper-Tier REMIC (other than a tax on income expressly permitted to be received
by the terms of this Agreement). Notwithstanding any provision of this paragraph
to the contrary, the Bond Administrator shall not be required to take any action
that the Bond Administrator in good faith believes to be inconsistent with any
other provision of this Agreement, nor shall the Bond Administrator be deemed in
violation of this paragraph if it takes any action expressly required or
authorized by any other provision of this Agreement, and the Bond Administrator
shall have no responsibility or liability with respect to any act or omission of
the Depositor, the Servicer or the Special Servicer which does not enable the
Bond Administrator to comply with any of clauses (i) through (vi) of the first
paragraph of this Section 4.04(a) or which results in any action contemplated by
clauses (i) or (ii) of the next succeeding sentence. In this regard the Bond
Administrator shall (i) exercise reasonable care not to allow the occurrence of
any "prohibited transactions" within the meaning of Code Section 860F(a), unless
the party seeking such action shall have delivered to the Trustee and the Bond
Administrator an Opinion of Counsel (at such party's expense) that such
occurrence would not (A) result in a taxable gain, (B) otherwise subject the
Lower-Tier REMIC or the Upper-Tier REMIC to tax (other than a tax at the highest
marginal corporate tax rate on net income from foreclosure property), or (c)
cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a
REMIC; and (ii) exercise reasonable care not to allow the Trust Fund to receive
any contributions, or any income from the performance of services or from assets
not permitted under the REMIC Provisions to be held by a REMIC (provided,
however, that the receipt of any income expressly permitted or contemplated by
the terms of this Agreement shall not be deemed to violate this clause). None of
the Servicer, the Special Servicer and the Depositor shall be responsible or
liable (except in connection with any act or omission referred to in the two
preceding sentences or the following sentence) for any failure by the Bond
Administrator to comply with the provisions of this Section 4.04. The Depositor,
the Servicer and the Special Servicer shall cooperate in a timely manner with
the Bond Administrator in supplying any information within the Depositor's, the
Servicer's or the Special Servicer's control (other than any confidential
information) that is reasonably necessary to enable the Bond Administrator to
perform its duties under this Section 4.04.

            (b) The following assumptions are to be used for purposes of
determining the anticipated payments of principal and interest for calculating
the original yield to maturity and original issue discount with respect to the
Regular Certificates: (i) each Mortgage Loan will pay principal and interest in
accordance with its terms and scheduled payments will be timely received on
their Due Dates, provided that the Mortgage Loans will prepay in accordance with
the Prepayment Assumption; (ii) none of the Sole Certificateholder, the
Servicer, the Special Servicer and the Certificateholder owning a majority of
the Percentage Interests in the Controlling Class will exercise the right
described in Section 9.01 of this Agreement to cause early termination of the
Trust Fund; and (iii) no Mortgage Loan is repurchased by a Mortgage Loan Seller
pursuant to Article II hereof.

            Section 4.05 Imposition of Tax on the Trust Fund. In the event that
any tax, including interest, penalties or assessments, additional amounts or
additions to tax, is imposed on the Upper-Tier REMIC or Lower-Tier REMIC, such
tax shall be charged against amounts otherwise distributable to the Holders of
the Certificates; provided, that any taxes imposed on any net income from
foreclosure property pursuant to Code Section 860G(d) or any similar tax imposed
by a state or local jurisdiction shall instead be treated as an expense of the
related REO Property in determining Net REO Proceeds with respect to the REO
Property (and until such taxes are paid, the Special Servicer from time to time
shall withdraw from amounts in the REO Account (and, in the case of any Serviced
Whole Loans, from amounts in the Serviced Whole Loan REO Account) allocable to
the Mortgage Loans and transfer to the Bond Administrator amounts reasonably
determined by the Bond Administrator to be necessary to pay such taxes, which
the Bond Administrator shall maintain in a separate, non-interest-bearing
account, and the Bond Administrator shall send to the Special Servicer for
deposit in the REO Account (or, if applicable, the Serviced Whole Loan REO
Account) the excess determined by the Bond Administrator from time to time of
the amount in such account over the amount necessary to pay such taxes) and
shall be paid therefrom; provided that any such tax imposed on net income from
foreclosure property that exceeds the amount in any such reserve shall be
retained from Available Funds (and, if related to the General Motors Building
Whole Loan, Class GMB Available Funds) as provided in Section 3.06(b)(xiii) or,
in the case of any Serviced Whole Loans, in Section 3.06(c)(xiii), and the next
sentence. Except as provided in the preceding sentence, the Bond Administrator
is hereby authorized to and shall retain or cause to be retained from Available
Funds (and, to the extent of the allocable share thereof of the General Motors
Building B Note, from Class GMB Available Funds) sufficient funds to pay or
provide for the payment of, and to actually pay, such tax as is legally owed by
the applicable REMIC (but such authorization shall not prevent the Bond
Administrator from contesting, at the expense of the Trust Fund (and, in the
case of any Serviced Whole Loans and the holders of the related Serviced Pari
Passu Companion Loan on a pro rata basis based on the Mortgage Loan's or related
Serviced Pari Passu Companion Loan's, as applicable, Stated Principal Balance;
provided that with respect to the General Motors Building Whole Loan, such
expenses shall be allocated among the General Motors Building Mortgage Loan, the
General Motors Building B Loan and the General Motors Building Pari Passu Loan,
on a pro rata basis based on each such loan's Stated Principal Balance), any
such tax in appropriate proceedings, and withholding payment of such tax, if
permitted by law, pending the outcome of such proceedings). The Bond
Administrator is hereby authorized to and shall segregate or cause to be
segregated, into a separate non-interest bearing account, (i) the net income
allocable to the Mortgage Loans from any "prohibited transaction" under Code
Section 860F(a) or (ii) the amount of any contribution to the Lower-Tier REMIC
or the Upper-Tier REMIC after the Startup Day that is subject to tax under Code
Section 860G(d) and use such income or amount, to the extent necessary, to pay
such tax (and return the balance thereof, if any, to the Collection Account, the
Lower-Tier Distribution Account or the Upper-Tier Distribution Account, as the
case may be). To the extent that any such tax is paid to the IRS, the Bond
Administrator shall retain an equal amount from future amounts otherwise
distributable to the Holders of the Class R or the Class LR Certificates, as the
case may be, and shall distribute such retained amounts to the Holders of
Regular Certificates, or the Trustee as Holder of the Lower-Tier Regular
Interests, until they are fully reimbursed and then to the Holders of the Class
R Certificates or the Class LR Certificates, as applicable. Neither the
Servicer, the Special Servicer nor the Bond Administrator shall be responsible
for any taxes imposed on the Lower-Tier REMIC or the Upper-Tier REMIC except to
the extent such tax is attributable to a breach of a representation or warranty
or the gross negligence or willful misconduct of the Servicer, the Special
Servicer or the Bond Administrator or an act or omission of the Servicer, the
Special Servicer or the Bond Administrator in contravention of this Agreement,
provided, further, that such breach, act or omission could result in liability
under Section 6.03, in the case of the Servicer or Section 4.04 or 8.01, in the
case of the Bond Administrator. Notwithstanding anything in this Agreement to
the contrary, in each such case, the Trustee, the Servicer or the Special
Servicer shall not be responsible for Bond Administrator's breaches, acts or
omissions, and the Bond Administrator shall not be responsible for the breaches,
acts or omissions of the Servicer or the Special Servicer.

            Section 4.06 Remittances. (a) "Applicable Monthly Payment" shall
mean, for any Mortgage Loan with respect to any month, (A) if such Mortgage Loan
is delinquent as to its Balloon Payment (including any such Mortgage Loan as to
which the related Mortgaged Property has become an REO Property), the related
Assumed Scheduled Payment, and (B) if such Mortgage Loan is not described in
clause (A) above (including any such Mortgage Loan as to which the related
Mortgaged Property has become an REO Property), the Monthly Payment (after
giving effect to any modification other than as described in (A) above);
provided, however, that for purposes of calculating the amount of any P&I
Advance required to be made by the Servicer or the Trustee, notwithstanding the
amount of such Applicable Monthly Payment, interest shall be calculated at the
Net Mortgage Pass-Through Rate (plus the Trustee Fee Rate). The Applicable
Monthly Payment shall be reduced, for purposes of P&I Advances, by any
modifications pursuant to Section 3.30, Section 3.31, Section 3.32, as
applicable, or otherwise and by any reductions by a bankruptcy court pursuant to
a plan of reorganization or pursuant to any of its equitable powers.

            (b) On the Servicer Remittance Date immediately preceding each
Distribution Date, the Servicer shall:

            (i) remit to the Bond Administrator for deposit in the Lower-Tier
      Distribution Account an amount equal to Prepayment Premiums and Yield
      Maintenance Charges, and for deposit in accordance with Section 3.05(j)
      Excess Liquidation Proceeds, in each case received by the Servicer in the
      Collection Period preceding such Distribution Date;

            (ii) remit to the Bond Administrator for deposit in the Lower-Tier
      Distribution Account an amount equal to the aggregate of the Available
      Funds and Class GMB Available Funds for such Distribution Date; and

            (iii) remit to the Bond Administrator for deposit in the Grantor
      Trust Distribution Account an amount equal to the Excess Interest for the
      benefit of the Class Q Certificateholders received by the Servicer in the
      Collection Period preceding such Distribution Date

            Section 4.07 P&I Advances. (a) On or before 1:00 p.m. (New York City
time) on each Servicer Remittance Date, the Servicer shall in the case of all
Mortgage Loans either (i) remit to the Bond Administrator for deposit into the
Lower-Tier Distribution Account from its own funds an amount equal to the
aggregate amount of P&I Advances, if any, to be made in respect of the related
Distribution Date, (ii) apply amounts held in the Collection Account or the
applicable Serviced Whole Loan Collection Account, as applicable, for future
distribution to Certificateholders in subsequent months in discharge of any such
obligation to make P&I Advances; provided that amounts in the applicable
Serviced Whole Loan Collection Account shall only be applied up to the related
Mortgage Loan's pro rata share of the amounts held therein on such date or (iii)
make P&I Advances in the form of any combination of (i) and (ii) aggregating the
total amount of P&I Advances to be made. Any amounts held in the Collection
Account or any Serviced Whole Loan Collection Account, as applicable, for future
distribution and so used to make P&I Advances shall be appropriately reflected
in the Servicer's records and replaced by the Servicer by deposit in the
Collection Account or the applicable Serviced Whole Loan Collection Account, as
applicable, on or before the next succeeding P&I Advance Determination Date (to
the extent not previously replaced through the deposit of Late Collections of
the delinquent principal and/or interest in respect of which such P&I Advances
were made). The Servicer shall notify the Trustee and the Bond Administrator of
(i) the aggregate amount of P&I Advances for a Distribution Date and (ii) the
amount of any Nonrecoverable P&I Advances for such Distribution Date, on or
before the P&I Advance Determination Date. If the Servicer fails to make a
required P&I Advance by 1:00 p.m. (New York City time) on any Servicer
Remittance Date and the Trustee receives written notice from the Bond
Administrator that such P&I Advance has not been made by the Servicer as
provided below, the Trustee shall make such P&I Advance pursuant to Section 7.06
by 12:00 noon (New York City time) on the related Distribution Date, in each
case unless the Servicer shall have cured such failure (and provided written
notice of such cure to the Trustee) by 11:00 a.m. (New York City time) on such
Distribution Date or the Trustee determines that such P&I Advance, if made,
would be a Nonrecoverable Advance. The Servicer and the Trustee shall not be
required to make P&I Advances on any Companion Loan. If the Servicer fails to
make a P&I Advance that it is required to make under this Section 4.07, the Bond
Administrator shall notify the Trustee of such failure in writing as soon as
practicable, but not later than 4:00 p.m. (New York City time) on the Servicer
Remittance Date.

            (b) Subject to Sections 4.07(c) and 4.07(e) below, the aggregate
amount of P&I Advances to be made by the Servicer with respect to any
Distribution Date shall equal the aggregate of: (i) all Monthly Payments (in
each case, net of related Servicing Fees) other than Balloon Payments, that were
due during the related Collection Period and delinquent as of the close of
business on the P&I Advance Determination Date (or not advanced by the Servicer
or any sub-servicer on behalf of the Servicer) and (ii) with respect to each
Mortgage Loan as to which the related Balloon Payment was due during or prior to
the related Collection Period and was delinquent (including any applicable grace
period) as of the end of the related Collection Period (including any REO Loan
as to which the Balloon Payment would have been past due), an amount equal to
the Assumed Scheduled Payment therefor. Subject to subsection (c) below, the
obligation of the Servicer to make such P&I Advances is mandatory, and with
respect to any applicable Mortgage Loan or REO Loan, shall continue until the
Distribution Date on which Liquidation Proceeds or REO Proceeds, if any, are to
be distributed.

            (c) Notwithstanding anything herein to the contrary, no P&I Advance
shall be required hereunder if the Servicer, the Special Servicer or the
Trustee, as applicable, determines that such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. In addition, the Servicer shall not
make any P&I Advance to the extent that it has received written notice that the
Special Servicer has determined that such P&I Advance would, if made, constitute
a Nonrecoverable P&I Advance. In making such recoverability determination, the
Servicer, the Special Servicer and the Trustee, as applicable, will be entitled
to (i) give due regard to the existence of any Nonrecoverable Advance or
Workout-Delayed Reimbursement Amount with respect to other Mortgage Loans, the
recovery of which, at the time of such consideration, is being deferred or
delayed by the Servicer or the Trustee, as applicable, in light of the fact that
proceeds on the related Mortgage Loan are a source of recovery not only for the
P&I Advance under consideration, but also as a potential source of recovery of
such Nonrecoverable Advance or Workout-Delayed Reimbursement Amount which is
being or may be deferred or delayed and (ii) consider (among other things) only
the obligations of the Borrower under the terms of the related Mortgage Loan (or
the related Serviced Whole Loan, as applicable) as it may have been modified, to
consider (among other things) the related Mortgaged Properties in their "as is"
or then current conditions and occupancies, as modified by such party's
assumptions (consistent with the applicable Servicing Standard in the case of
the Servicer and the Special Servicer) regarding the possibility and effects of
future adverse change with respect to such Mortgaged Properties, to estimate and
consider (consistent with the Servicing Standard in the case of the Servicer and
the Special Servicer) (among other things) future expenses and to estimate and
consider (among other things) the timing of recoveries.

            The Servicer, the Special Servicer and the Trustee, as applicable,
shall consider Unliquidated Advances in respect of prior P&I Advances for
purposes of nonrecoverability determinations as if such Unliquidated Advances
were unreimbursed P&I Advances. None of the Servicer or Trustee shall make any
P&I Advances with respect to delinquent amounts due on any Companion Loan. If an
Appraisal of the related Mortgaged Property shall not have been obtained within
the prior 12 month period (and the Servicer and the Trustee shall each request
any such appraisal from the Special Servicer prior to ordering an Appraisal
pursuant to this sentence) or if such an Appraisal shall have been obtained but
as a result of unforeseen occurrences, such Appraisal does not, in the good
faith determination of the Servicer, the Special Servicer or the Trustee,
reflect current market conditions, and the Servicer or the Trustee, as
applicable, and the Special Servicer cannot agree on the appropriate downward
adjustment to such Appraisal, the Servicer, the Special Servicer or the Trustee,
as the case may be, may, subject to its reasonable and good faith determination
that such Appraisal will demonstrate the nonrecoverability of the related
Advance, obtain an Appraisal for such purpose at the expense of the Trust Fund
(and, in the case of any Serviced Whole Loan, first of the related Serviced B
Loan Noteholders, if any, and second, to the extent such expense remains unpaid,
of the Mortgage Loan and the applicable Serviced Pari Passu Companion Loan
Noteholders on a pro rata basis based on the Mortgage Loan's or related Serviced
Pari Passu Companion Loan's, as applicable, Stated Principal Balance).

            Any such determination by the Servicer or the Trustee that it has
made a Nonrecoverable P&I Advance or that any proposed P&I Advance, if made,
would constitute a Nonrecoverable P&I Advance shall be evidenced by a
certificate of a Servicing Officer delivered to the Trustee, the Bond
Administrator, the Special Servicer and the Depositor and, in the case of the
Trustee, by a certificate of a Responsible Officer of the Trustee, delivered to
the Depositor, the Bond Administrator, the Servicer and the Special Servicer,
which in each case sets forth such nonrecoverability determination and the
considerations of the Servicer or the Trustee, as applicable, forming the basis
of such determination (such certificate accompanied by, to the extent available,
income and expense statements, rent rolls, occupancy status, property
inspections and other information used by the Servicer or the Trustee, as
applicable, to make such determination, together with any existing Appraisal or
any Updated Appraisal); provided, however, that the Special Servicer may, at its
option, make a determination in accordance with the Servicing Standard, that any
P&I Advance previously made or proposed to be made is nonrecoverable and shall
deliver to the Servicer and the Trustee notice of such determination. Any such
determination shall be conclusive and binding on the Servicer, the Special
Servicer and the Trustee.

            Any such Person may update or change its recoverability
determinations at any time (but not reverse any other Person's determination
that a P&I Advance is a Nonrecoverable Advance) and (consistent with the
applicable Servicing Standard in the case of the Servicer or the Special
Servicer) may obtain, at the expense of the Trust Fund (and, in the case of any
Serviced Whole Loan, first of the related Serviced B Loan Noteholders, if any,
and second, to the extent such expense remains unpaid, of the Trust Fund and the
related Serviced Pari Passu Companion Loan Noteholders, if any, on a pro rata
basis based on the Mortgage Loan's or Serviced Pari Passu Companion Loan's, as
applicable, Stated Principal Balance), any analysis, Appraisals or market value
estimates or other information for such purposes. Absent bad faith, any such
determination as to the recoverability of any P&I Advance shall be conclusive
and binding on the Certificateholders.

            Notwithstanding the above, (i) the Trustee shall be entitled to rely
conclusively on any determination by the Servicer or the Special Servicer, as
applicable, that a P&I Advance, if made, would be a Nonrecoverable P&I Advance
and (ii) the Servicer will be entitled to rely conclusively on any
nonrecoverability determination of the Special Servicer. The Trustee, in
determining whether or not a P&I Advance previously made is, or a proposed P&I
Advance, if made, would be, a Nonrecoverable P&I Advance shall be subject to the
standards applicable to the Servicer hereunder. The Special Servicer shall
promptly furnish the Servicer and the Trustee with any information in its
possession regarding the Specially Serviced Loans and REO Properties as each
such party may reasonably request for purposes of making recoverability
determinations.

            (d) In connection with the recovery of any P&I Advance out of the
Collection Account pursuant to Section 3.06(b) or any Serviced Whole Loan
Collection Account pursuant to Section 3.06(c), the Servicer shall be entitled
to pay itself or the Trustee, as the case may be (in reverse of such order with
respect to any Mortgage Loan or REO Property), out of any amounts then on
deposit in the Collection Account or the applicable Serviced Whole Loan
Collection Account (to the extent amounts therein relate to the Mortgage Loans,
taking into account the related Co-Lender Agreement), as applicable, interest at
the Advance Rate in effect from time to time, accrued on the amount of such P&I
Advance from the date made to but not including the date of reimbursement (or if
such P&I Advance was made prior to the end of any grace period applicable to the
subject delinquent Monthly Payment, for so long as such P&I Advance is
outstanding following the end of such grace period). The Servicer shall
reimburse itself or the Trustee, as the case may be, for any outstanding P&I
Advance as soon as practicably possible after funds available for such purpose
are deposited in the Collection Account or the applicable Serviced Whole Loan
Collection Account.

            Notwithstanding the foregoing, (i) neither the Servicer nor the
Trustee shall make an advance for Excess Interest, Yield Maintenance Charges or
Penalty Charges and (ii) the amount of any P&I Advance with respect to a
Mortgage Loan as to which there has been an Appraisal Reduction will be an
amount equal to the product of (i) the amount required to be advanced without
giving effect to this proviso and (ii) a fraction, the numerator of which is the
Stated Principal Balance of such Mortgage Loan as of the immediately preceding
Determination Date less any Appraisal Reduction Amount applicable to such
Mortgage Loan and the denominator of which is the Stated Principal Balance of
such Mortgage Loan as of such Determination Date. All P&I Advances for any
Mortgage Loans that have been modified shall be calculated on the basis of their
terms as modified.

            The portion of any Insurance Proceeds and Net Liquidation Proceeds
in respect of a Mortgage Loan or any REO Loan allocable to principal shall equal
the total amount of such proceeds minus (i) any portion thereof payable to the
Servicer, the Special Servicer, the Trustee or the Bond Administrator pursuant
to this Agreement and (ii) a portion thereof equal to the interest component of
the Monthly Payment(s), as accrued at the related Net Mortgage Rate from the
date as to which interest was last paid by the Borrower up to but not including
the Due Date in the Collection Period in which such proceeds are received;
provided, however, in the event that the interest portion(s) of one or more P&I
Advances with respect of such Mortgage Loan or REO Loan, as applicable, were
reduced as a result of an Appraisal Reduction Event, the amount of the Net
Liquidation Proceeds to be applied to interest shall be reduced by the aggregate
amount of such reductions and the portion of such Net Liquidation Proceeds to be
applied to principal shall be increased by such amount, and if the amount of the
Net Liquidation Proceeds to be applied to principal has been applied to pay the
principal of such Mortgage Loan or REO Loan in full, any remaining Net
Liquidation Proceeds shall then be applied to pay any remaining accrued and
unpaid interest of such Mortgage Loan or REO Loan.

            (e) With respect to each Non-Serviced Mortgage Loan, the Servicer
shall make its determination that it has made a P&I Advance on such Mortgage
Loan that is a Nonrecoverable P&I Advance or that any proposed P&I Advance, if
made, would constitute a Nonrecoverable P&I Advance with respect to such
Mortgage Loan in accordance with Section 4.07(a) independently of any
determination made by the applicable Other Servicer (or any master servicer with
respect to a commercial mortgage securitization holding another pari passu loan
related to such Non-Serviced Mortgage Loan, if any) under the applicable Other
Pooling and Servicing Agreement (or any pooling and servicing agreement with
respect to a commercial mortgage securitization holding another pari passu loan
related to such Non-Serviced Mortgage Loan, if any). If the Servicer determines
that a proposed P&I Advance with respect to such Non-Serviced Mortgage Loan, if
made, or any outstanding P&I Advance with respect to such Non-Serviced Mortgage
Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance,
the Servicer shall provide the applicable Other Servicer (and any master
servicer with respect to a commercial mortgage securitization holding another
pari passu loan related to such Non-Serviced Mortgage Loan, if any) written
notice of such determination within one Business Day of the date of such
determination. If the Servicer receives written notice from the Other Servicer
(or any master servicer with respect to a commercial mortgage securitization
holding another pari passu loan related to such Non-Serviced Mortgage Loan, if
any) that it has determined, with respect to the related pari passu loan, that
any proposed advance of principal and/or interest with respect to the related
pari passu loan would be, or any outstanding advance of principal and interest
is, a nonrecoverable advance of principal and/or interest, then such
determination shall be binding on the Certificateholders and none of the
Servicer or the Trustee shall make any additional P&I Advances with respect to
such Non-Serviced Mortgage Loan unless the Servicer has consulted with the other
related master servicers and they agree that circumstances with respect to such
Non-Serviced Mortgage Loan, as applicable, have changed such that a proposed
future P&I Advance in respect of such Non-Serviced Mortgage Loan would be
recoverable; provided, however, that the determination of the Other Servicer or
the master servicer with respect to the commercial mortgage securitizations that
hold a related pari passu loan, if any, shall not be binding on the
Certificateholders in the event that the master servicer that made such
determination is not approved as a master servicer by each of the Rating
Agencies and the Servicer or the Trustee, as applicable, shall make its own
determination of recoverability, in the event that the master servicer that made
such determination is not approved as a master servicer by each of the Rating
Agencies. Notwithstanding the foregoing, the Servicer shall continue to have the
discretion provided in this Agreement to determine that any future P&I Advance
or outstanding P&I Advance would be, or is, as applicable, a Nonrecoverable P&I
Advance. Once such a determination is made by the Servicer or the Servicer
receives written notice of such determination by any of the applicable Other
Servicers or other master servicers, neither the Servicer nor the Trustee shall
make any additional P&I Advances with respect to such Non-Serviced Mortgage Loan
until the Servicer has followed the process set forth in this paragraph.

            In the event that the Servicer receives notice from any of S&P or
Moody's that it is no longer approved as a master servicer for commercial
mortgage securitizations, it shall promptly notify the applicable Other Servicer
and the master servicer with respect to each commercial mortgage securitization
that holds a related pari passu loan, if any.

            (f) With respect to the Serviced Mortgage Loans that have a Serviced
Pari Passu Companion Loan, the Servicer shall make its determination that it has
made a P&I Advance on any such Mortgage Loan that is a Nonrecoverable P&I
Advance or that any proposed P&I Advance, if made, would constitute a
Nonrecoverable P&I Advance with respect to such Mortgage Loan in accordance with
Section 4.07(a) independently of any determination made in respect of the
related Serviced Pari Passu Companion Loan, by the master servicer under the
related Serviced Companion Loan Securitization Agreement. If the Servicer
determines that a proposed P&I Advance with respect to a Serviced Mortgage Loan
if made, or any outstanding P&I Advance with respect to such Mortgage Loan
previously made, would be, or is, as applicable, a Nonrecoverable Advance or if
the Servicer subsequently determines that a proposed Property Advance would be
non-recoverable or an outstanding Property Advance is or would be a
Nonrecoverable Advance, the Servicer shall provide the master servicer under
each Serviced Companion Loan Securitization Agreement related to a Serviced Pari
Passu Companion Loan written notice of such determination within one Business
Day of the date of such determination. If the Servicer receives written notice
from any master servicer under any such Serviced Companion Loan Securitization
Agreement that such master servicer has determined, with respect to the related
Serviced Pari Passu Companion Loan, that any proposed advance of principal and
interest with respect to such loan would be, or any outstanding advance of
principal and interest is, a nonrecoverable advance of principal and interest,
then such determination shall be binding on the Certificateholders and none of
the Servicer or the Trustee shall make any additional P&I Advances with respect
to related Mortgage Loan unless the Servicer has consulted with the other master
servicers and they agree that circumstances with respect to such Whole Loan have
changed such that a proposed future P&I Advance in respect of the related
Serviced Mortgage Loan would be recoverable; provided, however, that the
determination of the master servicer under each applicable Serviced Companion
Loan Securitization Agreement shall not be binding on the Certificateholders,
and the Servicer or the Trustee, as applicable, shall make its own determination
of recoverability, in the event that the master servicer that made such
determination is not approved as a master servicer by each of S&P and Moody's.
Notwithstanding the foregoing, the Servicer shall continue to have the
discretion (including if the master servicer under a Serviced Companion Loan
Securitization Agreement determines that any advance of principal and/or
interest with respect to a Serviced Pari Passu Companion Loan would be
recoverable) provided in this Agreement to determine that any future P&I Advance
or outstanding P&I Advance would be, or is, as applicable, a Nonrecoverable P&I
Advance. Once such a determination is made by the Servicer or the Servicer
receives written notice of such determination by any of the other master
servicers, neither the Servicer nor the Trustee shall make any additional P&I
Advances with respect to a Serviced Mortgage Loan, until the Servicer has
followed the process set forth in this paragraph.

            In the event that the Servicer obtains knowledge that it is no
longer approved as a master servicer for commercial mortgage securitizations for
either S&P or Moody's, it shall promptly notify the master servicer under each
Serviced Companion Loan Securitization Agreement.

            (g) The Servicer or the Trustee, as applicable, shall be entitled to
the reimbursement of P&I Advances it makes to the extent permitted pursuant to
Section 3.06 of this Agreement together with any related Advance Interest Amount
in respect of such P&I Advances to the extent permitted pursuant to Section 3.06
and the Servicer and Special Servicer each hereby covenant and agree to promptly
seek and effect the reimbursement of such Advances from the related Borrowers to
the extent permitted by applicable law and the related Mortgage Loan and this
Agreement.

            Section 4.08 Grantor Trust Reporting. The parties intend that the
portions of the Trust Fund consisting of Excess Interest and proceeds thereof in
the Grantor Trust Distribution Account shall be treated as a "grantor trust"
under the Code, and the provisions thereof shall be interpreted consistently
with this intention. In furtherance of such intention, the Bond Administrator
shall file or cause to be filed with the IRS Form 1041 or such other form as may
be applicable and shall furnish or cause to be furnished to the Holders of the
Class Q Certificates their allocable share of income with respect to Excess
Interest as such amounts are received. In addition, the Bond Administrator shall
maintain adequate books and records to account for the separate entitlements of
the Lower-Tier REMIC and the Grantor Trust.


                                    ARTICLE V

                                THE CERTIFICATES

            Section 5.01 The Certificates. (a) The Certificates consist of the
Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates,
the Class A-SB Certificates, the Class A-4 Certificates, the Class A-1A
Certificates, the Class X-C Certificates, the Class X-P Certificates, the Class
A-J Certificates, the Class B Certificates, the Class C Certificates, the Class
D Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates, the Class H Certificates, the Class J Certificates, the Class K
Certificates, the Class L Certificates, the Class M Certificates, the Class N
Certificates, the Class O Certificates, the Class P Certificates, the Class
GMB-1 Certificates, the Class GMB-2 Certificates, the Class GMB-3 Certificates,
the Class GMB-4 Certificates, the Class Q Certificates, the Class R Certificates
and the Class LR Certificates.

            The Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class
A-1A, Class X-C, Class X-P, Class A-J, Class B, Class C, Class D, Class E, Class
F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class
P, Class Q, Class R and Class LR Certificates will be substantially in the forms
annexed hereto as Exhibits A-1 through A-30, as set forth in the Table of
Exhibits hereto. The Certificates of each Class will be issuable in registered
form only, in minimum denominations of authorized Certificate Balance or
Notional Balance, as applicable, as described in the succeeding table, and
multiples of $l in excess thereof (or such lesser amount if the Certificate
Balance or Notional Balance, as applicable, is not a multiple of $1). With
respect to any Certificate or any beneficial interest in a Certificate, the
"Denomination" thereof shall be (i) the amount (A) set forth on the face thereof
or (B) in the case of any Global Certificate, set forth on a schedule attached
thereto or, in the case of any beneficial interest in a Global Certificate, the
amount set forth on the books and records of the related Depository Participant
or Indirect Participant, as applicable, (ii) expressed in terms of Certificate
Balance or Notional Balance, as applicable, and (iii) be in an authorized
denomination, as set forth below.


                               Minimum              Aggregate Denomination of
       Class                 Denomination           all Certificates of Class
-----------------         ------------------        -------------------------
A-1..............               $10,000                     $60,276,000
A-2..............               $10,000                    $592,379,000
A-3..............               $10,000                     $71,321,000
A-SB.............               $10,000                     $86,687,000
A-4..............               $10,000                    $305,071,000
A-1A.............               $10,000                    $245,882,000
X-C..............            $1,000,000                  $1,702,020,822
X-P..............            $1,000,000                  $1,658,063,000
A-J..............               $10,000                    $117,014,000
B................               $25,000                     $46,806,000
C................               $25,000                     $14,892,000
D................               $25,000                     $27,658,000
E................               $25,000                     $21,275,000
F................               $25,000                     $23,403,000
G................               $25,000                     $14,893,000
H................               $25,000                     $17,020,000
J................               $25,000                     $12,765,000
K................               $25,000                      $6,383,000
L................               $25,000                      $4,255,000
M................               $25,000                      $4,255,000
N................               $25,000                      $6,383,000
O................               $25,000                      $4,255,000
P................               $25,000                     $19,147,822
GMB-1............            $1,000,000                     $27,500,000
GMB-2............            $1,000,000                     $28,000,000
GMB-3............            $1,000,000                     $16,200,000
GMB-4............            $1,000,000                     $14,300,000


            Each Certificate will share ratably in all rights of the related
Class. The Class Q, Class R and LR Certificates will each be issuable in one or
more registered, definitive physical certificates in minimum denominations of 5%
Percentage Interests and integral multiples of a 1% Percentage Interest in
excess thereof and together aggregating the entire 100% Percentage Interest in
each such Class.

            The Global Certificates shall be issued as one or more certificates
registered in the name of a nominee designated by the Depository, and Beneficial
Owners shall hold interests in the Global Certificates through the book-entry
facilities of the Depository in the minimum Denominations and aggregate
Denominations and Classes as set forth above.

            The Global Certificates shall in all respects be entitled to the
same benefits under this Agreement as Individual Certificates authenticated and
delivered hereunder.

            (b) Except insofar as pertains to any Individual Certificate, the
Trust Fund, the Paying Agent, the Trustee and the Bond Administrator may for all
purposes (including the making of payments due on the Global Certificates and
the giving of notice to Holders thereof) deal with the Depository as the
authorized representative of the Beneficial Owners with respect to the Global
Certificates for the purposes of exercising the rights of Certificateholders
hereunder; provided, however, that, for purposes of providing information
pursuant to Section 3.22 or transmitting communications pursuant to Section
5.05(a), to the extent that the Depositor has provided the Bond Administrator
with the names of Beneficial Owners (even if such Certificateholders hold their
Certificates through the Depository) the Bond Administrator shall provide such
information to such Beneficial Owners directly. The rights of Beneficial Owners
with respect to Global Certificates shall be limited to those established by law
and agreements between such Certificateholders and the Depository and Depository
Participants. Except as set forth in Section 5.01(e) below, Beneficial Owners of
Global Certificates shall not be entitled to physical certificates for the
Global Certificates as to which they are the Beneficial Owners. Requests and
directions from, and votes of, the Depository as Holder of the Global
Certificates shall not be deemed inconsistent if they are made with respect to
different Beneficial Owners. Subject to the restrictions on transfer set forth
in this Section 5.02 and Applicable Procedures, the holder of a beneficial
interest in a Private Global Certificate may request that the Bond Administrator
cause the Depository (or any Agent Member) to notify the Certificate Registrar
and the Certificate Custodian in writing of a request for transfer or exchange
of such beneficial interest for an Individual Certificate or Certificates. Upon
receipt of such a request and payment by the related Beneficial Owner of any
attendant expenses, the Depositor shall cause the issuance and delivery of such
Individual Certificates. The Certificate Registrar may establish a reasonable
record date in connection with solicitations of consents from or voting by
Certificateholders and give notice to the Depository of such record date.
Without the written consent of the Certificate Registrar, no Global Certificate
may be transferred by the Depository except to a successor Depository that
agrees to hold the Global Certificates for the account of the Beneficial Owners.

            (c) Any of the Certificates may be issued with appropriate
insertions, omissions, substitutions and variations, and may have imprinted or
otherwise reproduced thereon such legend or legends, not inconsistent with the
provisions of this Agreement, as may be required to comply with any law or with
rules or regulations pursuant thereto, or with the rules of any securities
market in which the Certificates are admitted to trading, or to conform to
general usage.

            (d) The Global Certificates (i) shall be delivered by the
Certificate Registrar to the Depository or, pursuant to the Depository's
instructions on behalf of the Depository to, and deposited with, the Certificate
Custodian, and in either case shall be registered in the name of Cede & Co. and
(ii) shall bear a legend substantially to the following effect:

            "Unless this certificate is presented by an authorized
            representative of The Depository Trust Company, a New York
            corporation ("DTC"), to the Certificate Registrar 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."

            The Global Certificates may be deposited with such other Depository
as the Certificate Registrar may from time to time designate, and shall bear
such legend as may be appropriate.

            (e) If (i) the Depository advises the Bond Administrator in writing
that the Depository is no longer willing, qualified or able properly to
discharge its responsibilities as Depository, and the Depositor is unable to
locate a qualified successor, (ii) the Depositor, at its sole option, elects to
terminate the book-entry system through the Depository with respect to all or
any portion of any Class of Certificates or (iii) after the occurrence of an
Event of Default, Beneficial Owners owning not less than a majority in
Certificate Balance or Notional Balance, as applicable, of the Global
Certificate for any Class then outstanding advise the Bond Administrator and the
Depository through Depository Participants in writing that the continuation of a
book-entry system through the Depository is no longer in the best interests of
the Beneficial Owner or Owners of such Global Certificate, the Bond
Administrator shall notify the affected Beneficial Owner or Owners through the
Depository of the occurrence of such event and the availability of Individual
Certificates to such Beneficial Owners requesting them. Upon surrender to the
Bond Administrator of Global Certificates by the Depository, accompanied by
registration instructions from the Depository for registration of transfer, the
Bond Administrator shall issue the Individual Certificates. Neither the Trustee,
the Bond Administrator, the Certificate Registrar, the Servicer, the Special
Servicer nor the Depositor shall be liable for any actions taken by the
Depository or its nominee, including, without limitation, any delay in delivery
of such instructions. Upon the issuance of Individual Certificates, the Trustee,
the Bond Administrator, the Certificate Registrar and the Servicer shall
recognize the Holders of Individual Certificates as Certificateholders
hereunder.

            (f) If the Bond Administrator, its agents or the Servicer or Special
Servicer has instituted or has been directed to institute any judicial
proceeding in a court to enforce the rights of the Certificateholders under the
Certificates, and the Bond Administrator, the Servicer or the Special Servicer
has been advised by counsel that in connection with such proceeding it is
necessary or appropriate for the Bond Administrator, the Servicer or the Special
Servicer to obtain possession of the Certificates, the Bond Administrator, the
Servicer or the Special Servicer may in its sole discretion determine that the
Certificates represented by the Global Certificates shall no longer be
represented by such Global Certificates. In such event, the Bond Administrator
or the Authenticating Agent will execute and authenticate and the Certificate
Registrar will deliver, in exchange for such Global Certificates, Individual
Certificates (and if the Bond Administrator or the Certificate Custodian has in
its possession Individual Certificates previously executed, the Authenticating
Agent will authenticate and the Certificate Registrar will deliver such
Certificates) in a Denomination equal to the aggregate Denomination of such
Global Certificates.

            (g) If the Trust Fund ceases to be subject to Section 13 or 15(d) of
the Exchange Act, the Bond Administrator shall make available to each Holder of
a Class X-C, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N and Class O, Class P, Class GMB-1, Class GMB-2, Class GMB-3, Class
GMB-4, Class Q, Class R or Class LR Certificate, upon request of such a Holder,
information, to the extent such information is in its possession, substantially
equivalent in scope to the information currently filed by the Servicer with the
Commission pursuant to the Exchange Act, plus such additional information
required to be provided for securities qualifying for resales under Rule 144A
under the Act, all of which information referred to in this paragraph shall be
provided on a timely basis to the Bond Administrator by the Servicer.

            For so long as the Class R or Class LR Certificates remain
outstanding, none of the Depositor, the Bond Administrator or the Certificate
Registrar shall take any action which would cause the Trust Fund to fail to be
subject to Section 15(d) of the Exchange Act.

            (h) Each Certificate may be printed or in typewritten or similar
form, and each Certificate shall, upon original issue, be executed and
authenticated by the Bond Administrator or the Authenticating Agent and
delivered to the Depositor. All Certificates shall be executed by manual or
facsimile signature on behalf of the Bond Administrator or Authenticating Agent
by an authorized officer or signatory. Certificates bearing the signature of an
individual who was at any time the proper officer or signatory of the Bond
Administrator or Authenticating Agent shall bind the Bond Administrator or
Authenticating Agent, notwithstanding that such individual has ceased to hold
such office or position prior to the delivery of such Certificates or did not
hold such office or position at the date of such Certificates. No Certificate
shall be entitled to any benefit under this Agreement, or be valid for any
purpose, unless there appears on such Certificate a certificate of
authentication in the form set forth in Exhibits A-1 through A-30 executed by
the Authenticating Agent by manual signature, and such certificate of
authentication upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.

            (i) If, in connection with any Distribution Date, the Bond
Administrator shall have reported the amount of an anticipated distribution to
the Depository based on the expected receipt of any monthly payment based on
information set forth in any report of the Servicer or the Special Servicer, or
any other monthly payment, Balloon Payment or prepayment expected to be paid on
the last two Business Days preceding such Distribution Date, and the related
Borrower fails to make such payments at such time, the Bond Administrator shall
use commercially reasonable efforts to cause the Depository to make the revised
distribution on a timely basis on such Distribution Date. Any out-of-pocket
costs incurred by the Bond Administrator as a consequence of a Borrower failing
to make such payments shall be reimbursable to the Bond Administrator as an
expense of the Trust Fund.

            Section 5.02 Registration, Transfer and Exchange of Certificates.
(a) The Bond Administrator shall keep or cause to be kept at its offices books
(the "Certificate Register") for the registration, transfer and exchange of
Certificates (the Bond Administrator, in such capacity, being the "Certificate
Registrar"). The Depositor, the Trustee, the Servicer and the Special Servicer
shall have the right to inspect the Certificate Register or to obtain a copy
thereof at all reasonable times, and to rely conclusively upon a certificate of
the Certificate Registrar as to the information set forth in the Certificate
Register. The names and addresses of all Certificateholders and the names and
addresses of the transferees of any Certificates shall be registered in the
Certificate Register; provided, however, in no event shall the Certificate
Registrar be required to maintain in the Certificate Register the names of the
individual Participants holding beneficial interests in the Trust Fund through
the Depository. The Person in whose name any Certificate is so registered shall
be deemed and treated as the sole owner and Holder thereof for all purposes of
this Agreement and the Depositor, Certificate Registrar, the Servicer, Special
Servicer, the Trustee, the Bond Administrator, any Paying Agent and any agent of
any of them shall not be affected by any notice or knowledge to the contrary. An
Individual Certificate is transferable or exchangeable only upon the surrender
of such Certificate to the Certificate Registrar at its offices together with an
assignment and transfer (executed by the Holder or his duly authorized
attorney), subject to the requirements of Sections 5.01(h) and 5.02(c), (d),
(e), (f), (g), (h) and (i). Upon request of the Bond Administrator, the
Certificate Registrar shall provide the Bond Administrator with the names,
addresses and Percentage Interests of the Holders.

            (b) Upon surrender for registration of transfer of any Individual
Certificate, subject to the requirements of Sections 5.02(c), (d), (e), (f),
(g), (h) and (i), the Bond Administrator shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination as the Individual Certificate being surrendered. Such Certificates
shall be delivered by the Certificate Registrar in accordance with Section
5.02(e). Each Certificate surrendered for registration of transfer shall be
canceled and subsequently destroyed by the Certificate Registrar. Each new
Certificate issued pursuant to this Section 5.02 shall be registered in the name
of any Person as the transferring Holder may request, subject to the provisions
of Sections 5.01(h) and 5.02(c), (d), (e), (f), (g), (h) and (i).

            (c) In addition to the provisions of Sections 5.01(h) and 5.02(d),
(e), (f), (g), (h) and (i) and the rules of the Depository, the exchange,
transfer and registration of transfer of Individual Certificates or beneficial
interests in the Private Global Certificates shall be subject to the following
restrictions:

            (i) Transfers between Holders of Individual Certificates. With
      respect to the transfer and registration of transfer of an Individual
      Certificate representing an interest in the Class Q, Class R or Class LR
      Certificates to a transferee that takes delivery in the form of an
      Individual Certificate:

                  (A) The Certificate Registrar shall register the transfer of
            an Individual Certificate if the requested transfer is being made by
            a transferee who has provided the Certificate Registrar with an
            Investment Representation Letter substantially in the form of
            Exhibit D-1 hereto (an "Investment Representation Letter"), to the
            effect that the transfer is being made to a Qualified Institutional
            Buyer in accordance with Rule 144A;

                  (B) The Certificate Registrar shall register the transfer of
            an Individual Certificate pursuant to Regulation S after the
            expiration of the Restricted Period if (1) the transferor has
            provided the Certificate Registrar with a Regulation S Transfer
            Certificate substantially in the form of Exhibit G hereto (a
            "Regulation S Transfer Certificate"), and (2) the transferee
            furnishes to the Certificate Registrar an Investment Representation
            Letter; or

                  (C) The Certificate Registrar shall register the transfer of
            an Individual Certificate if prior to the transfer such transferee
            furnishes to the Certificate Registrar (1) an Investment
            Representation Letter to the effect that the transfer is being made
            to an Institutional Accredited Investor or to an Affiliated Person
            in accordance with an applicable exemption under the Act, and (2) an
            opinion of counsel acceptable to the Certificate Registrar that such
            transfer is in compliance with the Act;

      and, in each case, the Certificate Registrar shall register the transfer
      of an Individual Certificate only if prior to the transfer the transferee
      furnishes to the Certificate Registrar a written undertaking by the
      transferor to reimburse the Trust Fund for any costs incurred by it in
      connection with the proposed transfer. In addition, the Certificate
      Registrar may, as a condition of the registration of any such transfer,
      require the transferor to furnish such other certificates, legal opinions
      or other information (at the transferor's expense) as the Certificate
      Registrar may reasonably require to confirm that the proposed transfer is
      being made pursuant to an exemption from, or in a transaction not subject
      to, the registration requirements of the Act and other applicable laws.

            (ii) Transfers within the Private Global Certificates.
      Notwithstanding any provision to the contrary herein, so long as a Private
      Global Certificate remains outstanding and is held by or on behalf of the
      Depository, transfers within the Private Global Certificates shall only be
      made in accordance with this Section 5.02(c)(ii).

                  (A) Rule 144A Global Certificate to Regulation S Global
            Certificate During the Restricted Period. If, during the Restricted
            Period, a Beneficial Owner of an interest in a Rule 144A Global
            Certificate wishes at any time to transfer its beneficial interest
            in such Rule 144A Global Certificate to a Person who wishes to take
            delivery thereof in the form of a beneficial interest in the related
            Regulation S Global Certificate, such Beneficial Owner may, in
            addition to complying with all applicable rules and procedures of
            the Depository and Clearstream or Euroclear applicable to transfers
            by their respective participants (the "Applicable Procedures"),
            transfer or cause the transfer of such beneficial interest for an
            equivalent beneficial interest in such Regulation S Global
            Certificate only upon compliance with the provisions of this Section
            5.02(c)(ii)(A). Upon receipt by the Certificate Registrar at the
            Corporate Trust Office of (1) written instructions given in
            accordance with the Applicable Procedures from an Agent Member
            directing the Certificate Registrar to credit or cause to be
            credited to another specified Agent Member's account a beneficial
            interest in the Regulation S Global Certificate in an amount equal
            to the Denomination of the beneficial interest in the Rule 144A
            Global Certificate to be transferred, (2) a written order given in
            accordance with the Applicable Procedures containing information
            regarding the account of the Agent Member and the Euroclear or
            Clearstream account, as the case may be, to be credited with, and
            the account of the Agent Member to be debited for, such beneficial
            interest, and (3) a certificate in the form of Exhibit H hereto
            given by the Beneficial Owner of such interest, the Certificate
            Registrar shall instruct the Depository or the Certificate
            Custodian, as applicable, to reduce the Denomination of the Rule
            144A Global Certificate by the Denomination of the beneficial
            interest in the Rule 144A Global Certificate to be so transferred
            and, concurrently with such reduction, to increase the Denomination
            of the Regulation S Global Certificate by the Denomination of the
            beneficial interest in the Rule 144A Global Certificate to be so
            transferred, and to credit or cause to be credited to the account of
            the Person specified in such instructions (who shall be an Agent
            Member acting for or on behalf of Euroclear or Clearstream, or both,
            as the ease may be) a beneficial interest in the Regulation S Global
            Certificate having a Denomination equal to the amount by which the
            Denomination of the Rule 144A Global Certificate was reduced upon
            such transfer.

                  (B) Rule 144A Global Certificate to Regulation S Global
            Certificate After the Restricted Period. If, after the Restricted
            Period, a Beneficial Owner of an interest in a Rule 144A Global
            Certificate wishes at any time to transfer its beneficial interest
            in such Rule 144A Global Certificate to a Person who wishes to take
            delivery thereof in the form of a beneficial interest in the related
            Regulation S Global Certificate, such holder may, in addition to
            complying with all Applicable Procedures, transfer or cause the
            transfer of such beneficial interest for an equivalent beneficial
            interest in such Regulation S Global Certificate only upon
            compliance with the provisions of this Section 5.02(c)(ii)(B). Upon
            receipt by the Certificate Registrar at the Corporate Trust Office
            of (1) written instructions given in accordance with the Applicable
            Procedures from an Agent Member directing the Certificate Registrar
            to credit or cause to be credited to another specified Agent
            Member's account a beneficial interest in the Regulation S Global
            Certificate in an amount equal to the Denomination of the beneficial
            interest in the Rule 144A Global Certificate to be transferred, (2)
            a written order given in accordance with the Applicable Procedures
            containing information regarding the account of the Agent Member
            and, in the case of a transfer pursuant to and in accordance with
            Regulation S, the Euroclear or Clearstream account, as the case may
            be, to be credited with, and the account of the Agent Member to be
            debited for, such beneficial interest, and (3) a certificate in the
            form of Exhibit I hereto given by the Beneficial Owner of such
            interest, the Certificate Registrar shall instruct the Depository or
            the Certificate Custodian, as applicable, to reduce the Denomination
            of the Rule 144A Global Certificate by the aggregate Denomination of
            the beneficial interest in the Rule 144A Global Certificate to be so
            transferred and, concurrently with such reduction, to increase the
            Denomination of the Regulation S Global Certificate by the aggregate
            Denomination of the beneficial interest in the Rule 144A Global
            Certificate to be so transferred, and to credit or cause to be
            credited to the account of the Person specified in such instructions
            a beneficial interest in the Regulation S Global Certificate having
            a Denomination equal to the amount by which the Denomination of the
            Rule 144A Global Certificate was reduced upon such transfer.

                  (C) Regulation S Global Certificate to Rule 144A Global
            Certificate. If the Beneficial Owner of an interest in a Regulation
            S Global Certificate wishes at any time to transfer its beneficial
            interest in such Regulation S Global Certificate to a Person who
            wishes to take delivery thereof in the form of a beneficial interest
            in the related Rule 144A Global Certificate, such Beneficial Owner
            may, in addition to complying with all Applicable Procedures,
            transfer or cause the transfer of such beneficial interest for an
            equivalent beneficial interest in such Rule 144A Global Certificate
            only upon compliance with the provisions of this Section
            5.02(c)(ii)(C). Upon receipt by the Certificate Registrar at the
            Corporate Trust Office of (1) written instructions given in
            accordance with the Applicable Procedures from an Agent Member
            directing the Certificate Registrar to credit or cause to be
            credited to another specified Agent Member's account a beneficial
            interest in the Rule 144A Global Certificate in an amount equal to
            the Denomination of the beneficial interest in the Regulation S
            Global Certificate to be transferred, (2) a written order given in
            accordance with the Applicable Procedures containing information
            regarding the account of the Agent Member to be credited with, and
            the account of the Agent Member or, if such account is held for
            Euroclear or Clearstream, the Euroclear or Clearstream account, as
            the case may be, to be debited for, such beneficial interest, and
            (3) with respect to a transfer of a beneficial interest in a
            Regulation S Global Certificate for a beneficial interest in the
            related Rule 144A Global Certificate (i) during the Restricted
            Period, a certificate in the form of Exhibit J hereto given by the
            holder of such beneficial interest or (ii) after the Restricted
            Period, an Investment Representation Letter from the transferee to
            the effect that such transferee is a Qualified Institutional Buyer,
            the Certificate Registrar shall instruct the Depository or the
            Certificate Custodian, as applicable, to reduce the Denomination of
            the Regulation S Global Certificate by the aggregate Denomination of
            the beneficial interest in the Regulation S Global Certificate to be
            transferred, and, concurrently with such reduction, to increase the
            Denomination of the Rule 144A Global Certificate by the aggregate
            Denomination of the beneficial interest in the Regulation S Global
            Certificate to be so transferred, and to credit or cause to be
            credited to the account of the Person specified in such instructions
            a beneficial interest in such Rule 144A Global Certificate having a
            Denomination equal to the amount by which the Denomination of the
            Regulation S Global Certificate was reduced upon such transfer.

            (iii) Transfers from the Private Global Certificates to Individual
      Certificates. Any and all transfers from a Private Global Certificate to a
      transferee wishing to take delivery in the form of an Individual
      Certificate will require the transferee to take delivery subject to the
      restrictions on the transfer of such Individual Certificate described in a
      legend set forth on the face of such Certificate substantially in the form
      of Exhibit F as attached hereto (the "Securities Legend"), and such
      transferee agrees that it will transfer such Individual Certificate only
      as provided therein and herein. No such transfer shall be made and the
      Certificate Registrar shall not register any such transfer unless such
      transfer is made in accordance with this Section 5.02(c)(iii).

                  (A) Transfers of a beneficial interest in a Private Global
            Certificate to an Institutional Accredited Investor will require
            delivery in the form of an Individual Certificate and the
            Certificate Registrar shall register such transfer only upon
            compliance with the provisions of Section 5.02(c)(i)(c).

                  (B) Transfers of a beneficial interest in a Private Global
            Certificate to a Qualified Institutional Buyer or a Regulation S
            Investor wishing to take delivery in the form of an Individual
            Certificate will be registered by the Certificate Registrar only
            upon compliance with the provisions of Sections 5.02(c)(i)(A) and
            (B), respectively.

                  (C) Notwithstanding the foregoing, no transfer of a beneficial
            interest in a Regulation S Global Certificate to an Individual
            Certificate pursuant to subparagraph (B) above shall be made prior
            to the expiration of the Restricted Period.

      Upon acceptance for exchange or transfer of a beneficial interest in a
      Private Global Certificate for an Individual Certificate, as provided
      herein, the Certificate Registrar shall endorse on the schedule affixed to
      the related Private Global Certificate (or on a continuation of such
      schedule affixed to such Private Global Certificate and made a part
      thereof) an appropriate notation evidencing the date of such exchange or
      transfer and a decrease in the Denomination of such Private Global
      Certificate equal to the Denomination of such Individual Certificate
      issued in exchange therefor or upon transfer thereof. Unless determined
      otherwise by the Certificate Registrar and the Depositor in accordance
      with applicable law, an Individual Certificate issued upon transfer of or
      exchange for a beneficial interest in the Private Global Certificate shall
      bear the Securities Legend.

            (iv) Transfers of Individual Certificates to the Private Global
      Certificates. If a Holder of an Individual Certificate wishes at any time
      to transfer such Certificate to a Person who wishes to take delivery
      thereof in the form of a beneficial interest in the related Regulation S
      Global Certificate or the related Rule 144A Global Certificate, such
      transfer may be effected only in accordance with the Applicable Procedures
      and this Section 5.02(c)(iv). Upon receipt by the Certificate Registrar at
      the Corporate Trust Office of (l) the Individual Certificate to be
      transferred with an assignment and transfer pursuant to Section 5.02(a),
      (2) written instructions given in accordance with the Applicable
      Procedures from an Agent Member directing the Certificate Registrar to
      credit or cause to be credited to a specified Agent Member's account a
      beneficial interest in such Regulation S Global Certificate or such Rule
      144A Global Certificate, as the case may be, in an amount equal to the
      Denomination of the Individual Certificate to be so transferred, (3) a
      written order given in accordance with the Applicable Procedures
      containing information regarding the account of the Agent Member and, in
      the case of any transfer pursuant to Regulation S, the Euroclear or
      Clearstream account, as the case may be, to be credited with such
      beneficial interest, and (4) (x) an Investment Representation Letter from
      the transferee and, if delivery is to be taken in the form of a beneficial
      interest in the Regulation S Global Certificate, a Regulation S Transfer
      Certificate from the transferor or (y) an Investment Representation Letter
      from the transferee to the effect that such transferee is a Qualified
      Institutional Buyer if delivery is to be taken in the form of a beneficial
      interest in the Rule 144A Global Certificate, the Certificate Registrar
      shall cancel such Individual Certificate, execute and deliver a new
      Individual Certificate for the Denomination of the Individual Certificate
      not so transferred, registered in the name of the Holder or the Holder's
      transferee (as instructed by the Holder), and the Certificate Registrar
      shall instruct the Depository or the Certificate Custodian, as applicable,
      to increase the Denomination of the Regulation S Global Certificate or the
      Rule 144A Global Certificate, as the case may be, by the Denomination of
      the Individual Certificate to be so transferred, and to credit or cause to
      be credited to the account of the Person specified in such instructions
      who, in the case of any increase in the Regulation S Global Certificate
      during the Restricted Period, shall be an Agent Member acting for or on
      behalf of Euroclear or Clearstream, or both, as the case may be, a
      corresponding Denomination of the Rule 144A Global Certificate or the
      Regulation S Global Certificate, as the case may be.

      It is the intent of the foregoing that under no circumstances may an
      Institutional Accredited Investor that is not a Qualified Institutional
      Buyer take delivery in the form of a beneficial interest in a Private
      Global Certificate.

            (v) All Transfers. An exchange of a beneficial interest in a Private
      Global Certificate for an Individual Certificate or Certificates, an
      exchange of an Individual Certificate or Certificates for a beneficial
      interest in a Private Global Certificate and an exchange of an Individual
      Certificate or Certificates for another Individual Certificate or
      Certificates (in each case, whether or not such exchange is made in
      anticipation of subsequent transfer, and, in the case of the Private
      Global Certificates, so long as the Private Global Certificates remain
      outstanding and are held by or on behalf of the Depository), may be made
      only in accordance with this Section 5.02 and in accordance with the rules
      of the Depository and Applicable Procedures.

            (d) If Certificates are issued upon the transfer, exchange or
replacement of Certificates not bearing the Securities Legend, the Certificates
so issued shall not bear the Securities Legend. If Certificates are issued upon
the transfer, exchange or replacement of Certificates bearing the Securities
Legend, or if a request is made to remove the Securities Legend on a
Certificate, the Certificates so issued shall bear the Securities Legend, or the
Securities Legend shall not be removed, as the case may be, unless there is
delivered to the Certificate Registrar such satisfactory evidence, which may
include an opinion of counsel (at the expense of the party requesting the
removal of such legend) familiar with United States securities laws, as may be
reasonably required by the Certificate Registrar, that neither the Securities
Legend nor the restrictions on transfers set forth therein are required to
ensure that transfers of any Certificate comply with the provisions of Rule 144A
or Rule 144 under the Act or that such Certificate is not a "restricted
security" within the meaning of Rule 144 under the Act. Upon provision of such
satisfactory evidence, the Certificate Registrar shall execute and deliver a
Certificate that does not bear the Securities Legend.

            (e) Subject to the restrictions on transfer and exchange set forth
in Section 5.01(i) and in this Section 5.02, the Holder of any Individual
Certificate may transfer or exchange the same in whole or in part (with a
denomination equal to any authorized denomination) by surrendering such
Certificate at the office of the Bond Administrator or at the office of any
transfer agent appointed as provided under this Agreement, together with an
instrument of assignment or transfer (executed by the Holder or its duly
authorized attorney), in the case of transfer, and a written request for
exchange, in the case of exchange. Following a proper request for transfer or
exchange, the Certificate Registrar shall, within five Business Days of such
request if made at such office of the Bond Administrator or within ten Business
Days if made at the office of a transfer agent (other than the Certificate
Registrar), execute and deliver at the office of the Bond Administrator or at
the office of such transfer agent, as the case may be, to the transferee (in the
case of transfer) or Holder (in the case of exchange) or send by first-class
mail (at the risk of the transferee in the case of transfer or Holder in the
case of exchange) to such address as the transferee or Holder, as applicable,
may request, an Individual Certificate or Certificates, as the case may require,
for a like aggregate Denomination and in such Denomination or Denominations as
may be requested. The presentation for transfer or exchange of any Individual
Certificate shall not be valid unless made at the office of the Bond
Administrator or at the office of a transfer agent by the registered Holder in
person, or by a duly authorized attorney-in-fact. The Certificate Registrar may
decline to accept any request for an exchange or registration of transfer of any
Certificate during the period of 15 days preceding any Distribution Date.

            (f) An Individual Certificate (other than an Individual Certificate
issued in exchange for a beneficial interest in a Global Certificate pursuant to
Section 5.01) or a beneficial interest in a Private Global Certificate may only
be transferred to Eligible Investors, as described herein. In the event that a
Responsible Officer of the Certificate Registrar becomes aware that such an
Individual Certificate or beneficial interest in a Private Global Certificate is
being held by or for the benefit of a Person who is not an Eligible Investor, or
that such holding is unlawful under the laws of a relevant jurisdiction, then
the Certificate Registrar shall have the right to void such transfer, if
permitted under applicable law, or to require the investor to sell such
Individual Certificate or beneficial interest in a Private Global Certificate to
an Eligible Investor within fourteen days after notice of such determination and
each Certificateholder by its acceptance of a Certificate authorizes the
Certificate Registrar to take such action.

            (g) Subject to the provisions of this Section 5.02 regarding
transfer and exchange, transfers of the Global Certificates shall be limited to
transfers of such Global Certificates in whole, but not in part, to nominees of
the Depository or to a successor of the Depository or such successor's nominee.

            (h) No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in this Section 5.02 other than for transfers to
Institutional Accredited Investors, as provided herein. In connection with any
transfer to an Institutional Accredited Investor, the transferor shall reimburse
the Trust Fund for any costs (including the cost of the Certificate Registrar's
counsel's review of the documents and any legal opinions, submitted by the
transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.

            (i) Subject to Section 5.02(e), transfers of the Class Q, Class R
and Class LR Certificates may be made only in accordance with this Section
5.02(i). The Certificate Registrar shall register the transfer of a Class Q,
Class R or Class LR Certificate only if (x) the transferor has advised the
Certificate Registrar in writing that such Certificate is being transferred to a
Qualified Institutional Buyer, an Affiliated Person or an Institutional
Accredited Investor and (y) prior to such transfer the transferee furnishes to
the Certificate Registrar an Investment Representation Letter. In addition, the
Certificate Registrar may as a condition of the registration of any such
transfer require the transferor to furnish such other certifications, legal
opinions or other information (at the transferor's expense) as it may reasonably
require to confirm that the proposed transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Act and other applicable laws.

            (j) Neither the Depositor, the Servicer, the Trustee, the Bond
Administrator nor the Certificate Registrar is obligated to register or qualify
the Class X-C, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O, Class P, Class Q, Class R or Class LR Certificates
under the Act or any other securities law or to take any action not otherwise
required under this Agreement to permit the transfer of such Certificates
without registration or qualification. Any Certificateholder desiring to affect
such a transfer shall, and does hereby agree to, indemnify the Depositor, the
Servicer, the Trustee, the Bond Administrator and the Certificate Registrar,
against any loss, liability or expense that may result if the transfer is not so
exempt or is not made in accordance with such federal and state laws.

            (k) No transfer of any Class J, Class K, Class L, Class M, Class N
and Class O, Class P, Class Q, Class R or Class LR Certificate (each, a
"Restricted Certificate") shall be made to (i) an employee benefit plan subject
to the fiduciary responsibility provisions of ERISA, or Section 4975 of the
Code, or a governmental plan, as defined in Section 3(32) of ERISA, subject to
any federal, state or local law ("Similar Law") which is to a material extent
similar to the foregoing provisions of ERISA or the Code (each, a "Plan") or
(ii) a collective investment fund in which a Plan is invested, an insurance
company that is using the assets of any insurance company separate account or
general account in which the assets of any such Plan are invested (or which are
deemed pursuant to ERISA or any Similar Law to include assets of Plans) to
acquire any such Restricted Certificate or any other Person acting on behalf of
any Plan or using the assets of any Plan to acquire any such Restricted
Certificate, other than (with respect to transfer of Restricted Certificates
other than the Class Q Certificates and the Residual Certificates) an insurance
company using the assets of its general account under circumstances whereby such
transfer to such insurance company would be exempt from the "prohibited
transaction" provisions of Sections 406 and 407 of ERISA and Section 4975 of the
Code under Sections I and III of PTCE 95-60, or a substantially similar
exemption under Similar Law. Each prospective transferee of a Restricted
Certificate shall either (i) deliver to the Depositor, the Certificate Registrar
and the Bond Administrator, a transfer or representation letter, substantially
in the form of Exhibit D-2 hereto, stating that the prospective transferee is
not a Person referred to in (i) or (ii) above or (ii) in the event the
transferee is such an entity specified in (i) or (ii) above (except in the case
of a Class Q Certificate or Residual Certificate, which may not be transferred
unless the transferee represents it is not such an entity), such entity shall
provide any opinions of counsel, officers' certificates or agreements as may be
required by, and in form and substance satisfactory to, the Depositor, the Bond
Administrator and the Certificate Registrar, to the effect that the purchase and
holding of the Certificates by or on behalf of a Plan will not constitute or
result in a non-exempt prohibited transaction within the meaning of Sections 406
and 407 of ERISA and Section 4975 of the Code, and will not subject the
Servicer, the Special Servicer, the Depositor, the Trustee, the Bond
Administrator or the Certificate Registrar to any obligation or liability. None
of the Trustee, the Bond Administrator or the Certificate Registrar shall
register a Class Q, Class R or Class LR Certificate in any Person's name unless
such Person has provided the letter referred to in clause (i) of the preceding
sentence. The transferee of a beneficial interest in a Global Certificate that
is a Restricted Certificate shall be deemed to represent that it is not a Plan
or a Person acting on behalf of any Plan or using the assets of any Plan to
acquire such interest other than (with respect to transfers of beneficial
interests in Global Certificates which are Restricted Certificates other than
Class Q Certificates and the Residual Certificates) an insurance company using
the assets of its general account under circumstances whereby such transfer to
such insurance company would be exempt from the "prohibited transaction"
provisions of Sections 406 and 407 of ERISA and Section 4975 of the Code under
Sections I and III of PTCE 95-60, or a substantially similar exemption under
Similar Law. Any transfer of a Restricted Certificate that would violate or
result in a non-exempt prohibited transaction under ERISA or Section 4975 of the
Code or Similar Law shall be deemed absolutely null and void ab initio.

            (l) Each Person who has or acquires any Ownership Interest shall be
deemed by the acceptance or acquisition of such Ownership Interest to have
agreed to be bound by the following provisions and the rights of each Person
acquiring any Ownership Interest are expressly subject to the following
provisions:

            (i) Each Person acquiring or holding any Ownership Interest shall be
      a Permitted Transferee and shall not acquire or hold such Ownership
      Interest as agent (including a broker, nominee or other middleman) on
      behalf of any Person that is not a Permitted Transferee. Any such Person
      shall promptly notify the Certificate Registrar of any change or impending
      change in its status (or the status of the beneficial owner of such
      Ownership Interest) as a Permitted Transferee. Any acquisition described
      in the first sentence of this Section 5.02(l) by a Person who is not a
      Permitted Transferee or by a Person who is acting as an agent of a Person
      who is not a Permitted Transferee shall be void and of no effect, and the
      immediately preceding owner who was a Permitted Transferee shall be
      restored to registered and beneficial ownership of the Ownership Interest
      as fully as possible.

            (ii) No Ownership Interest may be Transferred, and no such Transfer
      shall be registered in the Certificate Register, without the express
      written consent of the Certificate Registrar, and the Certificate
      Registrar shall not recognize the Transfer, and such proposed Transfer
      shall not be effective, without such consent with respect thereto. In
      connection with any proposed Transfer of any Ownership Interest, the
      Certificate Registrar shall, as a condition to such consent, (x) require
      delivery to it in form and substance satisfactory to it, and the proposed
      transferee shall deliver to the Certificate Registrar and to the proposed
      transferor an affidavit in substantially the form attached as Exhibit C-1
      (a "Transferee Affidavit") of the proposed transferee (A) that such
      proposed transferee is a Permitted Transferee and (B) stating that (i) the
      proposed transferee historically has paid its debts as they have come due
      and intends to do so in the future, (ii) the proposed transferee
      understands that, as the holder of an Ownership Interest, it may incur
      liabilities in excess of cash flows generated by the residual interest,
      (iii) the proposed transferee intends to pay taxes associated with holding
      the Ownership Interest as they become due, (iv) the proposed transferee
      will not transfer the Ownership Interest to any Person that does not
      provide a Transferee Affidavit or as to which the proposed transferee 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, (v) the proposed transferee
      will not cause income from the Class R or Class LR Certificate to be
      attributable to a foreign permanent establishment or fixed base, within
      the meaning of an applicable income tax treaty, of the proposed transferee
      or any other U.S. Person and (vi) the proposed transferee expressly agrees
      to be bound by and to abide by the provisions of this Section 5.02(l) and
      (y) other than in connection with the initial issuance of the Class R and
      Class LR Certificates, require a statement from the proposed transferor
      substantially in the form attached as Exhibit C-2 (the "Transferor
      Letter"), that the proposed transferor has no actual knowledge that the
      proposed transferee is not a Permitted Transferee and has no actual
      knowledge or reason to know that the proposed transferee's statements in
      the preceding clauses (x)(B)(i) or (iii) are false.

            (iii) Notwithstanding the delivery of a Transferee Affidavit by a
      proposed transferee under clause (ii) above, if a Responsible Officer of
      the Certificate Registrar has actual knowledge that the proposed
      transferee is not a Permitted Transferee, no Transfer to such proposed
      transferee shall be effected and such proposed Transfer shall not be
      registered on the Certificate Register; provided, however, that the
      Certificate Registrar shall not be required to conduct any independent
      investigation to determine whether a proposed transferee is a Permitted
      Transferee.

            Neither the Bond Administrator nor the Certificate Registrar shall
have any obligation or duty to monitor, determine or inquire as to compliance
with any restriction or transfer imposed under Article V of this Agreement or
under applicable law with respect to any transfer of any Certificate, or any
interest therein, other than to require delivery of the certification(s) and/or
opinions of counsel described in Article V applicable with respect to changes in
registration of record ownership of Certificates in the Certificate Register.
The Bond Administrator and the Certificate Registrar shall have no liability for
transfers, including transfers made through the book-entry facilities of the
Depository or between or among Depository Participants or Beneficial Owners made
in violation of applicable restrictions.

            Upon notice to the Certificate Registrar that there has occurred a
Transfer to any Person that is a Disqualified Organization or an agent thereof
(including a broker, nominee, or middleman) in contravention of the foregoing
restrictions, and in any event not later than 60 days after a request for
information from the transferor of such Ownership Interest, or such agent, the
Certificate Registrar and the Bond Administrator agree to furnish to the IRS and
the transferor of such Ownership Interest or such agent such information
necessary to the application of Section 860E(e) of the Code as may be required
by the Code, including, but not limited to, the present value of the total
anticipated excess inclusions with respect to such Class R or Class LR
Certificate (or portion thereof) for periods after such Transfer. At the
election of the Certificate Registrar and the Bond Administrator, the
Certificate Registrar and the Bond Administrator may charge a reasonable fee for
computing and furnishing such information to the transferor or to such agent
referred to above; provided, however, that such Persons shall in no event be
excused from furnishing such information.

            Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates. If
(i) any mutilated Certificate is surrendered to the Certificate Registrar, or
the Certificate Registrar receives evidence to its satisfaction of the
destruction, loss or theft of any Certificate, and (ii) there is delivered to
the Certificate Registrar such security or indemnity as may be required by it to
save it, the Bond Administrator and the Servicer harmless, then, in the absence
of actual knowledge by a Responsible Officer of the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Bond
Administrator or the Authenticating Agent shall execute and authenticate and the
Certificate Registrar shall deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of the same
Class and of like tenor and Percentage Interest. Upon the issuance of any new
Certificate under this Section 5.03, the Certificate Registrar may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Certificate Registrar) connected therewith. Any replacement
Certificate issued pursuant to this Section 5.03 shall constitute complete and
indefeasible evidence of ownership of the corresponding interest in the Trust
Fund, as if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time.

            Section 5.04 Appointment of Paying Agent. The Bond Administrator may
appoint a paying agent for the purpose of making distributions to
Certificateholders pursuant to Section 4.01. The Bond Administrator shall cause
such Paying Agent, if other than the Bond Administrator or the Servicer, to
execute and deliver to the Servicer and the Bond Administrator an instrument in
which such Paying Agent shall agree with the Servicer and the Bond Administrator
that such Paying Agent will hold all sums held by it for the payment to
Certificateholders in trust for the benefit of the Certificateholders entitled
thereto until such sums have been paid to the Certificateholders or disposed of
as otherwise provided herein. The initial Paying Agent shall be the Bond
Administrator. Except for the Bond Administrator, as the initial Paying Agent,
the Paying Agent shall at all times be an entity having a long-term unsecured
debt rating of at least "A+" by S&P and "A1" by Moody's, or shall be otherwise
acceptable to each Rating Agency.

            Section 5.05 Access to Certificateholders' Names and Addresses. (a)
If any Certificateholder (for purposes of this Section 5.05, an "Applicant")
applies in writing to the Certificate Registrar, and such application states
that the Applicant desires to communicate with other Certificateholders, the
Certificate Registrar shall furnish or cause to be furnished to such Applicant a
list of the names and addresses of the Certificateholders as of the most recent
Record Date, at the expense of the Applicant.

            (b) Every Certificateholder, by receiving and holding its
Certificate, agrees with the Bond Administrator that the Bond Administrator and
the Certificate Registrar shall not be held accountable in any way by reason of
the disclosure of any information as to the names and addresses of the
Certificateholders hereunder, regardless of the source from which such
information was derived.

            Section 5.06 Actions of Certificateholders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Agreement to be given or taken by Certificateholders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Certificateholders in person or by agent duly appointed in writing; and
except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Bond
Administrator and, when required, to the Servicer. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Agreement and conclusive in favor of the Bond
Administrator and the Servicer, if made in the manner provided in this Section.

            (b) The fact and date of the execution by any Certificateholder of
any such instrument or writing may be proved in any reasonable manner which the
Bond Administrator deems sufficient.

            (c) Any request, demand, authorization, direction, notice, consent,
waiver or other act by a Certificateholder shall bind every Holder of every
Certificate issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof, in respect of anything done, or omitted to be done,
by the Bond Administrator or the Servicer in reliance thereon, whether or not
notation of such action is made upon such Certificate.

            (d) The Bond Administrator or Certificate Registrar may require such
additional proof of any matter referred to in this Section 5.06 as it shall deem
necessary.


                                   ARTICLE VI

              THE DEPOSITOR, THE SERVICER AND THE SPECIAL SERVICER

            Section 6.01 Liability of the Depositor, the Servicer and the
Special Servicer. The Depositor, the Servicer and the Special Servicer each
shall be liable in accordance herewith only to the extent of the obligations
specifically imposed by this Agreement.

            Section 6.02 Merger or Consolidation of the Servicer. Subject to the
following paragraph, the Servicer will keep in full effect its existence, rights
and good standing as a corporation under the laws of the State of Delaware and
will not jeopardize its ability to do business in each jurisdiction in which the
Mortgaged Properties are located or to protect the validity and enforceability
of this Agreement, the Certificates or any of the Mortgage Loans and to perform
its respective duties under this Agreement.

            The Servicer, the Special Servicer or the Depositor may be merged or
consolidated with or into any Person, or transfer all or substantially all of
its assets to any Person, in which case any Person resulting from any merger or
consolidation to which it shall be a party, or any Person succeeding to its
business, shall be the successor of the Servicer, the Special Servicer or the
Depositor hereunder, and shall be deemed to have assumed all of the liabilities
of the Servicer, the Special Servicer or the Depositor hereunder, if each of the
Rating Agencies has confirmed in writing that such merger or consolidation or
transfer of assets and succession, in and of itself, will not cause a downgrade,
qualification or withdrawal of the then-current ratings assigned by such Rating
Agency to any Class of Certificates or Serviced Companion Loan Securities.

            Section 6.03 Limitation on Liability of the Depositor, the Servicer
and Others. (a) None of the Depositor, the Servicer or the Special Servicer or
any of the directors, officers, employees, members, managers or agents
(including sub-servicers) of the Depositor, the Servicer or the Special Servicer
shall be under any liability to the Trust Fund, the Certificateholders or any
Serviced Companion Loan Noteholders for any action taken, or for refraining from
the taking of any action, in good faith pursuant to this Agreement (including
actions taken at the direction of the Directing Certificateholder), or for
errors in judgment; provided, however, that this provision shall not protect the
Depositor, Servicer or the Special Servicer, or any member, manager, director,
officer, employee or agent (including sub-servicers) of the Depositor, the
Servicer or the Special Servicer, against any breach of warranties or
representations made herein, or against any liability which would otherwise be
imposed by reason of willful misconduct, bad faith, fraud or negligence (or in
the case of the Servicer or Special Servicer, by reason of any specific
liability imposed hereunder for a breach of the Servicing Standard) in the
performance of duties or by reason of negligent disregard of obligations or
duties hereunder. The Depositor, the Servicer, the Special Servicer, and any
member, manager, director, officer, employee or agent (including sub-servicers)
of the Depositor, the Servicer or the Special Servicer may rely in good faith on
any document of any kind which, prima facie, is properly executed and submitted
by any appropriate Person respecting any matters arising hereunder. The
Depositor, the Servicer, the Special Servicer and any member, manager, director,
officer, employee or agent (including sub-servicers) of the Depositor, the
Servicer or the Special Servicer shall be indemnified and held harmless by the
Trust Fund out of the Collection Account (or if such matter relates directly to
any Serviced Whole Loan, first out of the applicable Serviced Whole Loan
Collection Account; provided that such expenses will first be allocated to the
related Serviced B Loan, if any, and then will be allocated to the related
Mortgage Loan and any related Serviced Pari Passu Companion Loan, if any, on a
pro rata basis (based on each such loan's Stated Principal Balance), and then,
if funds therein are insufficient, out of the Collection Account) against any
loss, liability or expense (including legal fees and expenses, provided,
however, that if the losses and liabilities provided in this Section 6.03(a)
relate solely to the FedEx-Bellingham B Loan, then such indemnification shall be
payable solely from amounts in the FedEx-Bellingham Serviced Whole Loan
Collection Account related to such B Loan) incurred in connection with any claim
or legal action relating to this Agreement or the Certificates, other than any
loss, liability or expense (i) incurred by reason of willful misconduct, bad
faith, fraud or negligence in the performance of duties hereunder or by reason
of negligent disregard of obligations or duties hereunder, in each case by the
Person being indemnified or (ii) in the case of the Depositor and any of its
directors, officers, members, managers, employees and agents, incurred in
connection with any violation by any of them of any state or federal securities
laws. For the avoidance of doubt, such losses or liabilities shall not be deemed
to relate solely to the FedEx-Bellingham Serviced B Loan for the sole reason
that the related legal action was instituted by or against the FedEx-Bellingham
B Loan Noteholder.

            None of the Depositor, the Servicer or the Special Servicer shall be
under any obligation to appear in, prosecute or defend any legal action unless
such action is related to its respective duties under this Agreement and in its
opinion does not expose it to any expense or liability; provided, however, that
the Depositor, the Servicer or the Special Servicer may in its discretion
undertake any action related to its obligations hereunder which it may deem
necessary or desirable with respect to this Agreement and the rights and duties
of the parties hereto and the interests of the Certificateholders and holders of
Serviced Companion Loan Securities, if applicable, hereunder. In such event, the
legal expenses and costs of such action and any liability resulting therefrom
shall be expenses, costs and liabilities of the Trust Fund and, in the case of
any Serviced Whole Loan, first out of amounts allocated to the related B Loan,
if any, out of the related Serviced Whole Loan Collection Account and then such
amounts will be allocated to the related Mortgage Loan and any related Serviced
Pari Passu Companion Loans, if any, on a pro rata basis based on the Mortgage
Loan's or Serviced Companion Loan's, as applicable, Stated Principal Balance,
and then if funds therein are insufficient, out of the Collection Account,
provided, however, that if the losses and liabilities provided in this Section
6.03(a) relate solely to the FedEx-Bellingham B Loan, then such indemnification
shall be payable solely from amounts in the related Serviced Whole Loan
Collection Account related to such B Loan, and the Depositor, the Servicer and
the Special Servicer shall be entitled to be reimbursed therefor from the
Collection Account or the applicable Serviced Whole Loan Collection Account, as
applicable, as provided in Section 3.06 of this Agreement. For the avoidance of
doubt, such losses or liabilities shall not be deemed to relate solely to the
FedEx-Bellingham B Loan for the sole reason that the related legal action was
instituted by or against the FedEx-Bellingham B Loan Noteholder.

            The terms of this Section 6.03 shall survive the termination of any
party hereto or of this Agreement.

            (b) The Directing Certificateholder shall have no liability
whatsoever to the Trust Fund or any Certificateholder (except that if the
Directing Certificateholder is the Controlling Class Representative, other than
a Controlling Class Certificateholder and shall have no liability to any
Controlling Class Certificateholder for any action taken, or for refraining from
the taking of any action, in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that, with respect to Controlling Class
Certificateholders, the Controlling Class Representative shall not be protected
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or negligence in the performance of duties or by reason
of reckless disregard of obligations or duties). By its acceptance of a
Certificate, each Certificateholder confirms its understanding that the
Directing Certificateholder may take actions that favor the interests of one or
more Classes of the Certificates over other Classes of the Certificates or one
or more Companion Loan Noteholders over Certificateholders or other Companion
Loan Noteholders, and that the Directing Certificateholder may have special
relationships and interests that conflict with those of Holders of some Classes
of the Certificates or other Companion Loan Noteholders, that the Directing
Certificateholder may act solely in its own interest (and if the Directing
Certificateholder is the Controlling Class Representative, the interests of the
Holders of the Controlling Class), that the Directing Certificateholder does not
have any duties to the Holders of any Class of Certificates or other Companion
Loan Noteholders (and if the Directing Certificateholder is the Controlling
Class Representative, other than the Controlling Class), that the Directing
Certificateholder that is not the Controlling Class Representative may take
actions that favor its own interest over the interests of the Certificateholders
or other Companion Loan Noteholders (and if the Directing Certificateholder is
the Controlling Class Representative, such Directing Certificateholder may favor
the interests of the Holders of the Controlling Class over the interests of the
Holders of one or more other classes of Certificates), that the Directing
Certificateholder that is not the Controlling Class Representative, absent
willful misfeasance, bad faith or negligence, shall not be deemed to have been
negligent or reckless, or to have acted in bad faith or engaged in willful
misfeasance, by reason of its having acted solely in its own interests (and if
the Directing Certificateholder is the Controlling Class Representative, in the
interests of the Holders of the Controlling Class), and that the Directing
Certificateholder shall have no liability whatsoever for having so acted, and no
Certificateholder or Companion Loan Noteholder may take any action whatsoever
against the Directing Certificateholder or any director, officer, employee,
agent or principal thereof for having so acted.

            Section 6.04 Limitation on Resignation of the Servicer and the
Special Servicer; Termination of the Servicer and the Special Servicer. (a) The
Servicer and the Special Servicer may assign their respective rights and
delegate their respective duties and obligations under this Agreement in
connection with the sale or transfer of a substantial portion of their mortgage
servicing or asset management portfolio, provided that: (i) the purchaser or
transferee accepting such assignment and delegation (A) shall be an established
mortgage finance institution, bank or mortgage servicing institution, organized
and doing business under the laws of any state of the United States or the
District of Columbia, authorized under such laws to perform the duties of a
servicer of mortgage loans or a Person resulting from a merger, consolidation or
succession that is permitted under Section 6.02, (B) shall be acceptable to each
Rating Agency as confirmed by a letter from each Rating Agency delivered to the
Trustee and the Bond Administrator that such assignment or delegation will not
cause a downgrade, withdrawal or qualification of the then-current ratings of
the Certificates and any Serviced Companion Loan Securities, and (C) shall
execute and deliver to the Trustee and the Bond Administrator an agreement, in
form and substance reasonably satisfactory to the Trustee and the Bond
Administrator, which contains an assumption by such Person of the due and
punctual performance and observance of each covenant and condition to be
performed or observed by the Servicer or Special Servicer, as applicable under
this Agreement from and after the date of such agreement; (ii) as confirmed by a
letter from each Rating Agency delivered to the Trustee and the Bond
Administrator, each Rating Agency's rating or ratings of the Certificates and
any Serviced Companion Loan Securities in effect immediately prior to such
assignment, sale or transfer will not be qualified, downgraded or withdrawn as a
result of such assignment, sale or transfer; (iii) the Servicer or the Special
Servicer shall not be released from its obligations under this Agreement that
arose prior to the effective date of such assignment and delegation under this
Section 6.04; (iv) the Trustee and the Bond Administrator shall have given their
written consent thereto; and (v) the rate at which the Servicer Compensation or
Special Servicer Compensation, as applicable (or any component thereof) is
calculated shall not exceed the rate then in effect. Upon acceptance of such
assignment and delegation, the purchaser or transferee shall be the successor
Servicer or Special Servicer, as applicable, hereunder.

            (b) Except as provided in Section 6.02 and this Section 6.04, the
Servicer and the Special Servicer shall not resign from their respective
obligations and duties hereby imposed on them except upon determination that
such duties hereunder are no longer permissible under applicable law. Any such
determination permitting the resignation of the Servicer or the Special
Servicer, as applicable, shall be evidenced by an Opinion of Counsel (obtained
at the resigning Servicer's or Special Servicer's expense) to such effect
delivered to the Trustee and the Bond Administrator.

            (c) The Trustee shall be permitted to remove the Servicer or Special
Servicer upon a Servicer Event of Default or a Special Servicer Event of
Default, as applicable. Without limiting the generality of the succeeding
paragraph, no such removal shall be effective unless and until (i) the Servicer
or the Special Servicer has been paid any unpaid Servicer Compensation or
Special Servicer Compensation, as applicable, unreimbursed Advances (including
Advance Interest Amounts thereon to which it is entitled) and all other amounts
to which the Servicer or the Special Servicer is entitled hereunder to the
extent such amounts accrue prior to such effective date and (ii) with respect to
a resignation by the Servicer, the successor Servicer has deposited into the
Investment Accounts from which amounts were withdrawn to reimburse the
terminated Servicer, an amount equal to the amounts so withdrawn, to the extent
such amounts would not have been permitted to be withdrawn except pursuant to
this paragraph, in which case the successor Servicer shall, immediately upon
deposit, have the same right of reimbursement or payment as the terminated
Servicer had immediately prior to its termination without regard to the
operation of this paragraph.

            No resignation or removal of the Servicer or the Special Servicer as
contemplated by the preceding paragraphs shall become effective until the
Trustee or a successor Servicer or Special Servicer shall have assumed the
Servicer's or the Special Servicer's responsibilities, duties, liabilities and
obligations hereunder. If no successor Servicer or Special Servicer can be
obtained to perform such obligations for the same compensation to which the
terminated Servicer or Special Servicer would have been entitled, additional
amounts payable to such successor Servicer or Special Servicer shall be treated
as Realized Losses.

            Section 6.05 Rights of the Depositor and the Trustee in Respect of
the Servicer and the Special Servicer. The Servicer and the Special Servicer
shall afford the Depositor, the Underwriters, the Trustee, the Bond
Administrator and the Rating Agencies, upon reasonable notice, during normal
business hours access to all records maintained by it in respect of its rights
and obligations hereunder and access to its officers responsible for such
obligations. Upon request, the Servicer and the Special Servicer shall furnish
to the Depositor, Servicer, Special Servicer, the Trustee and the Bond
Administrator its most recent financial statements (or, with respect to the
Servicer, those of its ultimate parent) and such other non-proprietary
information as the Servicer or Special Servicer, as the case may be, shall
determine in its sole and absolute discretion as it possesses, which is relevant
to the performance of its duties hereunder and which it is not prohibited by
applicable law or contract from disclosing. The Depositor may, but is not
obligated to, enforce the obligations of the Servicer or the Special Servicer
hereunder which are in default and may, but is not obligated to, perform, or
cause a designee to perform, any defaulted obligation of such Person hereunder
or exercise its rights hereunder, provided that the Servicer and the Special
Servicer shall not be relieved of any of its obligations hereunder by virtue of
such performance by the Depositor or its designee. In the event the Depositor or
its designee undertakes any such action, it will be reimbursed by the Trust Fund
from the Collection Account (or with respect to a Serviced Whole Loan, to the
extent such reimbursement is allocable to such Serviced Whole Loan Collection
Account, as applicable), as provided in Section 3.06 and Section 6.03(a) hereof
to the extent not recoverable from the Servicer or Special Servicer, as
applicable. None of the Depositor, the Trustee nor the Bond Administrator and
neither the Servicer, with respect to the Special Servicer, or the Special
Servicer, with respect to the Servicer, shall have any responsibility or
liability for any action or failure to act by the Servicer or the Special
Servicer and neither such Person is obligated to monitor or supervise the
performance of the Servicer or the Special Servicer under this Agreement or
otherwise. Neither the Servicer nor the Special Servicer shall be under any
obligation to disclose confidential or proprietary information pursuant to this
Section.

            Section 6.06 Servicer or Special Servicer as Owner of a Certificate.
The Servicer or an Affiliate of the Servicer, or the Special Servicer or an
Affiliate of the Special Servicer, may become the Holder (or with respect to a
Global Certificate, Beneficial Owner) of any Certificate with the same rights it
would have if it were not the Servicer or the Special Servicer or an Affiliate
thereof. If, at any time during which the Servicer or the Special Servicer or an
Affiliate of the Servicer or the Special Servicer is the Holder or Beneficial
Owner of any Certificate, the Servicer or the Special Servicer proposes to take
action (including for this purpose, omitting to take action) that (i) is not
expressly prohibited by the terms hereof and would not, in the Servicer's or the
Special Servicer's good faith judgment, violate the Servicing Standard, and (ii)
if taken, might nonetheless, in the Servicer's or the Special Servicer's good
faith judgment, be considered by other Persons to violate the Servicing
Standard, the Servicer or the Special Servicer may but need not seek the
approval of the Certificateholders to such action by delivering to the Bond
Administrator a written notice that (i) states that it is delivered pursuant to
this Section 6.06, (ii) identifies the Percentage Interest in each Class of
Certificates beneficially owned by the Servicer or the Special Servicer or an
Affiliate of the Servicer or the Special Servicer, and (iii) describes in
reasonable detail the action that the Servicer or the Special Servicer proposes
to take. The Bond Administrator, upon receipt of such notice, shall forward it
to the Certificateholders (other than the Servicer and its Affiliates or the
Special Servicer and its Affiliates, as appropriate) together with such
instructions for response as the Bond Administrator shall reasonably determine.
If at any time Certificateholders holding a majority of the Voting Rights of all
Certificateholders and the Controlling Class Representative (calculated without
regard to the Certificates beneficially owned by the Servicer or its Affiliates
or the Special Servicer or its Affiliates, as applicable) shall have consented
in writing to the proposal described in the written notice, and if the Servicer
or the Special Servicer shall act as proposed in the written notice, such action
shall be deemed to comply with the Servicing Standard. The Bond Administrator
shall be entitled to reimbursement from the Servicer or the Special Servicer, as
applicable, of the reasonable expenses of the Bond Administrator incurred
pursuant to this paragraph. It is not the intent of the foregoing provision that
the Servicer or the Special Servicer be permitted to invoke the procedure set
forth herein with respect to routine servicing matters arising hereunder, except
in the case of unusual circumstances.

            Section 6.07 Certain Matters Relating to the Non-Serviced Mortgage
Loans. Each Other Servicer, the Other Special Servicer, the Other Depositor and
the Other Trustee, and any of their respective directors, officers, employees or
agents (collectively, the "Other Indemnified Parties"), shall be indemnified by
the Trust and held harmless against the Trust's pro rata share (subject to the
related Co-Lender Agreement) of any and all claims, losses, damages, penalties,
fines, forfeitures, reasonable legal fees and related costs, judgments, and any
other costs, liabilities, fees and expenses incurred in connection with any
legal action or claim relating to the related Non-Serviced Mortgage Loan under
the related Other Pooling and Servicing Agreement or this Agreement (but
excluding any such losses allocable to the related Companion Loans), reasonably
requiring the use of counsel or the incurring of expenses; provided, however,
that such indemnification will not extend to any losses, liabilities or expenses
incurred by reason of any Other Indemnified Party's willful misfeasance, bad
faith or negligence in the performance of its obligations or duties or by reason
of negligent disregard of obligations or duties under the related Other Pooling
and Servicing Agreement.


                                   ARTICLE VII

                                     DEFAULT

            Section 7.01 Events of Default. (a) "Servicer Event of Default,"
wherever used herein, means any one of the following events:

            (i) (A) any failure by the Servicer to make any deposit required to
      the Collection Account on the day and by the time such deposit was first
      required to be made under the terms of this Agreement, which failure is
      not remedied within one Business Day or (B) any failure by the Servicer to
      deposit into, or remit to the Bond Administrator for deposit into, any
      Distribution Account any amount required to be so deposited or remitted
      (including, without limitation, any required P&I Advance, unless the
      Servicer determines such P&I Advance is a Nonrecoverable Advance), which
      failure is not remedied (with interest as set forth in Section 3.06(d)) by
      11:00 a.m. (New York City time) on the relevant Distribution Date or any
      failure by the Servicer to remit to any holder of a Serviced Companion
      Loan, as and when required by this Agreement or any related Co-Lender
      Agreement, any amount required to be so remitted;

            (ii) any failure on the part of the Servicer duly to observe or
      perform in any material respect any of its other covenants or obligations
      contained in this Agreement, which failure continues unremedied for a
      period of 30 days (15 days in the case of the Servicer's failure to make a
      Property Advance, 45 days in the case of a failure to pay the premium for
      any insurance policy required to be force-placed by the Servicer or 5 days
      in the case of a failure to deliver the reports required by Section 3.14,
      Section 3.15 and Section 3.22(f) of this Agreement in any year that a
      report on Form 10-K is required to be filed with the Commission) after the
      date on which written notice of such failure, requiring the same to be
      remedied, shall have been given to the Servicer, by any other party
      hereto, with a copy to each other party to this Agreement by the Holders
      of Certificates of any Class evidencing, as to such Class, Percentage
      Interests aggregating not less than 25% or by an affected Serviced
      Companion Loan Noteholder; provided, however, if such failure (other than
      the failure to deliver the reports required by Section 3.13 or Section
      3.14 of this Agreement in any year that a report on Form 10-K is required
      to be filed with the Commission) is capable of being cured and the
      Servicer is diligently pursuing such cure, such 30- or 45-day period, as
      applicable, will be extended an additional 30 days;

            (iii) any breach on the part of the Servicer of any representation
      or warranty contained in Section 2.04(a) which materially and adversely
      affects the interests of any Class of Certificateholders or Serviced
      Companion Loan Noteholders and which continues unremedied for a period of
      30 days after the date on which notice of such breach, requiring the same
      to be remedied, shall have been given to the Servicer by the Depositor or
      the Trustee, or to the Servicer, the Special Servicer, the Depositor and
      the Trustee by the Holders of Certificates of any Class evidencing, as to
      such Class, Percentage Interests aggregating not less than 25% or by an
      affected Serviced Companion Loan Noteholder; provided, however, if such
      breach is capable of being cured and the Servicer is diligently pursuing
      such cure, such 30-day period will be extended an additional 30 days;

            (iv) a decree or order of a court or agency or supervisory authority
      having jurisdiction in the premises in an involuntary case under any
      present or future federal or state bankruptcy, insolvency or similar law
      for the appointment of a conservator, receiver, liquidator, trustee or
      similar official in any bankruptcy, insolvency, readjustment of debt,
      marshaling of assets and liabilities or similar proceedings, or for the
      winding-up or liquidation of its affairs, shall have been entered against
      the Servicer and such decree or order shall have remained in force
      undischarged, undismissed or unstayed for a period of 60 days;

            (v) the Servicer shall consent to the appointment of a conservator,
      receiver, liquidator, trustee or similar official in any bankruptcy,
      insolvency, readjustment of debt, marshaling of assets and liabilities or
      similar proceedings of or relating to the Servicer or of or relating to
      all or substantially all of its property;

            (vi) the Servicer shall admit in writing its inability to pay its
      debts generally as they become due, file a petition to take advantage of
      any applicable bankruptcy, insolvency or reorganization statute, make an
      assignment for the benefit of its creditors, voluntarily suspend payment
      of its obligations or take any corporate action in furtherance of the
      foregoing;

            (vii) the Servicer has been removed from S&P's approved master
      servicer list and any of the ratings assigned to the Certificates or any
      Serviced Companion Loan Securities have been qualified, downgraded or
      withdrawn in connection with such removal;

            (viii) Moody's has placed the rating of any Certificates or Serviced
      Companion Loan Securities on "watchlist" status for possible ratings
      downgrade or withdrawal (or Moody's has downgraded or withdrawn its rating
      for any Certificates or Serviced Companion Loan Securities) citing
      servicing concerns with respect to the servicing of such Certificates or
      Serviced Companion Loan by the Servicer as the sole cause or a material
      factor in such rating action, and, in the case of "watchlist" status, such
      watch is not withdrawn by Moody's within 60 days; or

            (ix) the Trustee has received notice from either Fitch or DBRS to
      the effect that the continuation of the Servicer in such capacity would
      result in the downgrade, qualification or withdrawal of any rating then
      assigned by Fitch or DBRS to any Serviced Companion Loan Securities.

then, and in each and every such case, so long as a Servicer Event of Default
shall not have been remedied, the Trustee may, (a) and at the written direction
of the Holders of at least 51% of the aggregate Voting Rights of all
Certificates shall terminate all of the rights and obligations of the Servicer
(other than the rights to indemnification provided in Section 6.03 and
compensation provided in Section 3.12). In the case of clauses (vii), (viii) and
(ix) above, the Bond Administrator, on behalf of the Trustee, shall be required
to notify Certificateholders of such Servicer Event of Default and request
whether such Certificateholders and, if applicable, the Serviced Companion Loan
Noteholders favor such termination.

            In the event that the Servicer is also the Special Servicer and the
Servicer is terminated as provided in this Section 7.01, the Servicer shall also
be terminated as Special Servicer.

            Notwithstanding the foregoing, any failure to remit funds with
respect to the Non-Serviced Mortgage Loans will only be an Event of Default of
the Servicer or the Special Servicer, as applicable, to the extent that such
funds are received from the respective Other Servicer, as applicable.

            (b) "Special Servicer Event of Default," wherever used herein, means
any one of the following events:

            (i) any failure by the Special Servicer to deposit into the REO
      Account, or to remit to the Servicer for deposit into, the Collection
      Account (or, in the case of a Serviced Whole Loan, the related Serviced
      Whole Loan Collection Account) any amount required to be so deposited or
      remitted by the Special Servicer pursuant to, and at the time specified
      by, the terms of this Agreement; provided, however, that the failure of
      the Special Servicer to remit such amount to the Servicer shall not be an
      Event of Default if such failure is remedied within one Business Day and
      if the Special Servicer has compensated the Servicer for any loss of
      income on such amount suffered by the Servicer due to and caused by the
      late remittance of the Special Servicer and reimburse the Trust for any
      resulting advance interest due to the Servicer; or

            (ii) any failure on the part of the Special Servicer duly to observe
      or perform in any material respect any of its other covenants or
      obligations contained in this Agreement, which failure continues
      unremedied for a period of 30 days (45 days in the case of a failure to
      pay the premium for any insurance policy required to be force-placed by
      the Special Servicer or 5 days in the case of a failure to deliver the
      reports required by Section 3.14, Section 3.15 and Section 3.22(g) of this
      Agreement in any year that a report on Form 10-K is required to be filed
      with the Commission after the date on which written notice of such
      failure, requiring the same to be remedied, shall have been given to the
      Special Servicer, by any other party hereto, with a copy to each other
      party to this Agreement by the Holders of Certificates of any Class
      evidencing, as to such Class, Percentage Interests aggregating not less
      than 25% or by an affected Serviced Companion Loan Noteholder; provided,
      however, if such failure (other than the failure to deliver the reports
      required by Section 3.13 or Section 3.14 of this Agreement in any year
      that a report on Form 10-K is required to be filed with the Commission) is
      capable of being cured and the Special Servicer is diligently pursuing
      such cure, such 30- or 45-day period, as applicable, will be extended an
      additional 30 days;

            (iii) any breach on the part of the Special Servicer of any
      representation or warranty contained in Section 2.04(b) which materially
      and adversely affects the interests of any Class of Certificateholders or
      Serviced Companion Loan Noteholders and which continues unremedied for a
      period of 30 days after the date on which notice of such breach, requiring
      the same to be remedied, shall have been given to the Special Servicer by
      the Depositor or the Trustee, or to the Servicer, the Special Servicer,
      the Depositor and the Trustee by the Holders of Certificates of any Class
      evidencing, as to such Class, Percentage Interests aggregating not less
      than 25% or by an affected Serviced Companion Loan Noteholder; provided,
      however, if such breach is capable of being cured and the Special Servicer
      is diligently pursuing such cure, such 30-day period will be extended an
      additional 30 days;

            (iv) a decree or order of a court or agency or supervisory authority
      having jurisdiction in the premises in an involuntary case under any
      present or future federal or state bankruptcy, insolvency or similar law
      for the appointment of a conservator, receiver, liquidator, trustee or
      similar official in any bankruptcy, insolvency, readjustment of debt,
      marshaling of assets and liabilities or similar proceedings, or for the
      winding-up or liquidation of its affairs, shall have been entered against
      the Special Servicer and such decree or order shall have remained in force
      undischarged, undismissed or unstayed for a period of 60 days;

            (v) the Special Servicer shall consent to the appointment of a
      conservator, receiver, liquidator, trustee or similar official in any
      bankruptcy, insolvency, readjustment of debt, marshaling of assets and
      liabilities or similar proceedings of or relating to the Special Servicer
      or of or relating to all or substantially all of its property;

            (vi) the Special Servicer shall admit in writing its inability to
      pay its debts generally as they become due, file a petition to take
      advantage of any applicable bankruptcy, insolvency or reorganization
      statute, make an assignment for the benefit of its creditors, voluntarily
      suspend payment of its obligations or take any corporate action in
      furtherance of the foregoing;

            (vii) the Special Servicer has been removed from S&P's approved
      special servicer list, and any of the ratings assigned to the Certificates
      or any Serviced Companion Loan Securities have been qualified, downgraded
      or withdrawn in connection with such removal, whichever is earlier;

            (viii) Moody's has placed the rating of any Certificates or Serviced
      Companion Loan Securities on "watchlist" status for possible ratings
      downgrade or withdrawal (or Moody's has downgraded or withdrawn its rating
      for any Certificates or Serviced Companion Loan Securities) citing
      servicing concerns with respect to the servicing of such Certificates or
      Serviced Companion Loan by the Special Servicer as the sole cause or a
      material factor in such rating action, and, in the case of "watchlist"
      status, such watch is not withdrawn by Moody's within 60 days; or

            (ix) the Trustee has received notice from either Fitch or DBRS to
      the effect that the continuation of the Special Servicer in such capacity
      would result in the downgrade, qualification or withdrawal of any rating
      then assigned by Fitch or DBRS to any Serviced Companion Loan Securities.

then, and in each and every such case, so long as a Special Servicer Event of
Default shall not have been remedied, the Trustee may, (a) and at the written
direction of the Holders of at least 51% of the aggregate Voting Rights of all
Certificates shall terminate all of the rights and obligations of the Special
Servicer (other than the rights to indemnification provided in Section 6.03(a)
and compensation provided in Section 3.12(c)). In the case of clauses (vii),
(viii) and (ix) above, the Bond Administrator, on behalf of the Trustee, shall
be required to notify Certificateholders and Serviced Companion Loan Noteholders
of such Special Servicer Event of Default and request whether such
Certificateholders and, if applicable, the Serviced Companion Loan Noteholders,
favor such termination.

            (c) Notwithstanding Section 7.01(a), if any Servicer Event of
Default occurs that affects a Serviced Pari Passu Companion Loan and the
Servicer is not otherwise terminated, the Trustee, at the direction of the
trustee of another Securitization related to such Serviced Pari Passu Companion
Loan (at the discretion of certificateholders holding at least 25% of the
certificate balance of the certificates issued by the related securitization
trust) shall be entitled to direct the Trustee to appoint a sub-servicer (or if
a sub-servicer is then sub-servicing such Serviced Whole Loan, to appoint a new
sub-servicer to service such Serviced Whole Loan, but only if such sub-servicer
is in default under the related sub-servicing agreement) with respect all of the
rights and obligations of the Servicer under this Agreement related to such
Serviced Whole Loan. The Trustee shall appoint a replacement sub-servicer with
respect to such Serviced Whole Loan, selected by the holders of such Serviced
Whole Loan (or their designees) (but excluding any holder of a B Loan), then
holding a majority of the aggregate Stated Principal Balance of such Serviced
Whole Loan, as the case may be, and, if the holders of such Serviced Whole Loan
(or their designees) (but excluding any holder of a B Loan), then holding a
majority of the aggregate Stated Principal Balance of such Serviced Whole Loan,
are not able to agree on a sub-servicer (or, if such Serviced Whole Loan is
being sub-serviced, a new sub-servicer) within 45 days, then the Controlling
Class Representative shall select such sub-servicer. The Trustee shall notify
the Controlling Class Representative and the applicable Serviced Pari Passu
Companion Loan Noteholders with respect to the appointment of a replacement
sub-servicer (and shall provide such non-proprietary information as may be
reasonably requested by and necessary in the reasonable determination of any
such Person in order to make a judgment, the expense of providing such
information to be an expense of the requesting Person); provided, that such
sub-servicer meets the eligibility requirements of Section 7.02 (including
receipt of a confirmation from each Rating Agency that such appointment would
not cause such Rating Agency to qualify, withdraw or downgrade any of its
then-current ratings on the Certificates and any related Serviced Companion Loan
Securities) and the eligibility requirements of each Serviced Companion Loan
Securitization Agreement.

            (d) In the event that the Servicer or the Special Servicer is
terminated pursuant to this Section 7.01, the Trustee (the "Terminating Party")
shall, by notice in writing to the Servicer or the Special Servicer, as the case
may be (the "Terminated Party"), terminate all of its rights and obligations
under this Agreement and in and to the Mortgage Loans and the proceeds thereof,
other than any rights the Terminated Party may have hereunder as a
Certificateholder and any rights or obligations that accrued prior to the date
of such termination (including the right to receive all amounts accrued or owing
to it under this Agreement, plus interest at the Advance Rate on such amounts
until received to the extent such amounts bear interest as provided in this
Agreement, with respect to periods prior to the date of such termination and the
right to the benefits of Section 6.03 notwithstanding any such termination, and
with respect to (i) Midland (or its third party assignee) it shall also be
entitled to the Excess Servicing Strip and (ii) the Special Servicer, shall also
be entitled to receive any Workout Fee subsequent to its termination as Special
Servicer, pursuant to Section 3.12(c) and any successor Special Servicer shall
not be entitled to such Workout Fee received by the terminated Special
Servicer). On or after the receipt by the Terminated Party of such written
notice, all of its authority and power under this Agreement, whether with
respect to the Certificates (except that the Terminated Party shall retain its
rights as a Certificateholder in the event and to the extent that it is a
Certificateholder), the Mortgage Loans, the Serviced Companion Loans, or
otherwise, shall pass to and be vested in the Terminating Party pursuant to and
under this Section and, without limitation, the Terminating Party is hereby
authorized and empowered to execute and deliver, on behalf of and at the expense
of the Terminated Party, as attorney-in-fact or otherwise, any and all documents
and other instruments, and to do or accomplish all other acts or things
necessary or appropriate to effect the purposes of such notice of termination,
whether to complete the transfer and endorsement or assignment of the Mortgage
Loans and related documents, or otherwise. The Servicer and the Special Servicer
each agree in the event it is terminated pursuant to this Section 7.01 to
promptly (and in any event no later than ten Business Days subsequent to such
notice) provide, at its own expense, the Terminating Party with all documents
and records requested by the Terminating Party to enable the Terminating Party
to assume its functions hereunder, and to cooperate with the Terminating Party
and the successor to its responsibilities hereunder in effecting the termination
of its responsibilities and rights hereunder, including, without limitation, the
transfer to the successor Servicer or Special Servicer or the Terminating Party,
as applicable, for administration by it of all cash amounts which shall at the
time be or should have been credited by the Servicer or the Special Servicer to
the Collection Account, the applicable Serviced Whole Loan Collection Account,
any REO Account, any Excess Liquidation Proceeds Account, Lock-Box Account or
Cash Collateral Account or which shall thereafter be received with respect to
the Mortgage Loans, and shall promptly provide the Terminating Party or such
successor Servicer or successor Special Servicer (which may include the Trustee
or Bond Administrator), as applicable, all documents and records reasonably
requested by it, such documents and records to be provided in such form as the
Terminating Party or such successor Servicer or Special Servicer shall
reasonably request (including electromagnetic form), to enable it to assume the
Servicer's or Special Servicer's function hereunder. All reasonable costs and
expenses of the Terminating Party or the successor Servicer or successor Special
Servicer incurred in connection with transferring the Mortgage Files to the
successor Servicer or Special Servicer and amending this Agreement to reflect
such succession as successor Servicer or successor Special Servicer pursuant to
this Section 7.01 shall be paid by the predecessor Servicer or the Special
Servicer, as applicable, upon presentation of reasonable documentation of such
costs and expenses. If the predecessor Servicer or Special Servicer (as the case
may be) has not reimbursed the Terminating Party or the successor Servicer or
Special Servicer for such expenses within 90 days after the presentation of
reasonable documentation, such expense shall be reimbursed by the Trust Fund;
provided that the Terminated Party shall not thereby be relieved of its
liability for such expenses. If and to the extent that the Terminated Party has
not reimbursed such costs and expenses, the Terminating Party shall have an
affirmative obligation to take all reasonable actions to collect such expenses
on behalf of the Trust Fund.

            Section 7.02 Trustee to Act; Appointment of Successor. On and after
the time the Servicer or the Special Servicer receives a notice of termination
pursuant to Section 7.01 (or, in accordance with Section 7.01(c), a sub-servicer
is appointed), the Terminating Party (subject to Sections 7.01(c) and 7.01(d))
shall be its successor in all respects in its capacity as Servicer or Special
Servicer under this Agreement and the transactions set forth or provided for
herein and, except as provided herein, shall be subject to all the
responsibilities, duties, limitations on liability and liabilities relating
thereto and arising thereafter placed on the Servicer or Special Servicer by the
terms and provisions hereof, provided, however, that (i) the Terminating Party
shall have no responsibilities, duties, liabilities or obligations with respect
to any act or omission of the Servicer or Special Servicer and (ii) any failure
to perform, or delay in performing, such duties or responsibilities caused by
the Terminated Party's failure to provide, or delay in providing, records,
tapes, disks, information or monies shall not be considered a default by such
successor hereunder. The Trustee, as successor Servicer or successor Special
Servicer, shall be indemnified to the full extent provided the Servicer or
Special Servicer, as applicable, under this Agreement prior to the Servicer's or
the Special Servicer's termination. The appointment of a successor Servicer or
successor Special Servicer shall not affect any liability of the predecessor
Servicer or Special Servicer which may have arisen prior to its termination as
Servicer or Special Servicer. The Terminating Party shall not be liable for any
of the representations and warranties of the Servicer or Special Servicer herein
or in any related document or agreement, for any acts or omissions of the
predecessor Servicer or predecessor Special Servicer or for any losses incurred
in respect of any Permitted Investment by the Servicer pursuant to Section 3.07
hereunder nor shall the Trustee be required to purchase any Mortgage Loan or any
Serviced Companion Loan hereunder. As compensation therefor, the Terminating
Party as successor Servicer or successor Special Servicer shall be entitled to
the Servicing Compensation (subject to Midland's (or its third party assignee)
right to the Excess Servicing Strip in accordance with Section 3.12) or Special
Servicing Compensation, as applicable, and all funds relating to the Mortgage
Loans or the Serviced Companion Loans that accrue after the date of the
Terminating Party's succession to which the Servicer or Special Servicer would
have been entitled if the Servicer or Special Servicer, as applicable, had
continued to act hereunder. In the event any Advances made by the Servicer or
the Trustee shall at any time be outstanding, or any amounts of interest thereon
shall be accrued and unpaid, all amounts available to repay Advances and
interest hereunder shall be applied entirely to the Advances made by the Trustee
(and the accrued and unpaid interest thereon), until such Advances and interest
shall have been repaid in full. Notwithstanding the above (but subject to
Section 7.01(c)), the Trustee may, if it shall be unwilling to so act, or shall
(i) if it is unable to so act, (ii) if the Holders of Certificates entitled to
at least 25% of the aggregate Voting Rights or by an affected Serviced Companion
Loan Noteholder so request in writing to the Trustee or if the Trustee is not an
"approved" servicer by any of the Rating Agencies for mortgage pools similar to
the Trust Fund, promptly appoint, or petition a court of competent jurisdiction
to appoint, any established mortgage loan servicing institution the appointment
of which will not result in a downgrade, qualification or withdrawal of the
then-current rating or ratings assigned to any Class of Certificates or any
Serviced Companion Loan Securities, evidenced in writing by each Rating Agency,
as the successor to the Servicer or Special Servicer, as applicable, hereunder
in the assumption of all or any part of the responsibilities, duties or
liabilities of the Servicer or Special Servicer hereunder. No appointment of a
successor to the Servicer or Special Servicer hereunder shall be effective until
the assumption by such successor of all the Servicer's or Special Servicer's
responsibilities, duties and liabilities hereunder. Pending appointment of a
successor to the Servicer (or the Special Servicer if the Special Servicer is
also the Servicer) hereunder, unless the Trustee shall be prohibited by law from
so acting, the Trustee shall act in such capacity as hereinabove provided (but
subject to Section 7.01(c)). Pending the appointment of a successor to the
Special Servicer, the Trustee shall act in such capacity. In connection with
such appointment and assumption described herein, the Trustee may make such
arrangements for the compensation of such successor out of payments on Mortgage
Loans, Serviced Companion Loans, or otherwise as it and such successor shall
agree; provided, however, that no such compensation shall be in excess of that
permitted to the Terminated Party hereunder, provided, further, that if no
successor to the Terminated Party can be obtained to perform the obligations of
such Terminated Party hereunder after consultation with the Controlling Class
Representative or if such default relates solely to a Serviced Whole Loan, the
Directing Certificateholder, additional amounts shall be paid to such successor
and such amounts in excess of that permitted the Terminated Party shall be
treated as Realized Losses. The Depositor, the Trustee, the Servicer or Special
Servicer and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession.

            Section 7.03 Notification to Certificateholders and Other Persons.
(a) Upon any termination pursuant to Section 7.01 above or appointment of a
successor to the Servicer or the Special Servicer, the Bond Administrator shall
give prompt written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register, to each Rating Agency and to
each Serviced Companion Loan Noteholder at its address appearing in the Serviced
Companion Loan Noteholder Register.

            (b) Within 30 days after the occurrence of any Event of Default of
which a Responsible Officer of the Trustee has actual knowledge, the Trustee
shall transmit by mail to the Bond Administrator who will forward to all Holders
of Certificates, each Rating Agency, each Serviced Companion Loan Noteholder
notice of such Event of Default, unless such Event of Default shall have been
cured or waived.

            Section 7.04 Other Remedies of Trustee. During the continuance of
any Servicer Event of Default or a Special Servicer Event of Default, so long as
such Servicer Event of Default or Special Servicer Event of Default, if
applicable, shall not have been remedied, the Trustee, in addition to the rights
specified in Section 7.01, shall have the right, in its own name as Trustee of
an express trust, to take all actions now or hereafter existing at law, in
equity or by statute to enforce its rights and remedies and to protect the
interests, and enforce the rights and remedies, of the Certificateholders and,
in the case of any Serviced Companion Loan, of the related Serviced Companion
Loan Noteholder (including the institution and prosecution of all judicial,
administrative and other proceedings and the filing of proofs of claim and debt
in connection therewith). In such event, the legal fees, expenses and costs of
such action and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust Fund (and, in the case of any Serviced Whole Loan first
of the related Serviced B Loan Noteholders, if any, and second, to the extent
such expense remains unpaid, of the Trust Fund and the related Serviced Pari
Passu Companion Loan Noteholders, if any, on a pro rata basis based on the
Mortgage Loan's or related Serviced Pari Passu Companion Loan's, as applicable,
Stated Principal Balance) and the Trustee shall be entitled to be reimbursed
therefor from the Collection Account (and, if applicable, the applicable
Serviced Whole Loan Collection Account) as provided in Section 3.06. Except as
otherwise expressly provided in this Agreement, no remedy provided for by this
Agreement shall be exclusive of any other remedy, and each and every remedy
shall be cumulative and in addition to any other remedy, and no delay or
omission to exercise any right or remedy shall impair any such right or remedy
or shall be deemed to be a waiver of any Servicer Event of Default or Special
Servicer Event of Default, if applicable.

            Section 7.05 Waiver of Past Events of Default; Termination. The
Holders of Certificates evidencing not less than 66-2/3% of the aggregate Voting
Rights of the Certificates may, together with each affected Serviced Companion
Loan Noteholder (to the extent they are adversely affected by such Event of
Default), on behalf of all Holders of Certificates may waive any default by the
Servicer or Special Servicer in the performance of its obligations hereunder and
its consequences, except a default in making any required deposits (including,
with respect to the Servicer, P&I Advances) to or payments from the Collection
Account, any Serviced Whole Loan Collection Account or the Lower-Tier
Distribution Account or in remitting payments as received, in each case in
accordance with this Agreement. Upon any such waiver of a past default, such
default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been remedied for every purpose of this Agreement. No such
waiver shall extend to any subsequent or other default or impair any right
consequent thereon.

            Section 7.06 Trustee as Maker of Advances. In the event that the
Servicer fails to fulfill its obligations hereunder to make any Advances and
such failure remains uncured, the Trustee shall perform such obligations (x)
within five Business Days of the Event of Default resulting from such failure by
the Servicer with respect to Property Advances to the extent a Responsible
Officer of the Trustee has actual knowledge of such failure with respect to such
Property Advances and (y) by 12:00 noon (New York City time) on the related
Distribution Date with respect to P&I Advances pursuant to the Trustee's notice
of failure pursuant to Section 4.07(a) unless the Trustee has received notice
that such failure has been cured by 11:00 a.m. on such Distribution Date. With
respect to any such Advance made by the Trustee, the Trustee shall succeed to
all of the Servicer's rights with respect to Advances hereunder, including,
without limitation, the Servicer's rights of reimbursement and interest on each
Advance at the Advance Rate, and rights to determine that a proposed Advance is
a Nonrecoverable P&I Advance or Property Advance, as the case may be (without
regard to any impairment of any such rights of reimbursement caused by such
Servicer's default in its obligations hereunder); provided, however, that if
Advances made by the Trustee and the Servicer shall at any time be outstanding,
or any interest on any Advance shall be accrued and unpaid, all amounts
available to repay such Advances and the interest thereon hereunder shall be
applied entirely to the Advances outstanding to the Trustee, until such Advances
shall have been repaid in full, together with all interest accrued thereon,
prior to reimbursement of the Servicer for such Advances. The Trustee shall be
entitled to conclusively rely on any notice given with respect to a
Nonrecoverable Advance or any determination of nonrecoverability in connection
therewith by the Servicer hereunder.


                                  ARTICLE VIII

                CONCERNING THE TRUSTEE AND THE BOND ADMINISTRATOR

            Section 8.01 Duties of Trustee and the Bond Administrator. (a) Each
of the Bond Administrator and, prior to the occurrence of an Event of Default of
which a Responsible Officer of the Trustee has actual knowledge and after the
curing or waiver of all Events of Default which may have occurred, the Trustee,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement and no permissive right of the Trustee or the Bond
Administrator shall be construed as a duty. During the continuance of an Event
of Default of which a Responsible Officer of the Trustee has actual knowledge,
the Trustee, subject to the provisions of Sections 7.02 and 7.05 shall exercise
such of the rights and powers vested in it by this Agreement, and use the same
degree of care and skill in their exercise, as a prudent person would exercise
or use under the circumstances in the conduct of such person's own affairs.

            (b) The Trustee and the Bond Administrator, upon receipt of any
resolutions, certificates, statements, opinions, reports, documents, orders or
other instruments furnished to the Bond Administrator which are specifically
required to be furnished pursuant to any provision of this Agreement, shall
examine them to determine whether they conform on their face to the requirements
of this Agreement; provided, however, that, the Trustee and the Bond
Administrator shall not be responsible for the accuracy or content of any such
resolution, certificate, statement, opinion, report, document, order or other
instrument provided to it hereunder. If any such instrument is found not to
conform on its face to the requirements of this Agreement in a material manner,
the Trustee or the Bond Administrator, as applicable, shall request the provider
of such instrument to have the instrument corrected, and if the instrument is
not corrected to the Trustee or the Bond Administrator's reasonable
satisfaction, the Bond Administrator will provide notice thereof to the
Certificateholders.

            (c) Neither the Trustee nor the Bond Administrator nor any of their
officers, directors, employees, agents or "control" persons within the meaning
of the Act shall have any liability arising out of or in connection with this
Agreement, provided, that, subject to Section 8.02, no provision of this
Agreement shall be construed to relieve the Trustee or the Bond Administrator,
or any such person, from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct or its own bad faith; and
provided, further, that:

            (i) The Bond Administrator's and, prior to the occurrence of an
      Event of Default of which a Responsible Officer of the Trustee has actual
      knowledge, and after the curing or waiver of all such Events of Default
      which may have occurred, the Trustee's duties and obligations shall be
      determined solely by the express provisions of this Agreement, the Trustee
      and the Bond Administrator shall not be liable except for the performance
      of such duties and obligations as are specifically set forth in this
      Agreement, no implied covenants or obligations shall be read into this
      Agreement against the Trustee or the Bond Administrator and, in the
      absence of bad faith on the part of the Trustee or the Bond Administrator,
      the Trustee and the Bond Administrator may conclusively rely, as to the
      truth of the statements and the correctness of the opinions expressed
      therein, upon any resolutions, certificates, statements, reports,
      opinions, documents, orders or other instruments furnished to the Trustee
      that conform on their face to the requirements of this Agreement to the
      extent set forth herein without responsibility for investigating the
      contents thereof;

            (ii) Neither the Trustee nor the Bond Administrator shall be
      personally liable for an error of judgment made in good faith by a
      Responsible Officer of the Trustee or Bond Administrator, as applicable,
      unless it shall be proved that the Trustee or the Bond Administrator was
      negligent in ascertaining the pertinent facts;

            (iii) Neither the Trustee nor the Bond Administrator shall be
      personally liable with respect to any action taken, suffered or omitted to
      be taken by it in good faith in accordance with the direction of Holders
      of Certificates entitled to greater than a majority of the Percentage
      Interests (or such other percentage as is specified herein) of each
      affected Class, or of the aggregate Voting Rights of the Certificates,
      relating to the time, method and place of conducting any proceeding for
      any remedy available to the Trustee or the Bond Administrator, or
      exercising any trust or power conferred upon the Trustee or the Bond
      Administrator, under this Agreement;

            (iv) Neither the Trustee, nor the Bond Administrator nor any of
      their respective directors, officers, employees, agents or control persons
      shall be responsible for any act or omission of any Custodian, Paying
      Agent or Certificate Registrar that is not an Affiliate of the Trustee or
      the Board Administrator, as applicable, and that is selected other than by
      the Trustee or the Bond Administrator, performed or omitted in compliance
      with any custodial or other agreement, or any act or omission of the
      Servicer, Special Servicer, the Depositor or any other Person, including,
      without limitation, in connection with actions taken pursuant to this
      Agreement;

            (v) Neither the Trustee nor the Bond Administrator shall be under
      any obligation to appear in, prosecute or defend any legal action which is
      not incidental to its respective duties as Trustee or Bond Administrator
      in accordance with this Agreement (and, if it does, all legal expenses and
      costs of such action shall be expenses and costs of the Trust Fund and, in
      the case of any Serviced Whole Loan, first of the related Serviced B Loan
      Noteholders, if any, and second, to the extent such expense remains
      unpaid, of the Trust Fund and the related Serviced Pari Passu Companion
      Loan Noteholders, if any, on a pro rata basis based on the Mortgage Loan's
      or related Serviced Pari Passu Companion Loan's, as applicable, Stated
      Principal Balance), and the Trustee and the Bond Administrator shall be
      entitled, as provided in Section 3.06 hereof, to be reimbursed therefor
      from amounts on deposit in the Collection Account and with respect to the
      Serviced Whole Loans, the related Serviced Whole Loan Collection Account
      and identified on the Trust Ledger, unless such legal action arises out of
      the negligence or bad faith of the Trustee or the Bond Administrator or
      any breach of an obligation, representation, warranty or covenant of the
      Trustee contained herein; and

            (vi) Neither the Trustee nor the Bond Administrator shall be charged
      with knowledge of any act, failure to act or breach of any Person upon the
      occurrence of which the Trustee or the Bond Administrator may be required
      to act, unless a Responsible Officer of the Trustee or Bond Administrator
      obtains actual knowledge of such failure. Neither the Trustee nor the Bond
      Administrator shall be deemed to have actual knowledge of the Servicer's
      or the Special Servicer's failure to provide scheduled reports,
      certificates and statements when and as required to be delivered to the
      Trustee or the Bond Administrator pursuant to this Agreement.

            None of the provisions contained in this Agreement shall require
either the Trustee, in its capacity as Trustee or the Bond Administrator in its
capacity as Bond Administrator to expend or risk its own funds, or otherwise
incur financial liability in the performance of any of its duties hereunder, or
in the exercise of any of its rights or powers, if in the opinion of the Trustee
or the Bond Administrator, respectively, the repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it, and
none of the provisions contained in this Agreement shall in any event require
the Trustee or the Bond Administrator to perform, or be responsible for the
manner of performance of, any of the obligations of the Servicer or the Special
Servicer under this Agreement, except during such time, if any, as the Trustee
shall be the successor to, and be vested with the rights, duties, powers and
privileges of, the Servicer or the Special Servicer in accordance with the terms
of this Agreement. Neither the Trustee nor the Bond Administrator shall be
required to post any surety or bond of any kind in connection with its
performance of its obligations under this Agreement and neither the Trustee nor
the Bond Administrator shall be liable for any loss on any investment of funds
pursuant to this Agreement. Notwithstanding any other provision hereof, however,
whenever acting as or instead of the Servicer or Special Servicer hereunder, the
Trustee or the Bond Administrator (as the case may be) shall comply with the
Servicing Standard.

            Section 8.02 Certain Matters Affecting the Trustee and the Bond
Administrator. (a) Except as otherwise provided in Section 8.01:

            (i) The Trustee and the Bond Administrator may request and/or rely
      upon and shall be protected in acting or refraining from acting upon any
      resolution, Officer's Certificate, certificate of auditors or any other
      certificate, statement, instrument, opinion, report, notice, request,
      consent, order, appraisal, bond or other paper or document reasonably
      believed by it to be genuine and to have been signed or presented by the
      proper party or parties and neither the Trustee nor the Bond Administrator
      shall have responsibility to ascertain or confirm the genuineness of any
      such party or parties;

            (ii) The Trustee and the Bond Administrator may consult with counsel
      and any Opinion of Counsel shall be full and complete authorization and
      protection in respect of any action taken or suffered or omitted by it
      hereunder in good faith and in accordance with such Opinion of Counsel;

            (iii) (A) Neither the Trustee nor the Bond Administrator shall be
      under any obligation to institute, conduct or defend any litigation
      hereunder or in relation hereto at the request, order or direction of any
      of the Certificateholders, pursuant to the provisions of this Agreement,
      unless such Certificateholders shall have offered to the Trustee or the
      Bond Administrator reasonable security or indemnity against the costs,
      expenses and liabilities which may be incurred therein or thereby,
      provided that nothing contained herein shall relieve the Trustee of the
      obligations, upon the occurrence of an Event of Default (which has not
      been cured or waived) of which a Responsible Officer of the Trustee has
      actual knowledge, to exercise such of the rights and powers vested in it
      by this Agreement, and to use the same degree of care and skill in their
      exercise, as a prudent person would exercise or use under the
      circumstances in the conduct of such person's own affairs; and (B) the
      right of the Trustee or the Bond Administrator to perform any
      discretionary act enumerated in this Agreement shall not be construed as a
      duty, and the Trustee or the Bond Administrator shall not be answerable
      for other than its negligence or willful misconduct in the performance of
      any such act;

            (iv) Neither the Trustee nor the Bond Administrator nor any of their
      directors, officers, employees, Affiliates, agents or "control" persons
      within the meaning of the Act shall be personally liable for any action
      taken, suffered or omitted by it in good faith and reasonably believed by
      the Trustee or the Bond Administrator, as applicable to be authorized or
      within the discretion or rights or powers conferred upon it by this
      Agreement;

            (v) Neither the Trustee shall nor the Bond Administrator shall be
      bound to make any investigation into the facts or matters stated in any
      resolution, certificate, statement, instrument, opinion, report, notice,
      request, consent, order, appraisal, bond or other paper or document,
      unless requested in writing to do so by Holders of Certificates entitled
      to at least 25% (or such other percentage as is specified herein) of the
      Percentage Interests of any affected Class; provided, however, that if the
      payment within a reasonable time to the Trustee or the Bond Administrator
      of the costs, expenses or liabilities likely to be incurred by it in the
      making of such investigation is, in the opinion of the Trustee or Bond
      Administrator, not reasonably assured to the Trustee or the Bond
      Administrator by the security afforded to it by the terms of this
      Agreement, the Trustee or the Bond Administrator may require reasonable
      indemnity against such expense or liability as a condition to taking any
      such action. The reasonable expense of every such investigation shall be
      paid by the Servicer or the Special Servicer if an Event of Default shall
      have occurred and be continuing relating to the Servicer, or the Special
      Servicer, respectively, and otherwise by the Certificateholders requesting
      the investigation; and

            (vi) The Trustee and the Bond Administrator may execute any of the
      trusts or powers hereunder or perform any duties hereunder either directly
      or by or through agents or attorneys but shall not be relieved of the
      obligations hereunder.

            (b) Following the Startup Day, neither the Trustee nor the Bond
Administrator shall, except as expressly required by any provision of this
Agreement, accept any contribution of assets to the Trust Fund unless the
Trustee and the Bond Administrator shall have received an Opinion of Counsel
(the costs of obtaining such opinion to be borne by the Person requesting such
contribution) to the effect that the inclusion of such assets in the Trust Fund
will not cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC, or the Grantor Trust to fail to qualify as a grantor trust, at any
time that any Certificates are outstanding, or subject the Lower-Tier REMIC or
the Upper-Tier REMIC to any tax under the REMIC Provisions or other applicable
provisions of federal, state and local law or ordinances, or cause the Grantor
Trust not to be treated as a grantor trust.

            (c) All rights of action under this Agreement or under any of the
Certificates, enforceable by the Trustee, may be enforced by it without the
possession of any of the Certificates, or the production thereof at the trial or
other proceeding relating thereto, and any such suit, action or proceeding
instituted by the Trustee shall be brought in its name for the benefit of all
the Holders of such Certificates, subject to the provisions of this Agreement.

            Neither the Trustee nor the Bond Administrator shall have a duty to
conduct any affirmative investigation as to the occurrence of any condition
requiring the repurchase of any Mortgage Loan by any Mortgage Loan Seller
pursuant to this Agreement or the eligibility of any Mortgage Loan for purposes
of this Agreement.

            Section 8.03 Trustee and Bond Administrator Not Liable for
Certificates or Mortgage Loans. The recitals contained herein and in the
Certificates shall not be taken as the statements of the Trustee, the Bond
Administrator, the Servicer, or the Special Servicer and the Trustee, the Bond
Administrator, the Servicer and the Special Servicer assume no responsibility
for their correctness. The Trustee, the Bond Administrator, the Servicer and the
Special Servicer make no representations or warranties as to the validity or
sufficiency of this Agreement, of the Certificates or any prospectus used to
offer the Certificates for sale or the validity, enforceability or sufficiency
of any Mortgage Loan, or related document. Neither the Trustee nor the Bond
Administrator shall at any time have any responsibility or liability for or with
respect to the legality, validity and enforceability of any Mortgage, any
Mortgage Loan, or the perfection and priority of any Mortgage or the maintenance
of any such perfection and priority, or for or with respect to the sufficiency
of the Trust Fund or its ability to generate the payments to be distributed to
Certificateholders under this Agreement. Without limiting the foregoing, neither
the Trustee nor the Bond Administrator shall be liable or responsible for: (i)
the existence, condition and ownership of any Mortgaged Property; (ii) the
existence of any hazard or other insurance thereon (other than if the Trustee
shall assume the duties of the Servicer or the Special Servicer pursuant to
Section 7.02) or the enforceability thereof; (iii) the existence of any Mortgage
Loan or the contents of the related Mortgage File on any computer or other
record thereof (other than if the Trustee shall assume the duties of the
Servicer or the Special Servicer pursuant to Section 7.02); (iv) the validity of
the assignment of any Mortgage Loan to the Trust Fund or of any intervening
assignment; (v) the completeness of any Mortgage File; the performance or
enforcement of any Mortgage Loan (other than if the Trustee shall assume the
duties of the Servicer or the Special Servicer pursuant to Section 7.02); (vi)
the compliance by the Depositor, the Servicer or the Special Servicer with any
warranty or representation made under this Agreement or in any related document
or the accuracy of any such warranty or representation prior to the Trustee's
receipt of notice or other discovery of any non-compliance therewith or any
breach thereof; (vii) any investment of monies by or at the direction of the
Servicer or any loss resulting therefrom, the acts or omissions of any of the
Depositor, the Servicer or the Special Servicer (other than if the Trustee shall
assume the duties of the Servicer or Special Servicer pursuant to Section 7.02)
or any sub-servicer or any Borrower; any action of the Servicer or Special
Servicer (other than if the Trustee shall assume the duties of the Servicer or
Special Servicer pursuant to Section 7.02) or any sub-servicer taken in the name
of the Trustee, except to the extent such action is taken at the express written
direction of the Trustee; (viii) the failure of the Servicer or the Special
Servicer or any sub-servicer to act or perform any duties required of it on
behalf of the Trust Fund or the Trustee hereunder; or (ix) any action by or
omission of the Trustee taken at the instruction of the Servicer or the Special
Servicer (other than if the Trustee shall assume the duties of the Servicer or
the Special Servicer pursuant to Section 7.02) unless the taking of such action
is not permitted by the express terms of this Agreement; provided, however, that
the foregoing shall not relieve the Trustee of its obligation to perform its
duties as specifically set forth in this Agreement. Neither the Trustee nor the
Bond Administrator shall be accountable for the use or application by the
Depositor, the Servicer or the Special Servicer of any of the Certificates or of
the proceeds of such Certificates, or for the use or application of any funds
paid to the Depositor, the Servicer or the Special Servicer in respect of the
assignment of the Mortgage Loans or deposited in or withdrawn from the
Collection Account, any Serviced Whole Loan Collection Account, the Lower-Tier
Distribution Account, the Upper-Tier Distribution Account, the Grantor Trust
Distribution Account, the Lock-Box Account, the Cash Collateral Account, the
Reserve Accounts, the Interest Reserve Account, any REO Account or any Excess
Liquidation Proceeds Account or any other account maintained by or on behalf of
the Servicer or the Special Servicer, other than any funds held by the Trustee.
Neither the Trustee nor the Bond Administrator shall have any responsibility for
filing any financing or continuation statement in any public office at any time
or to otherwise perfect or maintain the perfection of any security interest or
lien granted to it hereunder (unless the Trustee shall have become the successor
Servicer) or to record this Agreement. In making any calculation hereunder which
includes as a component thereof the payment or distribution of interest for a
stated period at a stated rate "to the extent permitted by applicable law," the
Trustee and the Bond Administrator shall assume that such payment is so
permitted unless a Responsible Officer of the Trustee or the Bond Administrator
has actual knowledge, or receives an Opinion of Counsel (at the expense of the
Person asserting the impermissibility) to the effect, that such payment is not
permitted by applicable law. The Depositor is not obligated to monitor or
supervise the performance of the Trustee or the Bond Administrator under this
Agreement or otherwise.

            Section 8.04 Trustee and Bond Administrator May Own Certificates.
The Trustee, the Bond Administrator and any agent of the Trustee and Bond
Administrator in its individual capacity or any other capacity may become the
owner or pledgee of Certificates, and may deal with the Depositor, the Servicer,
the Special Servicer, the Initial Purchasers and the Underwriters in banking
transactions, with the same rights it would have if it were not Trustee, Bond
Administrator or such agent, as the case may be.

            Section 8.05 Payment of Trustee's and Bond Administrator's Fees and
Expenses; Indemnification. (a) On each Distribution Date, prior to the
distribution of amounts to the Certificateholders, the Bond Administrator shall
be entitled to pay itself and the Trustee in the aggregate the Trustee Fee as
reasonable compensation from amounts remitted to the Lower-Tier Distribution
Account (which shall not be limited by any provision of law in regard to the
compensation of a trustee or a bond administrator of an express trust) for all
services rendered by it and the Trustee in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties of
the Trustee or the Bond Administrator hereunder at the Trustee Fee Rate from
which an amount equal to the Bond Administrator Fee shall be paid to the Bond
Administrator and the remainder shall be paid to the Trustee.

            (b) In the event that the Trustee assumes the servicing
responsibilities of the Servicer or the Special Servicer hereunder pursuant to
or otherwise arising from the resignation or removal of the Servicer or the
Special Servicer, the Trustee shall be entitled to the compensation to which the
Servicer or the Special Servicer, as the case may be, would have been entitled
(other than the rights of the Special Servicer to receive any Workout Fee
specified in Section 3.12(c) in the event that the Special Servicer is
terminated).

            (c) The Trustee and the Bond Administrator shall each be paid or
reimbursed by the Trust Fund upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee or the Bond
Administrator pursuant to and in accordance with any of the provisions of this
Agreement (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ),
which, to the extent not previously paid pursuant to Section 3.06(d), the Bond
Administrator will be entitled to withdraw from the Distribution Accounts prior
to the distribution to Certificateholders to the extent set forth herein and to
the extent such payments are "unanticipated expenses incurred by the REMIC"
within the meaning of Treasury Regulations Section 1.860G-1(b)(iii) except any
such expense, disbursement or advance as may arise from its negligence or bad
faith; provided, however, that, subject to the last paragraph of Section 8.01,
neither the Trustee nor the Bond Administrator shall refuse to perform any of
its duties hereunder solely as a result of the failure to be paid the Trustee
Fee and the Trustee's expenses or any sums due to the Bond Administrator. The
term "unanticipated expenses incurred by the REMIC" shall include any fees,
expenses and disbursement of any separate Trustee or co-Trustee appointed
hereunder, only to the extent such fees, expenses and disbursements were not
reasonably anticipated as of the Closing Date and are attributable to the
Lower-Tier REMIC or the Upper-Tier REMIC or the Grantor Trust and the losses,
liabilities, damages, claims or expenses (including reasonable attorneys' fees)
incurred or advanced by an Indemnified Party in connection with any litigation
arising out of this Agreement attributable to the Lower-Tier REMIC or the
Upper-Tier REMIC or the Grantor Trust, including, without limitation, under
Section 2.03, Section 3.10, the third paragraph of Section 3.11, Section 4.05
and Section 7.01.

            The Servicer and the Special Servicer covenant and agree to pay or
reimburse the Trustee and the Bond Administrator for the reasonable expenses,
disbursements and advances incurred or made by the Trustee and the Bond
Administrator in connection with any transfer of the servicing responsibilities
of the Servicer or the Special Servicer, respectively, hereunder, pursuant to or
otherwise arising from the resignation or removal of the Servicer or Special
Servicer (except in the case of removal of the Special Servicer without cause),
as applicable, in accordance with any of the provisions of this Agreement (and
including the reasonable fees and expenses and disbursements of its counsel and
all other persons not regularly in its employ), except any such expense,
disbursement or advance as may arise from the negligence or bad faith of the
Trustee or the Bond Administrator.

            (d) Each of the Paying Agent, the Certificate Registrar, the
Custodian, the Depositor, the Servicer and the Special Servicer (each, in such
context, an "Indemnifying Party") shall indemnify the Trustee and the Bond
Administrator and their respective Affiliates and each of the directors,
officers, employees and agents of the Trustee, the Bond Administrator and their
respective Affiliates (each, in such context, an "Indemnified Party"), and hold
each of them harmless against any and all claims, losses, damages, penalties,
fines, forfeitures, reasonable and necessary legal fees and related costs,
judgments, and any other costs, fees and expenses that the Indemnified Party may
sustain in connection with this Agreement (including, without limitation,
reasonable fees and disbursements of counsel incurred by the Indemnified Party
in any action or proceeding between the Indemnifying Party and the Indemnified
Party or between the Indemnified Party and any third party or otherwise) related
to each such Indemnifying Party's respective willful misconduct, bad faith,
fraud or negligence in the performance of each of its respective duties
hereunder or by reason of reckless disregard of its respective obligations and
duties hereunder (including in the case of the Servicer, any agent of the
Servicer or sub-servicer).

            (e) The Trust Fund shall indemnify each Indemnified Party from, and
hold it harmless against, any and all losses, liabilities, damages, claims or
unanticipated expenses (including, without limitation, reasonable fees and
disbursements of counsel incurred by the Indemnified Party in any action or
proceeding between the Indemnifying Party and the Indemnified Party or between
the Indemnified Party and any third party or otherwise) arising in respect of
this Agreement or the Certificates other than (i) those resulting from the
negligence, fraud, bad faith or willful misconduct of the Indemnified Party and
(ii) those as to which such Indemnified Party is entitled to indemnification
pursuant to Section 8.05(d). The right of reimbursement of the Indemnified
Parties under this Section 8.05(e) shall be senior to the rights of all
Certificateholders.

            (f) Notwithstanding anything herein to the contrary, this Section
8.05 shall survive the termination or maturity of this Agreement or the
resignation or removal of the Trustee or the Bond Administrator, as the case may
be, regarding rights accrued prior to such resignation or removal and (with
respect to any acts or omissions during their respective tenures) the
resignation, removal or termination of the Servicer, the Special Servicer, the
Paying Agent, the Certificate Registrar or the Custodian.

            (g) This Section 8.05 shall be expressly construed to include, but
not be limited to, such indemnities, compensation, expenses, disbursements,
advances, losses, liabilities, damages and the like, as may pertain or relate to
any environmental law or environmental matter.

            (h) Each of the Trustee and the Bond Administrator (each, in such
context, an "Indemnifying Party") shall indemnify the Servicer and the Special
Servicer and their respective Affiliates and each of the directors, officers,
employees and agents of the Servicer and the Special Servicer and their
respective Affiliates (each, in such context, an "Indemnified Party"), and hold
each of them harmless against any and all claims, losses, damages, penalties,
fines, forfeitures, reasonable and necessary legal fees and related costs,
judgments, and any other costs, fees and expenses that the Indemnified Party may
sustain in connection with this Agreement (including, without limitation
reasonable fees and disbursements of counsel incurred by the Indemnified Party
in any action or proceeding between the Indemnifying Party and the Indemnified
Party or between the Indemnified Party and any third party or otherwise) related
to each such Indemnifying Party's respective willful misconduct, bad faith,
fraud or negligence in the performance of each of its respective duties
hereunder or by reason of reckless disregard of its respective obligations and
duties hereunder.

            Section 8.06 Eligibility Requirements for Trustee and Bond
Administrator. Each of the Trustee and Bond Administrator hereunder shall at all
times be a corporation or association organized and doing business under the
laws of any state or the United States of America, authorized under such laws to
exercise corporate trust powers and to accept the trust conferred under this
Agreement, having a combined capital and surplus of at least $50,000,000, its
long-term unsecured debt obligations must be rated at least "A+" by S&P and
"Aa3" by Moody's, and its short-term unsecured debt obligations must be rated at
least "A-1" by S&P or, in each case, such other ratings acceptable to the Rating
Agencies, and shall be subject to supervision or examination by federal or state
authority and shall not be an Affiliate of the Servicer (except during any
period when the Trustee has assumed the duties of the Servicer pursuant to
Section 7.02). If a corporation or association publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for purposes of this Section the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If the place of business from which the Trustee administers the
Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund
or the net income of any Trust REMIC (other than a tax corresponding to a tax
imposed under the REMIC Provisions) the Trustee shall elect either to (i) resign
immediately in the manner and with the effect specified in Section 8.07, (ii)
pay such tax and continue as Trustee or (iii) administer the Trust Fund from a
state and local jurisdiction that does not impose such a tax. If at any time the
Trustee or the Bond Administrator shall cease to be eligible in accordance with
the provisions of this Section, the Trustee or Bond Administrator, as
applicable, shall resign immediately in the manner and with the effect specified
in Section 8.07.

            Section 8.07 Resignation and Removal of the Trustee or Bond
Administrator. The Trustee or the Bond Administrator may at any time resign and
be discharged from the trusts hereby created by giving written notice thereof to
the Trustee or the Bond Administrator, as applicable, and to the Depositor, the
Servicer, the Special Servicer and each Rating Agency. Upon such notice of
resignation from the Trustee, the Servicer shall promptly appoint a successor
trustee, the appointment of which is subject to the requirements contained in
Section 8.06. Upon such notice of resignation from the Bond Administrator, the
Trustee shall promptly appoint a successor bond administrator the appointment of
which is subject to the requirements contained in Section 8.06. If no successor
trustee or successor bond administrator shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee or Bond Administrator may petition any court
of competent jurisdiction for the appointment of a successor trustee or
successor bond administrator.

            If at any time the Trustee or the Bond Administrator shall cease to
be eligible in accordance with the provisions of Section 8.06 and shall fail to
resign after written request therefor by the Depositor or the Servicer, or if at
any time the Trustee or the Bond Administrator shall become incapable of acting,
or shall be adjudged bankrupt or insolvent, or a receiver of either the Trustee
(or of its property) or the Bond Administrator (or of its property) shall be
appointed, or any public officer shall take charge or control of the Trustee (or
of its property or affairs) or the Bond Administrator (or of its property or
affairs) for the purpose of rehabilitation, conservation or liquidation, then
the Depositor or the Servicer may remove the Trustee or the Bond Administrator
and the Depositor or the Servicer shall promptly appoint a successor trustee or
successor bond administrator by written instrument, which shall be delivered to
the Trustee or the Bond Administrator so removed, as applicable, and to the
successor trustee or successor bond administrator, as applicable.

            The Holders of Certificates entitled to at least a majority of the
Voting Rights may at any time remove the Trustee or the Bond Administrator and
appoint a successor trustee or successor bond administrator by written
instrument or instruments, in seven originals, signed by such Holders or their
attorneys-in-fact duly authorized, one complete set of which instruments shall
be delivered to the Depositor, one complete set to the Servicer and Special
Servicer, one complete set to the Trustee or Bond Administrator, as applicable,
so removed, and one complete set to the successor trustee or successor bond
administrator, as applicable.

            In addition, if the Trustee or the Bond Administrator is terminated
without cause, the terminating party shall pay all of the expenses of the
Trustee or the Bond Administrator, as applicable, necessary to affect the
transfer of its responsibilities to the successor trustee or the successor bond
administrator, as applicable.

            In the event that the Trustee or Bond Administrator is terminated or
removed pursuant to this Section 8.07, all of its rights and obligations under
this Agreement and in and to the Mortgage Loans shall be terminated, other than
any rights or obligations that accrued prior to the date of such termination or
removal (including the right to receive all fees, expenses and other amounts
accrued or owing to it under this Agreement, plus interest at the Advance Rate
on all such amounts until received to the extent such amounts bear interest as
provided in this Agreement, with respect to periods prior to the date of such
termination or removal).

            Section 8.08 Successor Trustee or Bond Administrator. (a) Any
successor trustee and any successor bond administrator shall execute,
acknowledge and deliver to the Depositor, the Servicer and to the predecessor
Trustee or predecessor Bond Administrator, as the case may be, instruments
accepting their appointment hereunder, and thereupon the resignation or removal
of the predecessor Trustee or predecessor Bond Administrator shall become
effective and such successor trustee and successor bond administrator, without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the
like effect as if originally named as Trustee or Bond Administrator herein,
provided that such successor trustee or successor bond administrator, as
applicable, shall satisfy the requirements contained in Section 8.06. The
predecessor Trustee shall deliver to the successor trustee all Mortgage Files
and related documents and statements held by it hereunder, and the Depositor and
the predecessor Trustee shall execute and deliver such instruments and do such
other things as may reasonably be required for more fully and certainly vesting
and confirming in the successor trustee all such rights, powers, duties and
obligations. No successor trustee or successor bond administrator shall accept
appointment as provided in this Section 8.08 unless at the time of such
acceptance such successor trustee or successor bond administrator shall be
eligible under the provisions of Section 8.06.

            Upon acceptance of appointment by a successor trustee or a successor
bond administrator as provided in this Section 8.08, the Depositor shall mail
notice of the succession of such Trustee or Bond Administrator hereunder to all
Holders of Certificates at their addresses as shown in the Certificate Register.
If the Depositor fails to mail such notice within 10 days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be mailed at the expense of the Depositor.

            (b) Any successor trustee or successor bond administrator appointed
pursuant to this Agreement shall satisfy the eligibility requirements set forth
in Section 8.06 hereof.

            Section 8.09 Merger or Consolidation of Trustee or Bond
Administrator. Any corporation into which the Trustee or Bond Administrator may
be merged or converted or with which it may be consolidated or any corporation
resulting from any merger, conversion or consolidation to which the Trustee or
Bond Administrator shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of the Trustee, shall be the
successor of the Trustee or Bond Administrator, as applicable, hereunder,
provided that such corporation shall be eligible under the provisions of Section
8.06, without the execution or filing of any paper or any further act on the
part of any of the parties hereto, anything herein to the contrary
notwithstanding.

            Section 8.10 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions hereof, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any part of the
Trust Fund or property securing the same may at the time be located, the
Depositor and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the
Trustee to act (at the expense of the Trustee) as co-Trustee or co-Trustees,
jointly with the Trustee, or separate Trustee or separate Trustees, of all or
any part of the Trust Fund, and to vest in such Person or Persons, in such
capacity, such title to the Trust Fund, or any part thereof, and, subject to the
other provisions of this Section 8.10, such powers, duties, obligations, rights
and trusts as the Depositor and the Trustee may consider necessary or desirable.
If the Depositor shall not have joined in such appointment within 15 days after
the receipt by it of a request so to do, or in case an Event of Default shall
have occurred and be continuing, the Trustee alone shall have the power to make
such appointment. Except as required by applicable law, the appointment of a
co-Trustee or separate Trustee shall not relieve the Trustee of its
responsibilities, obligations and liabilities hereunder. No co-Trustee or
separate Trustee hereunder shall be required to meet the terms of eligibility as
a successor Trustee under Section 8.06 hereunder and no notice to Holders of
Certificates of the appointment of co-Trustee(s) or separate Trustee(s) shall be
required under Section 8.08 hereof.

            In the case of any appointment of a co-Trustee or separate Trustee
pursuant to this Section 8.10, all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate Trustee or co-Trustee
jointly (it being understood that such separate Trustee or co-Trustee is not
authorized to act separately without the Trustee joining in such act), except to
the extent that under any law of any jurisdiction in which any particular act or
acts are to be performed (whether as Trustee hereunder or as successor to the
Servicer hereunder), the Trustee shall be incompetent or unqualified to perform
such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust Fund or any portion thereof in any
such jurisdiction) shall be exercised and performed by such separate Trustee or
co-Trustee solely at the direction of the Trustee.

            No Trustee under this Agreement shall be personally liable by reason
of any act or omission of any other Trustee under this Agreement. The Depositor
and the Trustee acting jointly may at any time accept the resignation of or
remove any separate Trustee or co-Trustee, or if the separate Trustee or
co-Trustee is an employee of the Trustee, the Trustee acting alone may accept
the resignation of or remove any separate Trustee or co-Trustee.

            Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate Trustees and co-Trustees,
as effectively as if given to each of them. Every instrument appointing any
separate Trustee or co-Trustee shall refer to this Agreement and the conditions
of this Article VIII. Every such instrument shall be filed with the Trustee.
Each separate Trustee and co-Trustee, upon its acceptance of the trusts
conferred, shall be vested with the estates or property specified in its
instrument of appointment, either jointly with the Trustee or separately, as may
be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. In no
event shall any such separate Trustee or co-Trustee be entitled to any provision
relating to the conduct of, affecting the liability of or affording protection
to such separate Trustee or co-Trustee that imposes a standard of conduct less
stringent than that imposed by the Trustee hereunder, affording greater
protection than that afforded to the Trustee hereunder or providing a greater
limit on liability than that provided to the Trustee hereunder.

            Any separate Trustee or co-Trustee may, at any time, constitute the
Trustee its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate Trustee or co-Trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor Trustee.


                                   ARTICLE IX

                                   TERMINATION

            Section 9.01 Termination. (a) The respective obligations and
responsibilities of the Servicer, the Special Servicer, the Depositor, the
Trustee and the Bond Administrator created hereby with respect to the
Certificates (other than the obligations of the Bond Administrator to make
certain payments and to send certain notices to Certificateholders as
hereinafter set forth) shall terminate upon payment (or provision for payment)
to the Certificateholders, the Serviced Companion Loan Noteholders of all
amounts held by or on behalf of the Bond Administrator and Servicer, as the case
may be, required hereunder to be so paid on the Distribution Date following the
earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c); (ii) the
exchange by the Sole Certificateholder of its Certificates for the Mortgage
Loans in accordance with Section 9.01(g) and (iii) the later of (a) the receipt
or collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to this Agreement of the
last asset held by the Trust Fund; provided, however, that in no event shall the
trust created hereby continue beyond the expiration of twenty-one years from the
death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the United Kingdom, living on the date
hereof.

            For purposes of this Section 9.01, the Sole Certificateholder shall
have the first option to terminate the Trust Fund, pursuant to subsection (g),
and then the Certificateholder owning a majority of the Percentage Interests in
the Controlling Class, the Servicer and the Special Servicer, in that order,
pursuant to subsection (c).

            (b) The Trust Fund, the Upper-Tier REMIC and the Lower-Tier REMIC
shall be terminated and the assets of the Trust Fund shall be sold or otherwise
disposed of in connection therewith, only pursuant to a "plan of complete
liquidation" within the meaning of Code Section 860F(a)(4)(A) providing for the
actions contemplated by the provisions hereof and pursuant to which the
applicable Notice of Termination is given, and requiring that the Trust Fund,
the Upper-Tier REMIC and the Lower-Tier REMIC shall terminate on a Distribution
Date occurring not more than 90 days following the date of adoption of the plan
of complete liquidation. For purposes of this Section 9.01(b), the Notice of
Termination given pursuant to Section 9.01(c) shall constitute the adoption of
the plan of complete liquidation as of the date such notice is given, which date
shall be specified by the Servicer in the final federal income tax returns of
the Upper-Tier REMIC and the Lower-Tier REMIC. Notwithstanding the termination
of the Lower-Tier REMIC or the Upper-Tier REMIC or the Trust Fund, the Bond
Administrator shall be responsible for filing the final Tax Returns for each
such REMIC and for the Grantor Trust for the period ending with such
termination, and shall retain books and records with respect to such REMICs and
the Grantor Trust for the same period of retention for which it maintains its
own tax returns or such other reasonable period. The Trustee shall sign all Tax
Returns and other reports required by this Section promptly after receipt
thereof from the Bond Administrator.

            (c) The Certificateholder owning a majority of the Percentage
Interests in the Controlling Class and, if no such Certificateholder exercises
such option, the Servicer, and if the Servicer does not exercise its option, the
Special Servicer, may effect an early termination of the Trust Fund, upon not
less than 30 days' prior Notice of Termination given to the Trustee, the Bond
Administrator, the Special Servicer and the Servicer any time on or after the
Early Termination Notice Date specifying the Anticipated Termination Date, by
purchasing on such date all, but not less than all, of the Mortgage Loans then
included in the Trust Fund, and the Trust's interest in all property acquired in
respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the
greater of:

            (i) the sum of

                  (A) 100% of the Stated Principal Balance of each Mortgage Loan
            included in the Trust Fund as of the last day of the month preceding
            such Anticipated Termination Date (less any P&I Advances previously
            made on account of principal);

                  (B) the fair market value of all other property included in
            the Trust Fund as of the last day of the month preceding such
            Anticipated Termination Date, as determined by an Independent
            appraiser acceptable to the Servicer as of a date not more than 30
            days prior to the last day of the month preceding such Distribution
            Date;

                  (C) all unpaid interest accrued on the unpaid balance of each
            Mortgage Loan (including any Mortgage Loan as to which title to the
            related Mortgaged Property has been acquired) at the Mortgage Rate
            to the last day of the month preceding such Anticipated Termination
            Date (less any P&I Advances previously made on account of interest);
            and

                  (D) the aggregate amount of unreimbursed Advances, with
            interest thereon at the Advance Rate, and unpaid Servicing
            Compensation, Special Servicing Compensation, Trustee Fees and Trust
            Fund expenses; and

            (ii) the aggregate fair market value of the Mortgage Loans, and all
      other property acquired in respect of any Mortgage Loan in the Trust Fund,
      on the last day of the month preceding such Anticipated Termination Date,
      as determined by an Independent appraiser acceptable to the Servicer as of
      a date not more than 30 days prior to the last day of the month preceding
      such Distribution Date, together with one month's interest thereon at the
      Mortgage Rate.

            In the event that the Certificateholder owning a majority of the
Percentage Interests in the Controlling Class, the Servicer or the Special
Servicer purchases all of the Mortgage Loans and all property acquired in
respect of any Mortgage Loan remaining in the Trust Fund in accordance with this
Section 9.01(c), the Certificateholder owning a majority of the Percentage
Interests in the Controlling Class, the Servicer or the Special Servicer, as
applicable, shall deposit in the Lower-Tier Distribution Account not later than
the Servicer Remittance Date relating to the Anticipated Termination Date on
which the final distribution on the Certificates is to occur, an amount in
immediately available funds equal to the above-described purchase price
(exclusive of any portion thereof payable to any Person other than the
Certificateholders pursuant to Section 3.05(a), which portion shall be deposited
in the Collection Account). In addition, the Servicer shall transfer to the Bond
Administrator for deposit in the Lower-Tier Distribution Account all amounts
required to be transferred thereto on such Servicer Remittance Date from the
Collection Account, together with any other amounts on deposit in the Collection
Account that would otherwise be held for future distribution. Upon confirmation
that such final deposits have been made, the Trustee shall, release or cause to
be released to the Certificateholder owning a majority of the Percentage
Interests in the Controlling Class, the Servicer or the Special Servicer, as
applicable, the Mortgage Files for the remaining Mortgage Loans and shall
execute all assignments, endorsements and other instruments furnished to it by
such purchasing party as shall be necessary to effectuate transfer of the
Mortgage Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund, and the Trust Fund shall be liquidated in
accordance with this Article IX.

            As a condition to the purchase of the assets of the Trust Fund
pursuant to this Section 9.01(c), the purchaser shall deliver to the Bond
Administrator an Opinion of Counsel, which shall be at the expense of such
purchaser, stating that such termination will be a "qualified liquidation" under
Section 860F(a)(4)(A) of the Code. All costs and expenses incurred by any and
all parties to this Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to
this Section 9.01(c) shall be borne by the party exercising its purchase rights
hereunder. The Trustee and the Bond Administrator shall be entitled to rely
conclusively on any determination made by an Independent appraiser pursuant to
this subsection (c).

            (d) If the Trust Fund has not been previously terminated pursuant to
subsection (c) of this Section 9.01, the Bond Administrator shall determine as
soon as practicable the Distribution Date on which the Bond Administrator
reasonably anticipates, based on information with respect to the Mortgage Loans
previously provided to it, that the final distribution will be made (i) to the
Holders of outstanding Regular Certificates, and to the Bond Administrator in
respect of outstanding Lower-Tier Regular Interests, notwithstanding that such
distribution may be insufficient to distribute in full the Certificate Balance
or Lower-Tier Principal Balance of each Class of Certificates or Lower-Tier
Regular Interests, respectively, together with amounts required to be
distributed on such Distribution Date pursuant to Section 4.01(a), (b), or (c)
and (ii) if no such Classes of Certificates are then outstanding, to the Holders
of the Class LR Certificates of any amount remaining in the Collection Account
or the Lower-Tier Distribution Account, and to the Holders of the Class R
Certificates of any amount remaining in the Upper-Tier Distribution Account.

            (e) Notice of any termination of the Trust Fund pursuant to this
Section 9.01 shall be mailed by the Bond Administrator to affected
Certificateholders with a copy to the Servicer and each Rating Agency at their
addresses shown in the Certificate Registrar as soon as practicable after the
Bond Administrator shall have received, given or been deemed to have received a
Notice of Termination but in any event not more than 30 days, and not less than
ten days, prior to the Anticipated Termination Date. The notice mailed by the
Bond Administrator to affected Certificateholders shall:

            (i) specify the Anticipated Termination Date on which the final
      distribution is anticipated to be made to Holders of Certificates of the
      Classes specified therein;

            (ii) specify the amount of any such final distribution, if known;
      and

            (iii) state that the final distribution to Certificateholders will
      be made only upon presentation and surrender of Certificates at the office
      of the Paying Agent therein specified.

If the Trust Fund is not terminated on any Anticipated Termination Date for any
reason, the Bond Administrator shall promptly mail notice thereof to each
affected Certificateholder.

            (f) Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall be set
aside and held in trust for the account of the appropriate non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant
to this Section 9.01 shall not have been surrendered for cancellation within six
months after the time specified in such notice, the Bond Administrator shall
mail a second notice to the remaining Certificateholders, at their last
addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution
with respect thereto. If within one year after the second notice any Certificate
shall not have been surrendered for cancellation, the Bond Administrator may,
directly or through an agent, take appropriate steps to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds and of contacting Certificateholders shall be
paid out of the assets which remain held. If within two years after the second
notice any Certificates shall not have been surrendered for cancellation, the
Paying Agent shall pay to the Bond Administrator all amounts distributable to
the Holders thereof, and the Bond Administrator shall thereafter hold such
amounts for the benefit of such Holders until the earlier of (i) its termination
as Bond Administrator hereunder and the transfer of such amounts to a successor
bond administrator and (ii) the termination of the Trust Fund and distribution
of such amounts to the Residual Certificateholders. No interest shall accrue or
be payable to any Certificateholder on any amount held as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 9.01.

            Any amount remaining in the Grantor Trust Distribution Account
representing Excess Interest shall be distributed to the Holders of the Class Q
Certificates.

            (g) Following the date on which the aggregate Certificate Balance of
the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class
A-J, Class B, Class C and Class D Certificates is reduced to zero, the Sole
Certificateholder shall have the right to exchange all of its Certificates
(other than the Class Q, Class R and Class LR Certificates), including the Class
X-C, Class X-P Certificates and the Class GMB Certificates, for all of the
Mortgage Loans and each REO Property (or the Trust Fund's beneficial interest in
a Mortgaged Property acquired with respect to a Non-Serviced Mortgage Loan)
remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) by
giving written notice to all the parties hereto no later than 60 days prior to
the anticipated date of exchange. In the event that the Sole Certificateholder
elects to exchange all of its Certificates (other than the Class Q, Class R and
Class LR Certificates), including the Class X-C, Class X-P Certificates and the
Class GMB Certificates, for all of the Mortgage Loans and each REO Property (or
the Trust Fund's beneficial interest in a Mortgaged Property acquired with
respect to a Non-Serviced Mortgage Loan) remaining in the Trust Fund in
accordance with the preceding sentence, such Sole Certificateholder, not later
than the Distribution Date on which the final distribution on the Certificates
is to occur, shall deposit in the Collection Account an amount in immediately
available funds equal to all amounts due and owing to the Depositor, the
Servicer, the Special Servicer, the Bond Administrator (including, without
limitation, an amount equal to interest calculated at the Prime Rate on the
aggregate Certificate Balance as of the first day of the current calendar month
from and including one Business Day prior to such Distribution Date to but
excluding such Distribution Date) and the Trustee hereunder through the date of
the liquidation of the Trust Fund that may be withdrawn from the Collection
Account, or an escrow account acceptable to the respective parties hereto,
pursuant to Section 3.06(b) or that may be withdrawn from the Distribution
Accounts pursuant to Section 3.06(a), but only to the extent that such amounts
are not already on deposit in the Collection Account. In addition, the Servicer
shall transfer all amounts required to be transferred to the Bond Administrator
for deposit in the Lower-Tier Distribution Account on such Servicer Remittance
Date from the Collection Account pursuant to Section 3.05. Upon confirmation
that such final deposits have been made and following the surrender of all its
Certificates (other than the Class Q, Class R and Class LR Certificates) on the
final Distribution Date, the Trustee shall, upon receipt of a Request for
Release from the Servicer, release or cause to be released to the Sole
Certificateholder or any designee thereof, the Mortgage Files for the remaining
Mortgage Loans and shall execute all assignments, endorsements and other
instruments furnished to it by the Sole Certificateholder as shall be necessary
to effectuate transfer of the Mortgage Loans and REO Properties (or the Trust
Fund's beneficial interest in a Mortgaged Property acquired with respect to a
Non-Serviced Mortgage Loan) remaining in the Trust Fund, and the Trust Fund
shall be liquidated in accordance with this Article IX. The remaining Mortgage
Loans and REO Properties (or the Trust Fund's beneficial interest in a Mortgaged
Property acquired with respect to a Non-Serviced Mortgage Loan) are deemed
distributed to the Sole Certificateholder in liquidation of the Trust Fund
pursuant to this Article IX. Solely for federal income tax purposes, the Sole
Certificateholder shall be deemed to have purchased the assets of the Lower-Tier
REMIC for an amount equal to the remaining Certificate Balance of its
Certificates (other than the Class Q, Class R and Class LR Certificates), plus
accrued, unpaid interest with respect thereto, and the Bond Administrator shall
credit such amounts against amounts distributable in respect of the Lower-Tier
Regular Interests and such Certificates.


                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

            Section 10.01 Counterparts. This Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.

            Section 10.02 Limitation on Rights of Certificateholders. The death
or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, or entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust Fund, or
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.

            No Certificateholder shall have any right to vote (except as
expressly provided for herein) or in any manner otherwise control the operation
and management of the Trust Fund, or the obligations of the parties hereto, and
nothing herein set forth, or contained in the terms of the Certificates, shall
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; and no Certificateholder shall be under
any liability to any third person by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.

            No Certificateholder or any Serviced Companion Loan Noteholder shall
have any right to institute any suit, action or proceeding in equity or at law
upon or under or with respect to this Agreement or any Mortgage Loan, unless
such Certificateholder or such Serviced Companion Loan Noteholder, as
applicable, previously shall have given to the Trustee a written notice of
default and of the continuance thereof, as hereinbefore provided, and unless
also such Serviced Companion Loan Noteholder or the Certificateholders
representing Percentage Interests of at least 25% of each affected Class of
Certificates, as applicable, have (or in the case of the Serviced Companion Loan
Noteholder, has) made written request upon the Trustee to institute such action,
suit or proceeding in its own name as Trustee hereunder and have (or in the case
of the Serviced Companion Loan Noteholder, has) offered to the Trustee such
reasonable security or indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of security or indemnity,
shall have neglected or refused to institute any such action, suit or
proceeding. It is understood and intended, and expressly covenanted by the
Serviced Companion Loan Noteholder and by each Certificateholder with every
other Certificateholder and the Trustee, that no Serviced Companion Loan
Noteholder or one or more Certificateholder of any Class shall have any right in
any manner whatever by virtue of any provision of this Agreement to affect,
disturb or prejudice the rights of Serviced Companion Loan Noteholder or the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Companion Loan Noteholder or
Certificateholder, or to enforce any right under this Agreement, except in the
manner herein provided and for the equal, ratable and common benefit of all
Companion Loan Noteholders and Holders of Certificates of such Class, as
applicable. For the protection and enforcement of the provisions of this
Section, each and every Companion Loan Noteholder, Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.

            Section 10.03 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.

            Section 10.04 Notices. All demands, notices and communications
hereunder shall be in writing, shall be deemed to have been given upon receipt
(except that notices to Holders of Class R and Class LR Certificates or Holders
of any Class of Certificates no longer held through a Depository and instead
held in registered, definitive form shall be deemed to have been given upon
being sent by first-class mail, postage prepaid or by overnight courier) as
follows:

            If to the Trustee, to:

                  Wells Fargo Bank, N.A.
                  9062 Old Annapolis Road
                  Columbia, Maryland  21045-1951
                  Attention:  Corporate Trust Services (CMBS), COMM 2005-LP5

            If to the Bond Administrator or Paying Agent:

                  LaSalle Bank National Association
                  135 South LaSalle Street, Suite 1625
                  Chicago, Illinois  60603
                  Attention:  Global Securities and Trust Services Group,
                              COMM 2005-LP5

            If to the Depositor, to:

                  Deutsche Mortgage & Asset Receiving Corporation
                  60 Wall Street
                  New York, New York  10005
                  Attention:  Helaine M. Kaplan

                  with a copy to:

                  Cadwalader, Wickersham & Taft LLP
                  One World Financial Center
                  New York, New York  10281
                  Attention:  Anna H. Glick

            If to the Servicer, to:

                  Midland Loan Services, Inc.
                  10851 Mastin, Building 82, 7th Floor
                  Overland Park, Kansas  66210
                  Attention:  President
                  Telecopy No.:  (913) 253-9001

                  with a copy to:

                  Stinson Morris Hecker LLP
                  1201 Walnut Street
                  Kansas City, Missouri  64106
                  Attention:  Russ Brien
                  Telecopy No.:  (816) 641-3495

            If to the Special Servicer, to:

                  Lennar Partners, Inc.
                  1601 Washington Avenue, Suite 800
                  Miami Beach, Florida  33139
                  Attention:  Randy Wolpert
                  Telecopy No.:  (305) 695-5601

                  with a copy to:

                  Lennar Partners, Inc.
                  1601 Washington Avenue, Suite 800
                  Miami Beach, Florida  33139
                  Attention:  Zena Dickstein

            If to the German American Capital Corporation, to:

                  German American Capital Corporation
                  60 Wall Street
                  New York, New York  10005
                  Attention:  Jeffrey E. Paige

            If to LaSalle Bank National Association, as Mortgage Loan Seller,
            to:

                  LaSalle Bank National Association
                  135 South LaSalle Street, Suite 1225
                  Chicago, Illinois  60603
                  Attention:  Managing Director RECM
                  Telecopy No.:  (312) 904-0900

            If to PNC Bank, as Mortgage Loan Seller, to:

                  PNC Bank, National Association
                  10851 Mastin, Suite 300 (Bldg 82)
                  Overland Park, Kansas  66210
                  Attention:  Harry Funk
                  Telecopy No.:  (913) 253-9717

                  with a copy to:

                  PNC Bank, National Association
                  One PNC Plaza, 21st Floor
                  249 Fifth Avenue
                  Pittsburgh, Pennsylvania  15222
                  Attention:  Gretchen Lengel Kelly
                  Telecopy No.:  (412) 762-4334

            If to the Underwriters, to:

                  Deutsche Bank Securities, Inc.
                  Commercial Mortgage-Backed Securities
                  60 Wall Street
                  New York, New York  10005
                  Attention:  Jeffrey E. Paige

                  ABN AMRO Incorporated
                  55 East 52nd Street, 6th Floor
                  New York, New York  10055
                  Attention:  Kurt Kaline
                  Telecopy No.:  (212) 409-5256

                  PNC Capital Markets, Inc.
                  One PNC Plaza, 26th Floor
                  249 Fifth Avenue
                  Pittsburgh, Pennsylvania 15222
                  Attention:  Scott Manning
                  Telecopy No.:  (913) 253-9717

                  Citigroup Global Markets Inc.
                  388 Greenwich St., 11th Floor
                  New York, NY 10013
                  Attention:  Angela Vleck
                  Telecopy No.:  (212) 816-8307

                  Banc of America Securities LLC
                  214 North Tryon Street
                  NC1-027-22-04
                  Charlotte, NC 28255
                  Attention:  Stephen Hogue
                  Telecopy No.: (704) 386-1094

            with a copy to:

                  Banc of America Securities LLC
                  100 North Tryon Street
                  NC1-007-20-01
                  Charlotte, NC 28255
                  Attention:  Paul Kurzeja, Esq., Legal Department
                  Telecopy No.: (704) 409-0267

                  Wachovia Capital Markets, LLC
                  301 South College Street
                  Charlotte, NC 28288
                  Attention:  CMBS Securitization
                  Telecopy No.:  (704) 715-0066

            If to the original Controlling Class Representative, as
            Controlling Class Representative, to:

                  Allied Capital Corporation
                  1919 Pennsylvania Avenue, 3rd Floor
                  Washington, D.C.  20006
                  Attention:  John Scheurer
                  Telecopy No.:  (202) 466-1834

            If to any Certificateholder, to:

                  the address set forth in the Certificate Register,

or, in the case of the parties to this Agreement, to such other address as such
party shall specify by written notice to the other parties hereto.

            Section 10.05 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then, to the extent permitted by applicable law,
such covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions of
this Agreement or of the Certificates or the rights of the Holders thereof.

            Section 10.06 Notice to the Depositor and Each Rating Agency. (a)
The Bond Administrator shall use its best efforts to promptly provide notice
(and, in the case of subsection (vii), promptly furnish or make available) to
the Depositor, the Underwriters, the Controlling Class Representative and each
Rating Agency with respect to each of the following of which a Responsible
Officer of the Bond Administrator has actual knowledge:

            (i) any material change or amendment to this Agreement;

            (ii) the occurrence of any Event of Default that has not been cured;

            (iii) the merger, consolidation, resignation or termination of the
      Servicer, the Special Servicer, the Trustee or the Bond Administrator;

            (iv) the repurchase of Mortgage Loans pursuant to Section 2.03(d);

            (v) the final payment to any Class of Certificateholders;

            (vi) any change in the location of the Collection Account, the
      Serviced Whole Loan Collection Accounts, the Distribution Accounts, the
      Interest Reserve Account, or the Excess Liquidation Proceeds Account; and

            (vii) each report to Certificateholders described in Section 4.02,
      Section 3.13 and Section 3.22.

            (b) The Servicer shall promptly furnish to each Rating Agency copies
of the following:

            (i) each of its annual statements as to compliance described in
      Section 3.14;

            (ii) each of its annual independent public accountants' servicing
      reports described in Section 3.15;

            (iii) a copy of each rent roll and each operating and other
      financial statement and occupancy reports, to the extent such information
      is required to be delivered under a Mortgage Loan, in each case to the
      extent collected pursuant to Section 3.03;

            (iv) a copy of any notice with respect to a breach of a
      representation or warranty with respect to any Mortgage Loan;

            (v) any event that would result in the voluntary or involuntary
      termination of any insurance of the accounts of the Servicer;

            (vi) any change in the lien priority of a Mortgage Loan;

            (vii) any new lease of an anchor or a termination of an anchor lease
      at a retail Mortgaged Property;

            (viii) any material damage to a Mortgaged Property; and

            (ix) any amendment, modification, consent or waiver to or of any
      provision of a Mortgage Loan.

            (c) The Trustee, the Bond Administrator, the Servicer and the
Special Servicer, as applicable, shall furnish to each Rating Agency with
respect to the Trust Fund, a Mortgaged Property, a Borrower and a Specially
Serviced Loan such information as the Rating Agency and the Depositor shall
reasonably request and which the Trustee, the Bond Administrator, the Servicer
or the Special Servicer, can reasonably provide in accordance with applicable
law and without violating the terms of this Agreement or any Loan Documents. The
Rating Agencies shall not be charged any fee or expense in connection therewith.
The Servicer shall send copies to the Depositor of any information provided to
any Rating Agency. Notwithstanding anything to the contrary herein, nothing in
this Section 10.06 shall require a party to provide duplicative notices or
copies to the Rating Agencies with respect to any of the above listed items.

            (d) Notices to each Rating Agency shall be addressed as follows:

                  Standard & Poor's Ratings Services
                  55 Water Street
                  New York, New York  10041
                  Attention:  Commercial Mortgage Surveillance Group
                  Telecopy:  (212) 438-2657

                  Moody's Investors Services, Inc.
                  99 Church Street, 4th Floor
                  New York, New York  10041
                  Attention:  Commercial Mortgage Surveillance Group
                  Telecopy:  (212) 553-0300

                  Dominion Bond Rating Service Limited
                  20 North Clark Street, 8th Floor
                  Chicago, Illinois  60602
                  Attention:  Commercial Mortgage Surveillance Group
                  Telecopy:  (312) 332-3492

or in each case to such other address as either Rating Agency shall specify by
written notice to the parties hereto.

            Section 10.07 Amendment. This Agreement or any Custodial Agreement
may be amended at any time by the Depositor, the Servicer, the Special Servicer,
the Trustee and the Bond Administrator without the consent of any of the
Certificateholders or the Serviced Companion Loan Noteholders, (i) to cure any
ambiguity or to correct any error; (ii) to cause the provisions herein to
conform or be consistent with or in furtherance of the statements made in the
Prospectus, the Private Placement Memorandum or the Class GMB Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or this
Agreement or to correct or supplement any provisions herein or therein which may
be defective or inconsistent with any other provisions herein or therein; (iii)
to amend any provision hereof to the extent necessary or desirable to maintain
the rating or ratings assigned to each of the Classes of Certificates or any
class of Serviced Companion Loan Securities by each Rating Agency; and (iv) to
amend or supplement a provision, or to supplement any other provisions to the
extent not inconsistent with the provisions of this Agreement, or any other
change which will not adversely affect in any material respect the interests of
any Certificateholder or Serviced Companion Loan Noteholder not consenting
thereto, as evidenced in writing by an Opinion of Counsel or, if solely
affecting any Certificateholder or Serviced Companion Loan Noteholder,
confirmation in writing from each Rating Agency then rating any Certificates or
Serviced Companion Loan Securities that such amendment will not result in a
qualification, withdrawal or downgrading of the then-current ratings assigned to
the Certificates or any Serviced Companion Loan Securities, as applicable. In no
event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.

            This Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Servicer, the Special Servicer, the Trustee
and the Bond Administrator with the prior written consent of the Holders of
Certificates representing not less than 66-2/3% of the Percentage Interests of
each Class of Certificates affected thereby (including without limitation the
Holders of the Class GMB Certificates, if affected thereby) and each Serviced
Companion Loan Noteholder affected thereby for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or modifying in any manner the rights of the Certificateholders
or the Serviced Companion Loan Noteholders; provided, however, that no such
amendment may:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments received on the Mortgage Loans which are required to be
      distributed on any Certificate, without the consent of the Holders of
      Certificates representing all of the Percentage Interests of the Class or
      Classes affected thereby (including without limitation the holders of the
      Class GMB Certificates, if affected thereby), or which are required to be
      distributed to any Serviced Companion Loan Noteholders without the consent
      of such Serviced Companion Loan Noteholders;

            (ii) change the percentages of Voting Rights of Holders of
      Certificates which are required to consent to any action or inaction under
      this Agreement;

            (iii) alter the Servicing Standard or obligations of the Servicer or
      the Trustee to make a P&I Advance or a Property Advance, without the
      consent of the Holders of Certificates representing all of the Percentage
      Interests of the Class or Classes affected thereby; or

            (iv) amend any section hereof which relates to the amendment of this
      Agreement without the consent of the Holders of all Certificates
      representing all of the Percentage Interests of the Class or Classes
      affected thereby (including without limitation the holders of the Class
      GMB Certificates, if affected thereby) and the consent of any affected
      Serviced Companion Loan Noteholders.

            Further, the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator, at any time and from time to time, without
the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend this Agreement to modify, eliminate or add to any of
its provisions to such extent as shall be necessary to maintain the
qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the
qualification of the Grantor Trust as a Grantor Trust, or to prevent the
imposition of any additional material state or local taxes, at all times that
any Certificates are outstanding; provided, that such action, as evidenced by an
Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary or
helpful to maintain such qualification or to prevent the imposition of any such
taxes, and would not adversely affect in any material respect the interest of
any Certificateholder or, if applicable, any Serviced Companion Loan Noteholder.

            In the event that neither the Depositor nor any successor thereto,
if any, is in existence, any amendment under this Section 10.07 shall be
effective with the consent of the Trustee, the Bond Administrator, the Servicer
and the Special Servicer, in writing, and to the extent required by this Section
10.07, the Certificateholders and Serviced Companion Loan Noteholders. Promptly
after the execution of any amendment, the Servicer shall forward to the Trustee,
the Bond Administrator and the Special Servicer, and the Bond Administrator
shall furnish written notification of the substance of such amendment to each
Certificateholder, each Serviced Companion Loan Noteholder and each Rating
Agency.

            It shall not be necessary for the consent of Certificateholders
under this Section 10.07 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The method of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders and, if applicable,
Serviced Companion Loan Noteholders, shall be subject to such reasonable
regulations as the Bond Administrator may prescribe; provided, however, that
such method shall always be by affirmation and in writing.

            Notwithstanding any contrary provision of this Agreement, no
amendment shall be made to this Agreement or any Custodial Agreement unless the
Trustee and the Bond Administrator shall have received an Opinion of Counsel, at
the expense of the party requesting such amendment (or, if such amendment is
required by any Rating Agency to maintain the rating issued by it or requested
by the Trustee for any purpose described in clause (i), (ii) or (iii) of the
first sentence of this Section, then at the expense of the Trust Fund and, in
the case of any Serviced Whole Loan, the related Serviced Pari Passu Companion
Loan Noteholders on a pro rata basis based on the Mortgage Loan's or related
Serviced Pari Passu Companion Loan's, as applicable, Stated Principal Balance;
provided that with respect to the General Motors Building Whole Loan, such
expenses shall be allocated among the General Motors Building Mortgage Loan, the
General Motors Building B Loan and the General Motors Building Pari Passu Loan,
on a pro rata basis based on each such loan's Stated Principal Balance), to the
effect that such amendment is permitted hereunder and such amendment will not
cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC
at any time that any Certificates are outstanding, or cause the Grantor Trust to
fail to qualify as a Grantor Trust, or cause a tax to be imposed on the Trust
Fund, any such REMIC or the Grantor Trust.

            Prior to the execution of any amendment to this Agreement or any
Custodial Agreement, the Trustee, the Bond Administrator, the Special Servicer
and the Servicer may request and shall be entitled to rely conclusively upon an
Opinion of Counsel, at the expense of the party requesting such amendment (or,
if such amendment is required by any Rating Agency to maintain the rating issued
by it or requested by the Trustee for any purpose described in the first
sentence of this Section 10.07 (which do not modify or otherwise relate solely
to the obligations, duties or rights of the Trustee), then at the expense of the
Trust Fund and, in the case of any Serviced Whole Loan, the Trust Fund and the
related Serviced Pari Passu Companion Loan Noteholders on a pro rata basis based
on the Mortgage Loan's or related Serviced Pari Passu Companion Loan's, as
applicable, Stated Principal Balance; provided that with respect to the General
Motors Building Whole Loan, such expenses shall be allocated among the General
Motors Building Mortgage Loan, the General Motors Building B Loan and the
General Motors Building Pari Passu Loan, on a pro rata basis based on each such
loan's Stated Principal Balance) stating that the execution of such amendment is
authorized or permitted by this Agreement. The Trustee and the Bond
Administrator may, but shall not be obligated to, enter into any such amendment
which affects the Trustee's or the Bond Administrator's own rights, duties or
immunities under this Agreement.

            Notwithstanding any contrary provision contained in this Agreement,
no amendment shall be made to this Agreement which shall affect the obligations
of any Mortgage Loan Seller without the consent of such Mortgage Loan Seller.

            Section 10.08 Confirmation of Intent. It is the express intent of
the parties hereto that the conveyance of the Trust Fund (including the Mortgage
Loans) by the Depositor to the Trustee on behalf of Certificateholders as
contemplated by this Agreement and the sale by the Depositor of the Certificates
be, and be treated for all purposes as, a sale by the Depositor of the undivided
portion of the beneficial interest in the Trust Fund represented by the
Certificates. It is, further, not the intention of the parties that such
conveyance be deemed a pledge of the Trust Fund by the Depositor to the Trustee
to secure a debt or other obligation of the Depositor. However, in the event
that, notwithstanding the intent of the parties, the Trust Fund is held to
continue to be property of the Depositor then (a) this Agreement shall also be
deemed to be a security agreement under applicable law; (b) the transfer of the
Trust Fund provided for herein shall be deemed to be a grant by the Depositor to
the Trustee on behalf of Certificateholders of a first priority security
interest in all of the Depositor's right, title and interest in and to the Trust
Fund and all amounts payable to the holders of the Mortgage Loans in accordance
with the terms thereof and all proceeds of the conversion, voluntary or
involuntary, of the foregoing into cash, instruments, securities or other
property, including, without limitation, all amounts from time to time held or
invested in the Collection Account, any Serviced Whole Loan Collection Account,
the Distribution Accounts, the Interest Reserve Account, any REO Account and any
Excess Liquidation Proceeds Account whether in the form of cash, instruments,
securities or other property; (c) the possession by the Trustee (or the
Custodian on its behalf) of Notes and such other items of property as constitute
instruments, money, negotiable documents or chattel paper shall be deemed to be
"possession by the secured party" for purposes of perfecting the security
interest pursuant to Section 9-305 of the Delaware Uniform Commercial Code; and
(d) notifications to Persons holding such property, and acknowledgments,
receipts or confirmations from Persons holding such property, shall be deemed
notifications to, or acknowledgments, receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the Trustee for the purpose
of perfecting such security interest under applicable law. Any assignment of the
interest of the Trustee pursuant to any provision hereof shall also be deemed to
be an assignment of any security interest created hereby. The Depositor shall,
and upon the request of the Servicer, the Trustee shall, to the extent
consistent with this Agreement (and at the expense of the Trust Fund and, in the
case of any Serviced Whole Loan, first of the related Serviced B Loan
Noteholders, if any, and second, to the extent such expense remains unpaid, of
the Trust Fund and the related Serviced Pari Passu Companion Loan Noteholders,
if any, on a pro rata basis based on the Mortgage Loan's or related Serviced
Pari Passu Companion Loan's, as applicable, Stated Principal Balance), take such
actions as may be necessary to ensure that, if this Agreement were deemed to
create a security interest in the Mortgage Loans or Serviced Whole Loans, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term
of this Agreement. It is the intent of the parties that such a security interest
would be effective whether any of the Certificates are sold, pledged or
assigned.

            Section 10.09 No Intended Third-Party Beneficiaries. Except as
specified in Section 10.12, no Person other than a party to this Agreement, any
Mortgage Loan Seller or any Certificateholder shall have any rights with respect
to the enforcement of any of the rights or obligations hereunder. Without
limiting the foregoing, the parties to this Agreement specifically state that no
Borrower, Manager or other party to a Mortgage Loan is an intended third-party
beneficiary of this Agreement.

            Section 10.10 [Reserved]

            Section 10.11 Entire Agreement. This Agreement and with respect to
each Serviced Companion Loan Noteholder, the related Co-Lender Agreement
contains the entire agreement and understanding between the parties hereto with
respect to the subject matter hereof, and supersedes all prior and
contemporaneous agreements, understanding, inducements and conditions, express
or implied, oral or written, of any nature whatsoever with respect to the
subject matter hereof. The express terms hereof control and supersedes any
course of performance or usage of the trade inconsistent with any of the terms
hereof.

            Section 10.12 Third Party Beneficiaries. (a) Each of the Trustee and
the Servicer acknowledge that each of the 63 Madison Avenue Service Providers
and the Lakeside Mall Service Providers under the GECMC 2005-C1 Pooling and
Servicing Agreement is an intended third-party beneficiary under this Agreement
with respect to any provisions herein relating to (1) the reimbursement of any
63 Madison Avenue Nonrecoverable Advances or Lakeside Mall Nonrecoverable
Advances made with respect to the 63 Madison Avenue Mortgage Loan or Lakeside
Mall Mortgage Loan, respectively, by such Persons, (2) the indemnification of
the GECMC 2005-C1 Servicer and the GECMC 2005-C1 Special Servicer pursuant to
this Agreement against any claims, losses, penalties, fines, forfeitures, legal
fees and related costs, judgments and any other costs, liabilities, fees and
expenses incurred in connection with the GECMC 2005-C1 Pooling and Servicing
Agreement and this Agreement that relate solely to its servicing of the 63
Madison Avenue Whole Loan or Lakeside Mall Whole Loan, as applicable, and any
related reimbursement provisions, (3) notice from the Trustee to the GECMC
2005-C1 Servicer, the GECMC 2005-C1 Special Servicer and the GECMC 2005-C1
Trustee of the deposit of the 63 Madison Avenue Mortgage Loan or Lakeside Mall
Mortgage Loan, as applicable, into the Trust as required under Section 3.33 and
(4) the provisions set forth in Section 4.07(e) of this Agreement regarding
advancing coordination.

            (b) Each of the Trustee and the Servicer acknowledge that each
holder of a Serviced Companion Loan and the related Serviced Companion Loan
Service Provider is an intended third party beneficiary in respect of the rights
afforded it under this Agreement and may directly enforce such rights.
<PAGE>

            IN WITNESS WHEREOF, the Depositor, the Servicer, the Special
Servicer, the Trustee, the Bond Administrator and the Paying Agent have caused
their names to be signed hereto by their respective officers thereunto duly
authorized all as of the day and year first above written.


                                         DEUTSCHE MORTGAGE & ASSET
Signed and acknowledged                  RECEIVING CORPORATION,
   in the presence of                    as Depositor


                                         By:/s/ Andrew Cherrick
----------------------------------          -----------------------------------
Print Name
                                            Name:  Andrew Cherrick
                                                 ------------------------------

----------------------------------          Title: Vice President
Print Name                                        -----------------------------



                                         By:/s/ Helaine M. Kaplan
----------------------------------          -----------------------------------
Print Name
                                            Name:  Helaine M. Kaplan
                                                 ------------------------------

----------------------------------          Title: President
Print Name                                        -----------------------------



Signed and acknowledged                  MIDLAND LOAN SERVICES, INC.,
   in the presence of                    as Servicer



                                         By:/s/ Lawrence D. Ashley
----------------------------------          -----------------------------------
Print Name
                                            Name:  Lawrence D. Ashley
                                                 ------------------------------

----------------------------------          Title: Senior Vice President
Print Name                                        -----------------------------



Signed and acknowledged                  LENNAR PARTNERS, INC.,
   in the presence of                    as Special Servicer


                                         By:/s/ Steven N. Bjerke
----------------------------------          -----------------------------------
Print Name:
                                            Name:  Steven N. Bjerke
                                                 ------------------------------

----------------------------------          Title: Vice President
Print Name                                        -----------------------------



Signed and acknowledged                  WELLS FARGO BANK, N.A.,
in the presence of                       as Trustee



/s/ Sandra Whalen                        By:/s/ Ruth Fussell
----------------------------------          -----------------------------------
Print Name: Sandra Whalen
                                            Name:  Ruth Fussell
                                                 ------------------------------

/s/ Serena Harrell                          Title: Vice President
----------------------------------                -----------------------------
Print Name: Serena Harrell



Signed and acknowledged                  LASALLE BANK NATIONAL ASSOCIATION, as
in the presence of                       Bond Administrator and Paying Agent


                                         By:/s/ Alyssa C. Stahl
----------------------------------          -----------------------------------
Print Name:
                                            Name: Alyssa C. Stahl
                                                 ------------------------------

                                            Title:First Vice President
----------------------------------                -----------------------------
Print Name

<PAGE>

STATE OF NEW YORK       )
                        : ss.:
COUNTY OF NEW YORK      )

            On the 29th day of April in the year 2005, before me, the
undersigned, personally appeared Andrew Cherrick and Helaine Kaplan, personally
known to me or proved to me on the basis of satisfactory evidence to be the
individual(s) whose name(s) is (are) subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
capacity(ies), and that by his/her/their signature(s) on the instrument, the
individual(s), or the person upon behalf of which the individual(s) acted,
executed the instrument.


                                       /s/ Stephanie M. Kwan
                                       ----------------------------------------
                                       Signature and Office of individual
                                       taking acknowledgment

This instrument prepared by:

Name:    Cadwalader, Wickersham & Taft LLP
Address: One World Financial Center
         New York, New York 10281

<PAGE>


STATE OF KANSAS         )
                        : ss.:
COUNTY OF JOHNSON       )

            On the ___21st___ day of April in the year 2005, before me, the
undersigned, personally appeared Lawrence D. Ashley, Senior Vice President of
Midland Loan Services, Inc., personally known to me or proved to me on the basis
of satisfactory evidence to be the individual(s) whose name(s) is (are)
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their capacity(ies), and that by his/her/their
signature(s) on the instrument, the individual(s), or the person upon behalf of
which the individual(s) acted, executed the instrument, and that such individual
made such appearance before the undersigned in the City of Overland Park,
Kansas.


                                       /s/ Joyce Mayo
                                       ---------------------------------------
                                       Signature and Office of individual
                                       taking acknowledgment

This instrument prepared by:

Name:    Cadwalader, Wickersham & Taft LLP
Address: One World Financial Center
         New York, New York 10281

<PAGE>

STATE OF FLORIDA      )
                      : ss.:
COUNTY OF MIAMI-DADE  )

            On the __28th _ day of April in the year 2005, before me, the
undersigned, personally appeared _Steven N. Bjerke__, as Vice President on
behalf of Lennar Partners, Inc., a Florida corporation; such individual is
personally known to me or has produced a driver's license as identification.

My Comission Expires: December 30, 2006

      [NOTARIAL SEAL]


                                       /s/ Felix J. Alvarez
                                       ---------------------------------------
                                       Print Name: Felix J. Alvarez
                                                   ---------------------------
                                       Notary Public, State of Florida
<PAGE>

STATE OF NEW YORK       )
                        : ss.:
COUNTY OF NEW YORK      )

            On the ____29th__ day of April in the year 2005, before me, the
undersigned, personally appeared _____Ruth H. Fussell____, personally known to
me or proved to me on the basis of satisfactory evidence to be the individual(s)
whose name(s) is (are) subscribed to the within instrument and acknowledged to
me that he/she/they executed the same in his/her/their capacity(ies), and that
by his/her/their signature(s) on the instrument, the individual(s), or the
person upon behalf of which the individual(s) acted, executed the instrument.


                                       /s/ Janet M. Jolley
                                       -----------------------------------------
                                       Signature and Office of individual
                                       taking acknowledgment


This instrument prepared by:

Name:    Cadwalader, Wickersham & Taft LLP
Address: One World Financial Center
         New York, New York 10281

<PAGE>


STATE OF ILLINOIS       )
                        : ss.:
COUNTY OF COOK          )

            On the _20th_ day of April in the year 2005, before me, the
undersigned, personally appeared ______Alyssa C. Stahl_____, personally known to
me or proved to me on the basis of satisfactory evidence to be the individual(s)
whose name(s) is (are) subscribed to the within instrument and acknowledged to
me that he/she/they executed the same in his/her/their capacity(ies), and that
by his/her/their signature(s) on the instrument, the individual(s), or the
person upon behalf of which the individual(s) acted, executed the instrument,
and that such individual made such appearance before the undersigned in the
____Chicago, IL_______ (insert the city or other political subdivision and the
state or county or other place the acknowledgment was taken).


                                       /s/ Jennifer Wilt
                                       -----------------------------------------
                                       Signature and Office of individual
                                       taking acknowledgment

This instrument prepared by:

Name:    Cadwalader, Wickersham & Taft LLP
Address: One World Financial Center
         New York, New York 10281

<PAGE>

                                   EXHIBIT A-1

                      FORM OF CLASS A-1 GLOBAL CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
BOND ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.

                        COMM 2005-LP5 COMMERCIAL MORTGAGE
                      PASS-THROUGH CERTIFICATES, CLASS A-1

Class A-1 Pass-Through Rate: 4.2350%           CUSIP: [________]

                                               ISIN: [________]

                                               Common Code: [________]

Original Aggregate Certificate Balance of      Initial Certificate Balance of
the Class A-1 Certificates: $60,276,000        this Certificate: $[__________]

First Distribution Date: May 10, 2005          Cut-off Date: April 1, 2005

Scheduled Final Distribution Date:             No.: A-1-1
December 10, 2009

            This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class A-1 Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling and Servicing Agreement and is bound thereby. Also issued under the
Pooling and Servicing Agreement are the Class A-2, Class A-3, Class A-SB, Class
A-4, Class A-1A, Class X-C, Class X-P, Class A-J, Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class O, Class P, Class GMB-1, Class GMB-2, Class GMB-3, Class GMB-4, Class Q,
Class R and Class LR Certificates (together with the Class A-1 Certificates, the
"Certificates"; the Holders of Certificates issued under the Pooling and
Servicing Agreement are collectively referred to herein as
"Certificateholders").

            This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of April 1, 2005 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as Servicer,
Lennar Partners, Inc., as Special Servicer, Wells Fargo Bank, N.A., as Trustee
and LaSalle Bank National Association, as Bond Administrator and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.

            Neither the Trustee nor the Bond Administrator makes any
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans and the Bond
Administrator has executed this Certificate in its limited capacity as Bond
Administrator under the Pooling and Servicing Agreement.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Bond Administrator, or the Paying Agent on behalf of the Bond Administrator,
will distribute (other than the final distribution on any Certificate), on the
tenth day of each month, or if such day is not a Business Day, the Business Day
immediately following such day, commencing in May 2005 (each such date, a
"Distribution Date") an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class A-l Certificates for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement.

            During each Interest Accrual Period (as defined below), interest on
the Class A-1 Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.

            All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in May 2005, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Bond
Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of
such final distribution.

            Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall be set
aside and held in trust for the benefit of the appropriate non-tendering
Certificateholders. If any Certificates as to which notice of the Termination
Date has been given pursuant to the Pooling and Servicing Agreement shall not
have been surrendered for cancellation within six months after the time
specified in such notice, the Bond Administrator shall mail a second notice to
the remaining non-tendering Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect
thereto. If within one year after the second notice any Certificate shall not
have been surrendered for cancellation, the Bond Administrator may, directly or
through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds in trust and of contacting such
Certificateholders shall be paid out of such funds. If within two years after
the second notice any Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Bond Administrator all amounts
distributable to the Holders thereof, and the Bond Administrator shall
thereafter hold such amounts for the benefit of such Holders until the earlier
of (i) its termination as Bond Administrator under the Pooling and Servicing
Agreement and the transfer of such amounts to a successor bond administrator and
(ii) the termination of the Trust Fund and distribution of such amounts to the
Residual Certificateholders. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Such funds held by the Bond
Administrator may be invested under certain circumstances, and all income and
gain realized from investment of such funds shall be for the benefit of the Bond
Administrator.

            This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the Collection Account attributable to the Mortgage Loans as
identified on the Trust Ledger, the Serviced Whole Loan Collection Accounts (to
the extent of the Trust Fund's interest therein and specifically excluding any
interest of any Serviced Companion Loan Noteholder therein), the Distribution
Accounts, any Excess Liquidation Proceeds Account (to the extent of the Trust
Fund's interest therein and specifically excluding any interest of any Serviced
Companion Loan Noteholder therein), the Interest Reserve Account, any REO
Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Lower-Tier
Regular Interests; and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to
the related Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee and the Bond Administrator.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Bond Administrator shall
execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Balance. Such Certificates shall
be delivered by the Certificate Registrar in accordance with Article V of the
Pooling and Servicing Agreement.

            Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicer, the Special Servicer, the Trustee, the
Bond Administrator, the Certificate Registrar, any Paying Agent and any agent of
any of them may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Special Servicer, the Trustee, the Bond Administrator, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by
notice or knowledge to the contrary.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) of that Agreement. In connection with any transfer to an
Institutional Accredited Investor, the transferor shall reimburse the Trust Fund
for any costs (including the cost of the Certificate Registrar's counsel's
review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in the Pooling and Servicing
Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a
sum sufficient to cover any tax, expense or other governmental charge payable in
connection with any such transfer.

            The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator without the consent of any of the
Certificateholders or the Serviced Companion Loan Noteholders, (i) to cure any
ambiguity or to correct any error; (ii) to cause the provisions herein to
conform or be consistent with or in furtherance of the statements made in the
Prospectus, the Private Placement Memorandum or the Class GMB Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates or any class of
Serviced Companion Loan Securities by each Rating Agency; and (iv) to amend or
supplement a provision, or to supplement any other provisions to the extent not
inconsistent with the provisions of the Pooling and Servicing Agreement, or any
other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not
consenting thereto, as evidenced in writing by an Opinion of Counsel or, if
solely affecting any Certificateholder or Serviced Companion Loan Noteholder,
confirmation in writing from each Rating Agency then rating any Certificates or
Serviced Companion Loan Securities that such amendment will not result in a
qualification, withdrawal or downgrading of the then-current ratings assigned to
the Certificates or any Serviced Companion Loan Securities, as applicable. In no
event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.

            The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Trustee and the Bond Administrator with the prior written consent
of the Holders of Certificates representing not less than 66-2/3% of the
Percentage Interests of each Class of Certificates affected thereby (including
without limitation the Holders of the Class GMB Certificates, if affected
thereby) and each Serviced Companion Loan Noteholder affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or modifying in any
manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, however, that no such amendment may:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on any Certificate, without the consent of the
                  Holders of Certificates representing all of the Percentage
                  Interests of the Class or Classes affected thereby, or which
                  are required to be distributed to any Serviced Companion Loan
                  Noteholders without the consent of such Serviced Companion
                  Loan Noteholders;

            (ii)  change the percentages of Voting Rights of Holders of
                  Certificates which are required to consent to any action or
                  inaction under the Pooling and Servicing Agreement;

            (iii) alter the Servicing Standard or obligations of the Servicer or
                  the Trustee to make a P&I Advance or a Property Advance,
                  without the consent of the Holders of Certificates
                  representing all of the Percentage Interests of the Class or
                  Classes affected thereby; or

            (iv)  amend any section of the Pooling and Servicing Agreement which
                  relates to the amendment of the Pooling and Servicing
                  Agreement without the consent of the Holders of all
                  Certificates representing all of the Percentage Interests of
                  the Class or Classes affected thereby (including without
                  limitation the holders of the Class GMB Certificates, if
                  affected thereby) and the consent of any affected Serviced
                  Companion Loan Noteholders.

            Further, the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator, at any time and from time to time, without
the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as
a REMIC or the qualification of the Grantor Trust as a Grantor Trust, or to
prevent the imposition of any additional material state or local taxes, at all
times that any Certificates are outstanding; provided, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder or, if applicable, any Serviced
Companion Loan Noteholder.

            The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Servicer, and if the Servicer does not exercise its option, the
Special Servicer, may effect an early termination of the Trust Fund, upon not
less than 30 days' prior Notice of Termination given to the Trustee, the Bond
Administrator, the Special Servicer and the Servicer any time on or after the
Early Termination Notice Date (defined as any date as of which the aggregate
Stated Principal Balance of the Mortgage Loans is less than 1.0% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
all property acquired in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to the greater of:

            (i)   the sum of

                  (A)   100% of the Stated Principal Balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Anticipated Termination Date
                        (less any P&I Advances previously made on account of
                        principal);

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Anticipated Termination Date, as determined by an
                        Independent appraiser acceptable to the Servicer as of a
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on the unpaid balance of
                        each Mortgage Loan (including any Mortgage Loan as to
                        which title to the related Mortgaged Property has been
                        acquired) at the Mortgage Rate to the last day of the
                        month preceding such Anticipated Termination Date (less
                        any P&I Advances previously made on account of
                        interest); and

                  (D)   the aggregate amount of unreimbursed Advances, with
                        interest thereon at the Advance Rate, and unpaid
                        Servicing Compensation, Special Servicing Compensation,
                        Trustee Fees and Trust Fund expenses; and

            (ii)  the aggregate fair market value of the Mortgage Loans, and all
                  other property acquired in respect of any Mortgage Loan in the
                  Trust Fund, on the last day of the month preceding such
                  Anticipated Termination Date, as determined by an Independent
                  appraiser acceptable to the Servicer as of a date not more
                  than 30 days prior to the last day of the month preceding such
                  Distribution Date, together with one month's interest thereon
                  at the Mortgage Rate.

            In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class A-J, Class B,
Class C and Class D Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of its Certificates (other than the Class
Q, Class R and Class LR Certificates), including the Class X-C, Class X-P
Certificates and the Class GMB Certificates, for all of the Mortgage Loans and
each REO Property (or the Trust Fund's beneficial interest in a Mortgaged
Property acquired with respect to a Non-Serviced Mortgage Loan) remaining in the
Trust Fund as contemplated by clause (ii) of Section 9.01(a) and Section 9.01(g)
of the Pooling and Servicing Agreement by giving written notice to all the
parties to the Pooling and Servicing Agreement no later than 60 days prior to
the anticipated date of exchange.

            All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee and the Bond
Administrator shall be entitled to rely conclusively on any determination made
by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.

            The respective obligations and responsibilities of the Servicer, the
Special Servicer, the Depositor, the Trustee and the Bond Administrator created
by the Pooling and Servicing Agreement with respect to the Certificates (other
than the obligations of the Bond Administrator to make certain payments and to
send certain notices to Certificateholders as thereinafter set forth) shall
terminate upon payment (or provision for payment) to the Certificateholders and
the Serviced Companion Loan Noteholders of all amounts held by or on behalf of
the Bond Administrator and Servicer, as the case may be, required under the
Pooling and Servicing Agreement to be so paid on the Distribution Date following
the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the
Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of
the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.

            Unless the Certificate of Authentication on this Certificate has
been executed by the Bond Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose.

            IN WITNESS WHEREOF, the Bond Administrator has caused this Class A-1
Certificate to be duly executed.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Bond Administrator


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


                          Certificate of Authentication
                          -----------------------------

            This is one of the Class A-l Certificates referred to in the Pooling
and Servicing Agreement.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Authenticating Agent


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


<PAGE>


                                   EXHIBIT A-2

                      FORM OF CLASS A-1A GLOBAL CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
BOND ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.

                        COMM 2005-LP5 COMMERCIAL MORTGAGE
                      PASS-THROUGH CERTIFICATES, CLASS A-1A

Class A-1A Pass-Through Rate: 4.8970%          CUSIP: [________]

                                               ISIN: [________]

                                               Common Code: [_______]

Original Aggregate Certificate Balance of      Initial Certificate Balance of
the Class A-1A Certificates: $245,882,000      this Certificate: $[__________]

First Distribution Date: May 10, 2005          Cut-off Date: April 1, 2005

Scheduled Final Distribution Date:             No.: A-1A-1
April 10, 2015

            This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class A-1A Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling and Servicing Agreement and is bound thereby. Also issued under the
Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class
A-SB, Class A-4, Class X-C, Class X-P, Class A-J, Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class O, Class P, Class GMB-1, Class GMB-2, Class GMB-3, Class GMB-4, Class Q,
Class R and Class LR Certificates (together with the Class A-1A Certificates,
the "Certificates"; the Holders of Certificates issued under the Pooling and
Servicing Agreement are collectively referred to herein as
"Certificateholders").

            This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of April 1, 2005 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as Servicer,
Lennar Partners, Inc., as Special Servicer, Wells Fargo Bank, N.A., as Trustee
and LaSalle Bank National Association, as Bond Administrator and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.

            Neither the Trustee nor the Bond Administrator makes any
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans and the Bond
Administrator has executed this Certificate in its limited capacity as Bond
Administrator under the Pooling and Servicing Agreement.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Bond Administrator, or the Paying Agent on behalf of the Bond Administrator,
will distribute (other than the final distribution on any Certificate), on the
tenth day of each month, or if such day is not a Business Day, the Business Day
immediately following such day, commencing in May 2005 (each such date, a
"Distribution Date") an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class A-1A Certificates for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement.

            During each Interest Accrual Period (as defined below), interest on
the Class A-1A Certificates will be calculated based on a 360-day year
consisting of twelve 30-day months on the outstanding Certificate Balance
hereof.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.

            All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in May 2005, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Bond
Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of
such final distribution.

            Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall be set
aside and held in trust for the benefit of the appropriate non-tendering
Certificateholders. If any Certificates as to which notice of the Termination
Date has been given pursuant to the Pooling and Servicing Agreement shall not
have been surrendered for cancellation within six months after the time
specified in such notice, the Bond Administrator shall mail a second notice to
the remaining non-tendering Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect
thereto. If within one year after the second notice any Certificate shall not
have been surrendered for cancellation, the Bond Administrator may, directly or
through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds in trust and of contacting such
Certificateholders shall be paid out of such funds. If within two years after
the second notice any Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Bond Administrator all amounts
distributable to the Holders thereof, and the Bond Administrator shall
thereafter hold such amounts for the benefit of such Holders until the earlier
of (i) its termination as Bond Administrator under the Pooling and Servicing
Agreement and the transfer of such amounts to a successor bond administrator and
(ii) the termination of the Trust Fund and distribution of such amounts to the
Residual Certificateholders. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Such funds held by the Bond
Administrator may be invested under certain circumstances, and all income and
gain realized from investment of such funds shall be for the benefit of the Bond
Administrator.

            This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the Collection Account attributable to the Mortgage Loans as
identified on the Trust Ledger, the Serviced Whole Loan Collection Accounts (to
the extent of the Trust Fund's interest therein and specifically excluding any
interest of any Serviced Companion Loan Noteholder therein), the Distribution
Accounts, any Excess Liquidation Proceeds Account (to the extent of the Trust
Fund's interest therein and specifically excluding any interest of any Serviced
Companion Loan Noteholder therein), the Interest Reserve Account, any REO
Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Lower-Tier
Regular Interests; and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to
the related Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee and the Bond Administrator.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Bond Administrator shall
execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Balance. Such Certificates shall
be delivered by the Certificate Registrar in accordance with Article V of the
Pooling and Servicing Agreement.

            Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicer, the Special Servicer, the Trustee, the
Bond Administrator, the Certificate Registrar, any Paying Agent and any agent of
any of them may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Special Servicer, the Trustee, the Bond Administrator, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by
notice or knowledge to the contrary.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) of that Agreement. In connection with any transfer to an
Institutional Accredited Investor, the transferor shall reimburse the Trust Fund
for any costs (including the cost of the Certificate Registrar's counsel's
review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in the Pooling and Servicing
Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a
sum sufficient to cover any tax, expense or other governmental charge payable in
connection with any such transfer.

            The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator without the consent of any of the
Certificateholders or the Serviced Companion Loan Noteholders, (i) to cure any
ambiguity or to correct any error; (ii) to cause the provisions herein to
conform or be consistent with or in furtherance of the statements made in the
Prospectus, the Private Placement Memorandum or the Class GMB Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates or any class of
Serviced Companion Loan Securities by each Rating Agency; and (iv) to amend or
supplement a provision, or to supplement any other provisions to the extent not
inconsistent with the provisions of the Pooling and Servicing Agreement, or any
other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not
consenting thereto, as evidenced in writing by an Opinion of Counsel or, if
solely affecting any Certificateholder or Serviced Companion Loan Noteholder,
confirmation in writing from each Rating Agency then rating any Certificates or
Serviced Companion Loan Securities that such amendment will not result in a
qualification, withdrawal or downgrading of the then-current ratings assigned to
the Certificates or any Serviced Companion Loan Securities, as applicable. In no
event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.

            The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Trustee and the Bond Administrator with the prior written consent
of the Holders of Certificates representing not less than 66-2/3% of the
Percentage Interests of each Class of Certificates affected thereby (including
without limitation the Holders of the Class GMB Certificates, if affected
thereby) and each Serviced Companion Loan Noteholder affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or modifying in any
manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, however, that no such amendment may:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on any Certificate, without the consent of the
                  Holders of Certificates representing all of the Percentage
                  Interests of the Class or Classes affected thereby, or which
                  are required to be distributed to any Serviced Companion Loan
                  Noteholders without the consent of such Serviced Companion
                  Loan Noteholders;

            (ii)  change the percentages of Voting Rights of Holders of
                  Certificates which are required to consent to any action or
                  inaction under the Pooling and Servicing Agreement;

            (iii) alter the Servicing Standard or obligations of the Servicer or
                  the Trustee to make a P&I Advance or a Property Advance,
                  without the consent of the Holders of Certificates
                  representing all of the Percentage Interests of the Class or
                  Classes affected thereby; or

            (iv)  amend any section of the Pooling and Servicing Agreement which
                  relates to the amendment of the Pooling and Servicing
                  Agreement without the consent of the Holders of all
                  Certificates representing all of the Percentage Interests of
                  the Class or Classes affected thereby (including without
                  limitation the holders of the Class GMB Certificates, if
                  affected thereby) and the consent of any affected Serviced
                  Companion Loan Noteholders.

            Further, the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator, at any time and from time to time, without
the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as
a REMIC or the qualification of the Grantor Trust as a Grantor Trust, or to
prevent the imposition of any additional material state or local taxes, at all
times that any Certificates are outstanding; provided, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder or, if applicable, any Serviced
Companion Loan Noteholder.

            The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Servicer, and if the Servicer does not exercise its option, the
Special Servicer, may effect an early termination of the Trust Fund, upon not
less than 30 days' prior Notice of Termination given to the Trustee, the Bond
Administrator, the Special Servicer and the Servicer any time on or after the
Early Termination Notice Date (defined as any date as of which the aggregate
Stated Principal Balance of the Mortgage Loans is less than 1.0% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
all property acquired in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to the greater of:

            (i)   the sum of

                  (A)   100% of the Stated Principal Balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Anticipated Termination Date
                        (less any P&I Advances previously made on account of
                        principal);

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Anticipated Termination Date, as determined by an
                        Independent appraiser acceptable to the Servicer as of a
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on the unpaid balance of
                        each Mortgage Loan (including any Mortgage Loan as to
                        which title to the related Mortgaged Property has been
                        acquired) at the Mortgage Rate to the last day of the
                        month preceding such Anticipated Termination Date (less
                        any P&I Advances previously made on account of
                        interest); and

                  (D)   the aggregate amount of unreimbursed Advances, with
                        interest thereon at the Advance Rate, and unpaid
                        Servicing Compensation, Special Servicing Compensation,
                        Trustee Fees and Trust Fund expenses; and

            (ii)  the aggregate fair market value of the Mortgage Loans, and all
                  other property acquired in respect of any Mortgage Loan in the
                  Trust Fund, on the last day of the month preceding such
                  Anticipated Termination Date, as determined by an Independent
                  appraiser acceptable to the Servicer as of a date not more
                  than 30 days prior to the last day of the month preceding such
                  Distribution Date, together with one month's interest thereon
                  at the Mortgage Rate.

            In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class A-J, Class B,
Class C and Class D Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of its Certificates (other than the Class
Q, Class R and Class LR Certificates), including the Class X-C, Class X-P
Certificates and the Class GMB Certificates, for all of the Mortgage Loans and
each REO Property (or the Trust Fund's beneficial interest in a Mortgaged
Property acquired with respect to a Non-Serviced Mortgage Loan) remaining in the
Trust Fund as contemplated by clause (ii) of Section 9.01(a) and Section 9.01(g)
of the Pooling and Servicing Agreement by giving written notice to all the
parties to the Pooling and Servicing Agreement no later than 60 days prior to
the anticipated date of exchange.

            All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee and the Bond
Administrator shall be entitled to rely conclusively on any determination made
by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.

            The respective obligations and responsibilities of the Servicer, the
Special Servicer, the Depositor, the Trustee and the Bond Administrator created
by the Pooling and Servicing Agreement with respect to the Certificates (other
than the obligations of the Bond Administrator to make certain payments and to
send certain notices to Certificateholders as thereinafter set forth) shall
terminate upon payment (or provision for payment) to the Certificateholders and
the Serviced Companion Loan Noteholders of all amounts held by or on behalf of
the Bond Administrator and Servicer, as the case may be, required under the
Pooling and Servicing Agreement to be so paid on the Distribution Date following
the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the
Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of
the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.

            Unless the Certificate of Authentication on this Certificate has
been executed by the Bond Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose.

            IN WITNESS WHEREOF, the Bond Administrator has caused this Class
A-1A Certificate to be duly executed.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Bond Administrator


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


                          Certificate of Authentication
                          -----------------------------

            This is one of the Class A-lA Certificates referred to in the
Pooling and Servicing Agreement.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Authenticating Agent


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


<PAGE>


                                   EXHIBIT A-3

                      FORM OF CLASS A-2 GLOBAL CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
BOND ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.

                        COMM 2005-LP5 COMMERCIAL MORTGAGE
                      PASS-THROUGH CERTIFICATES, CLASS A-2

Class A-2 Pass-Through Rate: 4.6300%           CUSIP: [________]

                                               ISIN: [________]

                                               Common Code: [________]

Original Aggregate Certificate Balance of      Initial Certificate Balance of
the Class A-2 Certificates: $592,379,000       this Certificate: $[________]

First Distribution Date: May 10, 2005          Cut-off Date: April 1, 2005

Scheduled Final Distribution Date:             No.: A-2-[1][2]
May 10, 2010

            This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class A-2 Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling and Servicing Agreement and is bound thereby. Also issued under the
Pooling and Servicing Agreement are the Class A-1, Class A-3, Class A-SB, Class
A-4, Class A-1A, Class X-C, Class X-P, Class A-J, Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class O, Class P, Class GMB-1, Class GMB-2, Class GMB-3, Class GMB-4, Class Q,
Class R and Class LR Certificates (together with the Class A-2 Certificates, the
"Certificates"; the Holders of Certificates issued under the Pooling and
Servicing Agreement are collectively referred to herein as
"Certificateholders").

            This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of April 1, 2005 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as Servicer,
Lennar Partners, Inc., as Special Servicer, Wells Fargo Bank, N.A., as Trustee
and LaSalle Bank National Association, as Bond Administrator and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.

            Neither the Trustee nor the Bond Administrator makes any
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans and the Bond
Administrator has executed this Certificate in its limited capacity as Bond
Administrator under the Pooling and Servicing Agreement.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Bond Administrator, or the Paying Agent on behalf of the Bond Administrator,
will distribute (other than the final distribution on any Certificate), on the
tenth day of each month, or if such day is not a Business Day, the Business Day
immediately following such day, commencing in May 2005 (each such date, a
"Distribution Date") an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class A-2 Certificates for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement.

            During each Interest Accrual Period (as defined below), interest on
the Class A-2 Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.

            All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in May 2005, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Bond
Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of
such final distribution.

            Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall be set
aside and held in trust for the benefit of the appropriate non-tendering
Certificateholders. If any Certificates as to which notice of the Termination
Date has been given pursuant to the Pooling and Servicing Agreement shall not
have been surrendered for cancellation within six months after the time
specified in such notice, the Bond Administrator shall mail a second notice to
the remaining non-tendering Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect
thereto. If within one year after the second notice any Certificate shall not
have been surrendered for cancellation, the Bond Administrator may, directly or
through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds in trust and of contacting such
Certificateholders shall be paid out of such funds. If within two years after
the second notice any Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Bond Administrator all amounts
distributable to the Holders thereof, and the Bond Administrator shall
thereafter hold such amounts for the benefit of such Holders until the earlier
of (i) its termination as Bond Administrator under the Pooling and Servicing
Agreement and the transfer of such amounts to a successor bond administrator and
(ii) the termination of the Trust Fund and distribution of such amounts to the
Residual Certificateholders. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Such funds held by the Bond
Administrator may be invested under certain circumstances, and all income and
gain realized from investment of such funds shall be for the benefit of the Bond
Administrator.

            This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the Collection Account attributable to the Mortgage Loans as
identified on the Trust Ledger, the Serviced Whole Loan Collection Accounts (to
the extent of the Trust Fund's interest therein and specifically excluding any
interest of any Serviced Companion Loan Noteholder therein), the Distribution
Accounts, any Excess Liquidation Proceeds Account (to the extent of the Trust
Fund's interest therein and specifically excluding any interest of any Serviced
Companion Loan Noteholder therein), the Interest Reserve Account, any REO
Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Lower-Tier
Regular Interests; and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to
the related Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee and the Bond Administrator.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Bond Administrator shall
execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Balance. Such Certificates shall
be delivered by the Certificate Registrar in accordance with Article V of the
Pooling and Servicing Agreement.

            Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicer, the Special Servicer, the Trustee, the
Bond Administrator, the Certificate Registrar, any Paying Agent and any agent of
any of them may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Special Servicer, the Trustee, the Bond Administrator, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by
notice or knowledge to the contrary.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) of that Agreement. In connection with any transfer to an
Institutional Accredited Investor, the transferor shall reimburse the Trust Fund
for any costs (including the cost of the Certificate Registrar's counsel's
review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in the Pooling and Servicing
Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a
sum sufficient to cover any tax, expense or other governmental charge payable in
connection with any such transfer.

            The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator without the consent of any of the
Certificateholders or the Serviced Companion Loan Noteholders, (i) to cure any
ambiguity or to correct any error; (ii) to cause the provisions herein to
conform or be consistent with or in furtherance of the statements made in the
Prospectus, the Private Placement Memorandum or the Class GMB Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates or any class of
Serviced Companion Loan Securities by each Rating Agency; and (iv) to amend or
supplement a provision, or to supplement any other provisions to the extent not
inconsistent with the provisions of the Pooling and Servicing Agreement, or any
other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not
consenting thereto, as evidenced in writing by an Opinion of Counsel or, if
solely affecting any Certificateholder or Serviced Companion Loan Noteholder,
confirmation in writing from each Rating Agency then rating any Certificates or
Serviced Companion Loan Securities that such amendment will not result in a
qualification, withdrawal or downgrading of the then-current ratings assigned to
the Certificates or any Serviced Companion Loan Securities, as applicable. In no
event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.

            The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Trustee and the Bond Administrator with the prior written consent
of the Holders of Certificates representing not less than 66-2/3% of the
Percentage Interests of each Class of Certificates affected thereby (including
without limitation the Holders of the Class GMB Certificates, if affected
thereby) and each Serviced Companion Loan Noteholder affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or modifying in any
manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, however, that no such amendment may:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on any Certificate, without the consent of the
                  Holders of Certificates representing all of the Percentage
                  Interests of the Class or Classes affected thereby, or which
                  are required to be distributed to any Serviced Companion Loan
                  Noteholders without the consent of such Serviced Companion
                  Loan Noteholders;

            (ii)  change the percentages of Voting Rights of Holders of
                  Certificates which are required to consent to any action or
                  inaction under the Pooling and Servicing Agreement;

            (iii) alter the Servicing Standard or obligations of the Servicer or
                  the Trustee to make a P&I Advance or a Property Advance,
                  without the consent of the Holders of Certificates
                  representing all of the Percentage Interests of the Class or
                  Classes affected thereby; or

            (iv)  amend any section of the Pooling and Servicing Agreement which
                  relates to the amendment of the Pooling and Servicing
                  Agreement without the consent of the Holders of all
                  Certificates representing all of the Percentage Interests of
                  the Class or Classes affected thereby (including without
                  limitation the holders of the Class GMB Certificates, if
                  affected thereby) and the consent of any affected Serviced
                  Companion Loan Noteholders.

            Further, the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator, at any time and from time to time, without
the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as
a REMIC or the qualification of the Grantor Trust as a Grantor Trust, or to
prevent the imposition of any additional material state or local taxes, at all
times that any Certificates are outstanding; provided, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder or, if applicable, any Serviced
Companion Loan Noteholder.

            The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Servicer, and if the Servicer does not exercise its option, the
Special Servicer, may effect an early termination of the Trust Fund, upon not
less than 30 days' prior Notice of Termination given to the Trustee, the Bond
Administrator, the Special Servicer and the Servicer any time on or after the
Early Termination Notice Date (defined as any date as of which the aggregate
Stated Principal Balance of the Mortgage Loans is less than 1.0% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
all property acquired in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to the greater of:

            (i)   the sum of

                  (A)   100% of the Stated Principal Balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Anticipated Termination Date
                        (less any P&I Advances previously made on account of
                        principal);

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Anticipated Termination Date, as determined by an
                        Independent appraiser acceptable to the Servicer as of a
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on the unpaid balance of
                        each Mortgage Loan (including any Mortgage Loan as to
                        which title to the related Mortgaged Property has been
                        acquired) at the Mortgage Rate to the last day of the
                        month preceding such Anticipated Termination Date (less
                        any P&I Advances previously made on account of
                        interest); and

                  (D)   the aggregate amount of unreimbursed Advances, with
                        interest thereon at the Advance Rate, and unpaid
                        Servicing Compensation, Special Servicing Compensation,
                        Trustee Fees and Trust Fund expenses; and

            (ii)  the aggregate fair market value of the Mortgage Loans, and all
                  other property acquired in respect of any Mortgage Loan in the
                  Trust Fund, on the last day of the month preceding such
                  Anticipated Termination Date, as determined by an Independent
                  appraiser acceptable to the Servicer as of a date not more
                  than 30 days prior to the last day of the month preceding such
                  Distribution Date, together with one month's interest thereon
                  at the Mortgage Rate.

            In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class A-J, Class B,
Class C and Class D Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of its Certificates (other than the Class
Q, Class R and Class LR Certificates), including the Class X-C, Class X-P
Certificates and the Class GMB Certificates, for all of the Mortgage Loans and
each REO Property (or the Trust Fund's beneficial interest in a Mortgaged
Property acquired with respect to a Non-Serviced Mortgage Loan) remaining in the
Trust Fund as contemplated by clause (ii) of Section 9.01(a) and Section 9.01(g)
of the Pooling and Servicing Agreement by giving written notice to all the
parties to the Pooling and Servicing Agreement no later than 60 days prior to
the anticipated date of exchange.

            All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee and the Bond
Administrator shall be entitled to rely conclusively on any determination made
by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.

            The respective obligations and responsibilities of the Servicer, the
Special Servicer, the Depositor, the Trustee and the Bond Administrator created
by the Pooling and Servicing Agreement with respect to the Certificates (other
than the obligations of the Bond Administrator to make certain payments and to
send certain notices to Certificateholders as thereinafter set forth) shall
terminate upon payment (or provision for payment) to the Certificateholders and
the Serviced Companion Loan Noteholders of all amounts held by or on behalf of
the Bond Administrator and Servicer, as the case may be, required under the
Pooling and Servicing Agreement to be so paid on the Distribution Date following
the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the
Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of
the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.

            Unless the Certificate of Authentication on this Certificate has
been executed by the Bond Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose.

            IN WITNESS WHEREOF, the Bond Administrator has caused this Class A-2
Certificate to be duly executed.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Bond Administrator


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


                          Certificate of Authentication
                          -----------------------------

            This is one of the Class A-2 Certificates referred to in the Pooling
and Servicing Agreement.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Authenticating Agent


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


<PAGE>


                                   EXHIBIT A-4

                      FORM OF CLASS A-3 GLOBAL CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
BOND ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.

                        COMM 2005-LP5 COMMERCIAL MORTGAGE
                      PASS-THROUGH CERTIFICATES, CLASS A-3

Class A-3 Pass-Through Rate: 4.8200%           CUSIP: [________]

                                               ISIN: [________]

                                               Common Code: [________]

Original Aggregate Certificate Balance of      Initial Certificate Balance of
the Class A-3 Certificates: $71,321,000        this Certificate: $[__________]

First Distribution Date: May 10, 2005          Cut-off Date: April 1, 2005

Scheduled Final Distribution Date:             No.: A-3-1
April 10, 2012

            This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class A-3 Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling and Servicing Agreement and is bound thereby. Also issued under the
Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-SB, Class
A-4, Class A-1A, Class X-C, Class X-P, Class A-J, Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class O, Class P, Class GMB-1, Class GMB-2, Class GMB-3, Class GMB-4, Class Q,
Class R and Class LR Certificates (together with the Class A-3 Certificates, the
"Certificates"; the Holders of Certificates issued under the Pooling and
Servicing Agreement are collectively referred to herein as
"Certificateholders").

            This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of April 1, 2005 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as Servicer,
Lennar Partners, Inc., as Special Servicer, Wells Fargo Bank, N.A., as Trustee
and LaSalle Bank National Association, as Bond Administrator and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.

            Neither the Trustee nor the Bond Administrator makes any
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans and the Bond
Administrator has executed this Certificate in its limited capacity as Bond
Administrator under the Pooling and Servicing Agreement.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Bond Administrator, or the Paying Agent on behalf of the Bond Administrator,
will distribute (other than the final distribution on any Certificate), on the
tenth day of each month, or if such day is not a Business Day, the Business Day
immediately following such day, commencing in May 2005 (each such date, a
"Distribution Date") an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class A-3 Certificates for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement.

            During each Interest Accrual Period (as defined below), interest on
the Class A-3 Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.

            All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in May 2005, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Bond
Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of
such final distribution.

            Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall be set
aside and held in trust for the benefit of the appropriate non-tendering
Certificateholders. If any Certificates as to which notice of the Termination
Date has been given pursuant to the Pooling and Servicing Agreement shall not
have been surrendered for cancellation within six months after the time
specified in such notice, the Bond Administrator shall mail a second notice to
the remaining non-tendering Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect
thereto. If within one year after the second notice any Certificate shall not
have been surrendered for cancellation, the Bond Administrator may, directly or
through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds in trust and of contacting such
Certificateholders shall be paid out of such funds. If within two years after
the second notice any Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Bond Administrator all amounts
distributable to the Holders thereof, and the Bond Administrator shall
thereafter hold such amounts for the benefit of such Holders until the earlier
of (i) its termination as Bond Administrator under the Pooling and Servicing
Agreement and the transfer of such amounts to a successor bond administrator and
(ii) the termination of the Trust Fund and distribution of such amounts to the
Residual Certificateholders. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Such funds held by the Bond
Administrator may be invested under certain circumstances, and all income and
gain realized from investment of such funds shall be for the benefit of the Bond
Administrator.

            This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the Collection Account attributable to the Mortgage Loans as
identified on the Trust Ledger, the Serviced Whole Loan Collection Accounts (to
the extent of the Trust Fund's interest therein and specifically excluding any
interest of any Serviced Companion Loan Noteholder therein), the Distribution
Accounts, any Excess Liquidation Proceeds Account (to the extent of the Trust
Fund's interest therein and specifically excluding any interest of any Serviced
Companion Loan Noteholder therein), the Interest Reserve Account, any REO
Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Lower-Tier
Regular Interests; and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to
the related Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee and the Bond Administrator.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Bond Administrator shall
execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Balance. Such Certificates shall
be delivered by the Certificate Registrar in accordance with Article V of the
Pooling and Servicing Agreement.

            Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicer, the Special Servicer, the Trustee, the
Bond Administrator, the Certificate Registrar, any Paying Agent and any agent of
any of them may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Special Servicer, the Trustee, the Bond Administrator, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by
notice or knowledge to the contrary.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) of that Agreement. In connection with any transfer to an
Institutional Accredited Investor, the transferor shall reimburse the Trust Fund
for any costs (including the cost of the Certificate Registrar's counsel's
review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in the Pooling and Servicing
Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a
sum sufficient to cover any tax, expense or other governmental charge payable in
connection with any such transfer.

            The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator without the consent of any of the
Certificateholders or the Serviced Companion Loan Noteholders, (i) to cure any
ambiguity or to correct any error; (ii) to cause the provisions herein to
conform or be consistent with or in furtherance of the statements made in the
Prospectus, the Private Placement Memorandum or the Class GMB Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates or any class of
Serviced Companion Loan Securities by each Rating Agency; and (iv) to amend or
supplement a provision, or to supplement any other provisions to the extent not
inconsistent with the provisions of the Pooling and Servicing Agreement, or any
other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not
consenting thereto, as evidenced in writing by an Opinion of Counsel or, if
solely affecting any Certificateholder or Serviced Companion Loan Noteholder,
confirmation in writing from each Rating Agency then rating any Certificates or
Serviced Companion Loan Securities that such amendment will not result in a
qualification, withdrawal or downgrading of the then-current ratings assigned to
the Certificates or any Serviced Companion Loan Securities, as applicable. In no
event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.

            The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Trustee and the Bond Administrator with the prior written consent
of the Holders of Certificates representing not less than 66-2/3% of the
Percentage Interests of each Class of Certificates affected thereby (including
without limitation the Holders of the Class GMB Certificates, if affected
thereby) and each Serviced Companion Loan Noteholder affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or modifying in any
manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, however, that no such amendment may:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on any Certificate, without the consent of the
                  Holders of Certificates representing all of the Percentage
                  Interests of the Class or Classes affected thereby, or which
                  are required to be distributed to any Serviced Companion Loan
                  Noteholders without the consent of such Serviced Companion
                  Loan Noteholders;

            (ii)  change the percentages of Voting Rights of Holders of
                  Certificates which are required to consent to any action or
                  inaction under the Pooling and Servicing Agreement;

            (iii) alter the Servicing Standard or obligations of the Servicer or
                  the Trustee to make a P&I Advance or a Property Advance,
                  without the consent of the Holders of Certificates
                  representing all of the Percentage Interests of the Class or
                  Classes affected thereby; or

            (iv)  amend any section of the Pooling and Servicing Agreement which
                  relates to the amendment of the Pooling and Servicing
                  Agreement without the consent of the Holders of all
                  Certificates representing all of the Percentage Interests of
                  the Class or Classes affected thereby (including without
                  limitation the holders of the Class GMB Certificates, if
                  affected thereby) and the consent of any affected Serviced
                  Companion Loan Noteholders.

            Further, the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator, at any time and from time to time, without
the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as
a REMIC or the qualification of the Grantor Trust as a Grantor Trust, or to
prevent the imposition of any additional material state or local taxes, at all
times that any Certificates are outstanding; provided, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder or, if applicable, any Serviced
Companion Loan Noteholder.

            The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Servicer, and if the Servicer does not exercise its option, the
Special Servicer, may effect an early termination of the Trust Fund, upon not
less than 30 days' prior Notice of Termination given to the Trustee, the Bond
Administrator, the Special Servicer and the Servicer any time on or after the
Early Termination Notice Date (defined as any date as of which the aggregate
Stated Principal Balance of the Mortgage Loans is less than 1.0% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
all property acquired in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to the greater of:

            (i)   the sum of

                  (A)   100% of the Stated Principal Balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Anticipated Termination Date
                        (less any P&I Advances previously made on account of
                        principal);

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Anticipated Termination Date, as determined by an
                        Independent appraiser acceptable to the Servicer as of a
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on the unpaid balance of
                        each Mortgage Loan (including any Mortgage Loan as to
                        which title to the related Mortgaged Property has been
                        acquired) at the Mortgage Rate to the last day of the
                        month preceding such Anticipated Termination Date (less
                        any P&I Advances previously made on account of
                        interest); and

                  (D)   the aggregate amount of unreimbursed Advances, with
                        interest thereon at the Advance Rate, and unpaid
                        Servicing Compensation, Special Servicing Compensation,
                        Trustee Fees and Trust Fund expenses; and

            (ii)  the aggregate fair market value of the Mortgage Loans, and all
                  other property acquired in respect of any Mortgage Loan in the
                  Trust Fund, on the last day of the month preceding such
                  Anticipated Termination Date, as determined by an Independent
                  appraiser acceptable to the Servicer as of a date not more
                  than 30 days prior to the last day of the month preceding such
                  Distribution Date, together with one month's interest thereon
                  at the Mortgage Rate.

            In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class A-J, Class B,
Class C and Class D Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of its Certificates (other than the Class
Q, Class R and Class LR Certificates), including the Class X-C, Class X-P
Certificates and the Class GMB Certificates, for all of the Mortgage Loans and
each REO Property (or the Trust Fund's beneficial interest in a Mortgaged
Property acquired with respect to a Non-Serviced Mortgage Loan) remaining in the
Trust Fund as contemplated by clause (ii) of Section 9.01(a) and Section 9.01(g)
of the Pooling and Servicing Agreement by giving written notice to all the
parties to the Pooling and Servicing Agreement no later than 60 days prior to
the anticipated date of exchange.

            All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee and the Bond
Administrator shall be entitled to rely conclusively on any determination made
by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.

            The respective obligations and responsibilities of the Servicer, the
Special Servicer, the Depositor, the Trustee and the Bond Administrator created
by the Pooling and Servicing Agreement with respect to the Certificates (other
than the obligations of the Bond Administrator to make certain payments and to
send certain notices to Certificateholders as thereinafter set forth) shall
terminate upon payment (or provision for payment) to the Certificateholders and
the Serviced Companion Loan Noteholders of all amounts held by or on behalf of
the Bond Administrator and Servicer, as the case may be, required under the
Pooling and Servicing Agreement to be so paid on the Distribution Date following
the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the
Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of
the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.

            Unless the Certificate of Authentication on this Certificate has
been executed by the Bond Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose.

            IN WITNESS WHEREOF, the Bond Administrator has caused this Class A-3
Certificate to be duly executed.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Bond Administrator


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


                          Certificate of Authentication
                          -----------------------------

            This is one of the Class A-3 Certificates referred to in the Pooling
and Servicing Agreement.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Authenticating Agent


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


<PAGE>


                                   EXHIBIT A-5

                      FORM OF CLASS A-SB GLOBAL CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
BOND ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.

                        COMM 2005-LP5 COMMERCIAL MORTGAGE
                      PASS-THROUGH CERTIFICATES, CLASS A-SB

Class A-SB Pass-Through Rate: 4.8670%         CUSIP: [________]

                                              ISIN: [________]

                                              Common Code: [________]

Original Aggregate Certificate Balance of     Initial Certificate Balance of
the Class A-SB Certificates: $86,687,000      this Certificate: $[__________]

First Distribution Date: May 10, 2005         Cut-off Date: April 1, 2005

Scheduled Final Distribution Date:            No.: A-SB-1
November 10, 2014

            This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class A-SB Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling and Servicing Agreement and is bound thereby. Also issued under the
Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-1A, Class X-C, Class X-P, Class A-J, Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class O, Class P, Class GMB-1, Class GMB-2, Class GMB-3, Class GMB-4, Class Q,
Class R and Class LR Certificates (together with the Class A-SB Certificates,
the "Certificates"; the Holders of Certificates issued under the Pooling and
Servicing Agreement are collectively referred to herein as
"Certificateholders").

            This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of April 1, 2005 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as Servicer,
Lennar Partners, Inc., as Special Servicer, Wells Fargo Bank, N.A., as Trustee
and LaSalle Bank National Association, as Bond Administrator and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.

            Neither the Trustee nor the Bond Administrator makes any
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans and the Bond
Administrator has executed this Certificate in its limited capacity as Bond
Administrator under the Pooling and Servicing Agreement.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Bond Administrator, or the Paying Agent on behalf of the Bond Administrator,
will distribute (other than the final distribution on any Certificate), on the
tenth day of each month, or if such day is not a Business Day, the Business Day
immediately following such day, commencing in May 2005 (each such date, a
"Distribution Date") an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class A-SB Certificates for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement.

            During each Interest Accrual Period (as defined below), interest on
the Class A-SB Certificates will be calculated based on a 360-day year
consisting of twelve 30-day months on the outstanding Certificate Balance
hereof.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.

            All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in May 2005, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Bond
Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of
such final distribution.

            Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall be set
aside and held in trust for the benefit of the appropriate non-tendering
Certificateholders. If any Certificates as to which notice of the Termination
Date has been given pursuant to the Pooling and Servicing Agreement shall not
have been surrendered for cancellation within six months after the time
specified in such notice, the Bond Administrator shall mail a second notice to
the remaining non-tendering Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect
thereto. If within one year after the second notice any Certificate shall not
have been surrendered for cancellation, the Bond Administrator may, directly or
through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds in trust and of contacting such
Certificateholders shall be paid out of such funds. If within two years after
the second notice any Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Bond Administrator all amounts
distributable to the Holders thereof, and the Bond Administrator shall
thereafter hold such amounts for the benefit of such Holders until the earlier
of (i) its termination as Bond Administrator under the Pooling and Servicing
Agreement and the transfer of such amounts to a successor bond administrator and
(ii) the termination of the Trust Fund and distribution of such amounts to the
Residual Certificateholders. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Such funds held by the Bond
Administrator may be invested under certain circumstances, and all income and
gain realized from investment of such funds shall be for the benefit of the Bond
Administrator.

            This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the Collection Account attributable to the Mortgage Loans as
identified on the Trust Ledger, the Serviced Whole Loan Collection Accounts (to
the extent of the Trust Fund's interest therein and specifically excluding any
interest of any Serviced Companion Loan Noteholder therein), the Distribution
Accounts, any Excess Liquidation Proceeds Account (to the extent of the Trust
Fund's interest therein and specifically excluding any interest of any Serviced
Companion Loan Noteholder therein), the Interest Reserve Account, any REO
Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Lower-Tier
Regular Interests; and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to
the related Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee and the Bond Administrator.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Bond Administrator shall
execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Balance. Such Certificates shall
be delivered by the Certificate Registrar in accordance with Article V of the
Pooling and Servicing Agreement.

            Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicer, the Special Servicer, the Trustee, the
Bond Administrator, the Certificate Registrar, any Paying Agent and any agent of
any of them may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Special Servicer, the Trustee, the Bond Administrator, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by
notice or knowledge to the contrary.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) of that Agreement. In connection with any transfer to an
Institutional Accredited Investor, the transferor shall reimburse the Trust Fund
for any costs (including the cost of the Certificate Registrar's counsel's
review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in the Pooling and Servicing
Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a
sum sufficient to cover any tax, expense or other governmental charge payable in
connection with any such transfer.

            The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator without the consent of any of the
Certificateholders or the Serviced Companion Loan Noteholders, (i) to cure any
ambiguity or to correct any error; (ii) to cause the provisions herein to
conform or be consistent with or in furtherance of the statements made in the
Prospectus, the Private Placement Memorandum or the Class GMB Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates or any class of
Serviced Companion Loan Securities by each Rating Agency; and (iv) to amend or
supplement a provision, or to supplement any other provisions to the extent not
inconsistent with the provisions of the Pooling and Servicing Agreement, or any
other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not
consenting thereto, as evidenced in writing by an Opinion of Counsel or, if
solely affecting any Certificateholder or Serviced Companion Loan Noteholder,
confirmation in writing from each Rating Agency then rating any Certificates or
Serviced Companion Loan Securities that such amendment will not result in a
qualification, withdrawal or downgrading of the then-current ratings assigned to
the Certificates or any Serviced Companion Loan Securities, as applicable. In no
event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.

            The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Trustee and the Bond Administrator with the prior written consent
of the Holders of Certificates representing not less than 66-2/3% of the
Percentage Interests of each Class of Certificates affected thereby (including
without limitation the Holders of the Class GMB Certificates, if affected
thereby) and each Serviced Companion Loan Noteholder affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or modifying in any
manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, however, that no such amendment may:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on any Certificate, without the consent of the
                  Holders of Certificates representing all of the Percentage
                  Interests of the Class or Classes affected thereby, or which
                  are required to be distributed to any Serviced Companion Loan
                  Noteholders without the consent of such Serviced Companion
                  Loan Noteholders;

            (ii)  change the percentages of Voting Rights of Holders of
                  Certificates which are required to consent to any action or
                  inaction under the Pooling and Servicing Agreement;

            (iii) alter the Servicing Standard or obligations of the Servicer or
                  the Trustee to make a P&I Advance or a Property Advance,
                  without the consent of the Holders of Certificates
                  representing all of the Percentage Interests of the Class or
                  Classes affected thereby; or

            (iv)  amend any section of the Pooling and Servicing Agreement which
                  relates to the amendment of the Pooling and Servicing
                  Agreement without the consent of the Holders of all
                  Certificates representing all of the Percentage Interests of
                  the Class or Classes affected thereby (including without
                  limitation the holders of the Class GMB Certificates, if
                  affected thereby) and the consent of any affected Serviced
                  Companion Loan Noteholders.

            Further, the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator, at any time and from time to time, without
the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as
a REMIC or the qualification of the Grantor Trust as a Grantor Trust, or to
prevent the imposition of any additional material state or local taxes, at all
times that any Certificates are outstanding; provided, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder or, if applicable, any Serviced
Companion Loan Noteholder.

            The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Servicer, and if the Servicer does not exercise its option, the
Special Servicer, may effect an early termination of the Trust Fund, upon not
less than 30 days' prior Notice of Termination given to the Trustee, the Bond
Administrator, the Special Servicer and the Servicer any time on or after the
Early Termination Notice Date (defined as any date as of which the aggregate
Stated Principal Balance of the Mortgage Loans is less than 1.0% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
all property acquired in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to the greater of:

            (i)   the sum of

                  (A)   100% of the Stated Principal Balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Anticipated Termination Date
                        (less any P&I Advances previously made on account of
                        principal);

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Anticipated Termination Date, as determined by an
                        Independent appraiser acceptable to the Servicer as of a
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on the unpaid balance of
                        each Mortgage Loan (including any Mortgage Loan as to
                        which title to the related Mortgaged Property has been
                        acquired) at the Mortgage Rate to the last day of the
                        month preceding such Anticipated Termination Date (less
                        any P&I Advances previously made on account of
                        interest); and

                  (D)   the aggregate amount of unreimbursed Advances, with
                        interest thereon at the Advance Rate, and unpaid
                        Servicing Compensation, Special Servicing Compensation,
                        Trustee Fees and Trust Fund expenses; and

            (ii)  the aggregate fair market value of the Mortgage Loans, and all
                  other property acquired in respect of any Mortgage Loan in the
                  Trust Fund, on the last day of the month preceding such
                  Anticipated Termination Date, as determined by an Independent
                  appraiser acceptable to the Servicer as of a date not more
                  than 30 days prior to the last day of the month preceding such
                  Distribution Date, together with one month's interest thereon
                  at the Mortgage Rate.

            In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class A-J, Class B,
Class C and Class D Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of its Certificates (other than the Class
Q, Class R and Class LR Certificates), including the Class X-C, Class X-P
Certificates and the Class GMB Certificates, for all of the Mortgage Loans and
each REO Property (or the Trust Fund's beneficial interest in a Mortgaged
Property acquired with respect to a Non-Serviced Mortgage Loan) remaining in the
Trust Fund as contemplated by clause (ii) of Section 9.01(a) and Section 9.01(g)
of the Pooling and Servicing Agreement by giving written notice to all the
parties to the Pooling and Servicing Agreement no later than 60 days prior to
the anticipated date of exchange.

            All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee and the Bond
Administrator shall be entitled to rely conclusively on any determination made
by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.

            The respective obligations and responsibilities of the Servicer, the
Special Servicer, the Depositor, the Trustee and the Bond Administrator created
by the Pooling and Servicing Agreement with respect to the Certificates (other
than the obligations of the Bond Administrator to make certain payments and to
send certain notices to Certificateholders as thereinafter set forth) shall
terminate upon payment (or provision for payment) to the Certificateholders and
the Serviced Companion Loan Noteholders of all amounts held by or on behalf of
the Bond Administrator and Servicer, as the case may be, required under the
Pooling and Servicing Agreement to be so paid on the Distribution Date following
the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the
Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of
the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.

            Unless the Certificate of Authentication on this Certificate has
been executed by the Bond Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose.

            IN WITNESS WHEREOF, the Bond Administrator has caused this Class
A-SB Certificate to be duly executed.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Bond Administrator


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


                          Certificate of Authentication
                          -----------------------------

            This is one of the Class A-SB Certificates referred to in the
Pooling and Servicing Agreement.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Authenticating Agent


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


<PAGE>


                                   EXHIBIT A-6

                      FORM OF CLASS A-4 GLOBAL CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
BOND ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.

                        COMM 2005-LP5 COMMERCIAL MORTGAGE
                      PASS-THROUGH CERTIFICATES, CLASS A-4

Class A-4 Pass-Through Rate:  The lesser       CUSIP: [________]
of (i) 4.9820% and (ii) the Weighted
Average Net Mortgage Pass-Through Rate         ISIN: [__________]

                                               Common Code: [_______]

Original Aggregate Certificate Balance of      Initial Certificate Balance of
the Class A-4 Certificates: $305,071,000       this Certificate: $[__________]

First Distribution Date: May 10, 2005          Cut-off Date: April 1, 2005

Scheduled Final Distribution Date:             No.: A-4-1
April 10, 2015

            This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class A-4 Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling and Servicing Agreement and is bound thereby. Also issued under the
Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class
A-1A, Class X-C, Class X-P, Class A-J, Class B, Class C, Class D, Class E, Class
F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class
P, Class GMB-1, Class GMB-2, Class GMB-3, Class GMB-4, Class Q, Class R and
Class LR Certificates (together with the Class A-4 Certificates, the
"Certificates"; the Holders of Certificates issued under the Pooling and
Servicing Agreement are collectively referred to herein as
"Certificateholders").

            This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of April 1, 2005 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as Servicer,
Lennar Partners, Inc., as Special Servicer, Wells Fargo Bank, N.A., as Trustee
and LaSalle Bank National Association, as Bond Administrator and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.

            Neither the Trustee nor the Bond Administrator makes any
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans and the Bond
Administrator has executed this Certificate in its limited capacity as Bond
Administrator under the Pooling and Servicing Agreement.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Bond Administrator, or the Paying Agent on behalf of the Bond Administrator,
will distribute (other than the final distribution on any Certificate), on the
tenth day of each month, or if such day is not a Business Day, the Business Day
immediately following such day, commencing in May 2005 (each such date, a
"Distribution Date") an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class A-4 Certificates for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement.

            During each Interest Accrual Period (as defined below), interest on
the Class A-4 Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.

            All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in May 2005, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Bond
Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of
such final distribution.

            Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall be set
aside and held in trust for the benefit of the appropriate non-tendering
Certificateholders. If any Certificates as to which notice of the Termination
Date has been given pursuant to the Pooling and Servicing Agreement shall not
have been surrendered for cancellation within six months after the time
specified in such notice, the Bond Administrator shall mail a second notice to
the remaining non-tendering Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect
thereto. If within one year after the second notice any Certificate shall not
have been surrendered for cancellation, the Bond Administrator may, directly or
through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds in trust and of contacting such
Certificateholders shall be paid out of such funds. If within two years after
the second notice any Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Bond Administrator all amounts
distributable to the Holders thereof, and the Bond Administrator shall
thereafter hold such amounts for the benefit of such Holders until the earlier
of (i) its termination as Bond Administrator under the Pooling and Servicing
Agreement and the transfer of such amounts to a successor bond administrator and
(ii) the termination of the Trust Fund and distribution of such amounts to the
Residual Certificateholders. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Such funds held by the Bond
Administrator may be invested under certain circumstances, and all income and
gain realized from investment of such funds shall be for the benefit of the Bond
Administrator.

            This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the Collection Account attributable to the Mortgage Loans as
identified on the Trust Ledger, the Serviced Whole Loan Collection Accounts (to
the extent of the Trust Fund's interest therein and specifically excluding any
interest of any Serviced Companion Loan Noteholder therein), the Distribution
Accounts, any Excess Liquidation Proceeds Account (to the extent of the Trust
Fund's interest therein and specifically excluding any interest of any Serviced
Companion Loan Noteholder therein), the Interest Reserve Account, any REO
Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Lower-Tier
Regular Interests; and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to
the related Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee and the Bond Administrator.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Bond Administrator shall
execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Balance. Such Certificates shall
be delivered by the Certificate Registrar in accordance with Article V of the
Pooling and Servicing Agreement.

            Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicer, the Special Servicer, the Trustee, the
Bond Administrator, the Certificate Registrar, any Paying Agent and any agent of
any of them may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Special Servicer, the Trustee, the Bond Administrator, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by
notice or knowledge to the contrary.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) of that Agreement. In connection with any transfer to an
Institutional Accredited Investor, the transferor shall reimburse the Trust Fund
for any costs (including the cost of the Certificate Registrar's counsel's
review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in the Pooling and Servicing
Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a
sum sufficient to cover any tax, expense or other governmental charge payable in
connection with any such transfer.

            The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator without the consent of any of the
Certificateholders or the Serviced Companion Loan Noteholders, (i) to cure any
ambiguity or to correct any error; (ii) to cause the provisions herein to
conform or be consistent with or in furtherance of the statements made in the
Prospectus, the Private Placement Memorandum or the Class GMB Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates or any class of
Serviced Companion Loan Securities by each Rating Agency; and (iv) to amend or
supplement a provision, or to supplement any other provisions to the extent not
inconsistent with the provisions of the Pooling and Servicing Agreement, or any
other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not
consenting thereto, as evidenced in writing by an Opinion of Counsel or, if
solely affecting any Certificateholder or Serviced Companion Loan Noteholder,
confirmation in writing from each Rating Agency then rating any Certificates or
Serviced Companion Loan Securities that such amendment will not result in a
qualification, withdrawal or downgrading of the then-current ratings assigned to
the Certificates or any Serviced Companion Loan Securities, as applicable. In no
event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.

            The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Trustee and the Bond Administrator with the prior written consent
of the Holders of Certificates representing not less than 66-2/3% of the
Percentage Interests of each Class of Certificates affected thereby (including
without limitation the Holders of the Class GMB Certificates, if affected
thereby) and each Serviced Companion Loan Noteholder affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or modifying in any
manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, however, that no such amendment may:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on any Certificate, without the consent of the
                  Holders of Certificates representing all of the Percentage
                  Interests of the Class or Classes affected thereby, or which
                  are required to be distributed to any Serviced Companion Loan
                  Noteholders without the consent of such Serviced Companion
                  Loan Noteholders;

            (ii)  change the percentages of Voting Rights of Holders of
                  Certificates which are required to consent to any action or
                  inaction under the Pooling and Servicing Agreement;

            (iii) alter the Servicing Standard or obligations of the Servicer or
                  the Trustee to make a P&I Advance or a Property Advance,
                  without the consent of the Holders of Certificates
                  representing all of the Percentage Interests of the Class or
                  Classes affected thereby; or

            (iv)  amend any section of the Pooling and Servicing Agreement which
                  relates to the amendment of the Pooling and Servicing
                  Agreement without the consent of the Holders of all
                  Certificates representing all of the Percentage Interests of
                  the Class or Classes affected thereby (including without
                  limitation the holders of the Class GMB Certificates, if
                  affected thereby) and the consent of any affected Serviced
                  Companion Loan Noteholders.

            Further, the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator, at any time and from time to time, without
the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as
a REMIC or the qualification of the Grantor Trust as a Grantor Trust, or to
prevent the imposition of any additional material state or local taxes, at all
times that any Certificates are outstanding; provided, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder or, if applicable, any Serviced
Companion Loan Noteholder.

            The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Servicer, and if the Servicer does not exercise its option, the
Special Servicer, may effect an early termination of the Trust Fund, upon not
less than 30 days' prior Notice of Termination given to the Trustee, the Bond
Administrator, the Special Servicer and the Servicer any time on or after the
Early Termination Notice Date (defined as any date as of which the aggregate
Stated Principal Balance of the Mortgage Loans is less than 1.0% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
all property acquired in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to the greater of:

            (i)   the sum of

                  (A)   100% of the Stated Principal Balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Anticipated Termination Date
                        (less any P&I Advances previously made on account of
                        principal);

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Anticipated Termination Date, as determined by an
                        Independent appraiser acceptable to the Servicer as of a
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on the unpaid balance of
                        each Mortgage Loan (including any Mortgage Loan as to
                        which title to the related Mortgaged Property has been
                        acquired) at the Mortgage Rate to the last day of the
                        month preceding such Anticipated Termination Date (less
                        any P&I Advances previously made on account of
                        interest); and

                  (D)   the aggregate amount of unreimbursed Advances, with
                        interest thereon at the Advance Rate, and unpaid
                        Servicing Compensation, Special Servicing Compensation,
                        Trustee Fees and Trust Fund expenses; and

            (ii)  the aggregate fair market value of the Mortgage Loans, and all
                  other property acquired in respect of any Mortgage Loan in the
                  Trust Fund, on the last day of the month preceding such
                  Anticipated Termination Date, as determined by an Independent
                  appraiser acceptable to the Servicer as of a date not more
                  than 30 days prior to the last day of the month preceding such
                  Distribution Date, together with one month's interest thereon
                  at the Mortgage Rate.

            In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class A-J, Class B,
Class C and Class D Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of its Certificates (other than the Class
Q, Class R and Class LR Certificates), including the Class X-C, Class X-P
Certificates and the Class GMB Certificates, for all of the Mortgage Loans and
each REO Property (or the Trust Fund's beneficial interest in a Mortgaged
Property acquired with respect to a Non-Serviced Mortgage Loan) remaining in the
Trust Fund as contemplated by clause (ii) of Section 9.01(a) and Section 9.01(g)
of the Pooling and Servicing Agreement by giving written notice to all the
parties to the Pooling and Servicing Agreement no later than 60 days prior to
the anticipated date of exchange.

            All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee and the Bond
Administrator shall be entitled to rely conclusively on any determination made
by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.

            The respective obligations and responsibilities of the Servicer, the
Special Servicer, the Depositor, the Trustee and the Bond Administrator created
by the Pooling and Servicing Agreement with respect to the Certificates (other
than the obligations of the Bond Administrator to make certain payments and to
send certain notices to Certificateholders as thereinafter set forth) shall
terminate upon payment (or provision for payment) to the Certificateholders and
the Serviced Companion Loan Noteholders of all amounts held by or on behalf of
the Bond Administrator and Servicer, as the case may be, required under the
Pooling and Servicing Agreement to be so paid on the Distribution Date following
the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the
Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of
the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.

            Unless the Certificate of Authentication on this Certificate has
been executed by the Bond Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose.

            IN WITNESS WHEREOF, the Bond Administrator has caused this Class A-4
Certificate to be duly executed.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Bond Administrator


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


                          Certificate of Authentication
                          -----------------------------

            This is one of the Class A-4 Certificates referred to in the
Pooling and Servicing Agreement.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Authenticating Agent


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


<PAGE>


                                   EXHIBIT A-7

                                FORM OF CLASS X-C
                     [RULE 144A] [REG S] GLOBAL CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE OR FOREIGN
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
1933 ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE 144A ("QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A PERSON
PURCHASING FOR THE ACCOUNT OF ANOTHER QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE 1933 ACT, (4) IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF REGULATION S OR (5) TO A PERSON INVOLVED IN THE
ORGANIZATION OR OPERATION OF THE ISSUER (WITHIN THE MEANING OF RULE 3a-7 UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED) OR AN AFFILIATE OF SUCH A
PERSON, AS DEFINED IN RULE 405 OF THE 1933 ACT, PURCHASING THE CERTIFICATES
BEING SOLD TO IT FOR ITS OWN ACCOUNT AND (B) IN ACCORDANCE WITH ANY OTHER
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES
HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE BOND
ADMINISTRATOR, THE SERVICER AND THE DEPOSITOR AGAINST ANY LIABILITY THAT MAY
RESULT IF THE TRANSFER IS NOT EXEMPT FROM THE 1933 ACT OR IS NOT MADE IN
ACCORDANCE WITH FEDERAL AND STATE LAWS.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
BOND ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

THE HOLDERS OF THIS CLASS X-C CERTIFICATE WILL BE ENTITLED ONLY TO DISTRIBUTIONS
OF INTEREST ON THE NOTIONAL BALANCE OF THE CLASS X-C CERTIFICATES AND WILL NOT
BE ENTITLED TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE
OF THE CLASS X-C CERTIFICATES IS EQUAL TO AN AMOUNT AS SET FORTH IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING NOTIONAL
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL
BALANCE SET FORTH BELOW.

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE
CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE
UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]1

                        COMM 2005-LP5 COMMERCIAL MORTGAGE
                      PASS-THROUGH CERTIFICATES, CLASS X-C

Class X-C Pass-Through Rate: Variable, as  CUSIP:
determined in accordance with the Pooling  [_______](2) [_______](1)
and Servicing Agreement.

                                           ISIN:
                                           [_______](2) [_______](1)

                                           Common Code: [_______]

Original Aggregate Notional Balance of     Initial Notional Balance of this
the Class X-C Certificates:                Certificate: [$__________](2) [$0](1)
$1,702,020,822

First Distribution Date: May 10, 2005      Cut-off Date:  April 1, 2005

Scheduled Final Distribution Date:         No.:  X-C-[1][2][3][4]
March 10, 2024

            This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class X-C Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling and Servicing Agreement and is bound thereby. Also issued under the
Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class
A-SB, Class A-4, Class A-1A, Class X-P, Class A-J, Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class O, Class P, Class GMB-1, Class GMB-2, Class GMB-3, Class GMB-4, Class Q,
Class R and Class LR Certificates (together with the Class X-C Certificates, the
"Certificates"; the Holders of Certificates issued under the Pooling and
Servicing Agreement are collectively referred to herein as
"Certificateholders").

            This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of April 1, 2005 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as Servicer,
Lennar Partners, Inc., as Special Servicer, Wells Fargo Bank, N.A., as Trustee
and LaSalle Bank National Association, as Bond Administrator and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.

            Neither the Trustee nor the Bond Administrator makes any
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans and the Bond
Administrator has executed this Certificate in its limited capacity as Bond
Administrator under the Pooling and Servicing Agreement.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Bond Administrator, or the Paying Agent on behalf of the Bond Administrator,
will distribute (other than the final distribution on any Certificate), on the
tenth day of each month, or if such day is not a Business Day, the Business Day
immediately following such day, commencing in May 2005 (each such date, a
"Distribution Date") an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of interest then distributable, if any, allocable to the Class
X-C Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and
Servicing Agreement.

            During each Interest Accrual Period (as defined below), interest on
the Class X-C Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Notional Balance hereof.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.

            All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in May 2005, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Bond
Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of
such final distribution.

            Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall be set
aside and held in trust for the benefit of the appropriate non-tendering
Certificateholders. If any Certificates as to which notice of the Termination
Date has been given pursuant to the Pooling and Servicing Agreement shall not
have been surrendered for cancellation within six months after the time
specified in such notice, the Bond Administrator shall mail a second notice to
the remaining non-tendering Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect
thereto. If within one year after the second notice any Certificate shall not
have been surrendered for cancellation, the Bond Administrator may, directly or
through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds in trust and of contacting such
Certificateholders shall be paid out of such funds. If within two years after
the second notice any Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Bond Administrator all amounts
distributable to the Holders thereof, and the Bond Administrator shall
thereafter hold such amounts for the benefit of such Holders until the earlier
of (i) its termination as Bond Administrator under the Pooling and Servicing
Agreement and the transfer of such amounts to a successor bond administrator and
(ii) the termination of the Trust Fund and distribution of such amounts to the
Residual Certificateholders. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Such funds held by the Bond
Administrator may be invested under certain circumstances, and all income and
gain realized from investment of such funds shall be for the benefit of the Bond
Administrator.

            This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the Collection Account attributable to the Mortgage Loans as
identified on the Trust Ledger, the Serviced Whole Loan Collection Accounts (to
the extent of the Trust Fund's interest therein and specifically excluding any
interest of any Serviced Companion Loan Noteholder therein), the Distribution
Accounts, any Excess Liquidation Proceeds Account (to the extent of the Trust
Fund's interest therein and specifically excluding any interest of any Serviced
Companion Loan Noteholder therein), the Interest Reserve Account, any REO
Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Lower-Tier
Regular Interests; and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to
the related Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee and the Bond Administrator.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Bond Administrator shall
execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Balance. Such Certificates shall
be delivered by the Certificate Registrar in accordance with Article V of the
Pooling and Servicing Agreement.

            Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicer, the Special Servicer, the Trustee, the
Bond Administrator, the Certificate Registrar, any Paying Agent and any agent of
any of them may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Special Servicer, the Trustee, the Bond Administrator, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by
notice or knowledge to the contrary.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) of that Agreement. In connection with any transfer to an
Institutional Accredited Investor, the transferor shall reimburse the Trust Fund
for any costs (including the cost of the Certificate Registrar's counsel's
review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in the Pooling and Servicing
Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a
sum sufficient to cover any tax, expense or other governmental charge payable in
connection with any such transfer.

            The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator without the consent of any of the
Certificateholders or the Serviced Companion Loan Noteholders, (i) to cure any
ambiguity or to correct any error; (ii) to cause the provisions herein to
conform or be consistent with or in furtherance of the statements made in the
Prospectus, the Private Placement Memorandum or the Class GMB Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates or any class of
Serviced Companion Loan Securities by each Rating Agency; and (iv) to amend or
supplement a provision, or to supplement any other provisions to the extent not
inconsistent with the provisions of the Pooling and Servicing Agreement, or any
other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not
consenting thereto, as evidenced in writing by an Opinion of Counsel or, if
solely affecting any Certificateholder or Serviced Companion Loan Noteholder,
confirmation in writing from each Rating Agency then rating any Certificates or
Serviced Companion Loan Securities that such amendment will not result in a
qualification, withdrawal or downgrading of the then-current ratings assigned to
the Certificates or any Serviced Companion Loan Securities, as applicable. In no
event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.

            The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Trustee and the Bond Administrator with the prior written consent
of the Holders of Certificates representing not less than 66-2/3% of the
Percentage Interests of each Class of Certificates affected thereby (including
without limitation the Holders of the Class GMB Certificates, if affected
thereby) and each Serviced Companion Loan Noteholder affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or modifying in any
manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, however, that no such amendment may:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on any Certificate, without the consent of the
                  Holders of Certificates representing all of the Percentage
                  Interests of the Class or Classes affected thereby, or which
                  are required to be distributed to any Serviced Companion Loan
                  Noteholders without the consent of such Serviced Companion
                  Loan Noteholders;

            (ii)  change the percentages of Voting Rights of Holders of
                  Certificates which are required to consent to any action or
                  inaction under the Pooling and Servicing Agreement;

            (iii) alter the Servicing Standard or obligations of the Servicer or
                  the Trustee to make a P&I Advance or a Property Advance,
                  without the consent of the Holders of Certificates
                  representing all of the Percentage Interests of the Class or
                  Classes affected thereby; or

            (iv)  amend any section of the Pooling and Servicing Agreement which
                  relates to the amendment of the Pooling and Servicing
                  Agreement without the consent of the Holders of all
                  Certificates representing all of the Percentage Interests of
                  the Class or Classes affected thereby (including without
                  limitation the holders of the Class GMB Certificates, if
                  affected thereby) and the consent of any affected Serviced
                  Companion Loan Noteholders.

            Further, the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator, at any time and from time to time, without
the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as
a REMIC or the qualification of the Grantor Trust as a Grantor Trust, or to
prevent the imposition of any additional material state or local taxes, at all
times that any Certificates are outstanding; provided, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder or, if applicable, any Serviced
Companion Loan Noteholder.

            The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Servicer, and if the Servicer does not exercise its option, the
Special Servicer, may effect an early termination of the Trust Fund, upon not
less than 30 days' prior Notice of Termination given to the Trustee, the Bond
Administrator, the Special Servicer and the Servicer any time on or after the
Early Termination Notice Date (defined as any date as of which the aggregate
Stated Principal Balance of the Mortgage Loans is less than 1.0% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
all property acquired in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to the greater of:

            (i)   the sum of

                  (A)   100% of the Stated Principal Balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Anticipated Termination Date
                        (less any P&I Advances previously made on account of
                        principal);

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Anticipated Termination Date, as determined by an
                        Independent appraiser acceptable to the Servicer as of a
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on the unpaid balance of
                        each Mortgage Loan (including any Mortgage Loan as to
                        which title to the related Mortgaged Property has been
                        acquired) at the Mortgage Rate to the last day of the
                        month preceding such Anticipated Termination Date (less
                        any P&I Advances previously made on account of
                        interest); and

                  (D)   the aggregate amount of unreimbursed Advances, with
                        interest thereon at the Advance Rate, and unpaid
                        Servicing Compensation, Special Servicing Compensation,
                        Trustee Fees and Trust Fund expenses; and

            (ii)  the aggregate fair market value of the Mortgage Loans, and all
                  other property acquired in respect of any Mortgage Loan in the
                  Trust Fund, on the last day of the month preceding such
                  Anticipated Termination Date, as determined by an Independent
                  appraiser acceptable to the Servicer as of a date not more
                  than 30 days prior to the last day of the month preceding such
                  Distribution Date, together with one month's interest thereon
                  at the Mortgage Rate.

            In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class A-J, Class B,
Class C and Class D Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of its Certificates (other than the Class
Q, Class R and Class LR Certificates), including the Class X-C, Class X-P
Certificates and the Class GMB Certificates, for all of the Mortgage Loans and
each REO Property (or the Trust Fund's beneficial interest in a Mortgaged
Property acquired with respect to a Non-Serviced Mortgage Loan) remaining in the
Trust Fund as contemplated by clause (ii) of Section 9.01(a) and Section 9.01(g)
of the Pooling and Servicing Agreement by giving written notice to all the
parties to the Pooling and Servicing Agreement no later than 60 days prior to
the anticipated date of exchange.

            All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee and the Bond
Administrator shall be entitled to rely conclusively on any determination made
by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.

            The respective obligations and responsibilities of the Servicer, the
Special Servicer, the Depositor, the Trustee and the Bond Administrator created
by the Pooling and Servicing Agreement with respect to the Certificates (other
than the obligations of the Bond Administrator to make certain payments and to
send certain notices to Certificateholders as thereinafter set forth) shall
terminate upon payment (or provision for payment) to the Certificateholders and
the Serviced Companion Loan Noteholders of all amounts held by or on behalf of
the Bond Administrator and Servicer, as the case may be, required under the
Pooling and Servicing Agreement to be so paid on the Distribution Date following
the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the
Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of
the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.

            Unless the Certificate of Authentication on this Certificate has
been executed by the Bond Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose.

            IN WITNESS WHEREOF, the Bond Administrator has caused this Class X-C
Certificate to be duly executed.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Bond Administrator


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


                          Certificate of Authentication
                          -----------------------------

            This is one of the Class X-C Certificates referred to in the Pooling
and Servicing Agreement.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Authenticating Agent


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer

                                    Class X-C
                                   Schedule A

                                            Remaining Notional
            Notional Balance                Balance of this           Notation
Date        Exchanged or Transferred        Certificate               Made By
----------- ------------------------------- ------------------------- ----------

----------- ------------------------------- ------------------------- ----------

----------- ------------------------------- ------------------------- ----------

----------- ------------------------------- ------------------------- ----------

----------- ------------------------------- ------------------------- ----------

----------- ------------------------------- ------------------------- ----------

----------- ------------------------------- ------------------------- ----------

----------- ------------------------------- ------------------------- ----------

----------- ------------------------------- ------------------------- ----------

----------- ------------------------------- ------------------------- ----------

----------- ------------------------------- ------------------------- ----------

----------- ------------------------------- ------------------------- ----------

----------- ------------------------------- ------------------------- ----------

----------

(1) For Reg S Global Certificates only.

(2) For Rule 144A Global Certificates only.


<PAGE>


                                   EXHIBIT A-8

                      FORM OF CLASS X-P GLOBAL CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
BOND ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

THE HOLDERS OF THIS CLASS X-P CERTIFICATE WILL BE ENTITLED ONLY TO DISTRIBUTIONS
OF INTEREST ON THE NOTIONAL BALANCE OF THE CLASS X-P CERTIFICATES AND WILL NOT
BE ENTITLED TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE
OF THE CLASS X-P CERTIFICATES IS EQUAL TO AN AMOUNT AS SET FORTH IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING NOTIONAL
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL
BALANCE SET FORTH BELOW.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.

                        COMM 2005-LP5 COMMERCIAL MORTGAGE
                      PASS-THROUGH CERTIFICATES, CLASS X-P

Class X-P Pass-Through Rate: Variable, as      CUSIP: [_______]
determined in accordance with the Pooling
and Servicing Agreement                        ISIN: [_______]

                                               Common Code: [_______]

Original Aggregate Notional Balance of the     Initial Notional Balance of this
Class X-P Certificates: $1,658,063,000         Certificate:$ [_______]

First Distribution Date: May 10, 2005          Cut-off Date: April 1, 2005

Scheduled Final Distribution Date:             No.: X-P-[1][2][3][4]
April 10, 2012

            This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class X-P Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling and Servicing Agreement and is bound thereby. Also issued under the
Pooling and Servicing Agreement are the ClassA-1, Class A-2, Class A-3, Class
A-SB, Class A-4, Class A-1A, Class X-C, Class A-J, Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class O, Class P, Class GMB-1, Class GMB-2, Class GMB-3, Class GMB-4, Class Q,
Class R and Class LR Certificates (together with the Class X-P Certificates, the
"Certificates"; the Holders of Certificates issued under the Pooling and
Servicing Agreement are collectively referred to herein as
"Certificateholders").

            This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of April 1, 2005 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as Servicer,
Lennar Partners, Inc., as Special Servicer, Wells Fargo Bank, N.A., as Trustee
and LaSalle Bank National Association, as Bond Administrator and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.

            Neither the Trustee nor the Bond Administrator makes any
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans and the Bond
Administrator has executed this Certificate in its limited capacity as Bond
Administrator under the Pooling and Servicing Agreement.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Bond Administrator, or the Paying Agent on behalf of the Bond Administrator,
will distribute (other than the final distribution on any Certificate), on the
tenth day of each month, or if such day is not a Business Day, the Business Day
immediately following such day, commencing in May 2005 (each such date, a
"Distribution Date") an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of interest then distributable, if any, allocable to the Class
X-P Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and
Servicing Agreement.

            During each Interest Accrual Period (as defined below), interest on
the Class X-P Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.

            All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in May 2005, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Bond
Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of
such final distribution.

            Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall be set
aside and held in trust for the benefit of the appropriate non-tendering
Certificateholders. If any Certificates as to which notice of the Termination
Date has been given pursuant to the Pooling and Servicing Agreement shall not
have been surrendered for cancellation within six months after the time
specified in such notice, the Bond Administrator shall mail a second notice to
the remaining non-tendering Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect
thereto. If within one year after the second notice any Certificate shall not
have been surrendered for cancellation, the Bond Administrator may, directly or
through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds in trust and of contacting such
Certificateholders shall be paid out of such funds. If within two years after
the second notice any Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Bond Administrator all amounts
distributable to the Holders thereof, and the Bond Administrator shall
thereafter hold such amounts for the benefit of such Holders until the earlier
of (i) its termination as Bond Administrator under the Pooling and Servicing
Agreement and the transfer of such amounts to a successor bond administrator and
(ii) the termination of the Trust Fund and distribution of such amounts to the
Residual Certificateholders. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Such funds held by the Bond
Administrator may be invested under certain circumstances, and all income and
gain realized from investment of such funds shall be for the benefit of the Bond
Administrator.

            This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the Collection Account attributable to the Mortgage Loans as
identified on the Trust Ledger, the Serviced Whole Loan Collection Accounts (to
the extent of the Trust Fund's interest therein and specifically excluding any
interest of any Serviced Companion Loan Noteholder therein), the Distribution
Accounts, any Excess Liquidation Proceeds Account (to the extent of the Trust
Fund's interest therein and specifically excluding any interest of any Serviced
Companion Loan Noteholder therein), the Interest Reserve Account, any REO
Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Lower-Tier
Regular Interests; and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to
the related Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee and the Bond Administrator.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Bond Administrator shall
execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Balance. Such Certificates shall
be delivered by the Certificate Registrar in accordance with Article V of the
Pooling and Servicing Agreement.

            Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicer, the Special Servicer, the Trustee, the
Bond Administrator, the Certificate Registrar, any Paying Agent and any agent of
any of them may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Special Servicer, the Trustee, the Bond Administrator, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by
notice or knowledge to the contrary.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) of that Agreement. In connection with any transfer to an
Institutional Accredited Investor, the transferor shall reimburse the Trust Fund
for any costs (including the cost of the Certificate Registrar's counsel's
review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in the Pooling and Servicing
Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a
sum sufficient to cover any tax, expense or other governmental charge payable in
connection with any such transfer.

            The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator without the consent of any of the
Certificateholders or the Serviced Companion Loan Noteholders, (i) to cure any
ambiguity or to correct any error; (ii) to cause the provisions herein to
conform or be consistent with or in furtherance of the statements made in the
Prospectus, the Private Placement Memorandum or the Class GMB Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates or any class of
Serviced Companion Loan Securities by each Rating Agency; and (iv) to amend or
supplement a provision, or to supplement any other provisions to the extent not
inconsistent with the provisions of the Pooling and Servicing Agreement, or any
other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not
consenting thereto, as evidenced in writing by an Opinion of Counsel or, if
solely affecting any Certificateholder or Serviced Companion Loan Noteholder,
confirmation in writing from each Rating Agency then rating any Certificates or
Serviced Companion Loan Securities that such amendment will not result in a
qualification, withdrawal or downgrading of the then-current ratings assigned to
the Certificates or any Serviced Companion Loan Securities, as applicable. In no
event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.

            The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Trustee and the Bond Administrator with the prior written consent
of the Holders of Certificates representing not less than 66-2/3% of the
Percentage Interests of each Class of Certificates affected thereby (including
without limitation the Holders of the Class GMB Certificates, if affected
thereby) and each Serviced Companion Loan Noteholder affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or modifying in any
manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, however, that no such amendment may:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on any Certificate, without the consent of the
                  Holders of Certificates representing all of the Percentage
                  Interests of the Class or Classes affected thereby, or which
                  are required to be distributed to any Serviced Companion Loan
                  Noteholders without the consent of such Serviced Companion
                  Loan Noteholders;

            (ii)  change the percentages of Voting Rights of Holders of
                  Certificates which are required to consent to any action or
                  inaction under the Pooling and Servicing Agreement;

            (iii) alter the Servicing Standard or obligations of the Servicer or
                  the Trustee to make a P&I Advance or a Property Advance,
                  without the consent of the Holders of Certificates
                  representing all of the Percentage Interests of the Class or
                  Classes affected thereby; or

            (iv)  amend any section of the Pooling and Servicing Agreement which
                  relates to the amendment of the Pooling and Servicing
                  Agreement without the consent of the Holders of all
                  Certificates representing all of the Percentage Interests of
                  the Class or Classes affected thereby (including without
                  limitation the holders of the Class GMB Certificates, if
                  affected thereby) and the consent of any affected Serviced
                  Companion Loan Noteholders.

            Further, the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator, at any time and from time to time, without
the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as
a REMIC or the qualification of the Grantor Trust as a Grantor Trust, or to
prevent the imposition of any additional material state or local taxes, at all
times that any Certificates are outstanding; provided, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder or, if applicable, any Serviced
Companion Loan Noteholder.

            The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Servicer, and if the Servicer does not exercise its option, the
Special Servicer, may effect an early termination of the Trust Fund, upon not
less than 30 days' prior Notice of Termination given to the Trustee, the Bond
Administrator, the Special Servicer and the Servicer any time on or after the
Early Termination Notice Date (defined as any date as of which the aggregate
Stated Principal Balance of the Mortgage Loans is less than 1.0% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
all property acquired in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to the greater of:

            (i)   the sum of

                  (A)   100% of the Stated Principal Balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Anticipated Termination Date
                        (less any P&I Advances previously made on account of
                        principal);

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Anticipated Termination Date, as determined by an
                        Independent appraiser acceptable to the Servicer as of a
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on the unpaid balance of
                        each Mortgage Loan (including any Mortgage Loan as to
                        which title to the related Mortgaged Property has been
                        acquired) at the Mortgage Rate to the last day of the
                        month preceding such Anticipated Termination Date (less
                        any P&I Advances previously made on account of
                        interest); and

                  (D)   the aggregate amount of unreimbursed Advances, with
                        interest thereon at the Advance Rate, and unpaid
                        Servicing Compensation, Special Servicing Compensation,
                        Trustee Fees and Trust Fund expenses; and

            (ii)  the aggregate fair market value of the Mortgage Loans, and all
                  other property acquired in respect of any Mortgage Loan in the
                  Trust Fund, on the last day of the month preceding such
                  Anticipated Termination Date, as determined by an Independent
                  appraiser acceptable to the Servicer as of a date not more
                  than 30 days prior to the last day of the month preceding such
                  Distribution Date, together with one month's interest thereon
                  at the Mortgage Rate.

            In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class A-J, Class B,
Class C and Class D Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of its Certificates (other than the Class
Q, Class R and Class LR Certificates), including the Class X-C, Class X-P
Certificates and the Class GMB Certificates, for all of the Mortgage Loans and
each REO Property (or the Trust Fund's beneficial interest in a Mortgaged
Property acquired with respect to a Non-Serviced Mortgage Loan) remaining in the
Trust Fund as contemplated by clause (ii) of Section 9.01(a) and Section 9.01(g)
of the Pooling and Servicing Agreement by giving written notice to all the
parties to the Pooling and Servicing Agreement no later than 60 days prior to
the anticipated date of exchange.

            All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee and the Bond
Administrator shall be entitled to rely conclusively on any determination made
by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.

            The respective obligations and responsibilities of the Servicer, the
Special Servicer, the Depositor, the Trustee and the Bond Administrator created
by the Pooling and Servicing Agreement with respect to the Certificates (other
than the obligations of the Bond Administrator to make certain payments and to
send certain notices to Certificateholders as thereinafter set forth) shall
terminate upon payment (or provision for payment) to the Certificateholders and
the Serviced Companion Loan Noteholders of all amounts held by or on behalf of
the Bond Administrator and Servicer, as the case may be, required under the
Pooling and Servicing Agreement to be so paid on the Distribution Date following
the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the
Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of
the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.

            Unless the Certificate of Authentication on this Certificate has
been executed by the Bond Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose.

            IN WITNESS WHEREOF, the Bond Administrator has caused this Class X-P
Certificate to be duly executed.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Bond Administrator


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


                          Certificate of Authentication
                          -----------------------------

            This is one of the Class X-P Certificates referred to in the Pooling
and Servicing Agreement.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Authenticating Agent


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


<PAGE>


                                   EXHIBIT A-9

                      FORM OF CLASS A-J GLOBAL CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
BOND ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

THIS CLASS A-J CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF
CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.

                        COMM 2005-LP5 COMMERCIAL MORTGAGE
                      PASS-THROUGH CERTIFICATES, CLASS A-J

Class A-J Pass-Through Rate: The lessor        CUSIP: [__________]
of (i) 5.0460% and (ii) the Weighted
Average Net Mortgage Pass-Through Rate         ISIN: [__________]

                                               Common Code: [__________]

Original Aggregate Certificate Balance of      Initial Certificate Balance of
the Class A-J Certificates: $117,014,000       this Certificate: $[__________]

First Distribution Date: May 10, 2005          Cut-off Date: April 1, 2005

Scheduled Final Distribution Date:             No.: A-J-1
April 10, 2015

            This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class A-J Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling and Servicing Agreement and is bound thereby. Also issued under the
Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class
A-SB, Class A-4, Class A-1A, Class X-C, Class X-P, Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class O, Class P, Class GMB-1, Class GMB-2, Class GMB-3, Class GMB-4, Class Q,
Class R and Class LR Certificates (together with the Class A-J Certificates, the
"Certificates"; the Holders of Certificates issued under the Pooling and
Servicing Agreement are collectively referred to herein as
"Certificateholders").

            This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of April 1, 2005 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as Servicer,
Lennar Partners, Inc., as Special Servicer, Wells Fargo Bank, N.A., as Trustee
and LaSalle Bank National Association, as Bond Administrator and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.

            Neither the Trustee nor the Bond Administrator makes any
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans and the Bond
Administrator has executed this Certificate in its limited capacity as Bond
Administrator under the Pooling and Servicing Agreement.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Bond Administrator, or the Paying Agent on behalf of the Bond Administrator,
will distribute (other than the final distribution on any Certificate), on the
tenth day of each month, or if such day is not a Business Day, the Business Day
immediately following such day, commencing in May 2005 (each such date, a
"Distribution Date") an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class A-J Certificates for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement.

            During each Interest Accrual Period (as defined below), interest on
the Class A-J Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.

            All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in May 2005, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Bond
Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of
such final distribution.

            Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall be set
aside and held in trust for the benefit of the appropriate non-tendering
Certificateholders. If any Certificates as to which notice of the Termination
Date has been given pursuant to the Pooling and Servicing Agreement shall not
have been surrendered for cancellation within six months after the time
specified in such notice, the Bond Administrator shall mail a second notice to
the remaining non-tendering Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect
thereto. If within one year after the second notice any Certificate shall not
have been surrendered for cancellation, the Bond Administrator may, directly or
through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds in trust and of contacting such
Certificateholders shall be paid out of such funds. If within two years after
the second notice any Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Bond Administrator all amounts
distributable to the Holders thereof, and the Bond Administrator shall
thereafter hold such amounts for the benefit of such Holders until the earlier
of (i) its termination as Bond Administrator under the Pooling and Servicing
Agreement and the transfer of such amounts to a successor bond administrator and
(ii) the termination of the Trust Fund and distribution of such amounts to the
Residual Certificateholders. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Such funds held by the Bond
Administrator may be invested under certain circumstances, and all income and
gain realized from investment of such funds shall be for the benefit of the Bond
Administrator.

            This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the Collection Account attributable to the Mortgage Loans as
identified on the Trust Ledger, the Serviced Whole Loan Collection Accounts (to
the extent of the Trust Fund's interest therein and specifically excluding any
interest of any Serviced Companion Loan Noteholder therein), the Distribution
Accounts, any Excess Liquidation Proceeds Account (to the extent of the Trust
Fund's interest therein and specifically excluding any interest of any Serviced
Companion Loan Noteholder therein), the Interest Reserve Account, any REO
Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Lower-Tier
Regular Interests; and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to
the related Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee and the Bond Administrator.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Bond Administrator shall
execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Balance. Such Certificates shall
be delivered by the Certificate Registrar in accordance with Article V of the
Pooling and Servicing Agreement.

            Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicer, the Special Servicer, the Trustee, the
Bond Administrator, the Certificate Registrar, any Paying Agent and any agent of
any of them may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Special Servicer, the Trustee, the Bond Administrator, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by
notice or knowledge to the contrary.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) of that Agreement. In connection with any transfer to an
Institutional Accredited Investor, the transferor shall reimburse the Trust Fund
for any costs (including the cost of the Certificate Registrar's counsel's
review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in the Pooling and Servicing
Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a
sum sufficient to cover any tax, expense or other governmental charge payable in
connection with any such transfer.

            The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator without the consent of any of the
Certificateholders or the Serviced Companion Loan Noteholders, (i) to cure any
ambiguity or to correct any error; (ii) to cause the provisions herein to
conform or be consistent with or in furtherance of the statements made in the
Prospectus, the Private Placement Memorandum or the Class GMB Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates or any class of
Serviced Companion Loan Securities by each Rating Agency; and (iv) to amend or
supplement a provision, or to supplement any other provisions to the extent not
inconsistent with the provisions of the Pooling and Servicing Agreement, or any
other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not
consenting thereto, as evidenced in writing by an Opinion of Counsel or, if
solely affecting any Certificateholder or Serviced Companion Loan Noteholder,
confirmation in writing from each Rating Agency then rating any Certificates or
Serviced Companion Loan Securities that such amendment will not result in a
qualification, withdrawal or downgrading of the then-current ratings assigned to
the Certificates or any Serviced Companion Loan Securities, as applicable. In no
event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.

            The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Trustee and the Bond Administrator with the prior written consent
of the Holders of Certificates representing not less than 66-2/3% of the
Percentage Interests of each Class of Certificates affected thereby (including
without limitation the Holders of the Class GMB Certificates, if affected
thereby) and each Serviced Companion Loan Noteholder affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or modifying in any
manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, however, that no such amendment may:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on any Certificate, without the consent of the
                  Holders of Certificates representing all of the Percentage
                  Interests of the Class or Classes affected thereby, or which
                  are required to be distributed to any Serviced Companion Loan
                  Noteholders without the consent of such Serviced Companion
                  Loan Noteholders;

            (ii)  change the percentages of Voting Rights of Holders of
                  Certificates which are required to consent to any action or
                  inaction under the Pooling and Servicing Agreement;

            (iii) alter the Servicing Standard or obligations of the Servicer or
                  the Trustee to make a P&I Advance or a Property Advance,
                  without the consent of the Holders of Certificates
                  representing all of the Percentage Interests of the Class or
                  Classes affected thereby; or

            (iv)  amend any section of the Pooling and Servicing Agreement which
                  relates to the amendment of the Pooling and Servicing
                  Agreement without the consent of the Holders of all
                  Certificates representing all of the Percentage Interests of
                  the Class or Classes affected thereby (including without
                  limitation the holders of the Class GMB Certificates, if
                  affected thereby) and the consent of any affected Serviced
                  Companion Loan Noteholders.

            Further, the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator, at any time and from time to time, without
the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as
a REMIC or the qualification of the Grantor Trust as a Grantor Trust, or to
prevent the imposition of any additional material state or local taxes, at all
times that any Certificates are outstanding; provided, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder or, if applicable, any Serviced
Companion Loan Noteholder.

            The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Servicer, and if the Servicer does not exercise its option, the
Special Servicer, may effect an early termination of the Trust Fund, upon not
less than 30 days' prior Notice of Termination given to the Trustee, the Bond
Administrator, the Special Servicer and the Servicer any time on or after the
Early Termination Notice Date (defined as any date as of which the aggregate
Stated Principal Balance of the Mortgage Loans is less than 1.0% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
all property acquired in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to the greater of:

            (i)   the sum of

                  (A)   100% of the Stated Principal Balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Anticipated Termination Date
                        (less any P&I Advances previously made on account of
                        principal);

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Anticipated Termination Date, as determined by an
                        Independent appraiser acceptable to the Servicer as of a
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on the unpaid balance of
                        each Mortgage Loan (including any Mortgage Loan as to
                        which title to the related Mortgaged Property has been
                        acquired) at the Mortgage Rate to the last day of the
                        month preceding such Anticipated Termination Date (less
                        any P&I Advances previously made on account of
                        interest); and

                  (D)   the aggregate amount of unreimbursed Advances, with
                        interest thereon at the Advance Rate, and unpaid
                        Servicing Compensation, Special Servicing Compensation,
                        Trustee Fees and Trust Fund expenses; and

            (ii)  the aggregate fair market value of the Mortgage Loans, and all
                  other property acquired in respect of any Mortgage Loan in the
                  Trust Fund, on the last day of the month preceding such
                  Anticipated Termination Date, as determined by an Independent
                  appraiser acceptable to the Servicer as of a date not more
                  than 30 days prior to the last day of the month preceding such
                  Distribution Date, together with one month's interest thereon
                  at the Mortgage Rate.

            In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class A-J, Class B,
Class C and Class D Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of its Certificates (other than the Class
Q, Class R and Class LR Certificates), including the Class X-C, Class X-P
Certificates and the Class GMB Certificates, for all of the Mortgage Loans and
each REO Property (or the Trust Fund's beneficial interest in a Mortgaged
Property acquired with respect to a Non-Serviced Mortgage Loan) remaining in the
Trust Fund as contemplated by clause (ii) of Section 9.01(a) and Section 9.01(g)
of the Pooling and Servicing Agreement by giving written notice to all the
parties to the Pooling and Servicing Agreement no later than 60 days prior to
the anticipated date of exchange.

            All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee and the Bond
Administrator shall be entitled to rely conclusively on any determination made
by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.

            The respective obligations and responsibilities of the Servicer, the
Special Servicer, the Depositor, the Trustee and the Bond Administrator created
by the Pooling and Servicing Agreement with respect to the Certificates (other
than the obligations of the Bond Administrator to make certain payments and to
send certain notices to Certificateholders as thereinafter set forth) shall
terminate upon payment (or provision for payment) to the Certificateholders and
the Serviced Companion Loan Noteholders of all amounts held by or on behalf of
the Bond Administrator and Servicer, as the case may be, required under the
Pooling and Servicing Agreement to be so paid on the Distribution Date following
the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the
Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of
the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.

            Unless the Certificate of Authentication on this Certificate has
been executed by the Bond Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose.

            IN WITNESS WHEREOF, the Bond Administrator has caused this Class A-J
Certificate to be duly executed.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Bond Administrator


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


                          Certificate of Authentication
                          -----------------------------

            This is one of the Class A-J Certificates referred to in the Pooling
and Servicing Agreement.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Authenticating Agent


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


<PAGE>


                                  EXHIBIT A-10

                       FORM OF CLASS B GLOBAL CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
BOND ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

THIS CLASS B CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF
CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.

                        COMM 2005-LP5 COMMERCIAL MORTGAGE
                       PASS-THROUGH CERTIFICATES, CLASS B

Class B Pass-Through Rate: The lesser of       CUSIP: [__________]
(i) 5.1050% and (ii) the Weighted Average
Net Mortgage Pass-Through Rate                 ISIN: [__________]

                                               Common Code: [__________]

Original Aggregate Certificate Balance of      Initial Certificate Balance of
the Class B Certificates: $46,806,000          this Certificate: $[__________]

First Distribution Date: May 10, 2005          Cut-off Date: April 1, 2005

Scheduled Final Distribution Date:             No.: B-1
April 10, 2015

            This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class B Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling and Servicing Agreement and is bound thereby. Also issued under the
Pooling and Servicing Agreement are the ClassA-1, Class A-2, Class A-3, Class
A-SB, Class A-4, Class A-1A, Class X-C, Class X-P, Class A-J, Class C, Class D,
Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class O, Class P, Class GMB-1, Class GMB-2, Class GMB-3, Class GMB-4, Class Q,
Class R and Class LR Certificates (together with the Class B Certificates, the
"Certificates"; the Holders of Certificates issued under the Pooling and
Servicing Agreement are collectively referred to herein as
"Certificateholders").

            This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of April 1, 2005 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as Servicer,
Lennar Partners, Inc., as Special Servicer, Wells Fargo Bank, N.A., as Trustee
and LaSalle Bank National Association, as Bond Administrator and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.

            Neither the Trustee nor the Bond Administrator makes any
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans and the Bond
Administrator has executed this Certificate in its limited capacity as Bond
Administrator under the Pooling and Servicing Agreement.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Bond Administrator, or the Paying Agent on behalf of the Bond Administrator,
will distribute (other than the final distribution on any Certificate), on the
tenth day of each month, or if such day is not a Business Day, the Business Day
immediately following such day, commencing in May 2005 (each such date, a
"Distribution Date") an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class B Certificates for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement.

            During each Interest Accrual Period (as defined below), interest on
the Class B Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.

            All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in May 2005, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Bond
Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of
such final distribution.

            Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall be set
aside and held in trust for the benefit of the appropriate non-tendering
Certificateholders. If any Certificates as to which notice of the Termination
Date has been given pursuant to the Pooling and Servicing Agreement shall not
have been surrendered for cancellation within six months after the time
specified in such notice, the Bond Administrator shall mail a second notice to
the remaining non-tendering Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect
thereto. If within one year after the second notice any Certificate shall not
have been surrendered for cancellation, the Bond Administrator may, directly or
through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds in trust and of contacting such
Certificateholders shall be paid out of such funds. If within two years after
the second notice any Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Bond Administrator all amounts
distributable to the Holders thereof, and the Bond Administrator shall
thereafter hold such amounts for the benefit of such Holders until the earlier
of (i) its termination as Bond Administrator under the Pooling and Servicing
Agreement and the transfer of such amounts to a successor bond administrator and
(ii) the termination of the Trust Fund and distribution of such amounts to the
Residual Certificateholders. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Such funds held by the Bond
Administrator may be invested under certain circumstances, and all income and
gain realized from investment of such funds shall be for the benefit of the Bond
Administrator.

            This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the Collection Account attributable to the Mortgage Loans as
identified on the Trust Ledger, the Serviced Whole Loan Collection Accounts (to
the extent of the Trust Fund's interest therein and specifically excluding any
interest of any Serviced Companion Loan Noteholder therein), the Distribution
Accounts, any Excess Liquidation Proceeds Account (to the extent of the Trust
Fund's interest therein and specifically excluding any interest of any Serviced
Companion Loan Noteholder therein), the Interest Reserve Account, any REO
Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Lower-Tier
Regular Interests; and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to
the related Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee and the Bond Administrator.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Bond Administrator shall
execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Balance. Such Certificates shall
be delivered by the Certificate Registrar in accordance with Article V of the
Pooling and Servicing Agreement.

            Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicer, the Special Servicer, the Trustee, the
Bond Administrator, the Certificate Registrar, any Paying Agent and any agent of
any of them may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Special Servicer, the Trustee, the Bond Administrator, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by
notice or knowledge to the contrary.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) of that Agreement. In connection with any transfer to an
Institutional Accredited Investor, the transferor shall reimburse the Trust Fund
for any costs (including the cost of the Certificate Registrar's counsel's
review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in the Pooling and Servicing
Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a
sum sufficient to cover any tax, expense or other governmental charge payable in
connection with any such transfer.

            The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator without the consent of any of the
Certificateholders or the Serviced Companion Loan Noteholders, (i) to cure any
ambiguity or to correct any error; (ii) to cause the provisions herein to
conform or be consistent with or in furtherance of the statements made in the
Prospectus, the Private Placement Memorandum or the Class GMB Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates or any class of
Serviced Companion Loan Securities by each Rating Agency; and (iv) to amend or
supplement a provision, or to supplement any other provisions to the extent not
inconsistent with the provisions of the Pooling and Servicing Agreement, or any
other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not
consenting thereto, as evidenced in writing by an Opinion of Counsel or, if
solely affecting any Certificateholder or Serviced Companion Loan Noteholder,
confirmation in writing from each Rating Agency then rating any Certificates or
Serviced Companion Loan Securities that such amendment will not result in a
qualification, withdrawal or downgrading of the then-current ratings assigned to
the Certificates or any Serviced Companion Loan Securities, as applicable. In no
event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.

            The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Trustee and the Bond Administrator with the prior written consent
of the Holders of Certificates representing not less than 66-2/3% of the
Percentage Interests of each Class of Certificates affected thereby (including
without limitation the Holders of the Class GMB Certificates, if affected
thereby) and each Serviced Companion Loan Noteholder affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or modifying in any
manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, however, that no such amendment may:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on any Certificate, without the consent of the
                  Holders of Certificates representing all of the Percentage
                  Interests of the Class or Classes affected thereby, or which
                  are required to be distributed to any Serviced Companion Loan
                  Noteholders without the consent of such Serviced Companion
                  Loan Noteholders;

            (ii)  change the percentages of Voting Rights of Holders of
                  Certificates which are required to consent to any action or
                  inaction under the Pooling and Servicing Agreement;

            (iii) alter the Servicing Standard or obligations of the Servicer or
                  the Trustee to make a P&I Advance or a Property Advance,
                  without the consent of the Holders of Certificates
                  representing all of the Percentage Interests of the Class or
                  Classes affected thereby; or

            (iv)  amend any section of the Pooling and Servicing Agreement which
                  relates to the amendment of the Pooling and Servicing
                  Agreement without the consent of the Holders of all
                  Certificates representing all of the Percentage Interests of
                  the Class or Classes affected thereby (including without
                  limitation the holders of the Class GMB Certificates, if
                  affected thereby) and the consent of any affected Serviced
                  Companion Loan Noteholders.

            Further, the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator, at any time and from time to time, without
the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as
a REMIC or the qualification of the Grantor Trust as a Grantor Trust, or to
prevent the imposition of any additional material state or local taxes, at all
times that any Certificates are outstanding; provided, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder or, if applicable, any Serviced
Companion Loan Noteholder.

            The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Servicer, and if the Servicer does not exercise its option, the
Special Servicer, may effect an early termination of the Trust Fund, upon not
less than 30 days' prior Notice of Termination given to the Trustee, the Bond
Administrator, the Special Servicer and the Servicer any time on or after the
Early Termination Notice Date (defined as any date as of which the aggregate
Stated Principal Balance of the Mortgage Loans is less than 1.0% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
all property acquired in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to the greater of:

            (i)   the sum of

                  (A)   100% of the Stated Principal Balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Anticipated Termination Date
                        (less any P&I Advances previously made on account of
                        principal);

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Anticipated Termination Date, as determined by an
                        Independent appraiser acceptable to the Servicer as of a
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on the unpaid balance of
                        each Mortgage Loan (including any Mortgage Loan as to
                        which title to the related Mortgaged Property has been
                        acquired) at the Mortgage Rate to the last day of the
                        month preceding such Anticipated Termination Date (less
                        any P&I Advances previously made on account of
                        interest); and

                  (D)   the aggregate amount of unreimbursed Advances, with
                        interest thereon at the Advance Rate, and unpaid
                        Servicing Compensation, Special Servicing Compensation,
                        Trustee Fees and Trust Fund expenses; and

            (ii)  the aggregate fair market value of the Mortgage Loans, and all
                  other property acquired in respect of any Mortgage Loan in the
                  Trust Fund, on the last day of the month preceding such
                  Anticipated Termination Date, as determined by an Independent
                  appraiser acceptable to the Servicer as of a date not more
                  than 30 days prior to the last day of the month preceding such
                  Distribution Date, together with one month's interest thereon
                  at the Mortgage Rate.

            In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class A-J, Class B,
Class C and Class D Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of its Certificates (other than the Class
Q, Class R and Class LR Certificates), including the Class X-C, Class X-P
Certificates and the Class GMB Certificates, for all of the Mortgage Loans and
each REO Property (or the Trust Fund's beneficial interest in a Mortgaged
Property acquired with respect to a Non-Serviced Mortgage Loan) remaining in the
Trust Fund as contemplated by clause (ii) of Section 9.01(a) and Section 9.01(g)
of the Pooling and Servicing Agreement by giving written notice to all the
parties to the Pooling and Servicing Agreement no later than 60 days prior to
the anticipated date of exchange.

            All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee and the Bond
Administrator shall be entitled to rely conclusively on any determination made
by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.

            The respective obligations and responsibilities of the Servicer, the
Special Servicer, the Depositor, the Trustee and the Bond Administrator created
by the Pooling and Servicing Agreement with respect to the Certificates (other
than the obligations of the Bond Administrator to make certain payments and to
send certain notices to Certificateholders as thereinafter set forth) shall
terminate upon payment (or provision for payment) to the Certificateholders and
the Serviced Companion Loan Noteholders of all amounts held by or on behalf of
the Bond Administrator and Servicer, as the case may be, required under the
Pooling and Servicing Agreement to be so paid on the Distribution Date following
the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the
Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of
the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.

            Unless the Certificate of Authentication on this Certificate has
been executed by the Bond Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose.

            IN WITNESS WHEREOF, the Bond Administrator has caused this Class B
Certificate to be duly executed.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Bond Administrator


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


                          Certificate of Authentication
                          -----------------------------

            This is one of the Class B Certificates referred to in the Pooling
and Servicing Agreement.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Authenticating Agent


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


<PAGE>


                                  EXHIBIT A-11

                       FORM OF CLASS C GLOBAL CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
BOND ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

THIS CLASS C CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF
CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.

                        COMM 2005-LP5 COMMERCIAL MORTGAGE
                       PASS-THROUGH CERTIFICATES, CLASS C

Class C Pass-Through Rate: Weighted            CUSIP: [__________]
Average Net Mortgage Pass-Through Rate
minus 0.2440%                                  ISIN: [__________]

                                               Common Code: [__________]

Original Aggregate Certificate Balance of      Initial Certificate Balance of
the Class C Certificates: $14,892,000          this Certificate: $[__________]

First Distribution Date: May 10, 2005          Cut-off Date: April 1, 2005

Scheduled Final Distribution Date:             No.: C-1
April 10, 2015

            This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class C Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling and Servicing Agreement and is bound thereby. Also issued under the
Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class
A-SB, Class A-4, Class A-1A, Class X-C, Class X-P, Class A-J, Class B, Class D,
Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class O, Class P, Class GMB-1, Class GMB-2, Class GMB-3, Class GMB-4, Class Q,
Class R and Class LR Certificates (together with the Class C Certificates, the
"Certificates"; the Holders of Certificates issued under the Pooling and
Servicing Agreement are collectively referred to herein as
"Certificateholders").

            This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of April 1, 2005 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as Servicer,
Lennar Partners, Inc., as Special Servicer, Wells Fargo Bank, N.A., as Trustee
and LaSalle Bank National Association, as Bond Administrator and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.

            Neither the Trustee nor the Bond Administrator makes any
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans and the Bond
Administrator has executed this Certificate in its limited capacity as Bond
Administrator under the Pooling and Servicing Agreement.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Bond Administrator, or the Paying Agent on behalf of the Bond Administrator,
will distribute (other than the final distribution on any Certificate), on the
tenth day of each month, or if such day is not a Business Day, the Business Day
immediately following such day, commencing in May 2005 (each such date, a
"Distribution Date") an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class C Certificates for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement.

            During each Interest Accrual Period (as defined below), interest on
the Class C Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.

            All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in May 2005, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Bond
Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of
such final distribution.

            Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall be set
aside and held in trust for the benefit of the appropriate non-tendering
Certificateholders. If any Certificates as to which notice of the Termination
Date has been given pursuant to the Pooling and Servicing Agreement shall not
have been surrendered for cancellation within six months after the time
specified in such notice, the Bond Administrator shall mail a second notice to
the remaining non-tendering Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect
thereto. If within one year after the second notice any Certificate shall not
have been surrendered for cancellation, the Bond Administrator may, directly or
through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds in trust and of contacting such
Certificateholders shall be paid out of such funds. If within two years after
the second notice any Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Bond Administrator all amounts
distributable to the Holders thereof, and the Bond Administrator shall
thereafter hold such amounts for the benefit of such Holders until the earlier
of (i) its termination as Bond Administrator under the Pooling and Servicing
Agreement and the transfer of such amounts to a successor bond administrator and
(ii) the termination of the Trust Fund and distribution of such amounts to the
Residual Certificateholders. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Such funds held by the Bond
Administrator may be invested under certain circumstances, and all income and
gain realized from investment of such funds shall be for the benefit of the Bond
Administrator.

            This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the Collection Account attributable to the Mortgage Loans as
identified on the Trust Ledger, the Serviced Whole Loan Collection Accounts (to
the extent of the Trust Fund's interest therein and specifically excluding any
interest of any Serviced Companion Loan Noteholder therein), the Distribution
Accounts, any Excess Liquidation Proceeds Account (to the extent of the Trust
Fund's interest therein and specifically excluding any interest of any Serviced
Companion Loan Noteholder therein), the Interest Reserve Account, any REO
Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Lower-Tier
Regular Interests; and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to
the related Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee and the Bond Administrator.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Bond Administrator shall
execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Balance. Such Certificates shall
be delivered by the Certificate Registrar in accordance with Article V of the
Pooling and Servicing Agreement.

            Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicer, the Special Servicer, the Trustee, the
Bond Administrator, the Certificate Registrar, any Paying Agent and any agent of
any of them may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Special Servicer, the Trustee, the Bond Administrator, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by
notice or knowledge to the contrary.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) of that Agreement. In connection with any transfer to an
Institutional Accredited Investor, the transferor shall reimburse the Trust Fund
for any costs (including the cost of the Certificate Registrar's counsel's
review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in the Pooling and Servicing
Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a
sum sufficient to cover any tax, expense or other governmental charge payable in
connection with any such transfer.

            The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator without the consent of any of the
Certificateholders or the Serviced Companion Loan Noteholders, (i) to cure any
ambiguity or to correct any error; (ii) to cause the provisions herein to
conform or be consistent with or in furtherance of the statements made in the
Prospectus, the Private Placement Memorandum or the Class GMB Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates or any class of
Serviced Companion Loan Securities by each Rating Agency; and (iv) to amend or
supplement a provision, or to supplement any other provisions to the extent not
inconsistent with the provisions of the Pooling and Servicing Agreement, or any
other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not
consenting thereto, as evidenced in writing by an Opinion of Counsel or, if
solely affecting any Certificateholder or Serviced Companion Loan Noteholder,
confirmation in writing from each Rating Agency then rating any Certificates or
Serviced Companion Loan Securities that such amendment will not result in a
qualification, withdrawal or downgrading of the then-current ratings assigned to
the Certificates or any Serviced Companion Loan Securities, as applicable. In no
event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.

            The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Trustee and the Bond Administrator with the prior written consent
of the Holders of Certificates representing not less than 66-2/3% of the
Percentage Interests of each Class of Certificates affected thereby (including
without limitation the Holders of the Class GMB Certificates, if affected
thereby) and each Serviced Companion Loan Noteholder affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or modifying in any
manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, however, that no such amendment may:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on any Certificate, without the consent of the
                  Holders of Certificates representing all of the Percentage
                  Interests of the Class or Classes affected thereby, or which
                  are required to be distributed to any Serviced Companion Loan
                  Noteholders without the consent of such Serviced Companion
                  Loan Noteholders;

            (ii)  change the percentages of Voting Rights of Holders of
                  Certificates which are required to consent to any action or
                  inaction under the Pooling and Servicing Agreement;

            (iii) alter the Servicing Standard or obligations of the Servicer or
                  the Trustee to make a P&I Advance or a Property Advance,
                  without the consent of the Holders of Certificates
                  representing all of the Percentage Interests of the Class or
                  Classes affected thereby; or

            (iv)  amend any section of the Pooling and Servicing Agreement which
                  relates to the amendment of the Pooling and Servicing
                  Agreement without the consent of the Holders of all
                  Certificates representing all of the Percentage Interests of
                  the Class or Classes affected thereby (including without
                  limitation the holders of the Class GMB Certificates, if
                  affected thereby) and the consent of any affected Serviced
                  Companion Loan Noteholders.

            Further, the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator, at any time and from time to time, without
the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as
a REMIC or the qualification of the Grantor Trust as a Grantor Trust, or to
prevent the imposition of any additional material state or local taxes, at all
times that any Certificates are outstanding; provided, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder or, if applicable, any Serviced
Companion Loan Noteholder.

            The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Servicer, and if the Servicer does not exercise its option, the
Special Servicer, may effect an early termination of the Trust Fund, upon not
less than 30 days' prior Notice of Termination given to the Trustee, the Bond
Administrator, the Special Servicer and the Servicer any time on or after the
Early Termination Notice Date (defined as any date as of which the aggregate
Stated Principal Balance of the Mortgage Loans is less than 1.0% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
all property acquired in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to the greater of:

            (i)   the sum of

                  (A)   100% of the Stated Principal Balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Anticipated Termination Date
                        (less any P&I Advances previously made on account of
                        principal);

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Anticipated Termination Date, as determined by an
                        Independent appraiser acceptable to the Servicer as of a
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on the unpaid balance of
                        each Mortgage Loan (including any Mortgage Loan as to
                        which title to the related Mortgaged Property has been
                        acquired) at the Mortgage Rate to the last day of the
                        month preceding such Anticipated Termination Date (less
                        any P&I Advances previously made on account of
                        interest); and

                  (D)   the aggregate amount of unreimbursed Advances, with
                        interest thereon at the Advance Rate, and unpaid
                        Servicing Compensation, Special Servicing Compensation,
                        Trustee Fees and Trust Fund expenses; and

            (ii)  the aggregate fair market value of the Mortgage Loans, and all
                  other property acquired in respect of any Mortgage Loan in the
                  Trust Fund, on the last day of the month preceding such
                  Anticipated Termination Date, as determined by an Independent
                  appraiser acceptable to the Servicer as of a date not more
                  than 30 days prior to the last day of the month preceding such
                  Distribution Date, together with one month's interest thereon
                  at the Mortgage Rate.

            In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class A-J, Class B,
Class C and Class D Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of its Certificates (other than the Class
Q, Class R and Class LR Certificates), including the Class X-C, Class X-P
Certificates and the Class GMB Certificates, for all of the Mortgage Loans and
each REO Property (or the Trust Fund's beneficial interest in a Mortgaged
Property acquired with respect to a Non-Serviced Mortgage Loan) remaining in the
Trust Fund as contemplated by clause (ii) of Section 9.01(a) and Section 9.01(g)
of the Pooling and Servicing Agreement by giving written notice to all the
parties to the Pooling and Servicing Agreement no later than 60 days prior to
the anticipated date of exchange.

            All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee and the Bond
Administrator shall be entitled to rely conclusively on any determination made
by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.

            The respective obligations and responsibilities of the Servicer, the
Special Servicer, the Depositor, the Trustee and the Bond Administrator created
by the Pooling and Servicing Agreement with respect to the Certificates (other
than the obligations of the Bond Administrator to make certain payments and to
send certain notices to Certificateholders as thereinafter set forth) shall
terminate upon payment (or provision for payment) to the Certificateholders and
the Serviced Companion Loan Noteholders of all amounts held by or on behalf of
the Bond Administrator and Servicer, as the case may be, required under the
Pooling and Servicing Agreement to be so paid on the Distribution Date following
the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the
Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of
the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.

            Unless the Certificate of Authentication on this Certificate has
been executed by the Bond Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose.

            IN WITNESS WHEREOF, the Bond Administrator has caused this Class C
Certificate to be duly executed.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Bond Administrator


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


                          Certificate of Authentication
                          -----------------------------

            This is one of the Class C Certificates referred to in the Pooling
and Servicing Agreement.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Authenticating Agent


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


<PAGE>


                                  EXHIBIT A-12

                       FORM OF CLASS D GLOBAL CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
BOND ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

THIS CLASS D CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF
CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.

                        COMM 2005-LP5 COMMERCIAL MORTGAGE
                       PASS-THROUGH CERTIFICATES, CLASS D

Class D Pass-Through Rate: Weighted            CUSIP: [__________]
Average Net Mortgage Pass-Through Rate
minus 0.2040%                                  ISIN: [__________]

                                               Common Code: [__________]

Original Aggregate Certificate Balance of      Initial Certificate Balance of
the Class D Certificates: $27,658,000          this Certificate: $[__________]

First Distribution Date: May 10, 2005          Cut-off Date: April 1, 2005

Scheduled Final Distribution Date:             No.: D-1
April 10, 2015

            This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class D Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling and Servicing Agreement and is bound thereby. Also issued under the
Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class
A-SB, Class A-4, Class A-1A, Class X-C, Class X-P, Class A-J, Class B, Class C,
Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class O, Class P, Class GMB-1, Class GMB-2, Class GMB-3, Class GMB-4, Class Q,
Class R and Class LR Certificates (together with the Class D Certificates, the
"Certificates"; the Holders of Certificates issued under the Pooling and
Servicing Agreement are collectively referred to herein as
"Certificateholders").

            This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of April 1, 2005 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as Servicer,
Lennar Partners, Inc., as Special Servicer, Wells Fargo Bank, N.A., as Trustee
and LaSalle Bank National Association, as Bond Administrator and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.

            Neither the Trustee nor the Bond Administrator makes any
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans and the Bond
Administrator has executed this Certificate in its limited capacity as Bond
Administrator under the Pooling and Servicing Agreement.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Bond Administrator, or the Paying Agent on behalf of the Bond Administrator,
will distribute (other than the final distribution on any Certificate), on the
tenth day of each month, or if such day is not a Business Day, the Business Day
immediately following such day, commencing in May 2005 (each such date, a
"Distribution Date") an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class D Certificates for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement.

            During each Interest Accrual Period (as defined below), interest on
the Class D Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.

            All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in May 2005, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Bond
Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of
such final distribution.

            Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall be set
aside and held in trust for the benefit of the appropriate non-tendering
Certificateholders. If any Certificates as to which notice of the Termination
Date has been given pursuant to the Pooling and Servicing Agreement shall not
have been surrendered for cancellation within six months after the time
specified in such notice, the Bond Administrator shall mail a second notice to
the remaining non-tendering Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect
thereto. If within one year after the second notice any Certificate shall not
have been surrendered for cancellation, the Bond Administrator may, directly or
through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds in trust and of contacting such
Certificateholders shall be paid out of such funds. If within two years after
the second notice any Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Bond Administrator all amounts
distributable to the Holders thereof, and the Bond Administrator shall
thereafter hold such amounts for the benefit of such Holders until the earlier
of (i) its termination as Bond Administrator under the Pooling and Servicing
Agreement and the transfer of such amounts to a successor bond administrator and
(ii) the termination of the Trust Fund and distribution of such amounts to the
Residual Certificateholders. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Such funds held by the Bond
Administrator may be invested under certain circumstances, and all income and
gain realized from investment of such funds shall be for the benefit of the Bond
Administrator.

            This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the Collection Account attributable to the Mortgage Loans as
identified on the Trust Ledger, the Serviced Whole Loan Collection Accounts (to
the extent of the Trust Fund's interest therein and specifically excluding any
interest of any Serviced Companion Loan Noteholder therein), the Distribution
Accounts, any Excess Liquidation Proceeds Account (to the extent of the Trust
Fund's interest therein and specifically excluding any interest of any Serviced
Companion Loan Noteholder therein), the Interest Reserve Account, any REO
Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Lower-Tier
Regular Interests; and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to
the related Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee and the Bond Administrator.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Bond Administrator shall
execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Balance. Such Certificates shall
be delivered by the Certificate Registrar in accordance with Article V of the
Pooling and Servicing Agreement.

            Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicer, the Special Servicer, the Trustee, the
Bond Administrator, the Certificate Registrar, any Paying Agent and any agent of
any of them may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Special Servicer, the Trustee, the Bond Administrator, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by
notice or knowledge to the contrary.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) of that Agreement. In connection with any transfer to an
Institutional Accredited Investor, the transferor shall reimburse the Trust Fund
for any costs (including the cost of the Certificate Registrar's counsel's
review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in the Pooling and Servicing
Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a
sum sufficient to cover any tax, expense or other governmental charge payable in
connection with any such transfer.

            The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator without the consent of any of the
Certificateholders or the Serviced Companion Loan Noteholders, (i) to cure any
ambiguity or to correct any error; (ii) to cause the provisions herein to
conform or be consistent with or in furtherance of the statements made in the
Prospectus, the Private Placement Memorandum or the Class GMB Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates or any class of
Serviced Companion Loan Securities by each Rating Agency; and (iv) to amend or
supplement a provision, or to supplement any other provisions to the extent not
inconsistent with the provisions of the Pooling and Servicing Agreement, or any
other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not
consenting thereto, as evidenced in writing by an Opinion of Counsel or, if
solely affecting any Certificateholder or Serviced Companion Loan Noteholder,
confirmation in writing from each Rating Agency then rating any Certificates or
Serviced Companion Loan Securities that such amendment will not result in a
qualification, withdrawal or downgrading of the then-current ratings assigned to
the Certificates or any Serviced Companion Loan Securities, as applicable. In no
event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.

            The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Trustee and the Bond Administrator with the prior written consent
of the Holders of Certificates representing not less than 66-2/3% of the
Percentage Interests of each Class of Certificates affected thereby (including
without limitation the Holders of the Class GMB Certificates, if affected
thereby) and each Serviced Companion Loan Noteholder affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or modifying in any
manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, however, that no such amendment may:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on any Certificate, without the consent of the
                  Holders of Certificates representing all of the Percentage
                  Interests of the Class or Classes affected thereby, or which
                  are required to be distributed to any Serviced Companion Loan
                  Noteholders without the consent of such Serviced Companion
                  Loan Noteholders;

            (ii)  change the percentages of Voting Rights of Holders of
                  Certificates which are required to consent to any action or
                  inaction under the Pooling and Servicing Agreement;

            (iii) alter the Servicing Standard or obligations of the Servicer or
                  the Trustee to make a P&I Advance or a Property Advance,
                  without the consent of the Holders of Certificates
                  representing all of the Percentage Interests of the Class or
                  Classes affected thereby; or

            (iv)  amend any section of the Pooling and Servicing Agreement which
                  relates to the amendment of the Pooling and Servicing
                  Agreement without the consent of the Holders of all
                  Certificates representing all of the Percentage Interests of
                  the Class or Classes affected thereby (including without
                  limitation the holders of the Class GMB Certificates, if
                  affected thereby) and the consent of any affected Serviced
                  Companion Loan Noteholders.

            Further, the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator, at any time and from time to time, without
the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as
a REMIC or the qualification of the Grantor Trust as a Grantor Trust, or to
prevent the imposition of any additional material state or local taxes, at all
times that any Certificates are outstanding; provided, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder or, if applicable, any Serviced
Companion Loan Noteholder.

            The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Servicer, and if the Servicer does not exercise its option, the
Special Servicer, may effect an early termination of the Trust Fund, upon not
less than 30 days' prior Notice of Termination given to the Trustee, the Bond
Administrator, the Special Servicer and the Servicer any time on or after the
Early Termination Notice Date (defined as any date as of which the aggregate
Stated Principal Balance of the Mortgage Loans is less than 1.0% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
all property acquired in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to the greater of:

            (i)   the sum of

                  (A)   100% of the Stated Principal Balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Anticipated Termination Date
                        (less any P&I Advances previously made on account of
                        principal);

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Anticipated Termination Date, as determined by an
                        Independent appraiser acceptable to the Servicer as of a
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on the unpaid balance of
                        each Mortgage Loan (including any Mortgage Loan as to
                        which title to the related Mortgaged Property has been
                        acquired) at the Mortgage Rate to the last day of the
                        month preceding such Anticipated Termination Date (less
                        any P&I Advances previously made on account of
                        interest); and

                  (D)   the aggregate amount of unreimbursed Advances, with
                        interest thereon at the Advance Rate, and unpaid
                        Servicing Compensation, Special Servicing Compensation,
                        Trustee Fees and Trust Fund expenses; and

      (ii)  the aggregate fair market value of the Mortgage Loans, and all other
            property acquired in respect of any Mortgage Loan in the Trust Fund,
            on the last day of the month preceding such Anticipated Termination
            Date, as determined by an Independent appraiser acceptable to the
            Servicer as of a date not more than 30 days prior to the last day of
            the month preceding such Distribution Date, together with one
            month's interest thereon at the Mortgage Rate.

            In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class A-J, Class B,
Class C and Class D Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of its Certificates (other than the Class
Q, Class R and Class LR Certificates), including the Class X-C, Class X-P
Certificates and the Class GMB Certificates, for all of the Mortgage Loans and
each REO Property (or the Trust Fund's beneficial interest in a Mortgaged
Property acquired with respect to a Non-Serviced Mortgage Loan) remaining in the
Trust Fund as contemplated by clause (ii) of Section 9.01(a) and Section 9.01(g)
of the Pooling and Servicing Agreement by giving written notice to all the
parties to the Pooling and Servicing Agreement no later than 60 days prior to
the anticipated date of exchange.

            All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee and the Bond
Administrator shall be entitled to rely conclusively on any determination made
by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.

            The respective obligations and responsibilities of the Servicer, the
Special Servicer, the Depositor, the Trustee and the Bond Administrator created
by the Pooling and Servicing Agreement with respect to the Certificates (other
than the obligations of the Bond Administrator to make certain payments and to
send certain notices to Certificateholders as thereinafter set forth) shall
terminate upon payment (or provision for payment) to the Certificateholders and
the Serviced Companion Loan Noteholders of all amounts held by or on behalf of
the Bond Administrator and Servicer, as the case may be, required under the
Pooling and Servicing Agreement to be so paid on the Distribution Date following
the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the
Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of
the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.

            Unless the Certificate of Authentication on this Certificate has
been executed by the Bond Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose.

            IN WITNESS WHEREOF, the Bond Administrator has caused this Class D
Certificate to be duly executed.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Bond Administrator


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


                          Certificate of Authentication
                          -----------------------------

            This is one of the Class D Certificates referred to in the Pooling
and Servicing Agreement.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Authenticating Agent


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


<PAGE>


                                  EXHIBIT A-13

                                 FORM OF CLASS E
                     [RULE 144A] [REG S] GLOBAL CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE OR FOREIGN
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
1933 ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE 144A ("QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A PERSON
PURCHASING FOR THE ACCOUNT OF ANOTHER QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE 1933 ACT, (4) IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF REGULATION S OR (5) TO A PERSON INVOLVED IN THE
ORGANIZATION OR OPERATION OF THE ISSUER (WITHIN THE MEANING OF RULE 3a-7 UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED) OR AN AFFILIATE OF SUCH A
PERSON, AS DEFINED IN RULE 405 OF THE 1933 ACT, PURCHASING THE CERTIFICATES
BEING SOLD TO IT FOR ITS OWN ACCOUNT AND (B) IN ACCORDANCE WITH ANY OTHER
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES
HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE BOND
ADMINISTRATOR, THE SERVICER AND THE DEPOSITOR AGAINST ANY LIABILITY THAT MAY
RESULT IF THE TRANSFER IS NOT EXEMPT FROM THE 1933 ACT OR IS NOT MADE IN
ACCORDANCE WITH FEDERAL AND STATE LAWS.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
BOND ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.

THIS CLASS E CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF
CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE
CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE
UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.](1)

                        COMM 2005-LP5 COMMERCIAL MORTGAGE
                       PASS-THROUGH CERTIFICATES, CLASS E

Class E Pass-Through Rate: Weighted        CUSIP:
Average Net Mortgage Pass-Through Rate     [_____](2) [_____](1)
minus 1.06%
                                           ISIN:
                                           [_____](2) [_____](1)

                                           Common Code: [_____]

Original Aggregate Certificate Balance of  Initial Certificate Balance of this
the Class E Certificates: $21,275,000      Certificate: [$__________](2) [$0](1)

First Distribution Date: May 10, 2005      Cut-off Date: April 1, 2005

Scheduled Final Distribution Date:         No.: E-1
April 10, 2015

            This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class E Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling and Servicing Agreement and is bound thereby. Also issued under the
Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class
A-SB, Class A-4, Class A-1A, Class X-C, Class X-P, Class A-J, Class B, Class C,
Class D, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class O, Class P, Class GMB-1, Class GMB-2, Class GMB-3, Class GMB-4, Class Q,
Class R and Class LR Certificates (together with the Class E Certificates, the
"Certificates"; the Holders of Certificates issued under the Pooling and
Servicing Agreement are collectively referred to herein as
"Certificateholders").

            This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of April 1, 2005 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as Servicer,
Lennar Partners, Inc., as Special Servicer, Wells Fargo Bank, N.A., as Trustee
and LaSalle Bank National Association, as Bond Administrator and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.

            Neither the Trustee nor the Bond Administrator makes any
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans and the Bond
Administrator has executed this Certificate in its limited capacity as Bond
Administrator under the Pooling and Servicing Agreement.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Bond Administrator, or the Paying Agent on behalf of the Bond Administrator,
will distribute (other than the final distribution on any Certificate), on the
tenth day of each month, or if such day is not a Business Day, the Business Day
immediately following such day, commencing in May 2005 (each such date, a
"Distribution Date") an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class E Certificates for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement.

            During each Interest Accrual Period (as defined below), interest on
the Class E Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.

            All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in May 2005, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Bond
Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of
such final distribution.

            Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall be set
aside and held in trust for the benefit of the appropriate non-tendering
Certificateholders. If any Certificates as to which notice of the Termination
Date has been given pursuant to the Pooling and Servicing Agreement shall not
have been surrendered for cancellation within six months after the time
specified in such notice, the Bond Administrator shall mail a second notice to
the remaining non-tendering Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect
thereto. If within one year after the second notice any Certificate shall not
have been surrendered for cancellation, the Bond Administrator may, directly or
through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds in trust and of contacting such
Certificateholders shall be paid out of such funds. If within two years after
the second notice any Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Bond Administrator all amounts
distributable to the Holders thereof, and the Bond Administrator shall
thereafter hold such amounts for the benefit of such Holders until the earlier
of (i) its termination as Bond Administrator under the Pooling and Servicing
Agreement and the transfer of such amounts to a successor bond administrator and
(ii) the termination of the Trust Fund and distribution of such amounts to the
Residual Certificateholders. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Such funds held by the Bond
Administrator may be invested under certain circumstances, and all income and
gain realized from investment of such funds shall be for the benefit of the Bond
Administrator.

            This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the Collection Account attributable to the Mortgage Loans as
identified on the Trust Ledger, the Serviced Whole Loan Collection Accounts (to
the extent of the Trust Fund's interest therein and specifically excluding any
interest of any Serviced Companion Loan Noteholder therein), the Distribution
Accounts, any Excess Liquidation Proceeds Account (to the extent of the Trust
Fund's interest therein and specifically excluding any interest of any Serviced
Companion Loan Noteholder therein), the Interest Reserve Account, any REO
Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Lower-Tier
Regular Interests; and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to
the related Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee and the Bond Administrator.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Bond Administrator shall
execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Balance. Such Certificates shall
be delivered by the Certificate Registrar in accordance with Article V of the
Pooling and Servicing Agreement.

            Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicer, the Special Servicer, the Trustee, the
Bond Administrator, the Certificate Registrar, any Paying Agent and any agent of
any of them may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Special Servicer, the Trustee, the Bond Administrator, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by
notice or knowledge to the contrary.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) of that Agreement. In connection with any transfer to an
Institutional Accredited Investor, the transferor shall reimburse the Trust Fund
for any costs (including the cost of the Certificate Registrar's counsel's
review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in the Pooling and Servicing
Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a
sum sufficient to cover any tax, expense or other governmental charge payable in
connection with any such transfer.

            The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator without the consent of any of the
Certificateholders or the Serviced Companion Loan Noteholders, (i) to cure any
ambiguity or to correct any error; (ii) to cause the provisions herein to
conform or be consistent with or in furtherance of the statements made in the
Prospectus, the Private Placement Memorandum or the Class GMB Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates or any class of
Serviced Companion Loan Securities by each Rating Agency; and (iv) to amend or
supplement a provision, or to supplement any other provisions to the extent not
inconsistent with the provisions of the Pooling and Servicing Agreement, or any
other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not
consenting thereto, as evidenced in writing by an Opinion of Counsel or, if
solely affecting any Certificateholder or Serviced Companion Loan Noteholder,
confirmation in writing from each Rating Agency then rating any Certificates or
Serviced Companion Loan Securities that such amendment will not result in a
qualification, withdrawal or downgrading of the then-current ratings assigned to
the Certificates or any Serviced Companion Loan Securities, as applicable. In no
event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.

            The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Trustee and the Bond Administrator with the prior written consent
of the Holders of Certificates representing not less than 66-2/3% of the
Percentage Interests of each Class of Certificates affected thereby (including
without limitation the Holders of the Class GMB Certificates, if affected
thereby) and each Serviced Companion Loan Noteholder affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or modifying in any
manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, however, that no such amendment may:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on any Certificate, without the consent of the
                  Holders of Certificates representing all of the Percentage
                  Interests of the Class or Classes affected thereby, or which
                  are required to be distributed to any Serviced Companion Loan
                  Noteholders without the consent of such Serviced Companion
                  Loan Noteholders;

            (ii)  change the percentages of Voting Rights of Holders of
                  Certificates which are required to consent to any action or
                  inaction under the Pooling and Servicing Agreement;

            (iii) alter the Servicing Standard or obligations of the Servicer or
                  the Trustee to make a P&I Advance or a Property Advance,
                  without the consent of the Holders of Certificates
                  representing all of the Percentage Interests of the Class or
                  Classes affected thereby; or

            (iv)  amend any section of the Pooling and Servicing Agreement which
                  relates to the amendment of the Pooling and Servicing
                  Agreement without the consent of the Holders of all
                  Certificates representing all of the Percentage Interests of
                  the Class or Classes affected thereby (including without
                  limitation the holders of the Class GMB Certificates, if
                  affected thereby) and the consent of any affected Serviced
                  Companion Loan Noteholders.

            Further, the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator, at any time and from time to time, without
the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as
a REMIC or the qualification of the Grantor Trust as a Grantor Trust, or to
prevent the imposition of any additional material state or local taxes, at all
times that any Certificates are outstanding; provided, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder or, if applicable, any Serviced
Companion Loan Noteholder.

            The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Servicer, and if the Servicer does not exercise its option, the
Special Servicer, may effect an early termination of the Trust Fund, upon not
less than 30 days' prior Notice of Termination given to the Trustee, the Bond
Administrator, the Special Servicer and the Servicer any time on or after the
Early Termination Notice Date (defined as any date as of which the aggregate
Stated Principal Balance of the Mortgage Loans is less than 1.0% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
all property acquired in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to the greater of:

            (i)   the sum of

                  (A)   100% of the Stated Principal Balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Anticipated Termination Date
                        (less any P&I Advances previously made on account of
                        principal);

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Anticipated Termination Date, as determined by an
                        Independent appraiser acceptable to the Servicer as of a
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on the unpaid balance of
                        each Mortgage Loan (including any Mortgage Loan as to
                        which title to the related Mortgaged Property has been
                        acquired) at the Mortgage Rate to the last day of the
                        month preceding such Anticipated Termination Date (less
                        any P&I Advances previously made on account of
                        interest); and

                  (D)   the aggregate amount of unreimbursed Advances, with
                        interest thereon at the Advance Rate, and unpaid
                        Servicing Compensation, Special Servicing Compensation,
                        Trustee Fees and Trust Fund expenses; and

            (ii)  the aggregate fair market value of the Mortgage Loans, and all
                  other property acquired in respect of any Mortgage Loan in the
                  Trust Fund, on the last day of the month preceding such
                  Anticipated Termination Date, as determined by an Independent
                  appraiser acceptable to the Servicer as of a date not more
                  than 30 days prior to the last day of the month preceding such
                  Distribution Date, together with one month's interest thereon
                  at the Mortgage Rate.

            In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class A-J, Class B,
Class C and Class D Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of its Certificates (other than the Class
Q, Class R and Class LR Certificates), including the Class X-C, Class X-P
Certificates and the Class GMB Certificates, for all of the Mortgage Loans and
each REO Property (or the Trust Fund's beneficial interest in a Mortgaged
Property acquired with respect to a Non-Serviced Mortgage Loan) remaining in the
Trust Fund as contemplated by clause (ii) of Section 9.01(a) and Section 9.01(g)
of the Pooling and Servicing Agreement by giving written notice to all the
parties to the Pooling and Servicing Agreement no later than 60 days prior to
the anticipated date of exchange.

            All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee and the Bond
Administrator shall be entitled to rely conclusively on any determination made
by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.

            The respective obligations and responsibilities of the Servicer, the
Special Servicer, the Depositor, the Trustee and the Bond Administrator created
by the Pooling and Servicing Agreement with respect to the Certificates (other
than the obligations of the Bond Administrator to make certain payments and to
send certain notices to Certificateholders as thereinafter set forth) shall
terminate upon payment (or provision for payment) to the Certificateholders and
the Serviced Companion Loan Noteholders of all amounts held by or on behalf of
the Bond Administrator and Servicer, as the case may be, required under the
Pooling and Servicing Agreement to be so paid on the Distribution Date following
the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the
Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of
the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.

            Unless the Certificate of Authentication on this Certificate has
been executed by the Bond Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose.

            IN WITNESS WHEREOF, the Bond Administrator has caused this Class E
Certificate to be duly executed.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Bond Administrator


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


                          Certificate of Authentication
                          -----------------------------

            This is one of the Class E Certificates referred to in the Pooling
and Servicing Agreement.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Authenticating Agent


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer

                                     Class E
                                   Schedule A

                                            Remaining Certificate
            Certificate Balance             Balance of this           Notation
Date        Exchanged or Transferred        Certificate               Made By
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----------

(1) For Reg S Global Certificates only.

(2) For Rule 144A Global Certificates only.


<PAGE>


                                  EXHIBIT A-14

                                 FORM OF CLASS F
                     [RULE 144A] [REG S] GLOBAL CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE OR FOREIGN
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
1933 ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE 144A ("QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A PERSON
PURCHASING FOR THE ACCOUNT OF ANOTHER QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE 1933 ACT, (4) IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF REGULATION S OR (5) TO A PERSON INVOLVED IN THE
ORGANIZATION OR OPERATION OF THE ISSUER (WITHIN THE MEANING OF RULE 3a-7 UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED) OR AN AFFILIATE OF SUCH A
PERSON, AS DEFINED IN RULE 405 OF THE 1933 ACT, PURCHASING THE CERTIFICATES
BEING SOLD TO IT FOR ITS OWN ACCOUNT AND (B) IN ACCORDANCE WITH ANY OTHER
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES
HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE BOND
ADMINISTRATOR, THE SERVICER AND THE DEPOSITOR AGAINST ANY LIABILITY THAT MAY
RESULT IF THE TRANSFER IS NOT EXEMPT FROM THE 1933 ACT OR IS NOT MADE IN
ACCORDANCE WITH FEDERAL AND STATE LAWS.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
BOND ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
THEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.

THIS CLASS F CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF
CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE
CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE
UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.](1)

                        COMM 2005-LP5 COMMERCIAL MORTGAGE
                       PASS-THROUGH CERTIFICATES, CLASS F

Class F Pass-Through Rate: Weighted        CUSIP:
Average Net Mortgage Pass-Through Rate     [_____](2) [_____](1)

                                           ISIN:
                                           [_____](2) [_____](1)

                                           Common Code: [_____]

Original Aggregate Certificate Balance of  Initial Certificate Balance of this
the Class F Certificates: $23,403,000      Certificate: [$__________](2) [$0](1)


First Distribution Date: May 10, 2005      Cut-off Date: April 1, 2005

Scheduled Final Distribution Date:         No.: F-1
May 10, 2015

            This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class F Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling and Servicing Agreement and is bound thereby. Also issued under the
Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class
A-SB, Class A-4, Class A-1A, Class X-C, Class X-P, Class A-J, Class B, Class C,
Class D, Class E, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class O, Class P, Class GMB-1, Class GMB-2, Class GMB-3, Class GMB-4, Class Q,
Class R and Class LR Certificates (together with the Class F Certificates, the
"Certificates"; the Holders of Certificates issued under the Pooling and
Servicing Agreement are collectively referred to herein as
"Certificateholders").

            This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of April 1, 2005 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as Servicer,
Lennar Partners, Inc., as Special Servicer, Wells Fargo Bank, N.A., as Trustee
and LaSalle Bank National Association, as Bond Administrator and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.

            Neither the Trustee nor the Bond Administrator makes any
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans and the Bond
Administrator has executed this Certificate in its limited capacity as Bond
Administrator under the Pooling and Servicing Agreement.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Bond Administrator, or the Paying Agent on behalf of the Bond Administrator,
will distribute (other than the final distribution on any Certificate), on the
tenth day of each month, or if such day is not a Business Day, the Business Day
immediately following such day, commencing in May 2005 (each such date, a
"Distribution Date") an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class F Certificates for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement.

            During each Interest Accrual Period (as defined below), interest on
the Class F Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.

            All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in May 2005, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Bond
Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of
such final distribution.

            Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall be set
aside and held in trust for the benefit of the appropriate non-tendering
Certificateholders. If any Certificates as to which notice of the Termination
Date has been given pursuant to the Pooling and Servicing Agreement shall not
have been surrendered for cancellation within six months after the time
specified in such notice, the Bond Administrator shall mail a second notice to
the remaining non-tendering Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect
thereto. If within one year after the second notice any Certificate shall not
have been surrendered for cancellation, the Bond Administrator may, directly or
through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds in trust and of contacting such
Certificateholders shall be paid out of such funds. If within two years after
the second notice any Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Bond Administrator all amounts
distributable to the Holders thereof, and the Bond Administrator shall
thereafter hold such amounts for the benefit of such Holders until the earlier
of (i) its termination as Bond Administrator under the Pooling and Servicing
Agreement and the transfer of such amounts to a successor bond administrator and
(ii) the termination of the Trust Fund and distribution of such amounts to the
Residual Certificateholders. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Such funds held by the Bond
Administrator may be invested under certain circumstances, and all income and
gain realized from investment of such funds shall be for the benefit of the Bond
Administrator.

            This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the Collection Account attributable to the Mortgage Loans as
identified on the Trust Ledger, the Serviced Whole Loan Collection Accounts (to
the extent of the Trust Fund's interest therein and specifically excluding any
interest of any Serviced Companion Loan Noteholder therein), the Distribution
Accounts, any Excess Liquidation Proceeds Account (to the extent of the Trust
Fund's interest therein and specifically excluding any interest of any Serviced
Companion Loan Noteholder therein), the Interest Reserve Account, any REO
Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Lower-Tier
Regular Interests; and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to
the related Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee and the Bond Administrator.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Bond Administrator shall
execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Balance. Such Certificates shall
be delivered by the Certificate Registrar in accordance with Article V of the
Pooling and Servicing Agreement.

            Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicer, the Special Servicer, the Trustee, the
Bond Administrator, the Certificate Registrar, any Paying Agent and any agent of
any of them may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Special Servicer, the Trustee, the Bond Administrator, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by
notice or knowledge to the contrary.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) of that Agreement. In connection with any transfer to an
Institutional Accredited Investor, the transferor shall reimburse the Trust Fund
for any costs (including the cost of the Certificate Registrar's counsel's
review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in the Pooling and Servicing
Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a
sum sufficient to cover any tax, expense or other governmental charge payable in
connection with any such transfer.

            The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator without the consent of any of the
Certificateholders or the Serviced Companion Loan Noteholders, (i) to cure any
ambiguity or to correct any error; (ii) to cause the provisions herein to
conform or be consistent with or in furtherance of the statements made in the
Prospectus, the Private Placement Memorandum or the Class GMB Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates or any class of
Serviced Companion Loan Securities by each Rating Agency; and (iv) to amend or
supplement a provision, or to supplement any other provisions to the extent not
inconsistent with the provisions of the Pooling and Servicing Agreement, or any
other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not
consenting thereto, as evidenced in writing by an Opinion of Counsel or, if
solely affecting any Certificateholder or Serviced Companion Loan Noteholder,
confirmation in writing from each Rating Agency then rating any Certificates or
Serviced Companion Loan Securities that such amendment will not result in a
qualification, withdrawal or downgrading of the then-current ratings assigned to
the Certificates or any Serviced Companion Loan Securities, as applicable. In no
event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.

            The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Trustee and the Bond Administrator with the prior written consent
of the Holders of Certificates representing not less than 66-2/3% of the
Percentage Interests of each Class of Certificates affected thereby (including
without limitation the Holders of the Class GMB Certificates, if affected
thereby) and each Serviced Companion Loan Noteholder affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or modifying in any
manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, however, that no such amendment may:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on any Certificate, without the consent of the
                  Holders of Certificates representing all of the Percentage
                  Interests of the Class or Classes affected thereby, or which
                  are required to be distributed to any Serviced Companion Loan
                  Noteholders without the consent of such Serviced Companion
                  Loan Noteholders;

            (ii)  change the percentages of Voting Rights of Holders of
                  Certificates which are required to consent to any action or
                  inaction under the Pooling and Servicing Agreement;

            (iii) alter the Servicing Standard or obligations of the Servicer or
                  the Trustee to make a P&I Advance or a Property Advance,
                  without the consent of the Holders of Certificates
                  representing all of the Percentage Interests of the Class or
                  Classes affected thereby; or

            (iv)  amend any section of the Pooling and Servicing Agreement which
                  relates to the amendment of the Pooling and Servicing
                  Agreement without the consent of the Holders of all
                  Certificates representing all of the Percentage Interests of
                  the Class or Classes affected thereby (including without
                  limitation the holders of the Class GMB Certificates, if
                  affected thereby) and the consent of any affected Serviced
                  Companion Loan Noteholders.

            Further, the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator, at any time and from time to time, without
the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as
a REMIC or the qualification of the Grantor Trust as a Grantor Trust, or to
prevent the imposition of any additional material state or local taxes, at all
times that any Certificates are outstanding; provided, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder or, if applicable, any Serviced
Companion Loan Noteholder.

            The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Servicer, and if the Servicer does not exercise its option, the
Special Servicer, may effect an early termination of the Trust Fund, upon not
less than 30 days' prior Notice of Termination given to the Trustee, the Bond
Administrator, the Special Servicer and the Servicer any time on or after the
Early Termination Notice Date (defined as any date as of which the aggregate
Stated Principal Balance of the Mortgage Loans is less than 1.0% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
all property acquired in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to the greater of:

            (i)   the sum of

                  (A)   100% of the Stated Principal Balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Anticipated Termination Date
                        (less any P&I Advances previously made on account of
                        principal);

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Anticipated Termination Date, as determined by an
                        Independent appraiser acceptable to the Servicer as of a
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on the unpaid balance of
                        each Mortgage Loan (including any Mortgage Loan as to
                        which title to the related Mortgaged Property has been
                        acquired) at the Mortgage Rate to the last day of the
                        month preceding such Anticipated Termination Date (less
                        any P&I Advances previously made on account of
                        interest); and

                  (D)   the aggregate amount of unreimbursed Advances, with
                        interest thereon at the Advance Rate, and unpaid
                        Servicing Compensation, Special Servicing Compensation,
                        Trustee Fees and Trust Fund expenses; and

            (ii)  the aggregate fair market value of the Mortgage Loans, and all
                  other property acquired in respect of any Mortgage Loan in the
                  Trust Fund, on the last day of the month preceding such
                  Anticipated Termination Date, as determined by an Independent
                  appraiser acceptable to the Servicer as of a date not more
                  than 30 days prior to the last day of the month preceding such
                  Distribution Date, together with one month's interest thereon
                  at the Mortgage Rate.

            In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class A-J, Class B,
Class C and Class D Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of its Certificates (other than the Class
Q, Class R and Class LR Certificates), including the Class X-C, Class X-P
Certificates and the Class GMB Certificates, for all of the Mortgage Loans and
each REO Property (or the Trust Fund's beneficial interest in a Mortgaged
Property acquired with respect to a Non-Serviced Mortgage Loan) remaining in the
Trust Fund as contemplated by clause (ii) of Section 9.01(a) and Section 9.01(g)
of the Pooling and Servicing Agreement by giving written notice to all the
parties to the Pooling and Servicing Agreement no later than 60 days prior to
the anticipated date of exchange.

            All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee and the Bond
Administrator shall be entitled to rely conclusively on any determination made
by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.

            The respective obligations and responsibilities of the Servicer, the
Special Servicer, the Depositor, the Trustee and the Bond Administrator created
by the Pooling and Servicing Agreement with respect to the Certificates (other
than the obligations of the Bond Administrator to make certain payments and to
send certain notices to Certificateholders as thereinafter set forth) shall
terminate upon payment (or provision for payment) to the Certificateholders and
the Serviced Companion Loan Noteholders of all amounts held by or on behalf of
the Bond Administrator and Servicer, as the case may be, required under the
Pooling and Servicing Agreement to be so paid on the Distribution Date following
the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the
Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of
the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.

            Unless the Certificate of Authentication on this Certificate has
been executed by the Bond Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose.

            IN WITNESS WHEREOF, the Bond Administrator has caused this Class F
Certificate to be duly executed.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Bond Administrator


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


                          Certificate of Authentication
                          -----------------------------

            This is one of the Class F Certificates referred to in the Pooling
and Servicing Agreement.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Authenticating Agent


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer

                                     Class F
                                   Schedule A

                                            Remaining Certificate
            Certificate Balance             Balance of this           Notation
Date        Exchanged or Transferred        Certificate               Made By
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(1) For Reg S Global Certificates only.

(2) For Rule 144A Global Certificates only.


<PAGE>


                                  EXHIBIT A-15

                                 FORM OF CLASS G
                     [RULE 144A] [REG S] GLOBAL CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE OR FOREIGN
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
1933 ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE 144A ("QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A PERSON
PURCHASING FOR THE ACCOUNT OF ANOTHER QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE 1933 ACT, (4) IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF REGULATION S OR (5) TO A PERSON INVOLVED IN THE
ORGANIZATION OR OPERATION OF THE ISSUER (WITHIN THE MEANING OF RULE 3a-7 UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED) OR AN AFFILIATE OF SUCH A
PERSON, AS DEFINED IN RULE 405 OF THE 1933 ACT, PURCHASING THE CERTIFICATES
BEING SOLD TO IT FOR ITS OWN ACCOUNT AND (B) IN ACCORDANCE WITH ANY OTHER
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES
HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE BOND
ADMINISTRATOR, THE SERVICER AND THE DEPOSITOR AGAINST ANY LIABILITY THAT MAY
RESULT IF THE TRANSFER IS NOT EXEMPT FROM THE 1933 ACT OR IS NOT MADE IN
ACCORDANCE WITH FEDERAL AND STATE LAWS.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
BOND ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
THEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.

THIS CLASS G CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF
CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE
CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE
UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.](1)

                        COMM 2005-LP5 COMMERCIAL MORTGAGE
                       PASS-THROUGH CERTIFICATES, CLASS G

Class G Pass-Through Rate: Weighted         CUSIP:
Average Net Mortgage Pass-Through Rate      [_______](2) [_______](1)

                                            ISIN:
                                            [_______](2) [_______](1)

                                            Common Code: [_______]

Original Aggregate Certificate Balance of   Initial Certificate Balance of this
the Class G Certificates: $14,893,000       Certificate: [$_________](2) [$0](1)

First Distribution Date: May 10, 2005       Cut-off Date: April 1, 2005

Scheduled Final Distribution Date:          No.: G-1
May 10, 2015

            This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class GCertificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling and Servicing Agreement and is bound thereby. Also issued under the
Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class
A-SB, Class A-4, Class A-1A, Class X-C, Class X-P, Class A-J, Class B, Class C,
Class D, Class E, Class F, Class H, Class J, Class K, Class L, Class M, Class N,
Class O, Class P, Class GMB-1, Class GMB-2, Class GMB-3, Class GMB-4, Class Q,
Class R and Class LR Certificates (together with the Class G Certificates, the
"Certificates"; the Holders of Certificates issued under the Pooling and
Servicing Agreement are collectively referred to herein as
"Certificateholders").

            This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of April 1, 2005 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as Servicer,
Lennar Partners, Inc., as Special Servicer, Wells Fargo Bank, N.A., as Trustee
and LaSalle Bank National Association, as Bond Administrator and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.

            Neither the Trustee nor the Bond Administrator makes any
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans and the Bond
Administrator has executed this Certificate in its limited capacity as Bond
Administrator under the Pooling and Servicing Agreement.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Bond Administrator, or the Paying Agent on behalf of the Bond Administrator,
will distribute (other than the final distribution on any Certificate), on the
tenth day of each month, or if such day is not a Business Day, the Business Day
immediately following such day, commencing in May 2005 (each such date, a
"Distribution Date") an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class G Certificates for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement.

            During each Interest Accrual Period (as defined below), interest on
the Class G Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.

            All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in May 2005, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Bond
Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of
such final distribution.

            Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall be set
aside and held in trust for the benefit of the appropriate non-tendering
Certificateholders. If any Certificates as to which notice of the Termination
Date has been given pursuant to the Pooling and Servicing Agreement shall not
have been surrendered for cancellation within six months after the time
specified in such notice, the Bond Administrator shall mail a second notice to
the remaining non-tendering Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect
thereto. If within one year after the second notice any Certificate shall not
have been surrendered for cancellation, the Bond Administrator may, directly or
through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds in trust and of contacting such
Certificateholders shall be paid out of such funds. If within two years after
the second notice any Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Bond Administrator all amounts
distributable to the Holders thereof, and the Bond Administrator shall
thereafter hold such amounts for the benefit of such Holders until the earlier
of (i) its termination as Bond Administrator under the Pooling and Servicing
Agreement and the transfer of such amounts to a successor bond administrator and
(ii) the termination of the Trust Fund and distribution of such amounts to the
Residual Certificateholders. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Such funds held by the Bond
Administrator may be invested under certain circumstances, and all income and
gain realized from investment of such funds shall be for the benefit of the Bond
Administrator.

            This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the Collection Account attributable to the Mortgage Loans as
identified on the Trust Ledger, the Serviced Whole Loan Collection Accounts (to
the extent of the Trust Fund's interest therein and specifically excluding any
interest of any Serviced Companion Loan Noteholder therein), the Distribution
Accounts, any Excess Liquidation Proceeds Account (to the extent of the Trust
Fund's interest therein and specifically excluding any interest of any Serviced
Companion Loan Noteholder therein), the Interest Reserve Account, any REO
Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Lower-Tier
Regular Interests; and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to
the related Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee and the Bond Administrator.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Bond Administrator shall
execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Balance. Such Certificates shall
be delivered by the Certificate Registrar in accordance with Article V of the
Pooling and Servicing Agreement.

            Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicer, the Special Servicer, the Trustee, the
Bond Administrator, the Certificate Registrar, any Paying Agent and any agent of
any of them may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Special Servicer, the Trustee, the Bond Administrator, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by
notice or knowledge to the contrary.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) of that Agreement. In connection with any transfer to an
Institutional Accredited Investor, the transferor shall reimburse the Trust Fund
for any costs (including the cost of the Certificate Registrar's counsel's
review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in the Pooling and Servicing
Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a
sum sufficient to cover any tax, expense or other governmental charge payable in
connection with any such transfer.

            The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator without the consent of any of the
Certificateholders or the Serviced Companion Loan Noteholders, (i) to cure any
ambiguity or to correct any error; (ii) to cause the provisions herein to
conform or be consistent with or in furtherance of the statements made in the
Prospectus, the Private Placement Memorandum or the Class GMB Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates or any class of
Serviced Companion Loan Securities by each Rating Agency; and (iv) to amend or
supplement a provision, or to supplement any other provisions to the extent not
inconsistent with the provisions of the Pooling and Servicing Agreement, or any
other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not
consenting thereto, as evidenced in writing by an Opinion of Counsel or, if
solely affecting any Certificateholder or Serviced Companion Loan Noteholder,
confirmation in writing from each Rating Agency then rating any Certificates or
Serviced Companion Loan Securities that such amendment will not result in a
qualification, withdrawal or downgrading of the then-current ratings assigned to
the Certificates or any Serviced Companion Loan Securities, as applicable. In no
event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.

            The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Trustee and the Bond Administrator with the prior written consent
of the Holders of Certificates representing not less than 66-2/3% of the
Percentage Interests of each Class of Certificates affected thereby (including
without limitation the Holders of the Class GMB Certificates, if affected
thereby) and each Serviced Companion Loan Noteholder affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or modifying in any
manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, however, that no such amendment may:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on any Certificate, without the consent of the
                  Holders of Certificates representing all of the Percentage
                  Interests of the Class or Classes affected thereby, or which
                  are required to be distributed to any Serviced Companion Loan
                  Noteholders without the consent of such Serviced Companion
                  Loan Noteholders;

            (ii)  change the percentages of Voting Rights of Holders of
                  Certificates which are required to consent to any action or
                  inaction under the Pooling and Servicing Agreement;

            (iii) alter the Servicing Standard or obligations of the Servicer or
                  the Trustee to make a P&I Advance or a Property Advance,
                  without the consent of the Holders of Certificates
                  representing all of the Percentage Interests of the Class or
                  Classes affected thereby; or

            (iv)  amend any section of the Pooling and Servicing Agreement which
                  relates to the amendment of the Pooling and Servicing
                  Agreement without the consent of the Holders of all
                  Certificates representing all of the Percentage Interests of
                  the Class or Classes affected thereby (including without
                  limitation the holders of the Class GMB Certificates, if
                  affected thereby) and the consent of any affected Serviced
                  Companion Loan Noteholders.

            Further, the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator, at any time and from time to time, without
the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as
a REMIC or the qualification of the Grantor Trust as a Grantor Trust, or to
prevent the imposition of any additional material state or local taxes, at all
times that any Certificates are outstanding; provided, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder or, if applicable, any Serviced
Companion Loan Noteholder.

            The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Servicer, and if the Servicer does not exercise its option, the
Special Servicer, may effect an early termination of the Trust Fund, upon not
less than 30 days' prior Notice of Termination given to the Trustee, the Bond
Administrator, the Special Servicer and the Servicer any time on or after the
Early Termination Notice Date (defined as any date as of which the aggregate
Stated Principal Balance of the Mortgage Loans is less than 1.0% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
all property acquired in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to the greater of:

            (i)   the sum of

                  (A)   100% of the Stated Principal Balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Anticipated Termination Date
                        (less any P&I Advances previously made on account of
                        principal);

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Anticipated Termination Date, as determined by an
                        Independent appraiser acceptable to the Servicer as of a
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on the unpaid balance of
                        each Mortgage Loan (including any Mortgage Loan as to
                        which title to the related Mortgaged Property has been
                        acquired) at the Mortgage Rate to the last day of the
                        month preceding such Anticipated Termination Date (less
                        any P&I Advances previously made on account of
                        interest); and

                  (D)   the aggregate amount of unreimbursed Advances, with
                        interest thereon at the Advance Rate, and unpaid
                        Servicing Compensation, Special Servicing Compensation,
                        Trustee Fees and Trust Fund expenses; and

            (ii)  the aggregate fair market value of the Mortgage Loans, and all
                  other property acquired in respect of any Mortgage Loan in the
                  Trust Fund, on the last day of the month preceding such
                  Anticipated Termination Date, as determined by an Independent
                  appraiser acceptable to the Servicer as of a date not more
                  than 30 days prior to the last day of the month preceding such
                  Distribution Date, together with one month's interest thereon
                  at the Mortgage Rate.

            In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class A-J, Class B,
Class C and Class D Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of its Certificates (other than the Class
Q, Class R and Class LR Certificates), including the Class X-C, Class X-P
Certificates and the Class GMB Certificates, for all of the Mortgage Loans and
each REO Property (or the Trust Fund's beneficial interest in a Mortgaged
Property acquired with respect to a Non-Serviced Mortgage Loan) remaining in the
Trust Fund as contemplated by clause (ii) of Section 9.01(a) and Section 9.01(g)
of the Pooling and Servicing Agreement by giving written notice to all the
parties to the Pooling and Servicing Agreement no later than 60 days prior to
the anticipated date of exchange.

            All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee and the Bond
Administrator shall be entitled to rely conclusively on any determination made
by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.

            The respective obligations and responsibilities of the Servicer, the
Special Servicer, the Depositor, the Trustee and the Bond Administrator created
by the Pooling and Servicing Agreement with respect to the Certificates (other
than the obligations of the Bond Administrator to make certain payments and to
send certain notices to Certificateholders as thereinafter set forth) shall
terminate upon payment (or provision for payment) to the Certificateholders and
the Serviced Companion Loan Noteholders of all amounts held by or on behalf of
the Bond Administrator and Servicer, as the case may be, required under the
Pooling and Servicing Agreement to be so paid on the Distribution Date following
the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the
Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of
the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.

            Unless the Certificate of Authentication on this Certificate has
been executed by the Bond Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose.

            IN WITNESS WHEREOF, the Bond Administrator has caused this Class G
Certificate to be duly executed.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Bond Administrator


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


                          Certificate of Authentication
                          -----------------------------

            This is one of the Class G Certificates referred to in the Pooling
and Servicing Agreement.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Authenticating Agent


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer

                                     Class G
                                   Schedule A

                                            Remaining Certificate
            Certificate Balance             Balance of this           Notation
Date        Exchanged or Transferred        Certificate               Made By
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(1) For Reg S Global Certificates only.

(2) For Rule 144A Global Certificates only.


<PAGE>


                                  EXHIBIT A-16

                                 FORM OF CLASS H
                     [RULE 144A] [REG S] GLOBAL CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE OR FOREIGN
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
1933 ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE 144A ("QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A PERSON
PURCHASING FOR THE ACCOUNT OF ANOTHER QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE 1933 ACT, (4) IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF REGULATION S OR (5) TO A PERSON INVOLVED IN THE
ORGANIZATION OR OPERATION OF THE ISSUER (WITHIN THE MEANING OF RULE 3a-7 UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED) OR AN AFFILIATE OF SUCH A
PERSON, AS DEFINED IN RULE 405 OF THE 1933 ACT, PURCHASING THE CERTIFICATES
BEING SOLD TO IT FOR ITS OWN ACCOUNT AND (B) IN ACCORDANCE WITH ANY OTHER
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES
HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE BOND
ADMINISTRATOR, THE SERVICER AND THE DEPOSITOR AGAINST ANY LIABILITY THAT MAY
RESULT IF THE TRANSFER IS NOT EXEMPT FROM THE 1933 ACT OR IS NOT MADE IN
ACCORDANCE WITH FEDERAL AND STATE LAWS.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
BOND ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
THEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.

THIS CLASS H CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF
CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE
CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE
UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.](1)

                        COMM 2005-LP5 COMMERCIAL MORTGAGE
                       PASS-THROUGH CERTIFICATES, CLASS H

Class H Pass-Through Rate: Weighted        CUSIP:
Average Net Mortgage Pass-Through Rate     [_______](2) [_______](1)

                                           ISIN:
                                           [_______](2) [_______](1)

                                           Common Code: [_______]

Original Aggregate Certificate Balance of  Initial Certificate Balance of this
the Class H Certificates: $17,020,000      Certificate:  [__________](2) [$0](1)

First Distribution Date: May 10, 2005      Cut-off Date: April 1, 2005

Scheduled Final Distribution Date:         No.: H-1
May 10, 2015

            This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class H Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling and Servicing Agreement and is bound thereby. Also issued under the
Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class
A-SB, Class A-4, Class A-1A, Class X-C, Class X-P, Class A-J, Class B, Class C,
Class D, Class E, Class F, Class G, Class J, Class K, Class L, Class M, Class N,
Class O, Class P, Class GMB-1, Class GMB-2, Class GMB-3, Class GMB-4, Class Q,
Class R and Class LR Certificates (together with the Class H Certificates, the
"Certificates"; the Holders of Certificates issued under the Pooling and
Servicing Agreement are collectively referred to herein as
"Certificateholders").

            This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of April 1, 2005 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as Servicer,
Lennar Partners, Inc., as Special Servicer, Wells Fargo Bank, N.A., as Trustee
and LaSalle Bank National Association, as Bond Administrator and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.

            Neither the Trustee nor the Bond Administrator makes any
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans and the Bond
Administrator has executed this Certificate in its limited capacity as Bond
Administrator under the Pooling and Servicing Agreement.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Bond Administrator, or the Paying Agent on behalf of the Bond Administrator,
will distribute (other than the final distribution on any Certificate), on the
tenth day of each month, or if such day is not a Business Day, the Business Day
immediately following such day, commencing in May 2005 (each such date, a
"Distribution Date") an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class H Certificates for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement.

            During each Interest Accrual Period (as defined below), interest on
the Class H Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.

            All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in May 2005, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Bond
Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of
such final distribution.

            Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall be set
aside and held in trust for the benefit of the appropriate non-tendering
Certificateholders. If any Certificates as to which notice of the Termination
Date has been given pursuant to the Pooling and Servicing Agreement shall not
have been surrendered for cancellation within six months after the time
specified in such notice, the Bond Administrator shall mail a second notice to
the remaining non-tendering Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect
thereto. If within one year after the second notice any Certificate shall not
have been surrendered for cancellation, the Bond Administrator may, directly or
through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds in trust and of contacting such
Certificateholders shall be paid out of such funds. If within two years after
the second notice any Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Bond Administrator all amounts
distributable to the Holders thereof, and the Bond Administrator shall
thereafter hold such amounts for the benefit of such Holders until the earlier
of (i) its termination as Bond Administrator under the Pooling and Servicing
Agreement and the transfer of such amounts to a successor bond administrator and
(ii) the termination of the Trust Fund and distribution of such amounts to the
Residual Certificateholders. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Such funds held by the Bond
Administrator may be invested under certain circumstances, and all income and
gain realized from investment of such funds shall be for the benefit of the Bond
Administrator.

            This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the Collection Account attributable to the Mortgage Loans as
identified on the Trust Ledger, the Serviced Whole Loan Collection Accounts (to
the extent of the Trust Fund's interest therein and specifically excluding any
interest of any Serviced Companion Loan Noteholder therein), the Distribution
Accounts, any Excess Liquidation Proceeds Account (to the extent of the Trust
Fund's interest therein and specifically excluding any interest of any Serviced
Companion Loan Noteholder therein), the Interest Reserve Account, any REO
Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Lower-Tier
Regular Interests; and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to
the related Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee and the Bond Administrator.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Bond Administrator shall
execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Balance. Such Certificates shall
be delivered by the Certificate Registrar in accordance with Article V of the
Pooling and Servicing Agreement.

            Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicer, the Special Servicer, the Trustee, the
Bond Administrator, the Certificate Registrar, any Paying Agent and any agent of
any of them may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Special Servicer, the Trustee, the Bond Administrator, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by
notice or knowledge to the contrary.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) of that Agreement. In connection with any transfer to an
Institutional Accredited Investor, the transferor shall reimburse the Trust Fund
for any costs (including the cost of the Certificate Registrar's counsel's
review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in the Pooling and Servicing
Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a
sum sufficient to cover any tax, expense or other governmental charge payable in
connection with any such transfer.

            The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator without the consent of any of the
Certificateholders or the Serviced Companion Loan Noteholders, (i) to cure any
ambiguity or to correct any error; (ii) to cause the provisions herein to
conform or be consistent with or in furtherance of the statements made in the
Prospectus, the Private Placement Memorandum or the Class GMB Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates or any class of
Serviced Companion Loan Securities by each Rating Agency; and (iv) to amend or
supplement a provision, or to supplement any other provisions to the extent not
inconsistent with the provisions of the Pooling and Servicing Agreement, or any
other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not
consenting thereto, as evidenced in writing by an Opinion of Counsel or, if
solely affecting any Certificateholder or Serviced Companion Loan Noteholder,
confirmation in writing from each Rating Agency then rating any Certificates or
Serviced Companion Loan Securities that such amendment will not result in a
qualification, withdrawal or downgrading of the then-current ratings assigned to
the Certificates or any Serviced Companion Loan Securities, as applicable. In no
event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.

            The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Trustee and the Bond Administrator with the prior written consent
of the Holders of Certificates representing not less than 66-2/3% of the
Percentage Interests of each Class of Certificates affected thereby (including
without limitation the Holders of the Class GMB Certificates, if affected
thereby) and each Serviced Companion Loan Noteholder affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or modifying in any
manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, however, that no such amendment may:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on any Certificate, without the consent of the
                  Holders of Certificates representing all of the Percentage
                  Interests of the Class or Classes affected thereby, or which
                  are required to be distributed to any Serviced Companion Loan
                  Noteholders without the consent of such Serviced Companion
                  Loan Noteholders;

            (ii)  change the percentages of Voting Rights of Holders of
                  Certificates which are required to consent to any action or
                  inaction under the Pooling and Servicing Agreement;

            (iii) alter the Servicing Standard or obligations of the Servicer or
                  the Trustee to make a P&I Advance or a Property Advance,
                  without the consent of the Holders of Certificates
                  representing all of the Percentage Interests of the Class or
                  Classes affected thereby; or

            (iv)  amend any section of the Pooling and Servicing Agreement which
                  relates to the amendment of the Pooling and Servicing
                  Agreement without the consent of the Holders of all
                  Certificates representing all of the Percentage Interests of
                  the Class or Classes affected thereby (including without
                  limitation the holders of the Class GMB Certificates, if
                  affected thereby) and the consent of any affected Serviced
                  Companion Loan Noteholders.

            Further, the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator, at any time and from time to time, without
the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as
a REMIC or the qualification of the Grantor Trust as a Grantor Trust, or to
prevent the imposition of any additional material state or local taxes, at all
times that any Certificates are outstanding; provided, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder or, if applicable, any Serviced
Companion Loan Noteholder.

            The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Servicer, and if the Servicer does not exercise its option, the
Special Servicer, may effect an early termination of the Trust Fund, upon not
less than 30 days' prior Notice of Termination given to the Trustee, the Bond
Administrator, the Special Servicer and the Servicer any time on or after the
Early Termination Notice Date (defined as any date as of which the aggregate
Stated Principal Balance of the Mortgage Loans is less than 1.0% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
all property acquired in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to the greater of:

            (i)   the sum of

                  (A)   100% of the Stated Principal Balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Anticipated Termination Date
                        (less any P&I Advances previously made on account of
                        principal);

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Anticipated Termination Date, as determined by an
                        Independent appraiser acceptable to the Servicer as of a
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on the unpaid balance of
                        each Mortgage Loan (including any Mortgage Loan as to
                        which title to the related Mortgaged Property has been
                        acquired) at the Mortgage Rate to the last day of the
                        month preceding such Anticipated Termination Date (less
                        any P&I Advances previously made on account of
                        interest); and

                  (D)   the aggregate amount of unreimbursed Advances, with
                        interest thereon at the Advance Rate, and unpaid
                        Servicing Compensation, Special Servicing Compensation,
                        Trustee Fees and Trust Fund expenses; and

            (ii)  the aggregate fair market value of the Mortgage Loans, and all
                  other property acquired in respect of any Mortgage Loan in the
                  Trust Fund, on the last day of the month preceding such
                  Anticipated Termination Date, as determined by an Independent
                  appraiser acceptable to the Servicer as of a date not more
                  than 30 days prior to the last day of the month preceding such
                  Distribution Date, together with one month's interest thereon
                  at the Mortgage Rate.

            In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class A-J, Class B,
Class C and Class D Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of its Certificates (other than the Class
Q, Class R and Class LR Certificates), including the Class X-C, Class X-P
Certificates and the Class GMB Certificates, for all of the Mortgage Loans and
each REO Property (or the Trust Fund's beneficial interest in a Mortgaged
Property acquired with respect to a Non-Serviced Mortgage Loan) remaining in the
Trust Fund as contemplated by clause (ii) of Section 9.01(a) and Section 9.01(g)
of the Pooling and Servicing Agreement by giving written notice to all the
parties to the Pooling and Servicing Agreement no later than 60 days prior to
the anticipated date of exchange.

            All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee and the Bond
Administrator shall be entitled to rely conclusively on any determination made
by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.

            The respective obligations and responsibilities of the Servicer, the
Special Servicer, the Depositor, the Trustee and the Bond Administrator created
by the Pooling and Servicing Agreement with respect to the Certificates (other
than the obligations of the Bond Administrator to make certain payments and to
send certain notices to Certificateholders as thereinafter set forth) shall
terminate upon payment (or provision for payment) to the Certificateholders and
the Serviced Companion Loan Noteholders of all amounts held by or on behalf of
the Bond Administrator and Servicer, as the case may be, required under the
Pooling and Servicing Agreement to be so paid on the Distribution Date following
the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the
Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of
the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.

            Unless the Certificate of Authentication on this Certificate has
been executed by the Bond Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose.

            IN WITNESS WHEREOF, the Bond Administrator has caused this Class H
Certificate to be duly executed.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Bond Administrator


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


                          Certificate of Authentication
                          -----------------------------

            This is one of the Class H Certificates referred to in the Pooling
and Servicing Agreement.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Authenticating Agent


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer

                                     Class H
                                   Schedule A

                                            Remaining Certificate
            Certificate Balance             Balance of this           Notation
Date        Exchanged or Transferred        Certificate               Made By
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----------

(1) For Reg S Global Certificates only.

(2) For Rule 144A Global Certificates only.


<PAGE>


                                  EXHIBIT A-17

                                 FORM OF CLASS J
                     [RULE 144A] [REG S] GLOBAL CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE OR FOREIGN
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
1933 ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE 144A ("QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A PERSON
PURCHASING FOR THE ACCOUNT OF ANOTHER QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE 1933 ACT, (4) IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF REGULATION S OR (5) TO A PERSON INVOLVED IN THE
ORGANIZATION OR OPERATION OF THE ISSUER (WITHIN THE MEANING OF RULE 3a-7 UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED) OR AN AFFILIATE OF SUCH A
PERSON, AS DEFINED IN RULE 405 OF THE 1933 ACT, PURCHASING THE CERTIFICATES
BEING SOLD TO IT FOR ITS OWN ACCOUNT AND (B) IN ACCORDANCE WITH ANY OTHER
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES
HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE BOND
ADMINISTRATOR, THE SERVICER AND THE DEPOSITOR AGAINST ANY LIABILITY THAT MAY
RESULT IF THE TRANSFER IS NOT EXEMPT FROM THE 1933 ACT OR IS NOT MADE IN
ACCORDANCE WITH FEDERAL AND STATE LAWS.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
BOND ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
THEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.

THIS CLASS J CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF
CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS (A) AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO 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, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH, A "PLAN"), OR (B) A COLLECTIVE INVESTMENT
FUND IN WHICH SUCH PLANS ARE INVESTED, AN INSURANCE COMPANY USING ASSETS OF
SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH
ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR
OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH
PLAN OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT
UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH
CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF SECTION 406 AND 407 OF ERISA, AND SECTION 4975 OF THE
CODE UNDER SECTIONS I AND III OF PTCE 95-60 OR A SUBSTANTIALLY SIMILAR EXEMPTION
UNDER SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN
CERTIFICATED FORM SHALL BE REQUIRED EITHER (i) TO DELIVER A LETTER IN THE FORM
ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (ii) IN THE
EVENT THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH
ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS' CERTIFICATES OR
AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE
DEPOSITOR, THE BOND ADMINISTRATOR AND THE CERTIFICATE REGISTRAR, TO THE EFFECT
THAT THE PURCHASE AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL
NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE
MEANING OF SECTION 406 OR 407 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT
SUBJECT THE SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE TRUSTEE, THE BOND
ADMINISTRATOR OR THE CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY. THE
TRANSFEREE OF A BENEFICIAL INTEREST IN A "GLOBAL CERTIFICATE" THAT IS A
"RESTRICTED CERTIFICATE" (EACH AS DEFINED IN THE POOLING AND SERVICING
AGREEMENT) SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING
ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST,
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH
CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF SECTION 406 AND 407 OF ERISA, AND SECTION 4975 OF THE
CODE UNDER SECTIONS I AND III OF PTCE 95-60, OR A SUBSTANTIALLY SIMILAR
EXEMPTION UNDER SIMILAR LAW.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE
CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE
UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.](1)

                        COMM 2005-LP5 COMMERCIAL MORTGAGE
                       PASS-THROUGH CERTIFICATES, CLASS J

Class J Pass-Through Rate:  The lesser of   CUSIP:
(i) 4.7310% and (ii) the Weighted Average   [_______](2) [_______](1)
Net Mortgage Pass-Through Rate

                                            ISIN:
                                            [_______](2) [_______](1)

                                            Common Code: [_______]

Original Aggregate Certificate Balance of   Initial Certificate Balance of this
the Class J Certificates: $12,765,000       Certificate: [$_________](2) [$0](1)

First Distribution Date: May 10, 2005       Cut-off Date: April 1, 2005

Scheduled Final Distribution Date:          No.: J-1
August 10, 2015

            This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class J Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling and Servicing Agreement and is bound thereby. Also issued under the
Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class
A-SB, Class A-4, Class A-1A, Class X-C, Class X-P, Class A-J, Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class K, Class L, Class M, Class N,
Class O, Class P, Class GMB-1, Class GMB-2, Class GMB-3, Class GMB-4, Class Q,
Class R and Class LR Certificates (together with the Class J Certificates, the
"Certificates"; the Holders of Certificates issued under the Pooling and
Servicing Agreement are collectively referred to herein as
"Certificateholders").

            This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of April 1, 2005 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as Servicer,
Lennar Partners, Inc., as Special Servicer, Wells Fargo Bank, N.A., as Trustee
and LaSalle Bank National Association, as Bond Administrator and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.

            Neither the Trustee nor the Bond Administrator makes any
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans and the Bond
Administrator has executed this Certificate in its limited capacity as Bond
Administrator under the Pooling and Servicing Agreement.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Bond Administrator, or the Paying Agent on behalf of the Bond Administrator,
will distribute (other than the final distribution on any Certificate), on the
tenth day of each month, or if such day is not a Business Day, the Business Day
immediately following such day, commencing in May 2005 (each such date, a
"Distribution Date") an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class J Certificates for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement.

            During each Interest Accrual Period (as defined below), interest on
the Class J Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.

            All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in May 2005, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Bond
Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of
such final distribution.

            Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall be set
aside and held in trust for the benefit of the appropriate non-tendering
Certificateholders. If any Certificates as to which notice of the Termination
Date has been given pursuant to the Pooling and Servicing Agreement shall not
have been surrendered for cancellation within six months after the time
specified in such notice, the Bond Administrator shall mail a second notice to
the remaining non-tendering Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect
thereto. If within one year after the second notice any Certificate shall not
have been surrendered for cancellation, the Bond Administrator may, directly or
through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds in trust and of contacting such
Certificateholders shall be paid out of such funds. If within two years after
the second notice any Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Bond Administrator all amounts
distributable to the Holders thereof, and the Bond Administrator shall
thereafter hold such amounts for the benefit of such Holders until the earlier
of (i) its termination as Bond Administrator under the Pooling and Servicing
Agreement and the transfer of such amounts to a successor bond administrator and
(ii) the termination of the Trust Fund and distribution of such amounts to the
Residual Certificateholders. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Such funds held by the Bond
Administrator may be invested under certain circumstances, and all income and
gain realized from investment of such funds shall be for the benefit of the Bond
Administrator.

            This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the Collection Account attributable to the Mortgage Loans as
identified on the Trust Ledger, the Serviced Whole Loan Collection Accounts (to
the extent of the Trust Fund's interest therein and specifically excluding any
interest of any Serviced Companion Loan Noteholder therein), the Distribution
Accounts, any Excess Liquidation Proceeds Account (to the extent of the Trust
Fund's interest therein and specifically excluding any interest of any Serviced
Companion Loan Noteholder therein), the Interest Reserve Account, any REO
Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Lower-Tier
Regular Interests; and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to
the related Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee and the Bond Administrator.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Bond Administrator shall
execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Balance. Such Certificates shall
be delivered by the Certificate Registrar in accordance with Article V of the
Pooling and Servicing Agreement.

            Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicer, the Special Servicer, the Trustee, the
Bond Administrator, the Certificate Registrar, any Paying Agent and any agent of
any of them may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Special Servicer, the Trustee, the Bond Administrator, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by
notice or knowledge to the contrary.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) of that Agreement. In connection with any transfer to an
Institutional Accredited Investor, the transferor shall reimburse the Trust Fund
for any costs (including the cost of the Certificate Registrar's counsel's
review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in the Pooling and Servicing
Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a
sum sufficient to cover any tax, expense or other governmental charge payable in
connection with any such transfer.

            The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator without the consent of any of the
Certificateholders or the Serviced Companion Loan Noteholders, (i) to cure any
ambiguity or to correct any error; (ii) to cause the provisions herein to
conform or be consistent with or in furtherance of the statements made in the
Prospectus, the Private Placement Memorandum or the Class GMB Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates or any class of
Serviced Companion Loan Securities by each Rating Agency; and (iv) to amend or
supplement a provision, or to supplement any other provisions to the extent not
inconsistent with the provisions of the Pooling and Servicing Agreement, or any
other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not
consenting thereto, as evidenced in writing by an Opinion of Counsel or, if
solely affecting any Certificateholder or Serviced Companion Loan Noteholder,
confirmation in writing from each Rating Agency then rating any Certificates or
Serviced Companion Loan Securities that such amendment will not result in a
qualification, withdrawal or downgrading of the then-current ratings assigned to
the Certificates or any Serviced Companion Loan Securities, as applicable. In no
event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.

            The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Trustee and the Bond Administrator with the prior written consent
of the Holders of Certificates representing not less than 66-2/3% of the
Percentage Interests of each Class of Certificates affected thereby (including
without limitation the Holders of the Class GMB Certificates, if affected
thereby) and each Serviced Companion Loan Noteholder affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or modifying in any
manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, however, that no such amendment may:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on any Certificate, without the consent of the
                  Holders of Certificates representing all of the Percentage
                  Interests of the Class or Classes affected thereby, or which
                  are required to be distributed to any Serviced Companion Loan
                  Noteholders without the consent of such Serviced Companion
                  Loan Noteholders;

            (ii)  change the percentages of Voting Rights of Holders of
                  Certificates which are required to consent to any action or
                  inaction under the Pooling and Servicing Agreement;

            (iii) alter the Servicing Standard or obligations of the Servicer or
                  the Trustee to make a P&I Advance or a Property Advance,
                  without the consent of the Holders of Certificates
                  representing all of the Percentage Interests of the Class or
                  Classes affected thereby; or

            (iv)  amend any section of the Pooling and Servicing Agreement which
                  relates to the amendment of the Pooling and Servicing
                  Agreement without the consent of the Holders of all
                  Certificates representing all of the Percentage Interests of
                  the Class or Classes affected thereby (including without
                  limitation the holders of the Class GMB Certificates, if
                  affected thereby) and the consent of any affected Serviced
                  Companion Loan Noteholders.

            Further, the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator, at any time and from time to time, without
the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as
a REMIC or the qualification of the Grantor Trust as a Grantor Trust, or to
prevent the imposition of any additional material state or local taxes, at all
times that any Certificates are outstanding; provided, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder or, if applicable, any Serviced
Companion Loan Noteholder.

            The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Servicer, and if the Servicer does not exercise its option, the
Special Servicer, may effect an early termination of the Trust Fund, upon not
less than 30 days' prior Notice of Termination given to the Trustee, the Bond
Administrator, the Special Servicer and the Servicer any time on or after the
Early Termination Notice Date (defined as any date as of which the aggregate
Stated Principal Balance of the Mortgage Loans is less than 1.0% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
all property acquired in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to the greater of:

            (i)   the sum of

                  (A)   100% of the Stated Principal Balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Anticipated Termination Date
                        (less any P&I Advances previously made on account of
                        principal);

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Anticipated Termination Date, as determined by an
                        Independent appraiser acceptable to the Servicer as of a
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on the unpaid balance of
                        each Mortgage Loan (including any Mortgage Loan as to
                        which title to the related Mortgaged Property has been
                        acquired) at the Mortgage Rate to the last day of the
                        month preceding such Anticipated Termination Date (less
                        any P&I Advances previously made on account of
                        interest); and

                  (D)   the aggregate amount of unreimbursed Advances, with
                        interest thereon at the Advance Rate, and unpaid
                        Servicing Compensation, Special Servicing Compensation,
                        Trustee Fees and Trust Fund expenses; and

            (ii)  the aggregate fair market value of the Mortgage Loans, and all
                  other property acquired in respect of any Mortgage Loan in the
                  Trust Fund, on the last day of the month preceding such
                  Anticipated Termination Date, as determined by an Independent
                  appraiser acceptable to the Servicer as of a date not more
                  than 30 days prior to the last day of the month preceding such
                  Distribution Date, together with one month's interest thereon
                  at the Mortgage Rate.

            In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class A-J, Class B,
Class C and Class D Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of its Certificates (other than the Class
Q, Class R and Class LR Certificates), including the Class X-C, Class X-P
Certificates and the Class GMB Certificates, for all of the Mortgage Loans and
each REO Property (or the Trust Fund's beneficial interest in a Mortgaged
Property acquired with respect to a Non-Serviced Mortgage Loan) remaining in the
Trust Fund as contemplated by clause (ii) of Section 9.01(a) and Section 9.01(g)
of the Pooling and Servicing Agreement by giving written notice to all the
parties to the Pooling and Servicing Agreement no later than 60 days prior to
the anticipated date of exchange.

            All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee and the Bond
Administrator shall be entitled to rely conclusively on any determination made
by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.

            The respective obligations and responsibilities of the Servicer, the
Special Servicer, the Depositor, the Trustee and the Bond Administrator created
by the Pooling and Servicing Agreement with respect to the Certificates (other
than the obligations of the Bond Administrator to make certain payments and to
send certain notices to Certificateholders as thereinafter set forth) shall
terminate upon payment (or provision for payment) to the Certificateholders and
the Serviced Companion Loan Noteholders of all amounts held by or on behalf of
the Bond Administrator and Servicer, as the case may be, required under the
Pooling and Servicing Agreement to be so paid on the Distribution Date following
the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the
Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of
the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.

            Unless the Certificate of Authentication on this Certificate has
been executed by the Bond Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose.

            IN WITNESS WHEREOF, the Bond Administrator has caused this Class J
Certificate to be duly executed.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Bond Administrator


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


                          Certificate of Authentication
                          -----------------------------

            This is one of the Class J Certificates referred to in the Pooling
and Servicing Agreement.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Authenticating Agent


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer

                                     Class J
                                   Schedule A

                                            Remaining Certificate
            Certificate Balance             Balance of this           Notation
Date        Exchanged or Transferred        Certificate               Made By
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----------

(1) For Reg S Global Certificates only.

(2) For Rule 144A Global Certificates only.


<PAGE>


                                  EXHIBIT A-18

                                 FORM OF CLASS K
                     [RULE 144A] [REG S] GLOBAL CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE OR FOREIGN
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
1933 ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE 144A ("QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A PERSON
PURCHASING FOR THE ACCOUNT OF ANOTHER QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE 1933 ACT, (4) IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF REGULATION S OR (5) TO A PERSON INVOLVED IN THE
ORGANIZATION OR OPERATION OF THE ISSUER (WITHIN THE MEANING OF RULE 3a-7 UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED) OR AN AFFILIATE OF SUCH A
PERSON, AS DEFINED IN RULE 405 OF THE 1933 ACT, PURCHASING THE CERTIFICATES
BEING SOLD TO IT FOR ITS OWN ACCOUNT AND (B) IN ACCORDANCE WITH ANY OTHER
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES
HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE BOND
ADMINISTRATOR, THE SERVICER AND THE DEPOSITOR AGAINST ANY LIABILITY THAT MAY
RESULT IF THE TRANSFER IS NOT EXEMPT FROM THE 1933 ACT OR IS NOT MADE IN
ACCORDANCE WITH FEDERAL AND STATE LAWS.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
BOND ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
THEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.

THIS CLASS K CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF
CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS (A) AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO 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, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH, A "PLAN"), OR (B) A COLLECTIVE INVESTMENT
FUND IN WHICH SUCH PLANS ARE INVESTED, AN INSURANCE COMPANY USING ASSETS OF
SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH
ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR
OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH
PLAN OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT
UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH
CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF SECTION 406 AND 407 OF ERISA, AND SECTION 4975 OF THE
CODE UNDER SECTIONS I AND III OF PTCE 95-60 OR A SUBSTANTIALLY SIMILAR EXEMPTION
UNDER SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN
CERTIFICATED FORM SHALL BE REQUIRED EITHER (i) TO DELIVER A LETTER IN THE FORM
ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (ii) IN THE
EVENT THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH
ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS' CERTIFICATES OR
AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE
DEPOSITOR, THE BOND ADMINISTRATOR AND THE CERTIFICATE REGISTRAR, TO THE EFFECT
THAT THE PURCHASE AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL
NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE
MEANING OF SECTION 406 OR 407 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT
SUBJECT THE SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE TRUSTEE, THE BOND
ADMINISTRATOR OR THE CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY. THE
TRANSFEREE OF A BENEFICIAL INTEREST IN A "GLOBAL CERTIFICATE" THAT IS A
"RESTRICTED CERTIFICATE" (EACH AS DEFINED IN THE POOLING AND SERVICING
AGREEMENT) SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING
ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST,
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH
CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF SECTION 406 AND 407 OF ERISA, AND SECTION 4975 OF THE
CODE UNDER SECTIONS I AND III OF PTCE 95-60, OR A SUBSTANTIALLY SIMILAR
EXEMPTION UNDER SIMILAR LAW.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE
CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE
UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.](1)

                        COMM 2005-LP5 COMMERCIAL MORTGAGE
                       PASS-THROUGH CERTIFICATES, CLASS K

Class K Pass-Through Rate: The lesser of    CUSIP:
(i) 4.7310% and (ii) the Weighted Average   [_______](2) [_______](1)
Net Mortgage Pass-Through Rate
                                            ISIN:
                                            [_______](2) [_______](1)

                                            Common Code: [_______]

Original Aggregate Certificate Balance of   Initial Certificate Balance of this
the Class K Certificates: $6,383,000        Certificate: [$_________](2) [$0](1)

First Distribution Date: May 10, 2005       Cut-off Date: April 1, 2005

Scheduled Final Distribution Date:          No.: K-1
July 10, 2017

            This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class K Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling and Servicing Agreement and is bound thereby. Also issued under the
Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class
A-SB, Class A-4, Class A-1A, Class X-C, Class X-P, Class A-J, Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class J, Class L, Class M, Class N,
Class O, Class P, Class GMB-1, Class GMB-2, Class GMB-3, Class GMB-4, Class Q,
Class R and Class LR Certificates (together with the Class K Certificates, the
"Certificates"; the Holders of Certificates issued under the Pooling and
Servicing Agreement are collectively referred to herein as
"Certificateholders").

            This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of April 1, 2005 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as Servicer,
Lennar Partners, Inc., as Special Servicer, Wells Fargo Bank, N.A., as Trustee
and LaSalle Bank National Association, as Bond Administrator and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.

            Neither the Trustee nor the Bond Administrator makes any
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans and the Bond
Administrator has executed this Certificate in its limited capacity as Bond
Administrator under the Pooling and Servicing Agreement.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Bond Administrator, or the Paying Agent on behalf of the Bond Administrator,
will distribute (other than the final distribution on any Certificate), on the
tenth day of each month, or if such day is not a Business Day, the Business Day
immediately following such day, commencing in May 2005 (each such date, a
"Distribution Date") an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class K Certificates for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement.

            During each Interest Accrual Period (as defined below), interest on
the Class K Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.

            All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in May 2005, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Bond
Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of
such final distribution.

            Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall be set
aside and held in trust for the benefit of the appropriate non-tendering
Certificateholders. If any Certificates as to which notice of the Termination
Date has been given pursuant to the Pooling and Servicing Agreement shall not
have been surrendered for cancellation within six months after the time
specified in such notice, the Bond Administrator shall mail a second notice to
the remaining non-tendering Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect
thereto. If within one year after the second notice any Certificate shall not
have been surrendered for cancellation, the Bond Administrator may, directly or
through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds in trust and of contacting such
Certificateholders shall be paid out of such funds. If within two years after
the second notice any Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Bond Administrator all amounts
distributable to the Holders thereof, and the Bond Administrator shall
thereafter hold such amounts for the benefit of such Holders until the earlier
of (i) its termination as Bond Administrator under the Pooling and Servicing
Agreement and the transfer of such amounts to a successor bond administrator and
(ii) the termination of the Trust Fund and distribution of such amounts to the
Residual Certificateholders. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Such funds held by the Bond
Administrator may be invested under certain circumstances, and all income and
gain realized from investment of such funds shall be for the benefit of the Bond
Administrator.

            This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the Collection Account attributable to the Mortgage Loans as
identified on the Trust Ledger, the Serviced Whole Loan Collection Accounts (to
the extent of the Trust Fund's interest therein and specifically excluding any
interest of any Serviced Companion Loan Noteholder therein), the Distribution
Accounts, any Excess Liquidation Proceeds Account (to the extent of the Trust
Fund's interest therein and specifically excluding any interest of any Serviced
Companion Loan Noteholder therein), the Interest Reserve Account, any REO
Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Lower-Tier
Regular Interests; and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to
the related Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee and the Bond Administrator.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Bond Administrator shall
execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Balance. Such Certificates shall
be delivered by the Certificate Registrar in accordance with Article V of the
Pooling and Servicing Agreement.

            Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicer, the Special Servicer, the Trustee, the
Bond Administrator, the Certificate Registrar, any Paying Agent and any agent of
any of them may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Special Servicer, the Trustee, the Bond Administrator, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by
notice or knowledge to the contrary.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) of that Agreement. In connection with any transfer to an
Institutional Accredited Investor, the transferor shall reimburse the Trust Fund
for any costs (including the cost of the Certificate Registrar's counsel's
review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in the Pooling and Servicing
Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a
sum sufficient to cover any tax, expense or other governmental charge payable in
connection with any such transfer.

            The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator without the consent of any of the
Certificateholders or the Serviced Companion Loan Noteholders, (i) to cure any
ambiguity or to correct any error; (ii) to cause the provisions herein to
conform or be consistent with or in furtherance of the statements made in the
Prospectus, the Private Placement Memorandum or the Class GMB Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates or any class of
Serviced Companion Loan Securities by each Rating Agency; and (iv) to amend or
supplement a provision, or to supplement any other provisions to the extent not
inconsistent with the provisions of the Pooling and Servicing Agreement, or any
other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not
consenting thereto, as evidenced in writing by an Opinion of Counsel or, if
solely affecting any Certificateholder or Serviced Companion Loan Noteholder,
confirmation in writing from each Rating Agency then rating any Certificates or
Serviced Companion Loan Securities that such amendment will not result in a
qualification, withdrawal or downgrading of the then-current ratings assigned to
the Certificates or any Serviced Companion Loan Securities, as applicable. In no
event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.

            The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Trustee and the Bond Administrator with the prior written consent
of the Holders of Certificates representing not less than 66-2/3% of the
Percentage Interests of each Class of Certificates affected thereby (including
without limitation the Holders of the Class GMB Certificates, if affected
thereby) and each Serviced Companion Loan Noteholder affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or modifying in any
manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, however, that no such amendment may:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on any Certificate, without the consent of the
                  Holders of Certificates representing all of the Percentage
                  Interests of the Class or Classes affected thereby, or which
                  are required to be distributed to any Serviced Companion Loan
                  Noteholders without the consent of such Serviced Companion
                  Loan Noteholders;

            (ii)  change the percentages of Voting Rights of Holders of
                  Certificates which are required to consent to any action or
                  inaction under the Pooling and Servicing Agreement;

            (iii) alter the Servicing Standard or obligations of the Servicer or
                  the Trustee to make a P&I Advance or a Property Advance,
                  without the consent of the Holders of Certificates
                  representing all of the Percentage Interests of the Class or
                  Classes affected thereby; or

            (iv)  amend any section of the Pooling and Servicing Agreement which
                  relates to the amendment of the Pooling and Servicing
                  Agreement without the consent of the Holders of all
                  Certificates representing all of the Percentage Interests of
                  the Class or Classes affected thereby (including without
                  limitation the holders of the Class GMB Certificates, if
                  affected thereby) and the consent of any affected Serviced
                  Companion Loan Noteholders.

            Further, the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator, at any time and from time to time, without
the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as
a REMIC or the qualification of the Grantor Trust as a Grantor Trust, or to
prevent the imposition of any additional material state or local taxes, at all
times that any Certificates are outstanding; provided, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder or, if applicable, any Serviced
Companion Loan Noteholder.

            The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Servicer, and if the Servicer does not exercise its option, the
Special Servicer, may effect an early termination of the Trust Fund, upon not
less than 30 days' prior Notice of Termination given to the Trustee, the Bond
Administrator, the Special Servicer and the Servicer any time on or after the
Early Termination Notice Date (defined as any date as of which the aggregate
Stated Principal Balance of the Mortgage Loans is less than 1.0% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
all property acquired in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to the greater of:

            (i)   the sum of

                  (A)   100% of the Stated Principal Balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Anticipated Termination Date
                        (less any P&I Advances previously made on account of
                        principal);

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Anticipated Termination Date, as determined by an
                        Independent appraiser acceptable to the Servicer as of a
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on the unpaid balance of
                        each Mortgage Loan (including any Mortgage Loan as to
                        which title to the related Mortgaged Property has been
                        acquired) at the Mortgage Rate to the last day of the
                        month preceding such Anticipated Termination Date (less
                        any P&I Advances previously made on account of
                        interest); and

                  (D)   the aggregate amount of unreimbursed Advances, with
                        interest thereon at the Advance Rate, and unpaid
                        Servicing Compensation, Special Servicing Compensation,
                        Trustee Fees and Trust Fund expenses; and

            (ii)  the aggregate fair market value of the Mortgage Loans, and all
                  other property acquired in respect of any Mortgage Loan in the
                  Trust Fund, on the last day of the month preceding such
                  Anticipated Termination Date, as determined by an Independent
                  appraiser acceptable to the Servicer as of a date not more
                  than 30 days prior to the last day of the month preceding such
                  Distribution Date, together with one month's interest thereon
                  at the Mortgage Rate.

            In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class A-J, Class B,
Class C and Class D Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of its Certificates (other than the Class
Q, Class R and Class LR Certificates), including the Class X-C, Class X-P
Certificates and the Class GMB Certificates, for all of the Mortgage Loans and
each REO Property (or the Trust Fund's beneficial interest in a Mortgaged
Property acquired with respect to a Non-Serviced Mortgage Loan) remaining in the
Trust Fund as contemplated by clause (ii) of Section 9.01(a) and Section 9.01(g)
of the Pooling and Servicing Agreement by giving written notice to all the
parties to the Pooling and Servicing Agreement no later than 60 days prior to
the anticipated date of exchange.

            All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee and the Bond
Administrator shall be entitled to rely conclusively on any determination made
by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.

            The respective obligations and responsibilities of the Servicer, the
Special Servicer, the Depositor, the Trustee and the Bond Administrator created
by the Pooling and Servicing Agreement with respect to the Certificates (other
than the obligations of the Bond Administrator to make certain payments and to
send certain notices to Certificateholders as thereinafter set forth) shall
terminate upon payment (or provision for payment) to the Certificateholders and
the Serviced Companion Loan Noteholders of all amounts held by or on behalf of
the Bond Administrator and Servicer, as the case may be, required under the
Pooling and Servicing Agreement to be so paid on the Distribution Date following
the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the
Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of
the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.

            Unless the Certificate of Authentication on this Certificate has
been executed by the Bond Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose.

            IN WITNESS WHEREOF, the Bond Administrator has caused this Class K
Certificate to be duly executed.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Bond Administrator


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


                          Certificate of Authentication
                          -----------------------------

            This is one of the Class K Certificates referred to in the Pooling
and Servicing Agreement.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Authenticating Agent


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer

                                     Class K
                                   Schedule A

                                            Remaining Certificate
            Certificate Balance             Balance of this           Notation
Date        Exchanged or Transferred        Certificate               Made By
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----------

(1) For Reg S Global Certificates only.

(2) For Rule 144A Global Certificates only.


<PAGE>


                                  EXHIBIT A-19

                                 FORM OF CLASS L
                     [RULE 144A] [REG S] GLOBAL CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE OR FOREIGN
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
1933 ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE 144A ("QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A PERSON
PURCHASING FOR THE ACCOUNT OF ANOTHER QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE 1933 ACT, (4) IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF REGULATION S OR (5) TO A PERSON INVOLVED IN THE
ORGANIZATION OR OPERATION OF THE ISSUER (WITHIN THE MEANING OF RULE 3a-7 UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED) OR AN AFFILIATE OF SUCH A
PERSON, AS DEFINED IN RULE 405 OF THE 1933 ACT, PURCHASING THE CERTIFICATES
BEING SOLD TO IT FOR ITS OWN ACCOUNT AND (B) IN ACCORDANCE WITH ANY OTHER
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES
HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE BOND
ADMINISTRATOR, THE SERVICER AND THE DEPOSITOR AGAINST ANY LIABILITY THAT MAY
RESULT IF THE TRANSFER IS NOT EXEMPT FROM THE 1933 ACT OR IS NOT MADE IN
ACCORDANCE WITH FEDERAL AND STATE LAWS.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
BOND ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
THEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.

THIS CLASS L CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF
CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS (A) AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO 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, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH, A "PLAN"), OR (B) A COLLECTIVE INVESTMENT
FUND IN WHICH SUCH PLANS ARE INVESTED, AN INSURANCE COMPANY USING ASSETS OF
SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH
ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR
OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH
PLAN OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT
UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH
CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF SECTION 406 AND 407 OF ERISA, AND SECTION 4975 OF THE
CODE UNDER SECTIONS I AND III OF PTCE 95-60 OR A SUBSTANTIALLY SIMILAR EXEMPTION
UNDER SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN
CERTIFICATED FORM SHALL BE REQUIRED EITHER (i) TO DELIVER A LETTER IN THE FORM
ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (ii) IN THE
EVENT THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH
ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS' CERTIFICATES OR
AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE
DEPOSITOR, THE BOND ADMINISTRATOR AND THE CERTIFICATE REGISTRAR, TO THE EFFECT
THAT THE PURCHASE AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL
NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE
MEANING OF SECTION 406 OR 407 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT
SUBJECT THE SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE TRUSTEE, THE BOND
ADMINISTRATOR OR THE CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY. THE
TRANSFEREE OF A BENEFICIAL INTEREST IN A "GLOBAL CERTIFICATE" THAT IS A
"RESTRICTED CERTIFICATE" (EACH AS DEFINED IN THE POOLING AND SERVICING
AGREEMENT) SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING
ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST,
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH
CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF SECTION 406 AND 407 OF ERISA, AND SECTION 4975 OF THE
CODE UNDER SECTIONS I AND III OF PTCE 95-60, OR A SUBSTANTIALLY SIMILAR
EXEMPTION UNDER SIMILAR LAW.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE
CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE
UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.](1)

                        COMM 2005-LP5 COMMERCIAL MORTGAGE
                       PASS-THROUGH CERTIFICATES, CLASS L

Class L Pass-Through Rate: The lesser of    CUSIP:
(i) 4.7310% and (ii) the Weighted Average   [_______](2) [_______](1)
Net Mortgage Pass-Through Rate
                                            ISIN:
                                            [_______](2) [_______](1)

                                            Common Code: [_______]

Original Aggregate Certificate Balance of   Initial Certificate Balance of this
the Class L Certificates: $4,255,000        Certificate: [$_________](2) [$0](1)

First Distribution Date: May 10, 2005       Cut-off Date: April 1, 2005

Scheduled Final Distribution Date:          No.: L-1
September 10, 2018

            This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class L Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling and Servicing Agreement and is bound thereby. Also issued under the
Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class
A-SB, Class A-4, Class A-1A, Class X-C, Class X-P, Class A-J, Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class M, Class N,
Class O, Class P, Class GMB-1, Class GMB-2, Class GMB-3, Class GMB-4, Class Q,
Class R and Class LR Certificates (together with the Class L Certificates, the
"Certificates"; the Holders of Certificates issued under the Pooling and
Servicing Agreement are collectively referred to herein as
"Certificateholders").

            This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of April 1, 2005 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as Servicer,
Lennar Partners, Inc., as Special Servicer, Wells Fargo Bank, N.A., as Trustee
and LaSalle Bank National Association, as Bond Administrator and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.

            Neither the Trustee nor the Bond Administrator makes any
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans and the Bond
Administrator has executed this Certificate in its limited capacity as Bond
Administrator under the Pooling and Servicing Agreement.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Bond Administrator, or the Paying Agent on behalf of the Bond Administrator,
will distribute (other than the final distribution on any Certificate), on the
tenth day of each month, or if such day is not a Business Day, the Business Day
immediately following such day, commencing in May 2005 (each such date, a
"Distribution Date") an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class L Certificates for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement.

            During each Interest Accrual Period (as defined below), interest on
the Class L Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.

            All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in May 2005, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Bond
Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of
such final distribution.

            Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall be set
aside and held in trust for the benefit of the appropriate non-tendering
Certificateholders. If any Certificates as to which notice of the Termination
Date has been given pursuant to the Pooling and Servicing Agreement shall not
have been surrendered for cancellation within six months after the time
specified in such notice, the Bond Administrator shall mail a second notice to
the remaining non-tendering Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect
thereto. If within one year after the second notice any Certificate shall not
have been surrendered for cancellation, the Bond Administrator may, directly or
through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds in trust and of contacting such
Certificateholders shall be paid out of such funds. If within two years after
the second notice any Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Bond Administrator all amounts
distributable to the Holders thereof, and the Bond Administrator shall
thereafter hold such amounts for the benefit of such Holders until the earlier
of (i) its termination as Bond Administrator under the Pooling and Servicing
Agreement and the transfer of such amounts to a successor bond administrator and
(ii) the termination of the Trust Fund and distribution of such amounts to the
Residual Certificateholders. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Such funds held by the Bond
Administrator may be invested under certain circumstances, and all income and
gain realized from investment of such funds shall be for the benefit of the Bond
Administrator.

            This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the Collection Account attributable to the Mortgage Loans as
identified on the Trust Ledger, the Serviced Whole Loan Collection Accounts (to
the extent of the Trust Fund's interest therein and specifically excluding any
interest of any Serviced Companion Loan Noteholder therein), the Distribution
Accounts, any Excess Liquidation Proceeds Account (to the extent of the Trust
Fund's interest therein and specifically excluding any interest of any Serviced
Companion Loan Noteholder therein), the Interest Reserve Account, any REO
Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Lower-Tier
Regular Interests; and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to
the related Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee and the Bond Administrator.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Bond Administrator shall
execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Balance. Such Certificates shall
be delivered by the Certificate Registrar in accordance with Article V of the
Pooling and Servicing Agreement.

            Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicer, the Special Servicer, the Trustee, the
Bond Administrator, the Certificate Registrar, any Paying Agent and any agent of
any of them may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Special Servicer, the Trustee, the Bond Administrator, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by
notice or knowledge to the contrary.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) of that Agreement. In connection with any transfer to an
Institutional Accredited Investor, the transferor shall reimburse the Trust Fund
for any costs (including the cost of the Certificate Registrar's counsel's
review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in the Pooling and Servicing
Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a
sum sufficient to cover any tax, expense or other governmental charge payable in
connection with any such transfer.

            The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator without the consent of any of the
Certificateholders or the Serviced Companion Loan Noteholders, (i) to cure any
ambiguity or to correct any error; (ii) to cause the provisions herein to
conform or be consistent with or in furtherance of the statements made in the
Prospectus, the Private Placement Memorandum or the Class GMB Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates or any class of
Serviced Companion Loan Securities by each Rating Agency; and (iv) to amend or
supplement a provision, or to supplement any other provisions to the extent not
inconsistent with the provisions of the Pooling and Servicing Agreement, or any
other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not
consenting thereto, as evidenced in writing by an Opinion of Counsel or, if
solely affecting any Certificateholder or Serviced Companion Loan Noteholder,
confirmation in writing from each Rating Agency then rating any Certificates or
Serviced Companion Loan Securities that such amendment will not result in a
qualification, withdrawal or downgrading of the then-current ratings assigned to
the Certificates or any Serviced Companion Loan Securities, as applicable. In no
event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.

            The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Trustee and the Bond Administrator with the prior written consent
of the Holders of Certificates representing not less than 66-2/3% of the
Percentage Interests of each Class of Certificates affected thereby (including
without limitation the Holders of the Class GMB Certificates, if affected
thereby) and each Serviced Companion Loan Noteholder affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or modifying in any
manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, however, that no such amendment may:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on any Certificate, without the consent of the
                  Holders of Certificates representing all of the Percentage
                  Interests of the Class or Classes affected thereby, or which
                  are required to be distributed to any Serviced Companion Loan
                  Noteholders without the consent of such Serviced Companion
                  Loan Noteholders;

            (ii)  change the percentages of Voting Rights of Holders of
                  Certificates which are required to consent to any action or
                  inaction under the Pooling and Servicing Agreement;

            (iii) alter the Servicing Standard or obligations of the Servicer or
                  the Trustee to make a P&I Advance or a Property Advance,
                  without the consent of the Holders of Certificates
                  representing all of the Percentage Interests of the Class or
                  Classes affected thereby; or

            (iv)  amend any section of the Pooling and Servicing Agreement which
                  relates to the amendment of the Pooling and Servicing
                  Agreement without the consent of the Holders of all
                  Certificates representing all of the Percentage Interests of
                  the Class or Classes affected thereby (including without
                  limitation the holders of the Class GMB Certificates, if
                  affected thereby) and the consent of any affected Serviced
                  Companion Loan Noteholders.

            Further, the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator, at any time and from time to time, without
the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as
a REMIC or the qualification of the Grantor Trust as a Grantor Trust, or to
prevent the imposition of any additional material state or local taxes, at all
times that any Certificates are outstanding; provided, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder or, if applicable, any Serviced
Companion Loan Noteholder.

            The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Servicer, and if the Servicer does not exercise its option, the
Special Servicer, may effect an early termination of the Trust Fund, upon not
less than 30 days' prior Notice of Termination given to the Trustee, the Bond
Administrator, the Special Servicer and the Servicer any time on or after the
Early Termination Notice Date (defined as any date as of which the aggregate
Stated Principal Balance of the Mortgage Loans is less than 1.0% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
all property acquired in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to the greater of:

            (i)   the sum of

                  (A)   100% of the Stated Principal Balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Anticipated Termination Date
                        (less any P&I Advances previously made on account of
                        principal);

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Anticipated Termination Date, as determined by an
                        Independent appraiser acceptable to the Servicer as of a
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on the unpaid balance of
                        each Mortgage Loan (including any Mortgage Loan as to
                        which title to the related Mortgaged Property has been
                        acquired) at the Mortgage Rate to the last day of the
                        month preceding such Anticipated Termination Date (less
                        any P&I Advances previously made on account of
                        interest); and

                  (D)   the aggregate amount of unreimbursed Advances, with
                        interest thereon at the Advance Rate, and unpaid
                        Servicing Compensation, Special Servicing Compensation,
                        Trustee Fees and Trust Fund expenses; and

            (ii)  the aggregate fair market value of the Mortgage Loans, and all
                  other property acquired in respect of any Mortgage Loan in the
                  Trust Fund, on the last day of the month preceding such
                  Anticipated Termination Date, as determined by an Independent
                  appraiser acceptable to the Servicer as of a date not more
                  than 30 days prior to the last day of the month preceding such
                  Distribution Date, together with one month's interest thereon
                  at the Mortgage Rate.

            In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class A-J, Class B,
Class C and Class D Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of its Certificates (other than the Class
Q, Class R and Class LR Certificates), including the Class X-C, Class X-P
Certificates and the Class GMB Certificates, for all of the Mortgage Loans and
each REO Property (or the Trust Fund's beneficial interest in a Mortgaged
Property acquired with respect to a Non-Serviced Mortgage Loan) remaining in the
Trust Fund as contemplated by clause (ii) of Section 9.01(a) and Section 9.01(g)
of the Pooling and Servicing Agreement by giving written notice to all the
parties to the Pooling and Servicing Agreement no later than 60 days prior to
the anticipated date of exchange.

            All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee and the Bond
Administrator shall be entitled to rely conclusively on any determination made
by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.

            The respective obligations and responsibilities of the Servicer, the
Special Servicer, the Depositor, the Trustee and the Bond Administrator created
by the Pooling and Servicing Agreement with respect to the Certificates (other
than the obligations of the Bond Administrator to make certain payments and to
send certain notices to Certificateholders as thereinafter set forth) shall
terminate upon payment (or provision for payment) to the Certificateholders and
the Serviced Companion Loan Noteholders of all amounts held by or on behalf of
the Bond Administrator and Servicer, as the case may be, required under the
Pooling and Servicing Agreement to be so paid on the Distribution Date following
the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the
Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of
the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.

            Unless the Certificate of Authentication on this Certificate has
been executed by the Bond Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose.

            IN WITNESS WHEREOF, the Bond Administrator has caused this Class L
Certificate to be duly executed.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Bond Administrator


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


                          Certificate of Authentication
                          -----------------------------

            This is one of the Class L Certificates referred to in the Pooling
and Servicing Agreement.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Authenticating Agent


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer

                                     Class L
                                   Schedule A

                                            Remaining Certificate
            Certificate Balance             Balance of this           Notation
Date        Exchanged or Transferred        Certificate               Made By
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----------

(1) For Reg S Global Certificates only.

(2) For Rule 144A Global Certificates only.


<PAGE>


                                  EXHIBIT A-20

                                 FORM OF CLASS M
                     [RULE 144A] [REG S] GLOBAL CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE OR FOREIGN
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
1933 ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE 144A ("QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A PERSON
PURCHASING FOR THE ACCOUNT OF ANOTHER QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE 1933 ACT, (4) IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF REGULATION S OR (5) TO A PERSON INVOLVED IN THE
ORGANIZATION OR OPERATION OF THE ISSUER (WITHIN THE MEANING OF RULE 3a-7 UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED) OR AN AFFILIATE OF SUCH A
PERSON, AS DEFINED IN RULE 405 OF THE 1933 ACT, PURCHASING THE CERTIFICATES
BEING SOLD TO IT FOR ITS OWN ACCOUNT AND (B) IN ACCORDANCE WITH ANY OTHER
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES
HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE BOND
ADMINISTRATOR, THE SERVICER AND THE DEPOSITOR AGAINST ANY LIABILITY THAT MAY
RESULT IF THE TRANSFER IS NOT EXEMPT FROM THE 1933 ACT OR IS NOT MADE IN
ACCORDANCE WITH FEDERAL AND STATE LAWS.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
BOND ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
THEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.

THIS CLASS M CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF
CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS (A) AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO 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, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH, A "PLAN"), OR (B) A COLLECTIVE INVESTMENT
FUND IN WHICH SUCH PLANS ARE INVESTED, AN INSURANCE COMPANY USING ASSETS OF
SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH
ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR
OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH
PLAN OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT
UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH
CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF SECTION 406 AND 407 OF ERISA, AND SECTION 4975 OF THE
CODE UNDER SECTIONS I AND III OF PTCE 95-60 OR A SUBSTANTIALLY SIMILAR EXEMPTION
UNDER SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN
CERTIFICATED FORM SHALL BE REQUIRED EITHER (i) TO DELIVER A LETTER IN THE FORM
ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (ii) IN THE
EVENT THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH
ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS' CERTIFICATES OR
AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE
DEPOSITOR, THE BOND ADMINISTRATOR AND THE CERTIFICATE REGISTRAR, TO THE EFFECT
THAT THE PURCHASE AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL
NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE
MEANING OF SECTION 406 OR 407 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT
SUBJECT THE SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE TRUSTEE, THE BOND
ADMINISTRATOR OR THE CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY. THE
TRANSFEREE OF A BENEFICIAL INTEREST IN A "GLOBAL CERTIFICATE" THAT IS A
"RESTRICTED CERTIFICATE" (EACH AS DEFINED IN THE POOLING AND SERVICING
AGREEMENT) SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING
ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST,
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH
CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF SECTION 406 AND 407 OF ERISA, AND SECTION 4975 OF THE
CODE UNDER SECTIONS I AND III OF PTCE 95-60, OR A SUBSTANTIALLY SIMILAR
EXEMPTION UNDER SIMILAR LAW.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE
CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE
UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.](1)

                        COMM 2005-LP5 COMMERCIAL MORTGAGE
                       PASS-THROUGH CERTIFICATES, CLASS M

Class M Pass-Through Rate: The lesser of    CUSIP:
(i) 4.7310% and (ii) the Weighted Average   [_______](2) [_______](1)
Net Mortgage Pass-Through Rate
                                            ISIN:
                                            [_______](2) [_______](1)

                                            Common Code: [_______]

Original Aggregate Certificate Balance of   Initial Certificate Balance of this
the Class M Certificates: $4,255,000        Certificate: [$_________](2) [$0](1)

First Distribution Date: May 10, 2005       Cut-off Date: April 1, 2005

Scheduled Final Distribution Date:          No.: M-1
December 10, 2019

            This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class M Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling and Servicing Agreement and is bound thereby. Also issued under the
Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class
A-SB, Class A-4, Class A-1A, Class X-C, Class X-P, Class A-J, Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class N,
Class O, Class P, Class GMB-1, Class GMB-2, Class GMB-3, Class GMB-4, Class Q,
Class R and Class LR Certificates (together with the Class M Certificates, the
"Certificates"; the Holders of Certificates issued under the Pooling and
Servicing Agreement are collectively referred to herein as
"Certificateholders").

            This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of April 1, 2005 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as Servicer,
Lennar Partners, Inc., as Special Servicer, Wells Fargo Bank, N.A., as Trustee
and LaSalle Bank National Association, as Bond Administrator and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.

            Neither the Trustee nor the Bond Administrator makes any
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans and the Bond
Administrator has executed this Certificate in its limited capacity as Bond
Administrator under the Pooling and Servicing Agreement.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Bond Administrator, or the Paying Agent on behalf of the Bond Administrator,
will distribute (other than the final distribution on any Certificate), on the
tenth day of each month, or if such day is not a Business Day, the Business Day
immediately following such day, commencing in May 2005 (each such date, a
"Distribution Date") an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class M Certificates for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement.

            During each Interest Accrual Period (as defined below), interest on
the Class M Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.

            All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in May 2005, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Bond
Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of
such final distribution.

            Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall be set
aside and held in trust for the benefit of the appropriate non-tendering
Certificateholders. If any Certificates as to which notice of the Termination
Date has been given pursuant to the Pooling and Servicing Agreement shall not
have been surrendered for cancellation within six months after the time
specified in such notice, the Bond Administrator shall mail a second notice to
the remaining non-tendering Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect
thereto. If within one year after the second notice any Certificate shall not
have been surrendered for cancellation, the Bond Administrator may, directly or
through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds in trust and of contacting such
Certificateholders shall be paid out of such funds. If within two years after
the second notice any Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Bond Administrator all amounts
distributable to the Holders thereof, and the Bond Administrator shall
thereafter hold such amounts for the benefit of such Holders until the earlier
of (i) its termination as Bond Administrator under the Pooling and Servicing
Agreement and the transfer of such amounts to a successor bond administrator and
(ii) the termination of the Trust Fund and distribution of such amounts to the
Residual Certificateholders. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Such funds held by the Bond
Administrator may be invested under certain circumstances, and all income and
gain realized from investment of such funds shall be for the benefit of the Bond
Administrator.

            This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the Collection Account attributable to the Mortgage Loans as
identified on the Trust Ledger, the Serviced Whole Loan Collection Accounts (to
the extent of the Trust Fund's interest therein and specifically excluding any
interest of any Serviced Companion Loan Noteholder therein), the Distribution
Accounts, any Excess Liquidation Proceeds Account (to the extent of the Trust
Fund's interest therein and specifically excluding any interest of any Serviced
Companion Loan Noteholder therein), the Interest Reserve Account, any REO
Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Lower-Tier
Regular Interests; and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to
the related Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee and the Bond Administrator.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Bond Administrator shall
execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Balance. Such Certificates shall
be delivered by the Certificate Registrar in accordance with Article V of the
Pooling and Servicing Agreement.

            Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicer, the Special Servicer, the Trustee, the
Bond Administrator, the Certificate Registrar, any Paying Agent and any agent of
any of them may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Special Servicer, the Trustee, the Bond Administrator, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by
notice or knowledge to the contrary.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) of that Agreement. In connection with any transfer to an
Institutional Accredited Investor, the transferor shall reimburse the Trust Fund
for any costs (including the cost of the Certificate Registrar's counsel's
review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in the Pooling and Servicing
Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a
sum sufficient to cover any tax, expense or other governmental charge payable in
connection with any such transfer.

            The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator without the consent of any of the
Certificateholders or the Serviced Companion Loan Noteholders, (i) to cure any
ambiguity or to correct any error; (ii) to cause the provisions herein to
conform or be consistent with or in furtherance of the statements made in the
Prospectus, the Private Placement Memorandum or the Class GMB Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates or any class of
Serviced Companion Loan Securities by each Rating Agency; and (iv) to amend or
supplement a provision, or to supplement any other provisions to the extent not
inconsistent with the provisions of the Pooling and Servicing Agreement, or any
other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not
consenting thereto, as evidenced in writing by an Opinion of Counsel or, if
solely affecting any Certificateholder or Serviced Companion Loan Noteholder,
confirmation in writing from each Rating Agency then rating any Certificates or
Serviced Companion Loan Securities that such amendment will not result in a
qualification, withdrawal or downgrading of the then-current ratings assigned to
the Certificates or any Serviced Companion Loan Securities, as applicable. In no
event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.

            The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Trustee and the Bond Administrator with the prior written consent
of the Holders of Certificates representing not less than 66-2/3% of the
Percentage Interests of each Class of Certificates affected thereby (including
without limitation the Holders of the Class GMB Certificates, if affected
thereby) and each Serviced Companion Loan Noteholder affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or modifying in any
manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, however, that no such amendment may:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on any Certificate, without the consent of the
                  Holders of Certificates representing all of the Percentage
                  Interests of the Class or Classes affected thereby, or which
                  are required to be distributed to any Serviced Companion Loan
                  Noteholders without the consent of such Serviced Companion
                  Loan Noteholders;

            (ii)  change the percentages of Voting Rights of Holders of
                  Certificates which are required to consent to any action or
                  inaction under the Pooling and Servicing Agreement;

            (iii) alter the Servicing Standard or obligations of the Servicer or
                  the Trustee to make a P&I Advance or a Property Advance,
                  without the consent of the Holders of Certificates
                  representing all of the Percentage Interests of the Class or
                  Classes affected thereby; or

            (iv)  amend any section of the Pooling and Servicing Agreement which
                  relates to the amendment of the Pooling and Servicing
                  Agreement without the consent of the Holders of all
                  Certificates representing all of the Percentage Interests of
                  the Class or Classes affected thereby (including without
                  limitation the holders of the Class GMB Certificates, if
                  affected thereby) and the consent of any affected Serviced
                  Companion Loan Noteholders.

            Further, the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator, at any time and from time to time, without
the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as
a REMIC or the qualification of the Grantor Trust as a Grantor Trust, or to
prevent the imposition of any additional material state or local taxes, at all
times that any Certificates are outstanding; provided, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder or, if applicable, any Serviced
Companion Loan Noteholder.

            The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Servicer, and if the Servicer does not exercise its option, the
Special Servicer, may effect an early termination of the Trust Fund, upon not
less than 30 days' prior Notice of Termination given to the Trustee, the Bond
Administrator, the Special Servicer and the Servicer any time on or after the
Early Termination Notice Date (defined as any date as of which the aggregate
Stated Principal Balance of the Mortgage Loans is less than 1.0% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
all property acquired in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to the greater of:

            (i)   the sum of

                  (A)   100% of the Stated Principal Balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Anticipated Termination Date
                        (less any P&I Advances previously made on account of
                        principal);

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Anticipated Termination Date, as determined by an
                        Independent appraiser acceptable to the Servicer as of a
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on the unpaid balance of
                        each Mortgage Loan (including any Mortgage Loan as to
                        which title to the related Mortgaged Property has been
                        acquired) at the Mortgage Rate to the last day of the
                        month preceding such Anticipated Termination Date (less
                        any P&I Advances previously made on account of
                        interest); and

                  (D)   the aggregate amount of unreimbursed Advances, with
                        interest thereon at the Advance Rate, and unpaid
                        Servicing Compensation, Special Servicing Compensation,
                        Trustee Fees and Trust Fund expenses; and

            (ii)  the aggregate fair market value of the Mortgage Loans, and all
                  other property acquired in respect of any Mortgage Loan in the
                  Trust Fund, on the last day of the month preceding such
                  Anticipated Termination Date, as determined by an Independent
                  appraiser acceptable to the Servicer as of a date not more
                  than 30 days prior to the last day of the month preceding such
                  Distribution Date, together with one month's interest thereon
                  at the Mortgage Rate.

            In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class A-J, Class B,
Class C and Class D Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of its Certificates (other than the Class
Q, Class R and Class LR Certificates), including the Class X-C, Class X-P
Certificates and the Class GMB Certificates, for all of the Mortgage Loans and
each REO Property (or the Trust Fund's beneficial interest in a Mortgaged
Property acquired with respect to a Non-Serviced Mortgage Loan) remaining in the
Trust Fund as contemplated by clause (ii) of Section 9.01(a) and Section 9.01(g)
of the Pooling and Servicing Agreement by giving written notice to all the
parties to the Pooling and Servicing Agreement no later than 60 days prior to
the anticipated date of exchange.

            All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee and the Bond
Administrator shall be entitled to rely conclusively on any determination made
by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.

            The respective obligations and responsibilities of the Servicer, the
Special Servicer, the Depositor, the Trustee and the Bond Administrator created
by the Pooling and Servicing Agreement with respect to the Certificates (other
than the obligations of the Bond Administrator to make certain payments and to
send certain notices to Certificateholders as thereinafter set forth) shall
terminate upon payment (or provision for payment) to the Certificateholders and
the Serviced Companion Loan Noteholders of all amounts held by or on behalf of
the Bond Administrator and Servicer, as the case may be, required under the
Pooling and Servicing Agreement to be so paid on the Distribution Date following
the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the
Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of
the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.

            Unless the Certificate of Authentication on this Certificate has
been executed by the Bond Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose.

            IN WITNESS WHEREOF, the Bond Administrator has caused this Class M
Certificate to be duly executed.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Bond Administrator


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


                          Certificate of Authentication
                          -----------------------------

            This is one of the Class M Certificates referred to in the Pooling
and Servicing Agreement.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Authenticating Agent


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer

                                     Class M
                                   Schedule A

                                            Remaining Certificate
            Certificate Balance             Balance of this           Notation
Date        Exchanged or Transferred        Certificate               Made By
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----------

(1) For Reg S Global Certificates only.

(2) For Rule 144A Global Certificates only.


<PAGE>


                                  EXHIBIT A-21

                                 FORM OF CLASS N
                     [RULE 144A] [REG S] GLOBAL CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE OR FOREIGN
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
1933 ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE 144A ("QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A PERSON
PURCHASING FOR THE ACCOUNT OF ANOTHER QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE 1933 ACT, (4) IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF REGULATION S OR (5) TO A PERSON INVOLVED IN THE
ORGANIZATION OR OPERATION OF THE ISSUER (WITHIN THE MEANING OF RULE 3a-7 UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED) OR AN AFFILIATE OF SUCH A
PERSON, AS DEFINED IN RULE 405 OF THE 1933 ACT, PURCHASING THE CERTIFICATES
BEING SOLD TO IT FOR ITS OWN ACCOUNT AND (B) IN ACCORDANCE WITH ANY OTHER
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES
HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE BOND
ADMINISTRATOR, THE SERVICER AND THE DEPOSITOR AGAINST ANY LIABILITY THAT MAY
RESULT IF THE TRANSFER IS NOT EXEMPT FROM THE 1933 ACT OR IS NOT MADE IN
ACCORDANCE WITH FEDERAL AND STATE LAWS.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
BOND ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
THEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.

THIS CLASS N CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF
CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS (A) AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO 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, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH, A "PLAN"), OR (B) A COLLECTIVE INVESTMENT
FUND IN WHICH SUCH PLANS ARE INVESTED, AN INSURANCE COMPANY USING ASSETS OF
SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH
ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR
OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH
PLAN OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT
UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH
CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF SECTION 406 AND 407 OF ERISA, AND SECTION 4975 OF THE
CODE UNDER SECTIONS I AND III OF PTCE 95-60 OR A SUBSTANTIALLY SIMILAR EXEMPTION
UNDER SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN
CERTIFICATED FORM SHALL BE REQUIRED EITHER (i) TO DELIVER A LETTER IN THE FORM
ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (ii) IN THE
EVENT THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH
ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS' CERTIFICATES OR
AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE
DEPOSITOR, THE BOND ADMINISTRATOR AND THE CERTIFICATE REGISTRAR, TO THE EFFECT
THAT THE PURCHASE AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL
NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE
MEANING OF SECTION 406 OR 407 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT
SUBJECT THE SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE TRUSTEE, THE BOND
ADMINISTRATOR OR THE CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY. THE
TRANSFEREE OF A BENEFICIAL INTEREST IN A "GLOBAL CERTIFICATE" THAT IS A
"RESTRICTED CERTIFICATE" (EACH AS DEFINED IN THE POOLING AND SERVICING
AGREEMENT) SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING
ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST,
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH
CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF SECTION 406 AND 407 OF ERISA, AND SECTION 4975 OF THE
CODE UNDER SECTIONS I AND III OF PTCE 95-60, OR A SUBSTANTIALLY SIMILAR
EXEMPTION UNDER SIMILAR LAW.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE
CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE
UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.](1)

                        COMM 2005-LP5 COMMERCIAL MORTGAGE
                       PASS-THROUGH CERTIFICATES, CLASS N

Class N Pass-Through Rate:  The lesser of   CUSIP:
(i) 4.7310% and (ii) the Weighted Average   [_______](2) [_______](1)
Net Mortgage Pass-Through Rate
                                            ISIN:
                                            [_______](2) [_______](1)

                                            Common Code: [_______]

Original Aggregate Certificate Balance of   Initial Certificate Balance of this
the Class N Certificates: $6,383,000        Certificate: [$_________](2) [$0](1)

First Distribution Date: May 10, 2005       Cut-off Date: April 1, 2005

Scheduled Final Distribution Date:          No.: N-1
December 10, 2019

            This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class N Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling and Servicing Agreement and is bound thereby. Also issued under the
Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class
A-SB, Class A-4, Class A-1A, Class X-C, Class X-P, Class A-J, Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class O, Class P, Class GMB-1, Class GMB-2, Class GMB-3, Class GMB-4, Class Q,
Class R and Class LR Certificates (together with the Class N Certificates, the
"Certificates"; the Holders of Certificates issued under the Pooling and
Servicing Agreement are collectively referred to herein as
"Certificateholders").

            This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of April 1, 2005 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as Servicer,
Lennar Partners, Inc., as Special Servicer, Wells Fargo Bank, N.A., as Trustee
and LaSalle Bank National Association, as Bond Administrator and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.

            Neither the Trustee nor the Bond Administrator makes any
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans and the Bond
Administrator has executed this Certificate in its limited capacity as Bond
Administrator under the Pooling and Servicing Agreement.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Bond Administrator, or the Paying Agent on behalf of the Bond Administrator,
will distribute (other than the final distribution on any Certificate), on the
tenth day of each month, or if such day is not a Business Day, the Business Day
immediately following such day, commencing in May 2005 (each such date, a
"Distribution Date") an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class N Certificates for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement.

            During each Interest Accrual Period (as defined below), interest on
the Class N Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.

            All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in May 2005, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Bond
Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of
such final distribution.

            Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall be set
aside and held in trust for the benefit of the appropriate non-tendering
Certificateholders. If any Certificates as to which notice of the Termination
Date has been given pursuant to the Pooling and Servicing Agreement shall not
have been surrendered for cancellation within six months after the time
specified in such notice, the Bond Administrator shall mail a second notice to
the remaining non-tendering Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect
thereto. If within one year after the second notice any Certificate shall not
have been surrendered for cancellation, the Bond Administrator may, directly or
through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds in trust and of contacting such
Certificateholders shall be paid out of such funds. If within two years after
the second notice any Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Bond Administrator all amounts
distributable to the Holders thereof, and the Bond Administrator shall
thereafter hold such amounts for the benefit of such Holders until the earlier
of (i) its termination as Bond Administrator under the Pooling and Servicing
Agreement and the transfer of such amounts to a successor bond administrator and
(ii) the termination of the Trust Fund and distribution of such amounts to the
Residual Certificateholders. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Such funds held by the Bond
Administrator may be invested under certain circumstances, and all income and
gain realized from investment of such funds shall be for the benefit of the Bond
Administrator.

            This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the Collection Account attributable to the Mortgage Loans as
identified on the Trust Ledger, the Serviced Whole Loan Collection Accounts (to
the extent of the Trust Fund's interest therein and specifically excluding any
interest of any Serviced Companion Loan Noteholder therein), the Distribution
Accounts, any Excess Liquidation Proceeds Account (to the extent of the Trust
Fund's interest therein and specifically excluding any interest of any Serviced
Companion Loan Noteholder therein), the Interest Reserve Account, any REO
Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Lower-Tier
Regular Interests; and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to
the related Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee and the Bond Administrator.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Bond Administrator shall
execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Balance. Such Certificates shall
be delivered by the Certificate Registrar in accordance with Article V of the
Pooling and Servicing Agreement.

            Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicer, the Special Servicer, the Trustee, the
Bond Administrator, the Certificate Registrar, any Paying Agent and any agent of
any of them may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Special Servicer, the Trustee, the Bond Administrator, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by
notice or knowledge to the contrary.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) of that Agreement. In connection with any transfer to an
Institutional Accredited Investor, the transferor shall reimburse the Trust Fund
for any costs (including the cost of the Certificate Registrar's counsel's
review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in the Pooling and Servicing
Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a
sum sufficient to cover any tax, expense or other governmental charge payable in
connection with any such transfer.

            The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator without the consent of any of the
Certificateholders or the Serviced Companion Loan Noteholders, (i) to cure any
ambiguity or to correct any error; (ii) to cause the provisions herein to
conform or be consistent with or in furtherance of the statements made in the
Prospectus, the Private Placement Memorandum or the Class GMB Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates or any class of
Serviced Companion Loan Securities by each Rating Agency; and (iv) to amend or
supplement a provision, or to supplement any other provisions to the extent not
inconsistent with the provisions of the Pooling and Servicing Agreement, or any
other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not
consenting thereto, as evidenced in writing by an Opinion of Counsel or, if
solely affecting any Certificateholder or Serviced Companion Loan Noteholder,
confirmation in writing from each Rating Agency then rating any Certificates or
Serviced Companion Loan Securities that such amendment will not result in a
qualification, withdrawal or downgrading of the then-current ratings assigned to
the Certificates or any Serviced Companion Loan Securities, as applicable. In no
event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.

            The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Trustee and the Bond Administrator with the prior written consent
of the Holders of Certificates representing not less than 66-2/3% of the
Percentage Interests of each Class of Certificates affected thereby (including
without limitation the Holders of the Class GMB Certificates, if affected
thereby) and each Serviced Companion Loan Noteholder affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or modifying in any
manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, however, that no such amendment may:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on any Certificate, without the consent of the
                  Holders of Certificates representing all of the Percentage
                  Interests of the Class or Classes affected thereby, or which
                  are required to be distributed to any Serviced Companion Loan
                  Noteholders without the consent of such Serviced Companion
                  Loan Noteholders;

            (ii)  change the percentages of Voting Rights of Holders of
                  Certificates which are required to consent to any action or
                  inaction under the Pooling and Servicing Agreement;

            (iii) alter the Servicing Standard or obligations of the Servicer or
                  the Trustee to make a P&I Advance or a Property Advance,
                  without the consent of the Holders of Certificates
                  representing all of the Percentage Interests of the Class or
                  Classes affected thereby; or

            (iv)  amend any section of the Pooling and Servicing Agreement which
                  relates to the amendment of the Pooling and Servicing
                  Agreement without the consent of the Holders of all
                  Certificates representing all of the Percentage Interests of
                  the Class or Classes affected thereby (including without
                  limitation the holders of the Class GMB Certificates, if
                  affected thereby) and the consent of any affected Serviced
                  Companion Loan Noteholders.

            Further, the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator, at any time and from time to time, without
the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as
a REMIC or the qualification of the Grantor Trust as a Grantor Trust, or to
prevent the imposition of any additional material state or local taxes, at all
times that any Certificates are outstanding; provided, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder or, if applicable, any Serviced
Companion Loan Noteholder.

            The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Servicer, and if the Servicer does not exercise its option, the
Special Servicer, may effect an early termination of the Trust Fund, upon not
less than 30 days' prior Notice of Termination given to the Trustee, the Bond
Administrator, the Special Servicer and the Servicer any time on or after the
Early Termination Notice Date (defined as any date as of which the aggregate
Stated Principal Balance of the Mortgage Loans is less than 1.0% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
all property acquired in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to the greater of:

            (i)   the sum of

                  (A)   100% of the Stated Principal Balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Anticipated Termination Date
                        (less any P&I Advances previously made on account of
                        principal);

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Anticipated Termination Date, as determined by an
                        Independent appraiser acceptable to the Servicer as of a
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on the unpaid balance of
                        each Mortgage Loan (including any Mortgage Loan as to
                        which title to the related Mortgaged Property has been
                        acquired) at the Mortgage Rate to the last day of the
                        month preceding such Anticipated Termination Date (less
                        any P&I Advances previously made on account of
                        interest); and

                  (D)   the aggregate amount of unreimbursed Advances, with
                        interest thereon at the Advance Rate, and unpaid
                        Servicing Compensation, Special Servicing Compensation,
                        Trustee Fees and Trust Fund expenses; and

            (ii)  the aggregate fair market value of the Mortgage Loans, and all
                  other property acquired in respect of any Mortgage Loan in the
                  Trust Fund, on the last day of the month preceding such
                  Anticipated Termination Date, as determined by an Independent
                  appraiser acceptable to the Servicer as of a date not more
                  than 30 days prior to the last day of the month preceding such
                  Distribution Date, together with one month's interest thereon
                  at the Mortgage Rate.

            In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class A-J, Class B,
Class C and Class D Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of its Certificates (other than the Class
Q, Class R and Class LR Certificates), including the Class X-C, Class X-P
Certificates and the Class GMB Certificates, for all of the Mortgage Loans and
each REO Property (or the Trust Fund's beneficial interest in a Mortgaged
Property acquired with respect to a Non-Serviced Mortgage Loan) remaining in the
Trust Fund as contemplated by clause (ii) of Section 9.01(a) and Section 9.01(g)
of the Pooling and Servicing Agreement by giving written notice to all the
parties to the Pooling and Servicing Agreement no later than 60 days prior to
the anticipated date of exchange.

            All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee and the Bond
Administrator shall be entitled to rely conclusively on any determination made
by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.

            The respective obligations and responsibilities of the Servicer, the
Special Servicer, the Depositor, the Trustee and the Bond Administrator created
by the Pooling and Servicing Agreement with respect to the Certificates (other
than the obligations of the Bond Administrator to make certain payments and to
send certain notices to Certificateholders as thereinafter set forth) shall
terminate upon payment (or provision for payment) to the Certificateholders and
the Serviced Companion Loan Noteholders of all amounts held by or on behalf of
the Bond Administrator and Servicer, as the case may be, required under the
Pooling and Servicing Agreement to be so paid on the Distribution Date following
the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the
Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of
the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.

            Unless the Certificate of Authentication on this Certificate has
been executed by the Bond Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose.

            IN WITNESS WHEREOF, the Bond Administrator has caused this Class N
Certificate to be duly executed.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Bond Administrator


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


                          Certificate of Authentication
                          -----------------------------

            This is one of the Class N Certificates referred to in the Pooling
and Servicing Agreement.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Authenticating Agent


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer

                                     Class N
                                   Schedule A

                                            Remaining Certificate
            Certificate Balance             Balance of this           Notation
Date        Exchanged or Transferred        Certificate               Made By
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----------

(1) For Reg S Global Certificates only.

(2) For Rule 144A Global Certificates only.


<PAGE>


                                  EXHIBIT A-22

                                 FORM OF CLASS O
                     [RULE 144A] [REG S] GLOBAL CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE OR FOREIGN
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
1933 ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE 144A ("QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A PERSON
PURCHASING FOR THE ACCOUNT OF ANOTHER QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE 1933 ACT, (4) IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF REGULATION S OR (5) TO A PERSON INVOLVED IN THE
ORGANIZATION OR OPERATION OF THE ISSUER (WITHIN THE MEANING OF RULE 3a-7 UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED) OR AN AFFILIATE OF SUCH A
PERSON, AS DEFINED IN RULE 405 OF THE 1933 ACT, PURCHASING THE CERTIFICATES
BEING SOLD TO IT FOR ITS OWN ACCOUNT AND (B) IN ACCORDANCE WITH ANY OTHER
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES
HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE BOND
ADMINISTRATOR, THE SERVICER AND THE DEPOSITOR AGAINST ANY LIABILITY THAT MAY
RESULT IF THE TRANSFER IS NOT EXEMPT FROM THE 1933 ACT OR IS NOT MADE IN
ACCORDANCE WITH FEDERAL AND STATE LAWS.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
BOND ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
THEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.

THIS CLASS O CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF
CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS (A) AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO 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, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH, A "PLAN"), OR (B) A COLLECTIVE INVESTMENT
FUND IN WHICH SUCH PLANS ARE INVESTED, AN INSURANCE COMPANY USING ASSETS OF
SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH
ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR
OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH
PLAN OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT
UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH
CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF SECTION 406 AND 407 OF ERISA, AND SECTION 4975 OF THE
CODE UNDER SECTIONS I AND III OF PTCE 95-60 OR A SUBSTANTIALLY SIMILAR EXEMPTION
UNDER SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN
CERTIFICATED FORM SHALL BE REQUIRED EITHER (i) TO DELIVER A LETTER IN THE FORM
ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (ii) IN THE
EVENT THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH
ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS' CERTIFICATES OR
AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE
DEPOSITOR, THE BOND ADMINISTRATOR AND THE CERTIFICATE REGISTRAR, TO THE EFFECT
THAT THE PURCHASE AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL
NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE
MEANING OF SECTION 406 OR 407 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT
SUBJECT THE SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE TRUSTEE, THE BOND
ADMINISTRATOR OR THE CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY. THE
TRANSFEREE OF A BENEFICIAL INTEREST IN A "GLOBAL CERTIFICATE" THAT IS A
"RESTRICTED CERTIFICATE" (EACH AS DEFINED IN THE POOLING AND SERVICING
AGREEMENT) SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING
ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST,
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH
CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF SECTION 406 AND 407 OF ERISA, AND SECTION 4975 OF THE
CODE UNDER SECTIONS I AND III OF PTCE 95-60, OR A SUBSTANTIALLY SIMILAR
EXEMPTION UNDER SIMILAR LAW.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE
CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE
UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.](1)

                        COMM 2005-LP5 COMMERCIAL MORTGAGE
                       PASS-THROUGH CERTIFICATES, CLASS O

Class O Pass-Through Rate: The lesser of    CUSIP:
(i) 4.7310% and (ii) the Weighted Average   [______](2) [______](1)
Net Mortgage Pass-Through Rate
                                            ISIN:
                                            [______](2) [______](1)

                                            Common Code: [______]

Original Aggregate Certificate Balance of   Initial Certificate Balance of this
the Class O Certificates: $4,255,000        Certificate: [$_________](2) [$0](1)

First Distribution Date: May 10, 2005       Cut-off Date: April 1, 2005

Scheduled Final Distribution Date:          No.: O-1
December 10, 2019

            This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class O Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling and Servicing Agreement and is bound thereby. Also issued under the
Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class
A-SB, Class A-4, Class A-1A, Class X-C, Class X-P, Class A-J, Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class P, Class GMB-1, Class GMB-2, Class GMB-3, Class GMB-4, Class Q,
Class R and Class LR Certificates (together with the Class O Certificates, the
"Certificates"; the Holders of Certificates issued under the Pooling and
Servicing Agreement are collectively referred to herein as
"Certificateholders").

            This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of April 1, 2005 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as Servicer,
Lennar Partners, Inc., as Special Servicer, Wells Fargo Bank, N.A., as Trustee
and LaSalle Bank National Association, as Bond Administrator and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.

            Neither the Trustee nor the Bond Administrator makes any
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans and the Bond
Administrator has executed this Certificate in its limited capacity as Bond
Administrator under the Pooling and Servicing Agreement.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Bond Administrator, or the Paying Agent on behalf of the Bond Administrator,
will distribute (other than the final distribution on any Certificate), on the
tenth day of each month, or if such day is not a Business Day, the Business Day
immediately following such day, commencing in May 2005 (each such date, a
"Distribution Date") an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class O Certificates for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement.

            During each Interest Accrual Period (as defined below), interest on
the Class O Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.

            All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in May 2005, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Bond
Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of
such final distribution.

            Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall be set
aside and held in trust for the benefit of the appropriate non-tendering
Certificateholders. If any Certificates as to which notice of the Termination
Date has been given pursuant to the Pooling and Servicing Agreement shall not
have been surrendered for cancellation within six months after the time
specified in such notice, the Bond Administrator shall mail a second notice to
the remaining non-tendering Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect
thereto. If within one year after the second notice any Certificate shall not
have been surrendered for cancellation, the Bond Administrator may, directly or
through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds in trust and of contacting such
Certificateholders shall be paid out of such funds. If within two years after
the second notice any Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Bond Administrator all amounts
distributable to the Holders thereof, and the Bond Administrator shall
thereafter hold such amounts for the benefit of such Holders until the earlier
of (i) its termination as Bond Administrator under the Pooling and Servicing
Agreement and the transfer of such amounts to a successor bond administrator and
(ii) the termination of the Trust Fund and distribution of such amounts to the
Residual Certificateholders. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Such funds held by the Bond
Administrator may be invested under certain circumstances, and all income and
gain realized from investment of such funds shall be for the benefit of the Bond
Administrator.

            This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the Collection Account attributable to the Mortgage Loans as
identified on the Trust Ledger, the Serviced Whole Loan Collection Accounts (to
the extent of the Trust Fund's interest therein and specifically excluding any
interest of any Serviced Companion Loan Noteholder therein), the Distribution
Accounts, any Excess Liquidation Proceeds Account (to the extent of the Trust
Fund's interest therein and specifically excluding any interest of any Serviced
Companion Loan Noteholder therein), the Interest Reserve Account, any REO
Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Lower-Tier
Regular Interests; and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to
the related Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee and the Bond Administrator.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Bond Administrator shall
execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Balance. Such Certificates shall
be delivered by the Certificate Registrar in accordance with Article V of the
Pooling and Servicing Agreement.

            Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicer, the Special Servicer, the Trustee, the
Bond Administrator, the Certificate Registrar, any Paying Agent and any agent of
any of them may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Special Servicer, the Trustee, the Bond Administrator, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by
notice or knowledge to the contrary.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) of that Agreement. In connection with any transfer to an
Institutional Accredited Investor, the transferor shall reimburse the Trust Fund
for any costs (including the cost of the Certificate Registrar's counsel's
review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in the Pooling and Servicing
Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a
sum sufficient to cover any tax, expense or other governmental charge payable in
connection with any such transfer.

            The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator without the consent of any of the
Certificateholders or the Serviced Companion Loan Noteholders, (i) to cure any
ambiguity or to correct any error; (ii) to cause the provisions herein to
conform or be consistent with or in furtherance of the statements made in the
Prospectus, the Private Placement Memorandum or the Class GMB Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates or any class of
Serviced Companion Loan Securities by each Rating Agency; and (iv) to amend or
supplement a provision, or to supplement any other provisions to the extent not
inconsistent with the provisions of the Pooling and Servicing Agreement, or any
other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not
consenting thereto, as evidenced in writing by an Opinion of Counsel or, if
solely affecting any Certificateholder or Serviced Companion Loan Noteholder,
confirmation in writing from each Rating Agency then rating any Certificates or
Serviced Companion Loan Securities that such amendment will not result in a
qualification, withdrawal or downgrading of the then-current ratings assigned to
the Certificates or any Serviced Companion Loan Securities, as applicable. In no
event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.

            The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Trustee and the Bond Administrator with the prior written consent
of the Holders of Certificates representing not less than 66-2/3% of the
Percentage Interests of each Class of Certificates affected thereby (including
without limitation the Holders of the Class GMB Certificates, if affected
thereby) and each Serviced Companion Loan Noteholder affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or modifying in any
manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, however, that no such amendment may:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on any Certificate, without the consent of the
                  Holders of Certificates representing all of the Percentage
                  Interests of the Class or Classes affected thereby, or which
                  are required to be distributed to any Serviced Companion Loan
                  Noteholders without the consent of such Serviced Companion
                  Loan Noteholders;

            (ii)  change the percentages of Voting Rights of Holders of
                  Certificates which are required to consent to any action or
                  inaction under the Pooling and Servicing Agreement;

            (iii) alter the Servicing Standard or obligations of the Servicer or
                  the Trustee to make a P&I Advance or a Property Advance,
                  without the consent of the Holders of Certificates
                  representing all of the Percentage Interests of the Class or
                  Classes affected thereby; or

            (iv)  amend any section of the Pooling and Servicing Agreement which
                  relates to the amendment of the Pooling and Servicing
                  Agreement without the consent of the Holders of all
                  Certificates representing all of the Percentage Interests of
                  the Class or Classes affected thereby (including without
                  limitation the holders of the Class GMB Certificates, if
                  affected thereby) and the consent of any affected Serviced
                  Companion Loan Noteholders.

            Further, the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator, at any time and from time to time, without
the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as
a REMIC or the qualification of the Grantor Trust as a Grantor Trust, or to
prevent the imposition of any additional material state or local taxes, at all
times that any Certificates are outstanding; provided, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder or, if applicable, any Serviced
Companion Loan Noteholder.

            The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Servicer, and if the Servicer does not exercise its option, the
Special Servicer, may effect an early termination of the Trust Fund, upon not
less than 30 days' prior Notice of Termination given to the Trustee, the Bond
Administrator, the Special Servicer and the Servicer any time on or after the
Early Termination Notice Date (defined as any date as of which the aggregate
Stated Principal Balance of the Mortgage Loans is less than 1.0% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
all property acquired in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to the greater of:

            (i)   the sum of

                  (A)   100% of the Stated Principal Balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Anticipated Termination Date
                        (less any P&I Advances previously made on account of
                        principal);

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Anticipated Termination Date, as determined by an
                        Independent appraiser acceptable to the Servicer as of a
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on the unpaid balance of
                        each Mortgage Loan (including any Mortgage Loan as to
                        which title to the related Mortgaged Property has been
                        acquired) at the Mortgage Rate to the last day of the
                        month preceding such Anticipated Termination Date (less
                        any P&I Advances previously made on account of
                        interest); and

                  (D)   the aggregate amount of unreimbursed Advances, with
                        interest thereon at the Advance Rate, and unpaid
                        Servicing Compensation, Special Servicing Compensation,
                        Trustee Fees and Trust Fund expenses; and

            (ii)  the aggregate fair market value of the Mortgage Loans, and all
                  other property acquired in respect of any Mortgage Loan in the
                  Trust Fund, on the last day of the month preceding such
                  Anticipated Termination Date, as determined by an Independent
                  appraiser acceptable to the Servicer as of a date not more
                  than 30 days prior to the last day of the month preceding such
                  Distribution Date, together with one month's interest thereon
                  at the Mortgage Rate.

            In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class A-J, Class B,
Class C and Class D Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of its Certificates (other than the Class
Q, Class R and Class LR Certificates), including the Class X-C, Class X-P
Certificates and the Class GMB Certificates, for all of the Mortgage Loans and
each REO Property (or the Trust Fund's beneficial interest in a Mortgaged
Property acquired with respect to a Non-Serviced Mortgage Loan) remaining in the
Trust Fund as contemplated by clause (ii) of Section 9.01(a) and Section 9.01(g)
of the Pooling and Servicing Agreement by giving written notice to all the
parties to the Pooling and Servicing Agreement no later than 60 days prior to
the anticipated date of exchange.

            All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee and the Bond
Administrator shall be entitled to rely conclusively on any determination made
by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.

            The respective obligations and responsibilities of the Servicer, the
Special Servicer, the Depositor, the Trustee and the Bond Administrator created
by the Pooling and Servicing Agreement with respect to the Certificates (other
than the obligations of the Bond Administrator to make certain payments and to
send certain notices to Certificateholders as thereinafter set forth) shall
terminate upon payment (or provision for payment) to the Certificateholders and
the Serviced Companion Loan Noteholders of all amounts held by or on behalf of
the Bond Administrator and Servicer, as the case may be, required under the
Pooling and Servicing Agreement to be so paid on the Distribution Date following
the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the
Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of
the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.

            Unless the Certificate of Authentication on this Certificate has
been executed by the Bond Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose.

            IN WITNESS WHEREOF, the Bond Administrator has caused this Class O
Certificate to be duly executed.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Bond Administrator


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


                          Certificate of Authentication
                          -----------------------------

            This is one of the Class O Certificates referred to in the Pooling
and Servicing Agreement.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Authenticating Agent


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer

                                     Class O
                                   Schedule A

                                            Remaining Certificate
            Certificate Balance             Balance of this           Notation
Date        Exchanged or Transferred        Certificate               Made By
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----------

(1) For Reg S Global Certificates only.

(2) For Rule 144A Global Certificates only.


<PAGE>


                                  EXHIBIT A-23

                                 FORM OF CLASS P
                     [RULE 144A] [REG S] GLOBAL CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE OR FOREIGN
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
1933 ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE 144A ("QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A PERSON
PURCHASING FOR THE ACCOUNT OF ANOTHER QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE 1933 ACT, (4) IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF REGULATION S OR (5) TO A PERSON INVOLVED IN THE
ORGANIZATION OR OPERATION OF THE ISSUER (WITHIN THE MEANING OF RULE 3a-7 UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED) OR AN AFFILIATE OF SUCH A
PERSON, AS DEFINED IN RULE 405 OF THE 1933 ACT, PURCHASING THE CERTIFICATES
BEING SOLD TO IT FOR ITS OWN ACCOUNT AND (B) IN ACCORDANCE WITH ANY OTHER
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES
HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE BOND
ADMINISTRATOR, THE SERVICER AND THE DEPOSITOR AGAINST ANY LIABILITY THAT MAY
RESULT IF THE TRANSFER IS NOT EXEMPT FROM THE 1933 ACT OR IS NOT MADE IN
ACCORDANCE WITH FEDERAL AND STATE LAWS.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
BOND ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
THEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.

THIS CLASS P CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF
CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS (A) AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO 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, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH, A "PLAN"), OR (B) A COLLECTIVE INVESTMENT
FUND IN WHICH SUCH PLANS ARE INVESTED, AN INSURANCE COMPANY USING ASSETS OF
SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH
ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR
OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH
PLAN OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT
UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH
CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF SECTION 406 AND 407 OF ERISA, AND SECTION 4975 OF THE
CODE UNDER SECTIONS I AND III OF PTCE 95-60 OR A SUBSTANTIALLY SIMILAR EXEMPTION
UNDER SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN
CERTIFICATED FORM SHALL BE REQUIRED EITHER (i) TO DELIVER A LETTER IN THE FORM
ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (ii) IN THE
EVENT THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH
ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS' CERTIFICATES OR
AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE
DEPOSITOR, THE BOND ADMINISTRATOR AND THE CERTIFICATE REGISTRAR, TO THE EFFECT
THAT THE PURCHASE AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL
NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE
MEANING OF SECTION 406 OR 407 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT
SUBJECT THE SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE TRUSTEE, THE BOND
ADMINISTRATOR OR THE CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY. THE
TRANSFEREE OF A BENEFICIAL INTEREST IN A "GLOBAL CERTIFICATE" THAT IS A
"RESTRICTED CERTIFICATE" (EACH AS DEFINED IN THE POOLING AND SERVICING
AGREEMENT) SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING
ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST,
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH
CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF SECTION 406 AND 407 OF ERISA, AND SECTION 4975 OF THE
CODE UNDER SECTIONS I AND III OF PTCE 95-60, OR A SUBSTANTIALLY SIMILAR
EXEMPTION UNDER SIMILAR LAW.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE
CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE
UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.](1)

                        COMM 2005-LP5 COMMERCIAL MORTGAGE
                       PASS-THROUGH CERTIFICATES, CLASS P

Class P Pass-Through Rate: The lesser of    CUSIP:
(i) 4.7310% and (ii) the Weighted Average   [_______](2) [_______](1)
Net Mortgage Pass-Through Rate
                                            ISIN:
                                            [_______](2) [_______](1)

                                            Common Code: [_______]

Original Aggregate Certificate Balance of   Initial Certificate Balance of this
the Class P Certificates: $19,147,822       Certificate: [$_________](2) [$0](1)

First Distribution Date: May 10, 2005       Cut-off Date: April 1, 2005

Scheduled Final Distribution Date:          No.: P-1
March 10, 2024

            This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class P Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling and Servicing Agreement and is bound thereby. Also issued under the
Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class
A-SB, Class A-4, Class A-1A, Class X-C, Class X-P, Class A-J, Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class O, Class GMB-1, Class GMB-2, Class GMB-3, Class GMB-4, Class Q,
Class R and Class LR Certificates (together with the Class P Certificates, the
"Certificates"; the Holders of Certificates issued under the Pooling and
Servicing Agreement are collectively referred to herein as
"Certificateholders").

            This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of April 1, 2005 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as Servicer,
Lennar Partners, Inc., as Special Servicer, Wells Fargo Bank, N.A., as Trustee
and LaSalle Bank National Association, as Bond Administrator and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.

            Neither the Trustee nor the Bond Administrator makes any
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans and the Bond
Administrator has executed this Certificate in its limited capacity as Bond
Administrator under the Pooling and Servicing Agreement.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Bond Administrator, or the Paying Agent on behalf of the Bond Administrator,
will distribute (other than the final distribution on any Certificate), on the
tenth day of each month, or if such day is not a Business Day, the Business Day
immediately following such day, commencing in May 2005 (each such date, a
"Distribution Date") an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class P Certificates for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement.

            During each Interest Accrual Period (as defined below), interest on
the Class P Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.

            All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in May 2005, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Bond
Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of
such final distribution.

            Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall be set
aside and held in trust for the benefit of the appropriate non-tendering
Certificateholders. If any Certificates as to which notice of the Termination
Date has been given pursuant to the Pooling and Servicing Agreement shall not
have been surrendered for cancellation within six months after the time
specified in such notice, the Bond Administrator shall mail a second notice to
the remaining non-tendering Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect
thereto. If within one year after the second notice any Certificate shall not
have been surrendered for cancellation, the Bond Administrator may, directly or
through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds in trust and of contacting such
Certificateholders shall be paid out of such funds. If within two years after
the second notice any Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Bond Administrator all amounts
distributable to the Holders thereof, and the Bond Administrator shall
thereafter hold such amounts for the benefit of such Holders until the earlier
of (i) its termination as Bond Administrator under the Pooling and Servicing
Agreement and the transfer of such amounts to a successor bond administrator and
(ii) the termination of the Trust Fund and distribution of such amounts to the
Residual Certificateholders. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Such funds held by the Bond
Administrator may be invested under certain circumstances, and all income and
gain realized from investment of such funds shall be for the benefit of the Bond
Administrator.

            This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the Collection Account attributable to the Mortgage Loans as
identified on the Trust Ledger, the Serviced Whole Loan Collection Accounts (to
the extent of the Trust Fund's interest therein and specifically excluding any
interest of any Serviced Companion Loan Noteholder therein), the Distribution
Accounts, any Excess Liquidation Proceeds Account (to the extent of the Trust
Fund's interest therein and specifically excluding any interest of any Serviced
Companion Loan Noteholder therein), the Interest Reserve Account, any REO
Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Lower-Tier
Regular Interests; and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to
the related Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee and the Bond Administrator.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Bond Administrator shall
execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Balance. Such Certificates shall
be delivered by the Certificate Registrar in accordance with Article V of the
Pooling and Servicing Agreement.

            Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicer, the Special Servicer, the Trustee, the
Bond Administrator, the Certificate Registrar, any Paying Agent and any agent of
any of them may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Special Servicer, the Trustee, the Bond Administrator, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by
notice or knowledge to the contrary.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) of that Agreement. In connection with any transfer to an
Institutional Accredited Investor, the transferor shall reimburse the Trust Fund
for any costs (including the cost of the Certificate Registrar's counsel's
review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in the Pooling and Servicing
Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a
sum sufficient to cover any tax, expense or other governmental charge payable in
connection with any such transfer.

            The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator without the consent of any of the
Certificateholders or the Serviced Companion Loan Noteholders, (i) to cure any
ambiguity or to correct any error; (ii) to cause the provisions herein to
conform or be consistent with or in furtherance of the statements made in the
Prospectus, the Private Placement Memorandum or the Class GMB Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates or any class of
Serviced Companion Loan Securities by each Rating Agency; and (iv) to amend or
supplement a provision, or to supplement any other provisions to the extent not
inconsistent with the provisions of the Pooling and Servicing Agreement, or any
other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not
consenting thereto, as evidenced in writing by an Opinion of Counsel or, if
solely affecting any Certificateholder or Serviced Companion Loan Noteholder,
confirmation in writing from each Rating Agency then rating any Certificates or
Serviced Companion Loan Securities that such amendment will not result in a
qualification, withdrawal or downgrading of the then-current ratings assigned to
the Certificates or any Serviced Companion Loan Securities, as applicable. In no
event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.

            The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Trustee and the Bond Administrator with the prior written consent
of the Holders of Certificates representing not less than 66-2/3% of the
Percentage Interests of each Class of Certificates affected thereby (including
without limitation the Holders of the Class GMB Certificates, if affected
thereby) and each Serviced Companion Loan Noteholder affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or modifying in any
manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, however, that no such amendment may:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on any Certificate, without the consent of the
                  Holders of Certificates representing all of the Percentage
                  Interests of the Class or Classes affected thereby, or which
                  are required to be distributed to any Serviced Companion Loan
                  Noteholders without the consent of such Serviced Companion
                  Loan Noteholders;

            (ii)  change the percentages of Voting Rights of Holders of
                  Certificates which are required to consent to any action or
                  inaction under the Pooling and Servicing Agreement;

            (iii) alter the Servicing Standard or obligations of the Servicer or
                  the Trustee to make a P&I Advance or a Property Advance,
                  without the consent of the Holders of Certificates
                  representing all of the Percentage Interests of the Class or
                  Classes affected thereby; or

            (iv)  amend any section of the Pooling and Servicing Agreement which
                  relates to the amendment of the Pooling and Servicing
                  Agreement without the consent of the Holders of all
                  Certificates representing all of the Percentage Interests of
                  the Class or Classes affected thereby (including without
                  limitation the holders of the Class GMB Certificates, if
                  affected thereby) and the consent of any affected Serviced
                  Companion Loan Noteholders.

            Further, the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator, at any time and from time to time, without
the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as
a REMIC or the qualification of the Grantor Trust as a Grantor Trust, or to
prevent the imposition of any additional material state or local taxes, at all
times that any Certificates are outstanding; provided, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder or, if applicable, any Serviced
Companion Loan Noteholder.

            The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Servicer, and if the Servicer does not exercise its option, the
Special Servicer, may effect an early termination of the Trust Fund, upon not
less than 30 days' prior Notice of Termination given to the Trustee, the Bond
Administrator, the Special Servicer and the Servicer any time on or after the
Early Termination Notice Date (defined as any date as of which the aggregate
Stated Principal Balance of the Mortgage Loans is less than 1.0% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
all property acquired in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to the greater of:

            (i)   the sum of

                  (A)   100% of the Stated Principal Balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Anticipated Termination Date
                        (less any P&I Advances previously made on account of
                        principal);

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Anticipated Termination Date, as determined by an
                        Independent appraiser acceptable to the Servicer as of a
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on the unpaid balance of
                        each Mortgage Loan (including any Mortgage Loan as to
                        which title to the related Mortgaged Property has been
                        acquired) at the Mortgage Rate to the last day of the
                        month preceding such Anticipated Termination Date (less
                        any P&I Advances previously made on account of
                        interest); and

                  (D)   the aggregate amount of unreimbursed Advances, with
                        interest thereon at the Advance Rate, and unpaid
                        Servicing Compensation, Special Servicing Compensation,
                        Trustee Fees and Trust Fund expenses; and

            (ii)  the aggregate fair market value of the Mortgage Loans, and all
                  other property acquired in respect of any Mortgage Loan in the
                  Trust Fund, on the last day of the month preceding such
                  Anticipated Termination Date, as determined by an Independent
                  appraiser acceptable to the Servicer as of a date not more
                  than 30 days prior to the last day of the month preceding such
                  Distribution Date, together with one month's interest thereon
                  at the Mortgage Rate.

            In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class A-J, Class B,
Class C and Class D Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of its Certificates (other than the Class
Q, Class R and Class LR Certificates), including the Class X-C, Class X-P
Certificates and the Class GMB Certificates, for all of the Mortgage Loans and
each REO Property (or the Trust Fund's beneficial interest in a Mortgaged
Property acquired with respect to a Non-Serviced Mortgage Loan) remaining in the
Trust Fund as contemplated by clause (ii) of Section 9.01(a) and Section 9.01(g)
of the Pooling and Servicing Agreement by giving written notice to all the
parties to the Pooling and Servicing Agreement no later than 60 days prior to
the anticipated date of exchange.

            All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee and the Bond
Administrator shall be entitled to rely conclusively on any determination made
by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.

            The respective obligations and responsibilities of the Servicer, the
Special Servicer, the Depositor, the Trustee and the Bond Administrator created
by the Pooling and Servicing Agreement with respect to the Certificates (other
than the obligations of the Bond Administrator to make certain payments and to
send certain notices to Certificateholders as thereinafter set forth) shall
terminate upon payment (or provision for payment) to the Certificateholders and
the Serviced Companion Loan Noteholders of all amounts held by or on behalf of
the Bond Administrator and Servicer, as the case may be, required under the
Pooling and Servicing Agreement to be so paid on the Distribution Date following
the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the
Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of
the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.

            Unless the Certificate of Authentication on this Certificate has
been executed by the Bond Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose.

            IN WITNESS WHEREOF, the Bond Administrator has caused this Class P
Certificate to be duly executed.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Bond Administrator


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


                          Certificate of Authentication
                          -----------------------------

            This is one of the Class P Certificates referred to in the Pooling
and Servicing Agreement.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Authenticating Agent


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer

                                     Class P
                                   Schedule A

                                            Remaining Certificate
            Certificate Balance             Balance of this           Notation
Date        Exchanged or Transferred        Certificate               Made By
----------- ------------------------------- ------------------------- ----------

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----------

(1) For Reg S Global Certificates only.

(2) For Rule 144A Global Certificates only.


<PAGE>


                                  EXHIBIT A-24

                               FORM OF CLASS GMB-1
                     [RULE 144A] [REG S] GLOBAL CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE OR FOREIGN
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
1933 ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE 144A ("QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A PERSON
PURCHASING FOR THE ACCOUNT OF ANOTHER QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE 1933 ACT, (4) IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF REGULATION S OR (5) TO A PERSON INVOLVED IN THE
ORGANIZATION OR OPERATION OF THE ISSUER (WITHIN THE MEANING OF RULE 3a-7 UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED) OR AN AFFILIATE OF SUCH A
PERSON, AS DEFINED IN RULE 405 OF THE 1933 ACT, PURCHASING THE CERTIFICATES
BEING SOLD TO IT FOR ITS OWN ACCOUNT AND (B) IN ACCORDANCE WITH ANY OTHER
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES
HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE BOND
ADMINISTRATOR, THE SERVICER AND THE DEPOSITOR AGAINST ANY LIABILITY THAT MAY
RESULT IF THE TRANSFER IS NOT EXEMPT FROM THE 1933 ACT OR IS NOT MADE IN
ACCORDANCE WITH FEDERAL AND STATE LAWS.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
BOND ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
THEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.

THIS CLASS GMB-1 CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF
CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE
CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE
UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.](1)

                        COMM 2005-LP5 COMMERCIAL MORTGAGE
                     PASS-THROUGH CERTIFICATES, CLASS GMB-1

Class GMB-1 Pass-Through Rate: 5.1500%      CUSIP:
                                            [_______](2) [_______](1)

                                            ISIN:
                                            [_______](2) [_______](1)

                                            Common Code: [_______]

Original Aggregate Certificate Balance of   Initial Certificate Balance of this
the Class GMB-1 Certificates: $27,500,000   Certificate: [$_________](2) [$0](1)

First Distribution Date: May 10, 2005       Cut-off Date: April 1, 2005

Scheduled Final Distribution Date:          No.: GMB-1-1
February 10, 2010

            This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class GMB-1 Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing properties and
held in trust by the Trustee and serviced by the Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and
Servicing Agreement (as defined below). The Holder of this Certificate, by
virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. Also issued under
the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-SB, Class A-4, Class A-1A, Class X-C, Class X-P, Class A-J, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O, Class P, Class GMB-2, Class GMB-3, Class GMB-4, Class
Q, Class R and Class LR Certificates (together with the Class GMB-1
Certificates, the "Certificates"; the Holders of Certificates issued under the
Pooling and Servicing Agreement are collectively referred to herein as
"Certificateholders").

            This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of April 1, 2005 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as Servicer,
Lennar Partners, Inc., as Special Servicer, Wells Fargo Bank, N.A., as Trustee
and LaSalle Bank National Association, as Bond Administrator and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.

            Neither the Trustee nor the Bond Administrator makes any
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans and the Bond
Administrator has executed this Certificate in its limited capacity as Bond
Administrator under the Pooling and Servicing Agreement.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Bond Administrator, or the Paying Agent on behalf of the Bond Administrator,
will distribute (other than the final distribution on any Certificate), on the
tenth day of each month, or if such day is not a Business Day, the Business Day
immediately following such day, commencing in May 2005 (each such date, a
"Distribution Date") an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class GMB-l Certificates for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement.

            During each Interest Accrual Period (as defined below), interest on
the Class GMB-1 Certificates will be calculated based on a 360-day year
consisting of twelve 30-day months on the outstanding Certificate Balance
hereof.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.

            All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in May 2005, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Bond
Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of
such final distribution.

            Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall be set
aside and held in trust for the benefit of the appropriate non-tendering
Certificateholders. If any Certificates as to which notice of the Termination
Date has been given pursuant to the Pooling and Servicing Agreement shall not
have been surrendered for cancellation within six months after the time
specified in such notice, the Bond Administrator shall mail a second notice to
the remaining non-tendering Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect
thereto. If within one year after the second notice any Certificate shall not
have been surrendered for cancellation, the Bond Administrator may, directly or
through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds in trust and of contacting such
Certificateholders shall be paid out of such funds. If within two years after
the second notice any Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Bond Administrator all amounts
distributable to the Holders thereof, and the Bond Administrator shall
thereafter hold such amounts for the benefit of such Holders until the earlier
of (i) its termination as Bond Administrator under the Pooling and Servicing
Agreement and the transfer of such amounts to a successor bond administrator and
(ii) the termination of the Trust Fund and distribution of such amounts to the
Residual Certificateholders. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Such funds held by the Bond
Administrator may be invested under certain circumstances, and all income and
gain realized from investment of such funds shall be for the benefit of the Bond
Administrator.

            This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the General Motors
Building B Loan, as more specifically set forth herein and in the Pooling and
Servicing Agreement.

            As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the Collection Account attributable to the Mortgage Loans as
identified on the Trust Ledger, the Serviced Whole Loan Collection Accounts (to
the extent of the Trust Fund's interest therein and specifically excluding any
interest of any Serviced Companion Loan Noteholder therein), the Distribution
Accounts, any Excess Liquidation Proceeds Account (to the extent of the Trust
Fund's interest therein and specifically excluding any interest of any Serviced
Companion Loan Noteholder therein), the Interest Reserve Account, any REO
Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Lower-Tier
Regular Interests; and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to
the related Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee and the Bond Administrator.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Bond Administrator shall
execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Balance. Such Certificates shall
be delivered by the Certificate Registrar in accordance with Article V of the
Pooling and Servicing Agreement.

            Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicer, the Special Servicer, the Trustee, the
Bond Administrator, the Certificate Registrar, any Paying Agent and any agent of
any of them may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Special Servicer, the Trustee, the Bond Administrator, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by
notice or knowledge to the contrary.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) of that Agreement. In connection with any transfer to an
Institutional Accredited Investor, the transferor shall reimburse the Trust Fund
for any costs (including the cost of the Certificate Registrar's counsel's
review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in the Pooling and Servicing
Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a
sum sufficient to cover any tax, expense or other governmental charge payable in
connection with any such transfer.

            The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator without the consent of any of the
Certificateholders or the Serviced Companion Loan Noteholders, (i) to cure any
ambiguity or to correct any error; (ii) to cause the provisions herein to
conform or be consistent with or in furtherance of the statements made in the
Prospectus, the Private Placement Memorandum or the Class GMB Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates or any class of
Serviced Companion Loan Securities by each Rating Agency; and (iv) to amend or
supplement a provision, or to supplement any other provisions to the extent not
inconsistent with the provisions of the Pooling and Servicing Agreement, or any
other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not
consenting thereto, as evidenced in writing by an Opinion of Counsel or, if
solely affecting any Certificateholder or Serviced Companion Loan Noteholder,
confirmation in writing from each Rating Agency then rating any Certificates or
Serviced Companion Loan Securities that such amendment will not result in a
qualification, withdrawal or downgrading of the then-current ratings assigned to
the Certificates or any Serviced Companion Loan Securities, as applicable. In no
event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.

            The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Trustee and the Bond Administrator with the prior written consent
of the Holders of Certificates representing not less than 66-2/3% of the
Percentage Interests of each Class of Certificates affected thereby (including
without limitation the Holders of the Class GMB Certificates, if affected
thereby) and each Serviced Companion Loan Noteholder affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or modifying in any
manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, however, that no such amendment may:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on any Certificate, without the consent of the
                  Holders of Certificates representing all of the Percentage
                  Interests of the Class or Classes affected thereby, or which
                  are required to be distributed to any Serviced Companion Loan
                  Noteholders without the consent of such Serviced Companion
                  Loan Noteholders;

            (ii)  change the percentages of Voting Rights of Holders of
                  Certificates which are required to consent to any action or
                  inaction under the Pooling and Servicing Agreement;

            (iii) alter the Servicing Standard or obligations of the Servicer or
                  the Trustee to make a P&I Advance or a Property Advance,
                  without the consent of the Holders of Certificates
                  representing all of the Percentage Interests of the Class or
                  Classes affected thereby; or

            (iv)  amend any section of the Pooling and Servicing Agreement which
                  relates to the amendment of the Pooling and Servicing
                  Agreement without the consent of the Holders of all
                  Certificates representing all of the Percentage Interests of
                  the Class or Classes affected thereby (including without
                  limitation the holders of the Class GMB Certificates, if
                  affected thereby) and the consent of any affected Serviced
                  Companion Loan Noteholders.

            Further, the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator, at any time and from time to time, without
the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as
a REMIC or the qualification of the Grantor Trust as a Grantor Trust, or to
prevent the imposition of any additional material state or local taxes, at all
times that any Certificates are outstanding; provided, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder or, if applicable, any Serviced
Companion Loan Noteholder.

            The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Servicer, and if the Servicer does not exercise its option, the
Special Servicer, may effect an early termination of the Trust Fund, upon not
less than 30 days' prior Notice of Termination given to the Trustee, the Bond
Administrator, the Special Servicer and the Servicer any time on or after the
Early Termination Notice Date (defined as any date as of which the aggregate
Stated Principal Balance of the Mortgage Loans is less than 1.0% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
all property acquired in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to the greater of:

            (i)   the sum of

                  (A)   100% of the Stated Principal Balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Anticipated Termination Date
                        (less any P&I Advances previously made on account of
                        principal);

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Anticipated Termination Date, as determined by an
                        Independent appraiser acceptable to the Servicer as of a
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on the unpaid balance of
                        each Mortgage Loan (including any Mortgage Loan as to
                        which title to the related Mortgaged Property has been
                        acquired) at the Mortgage Rate to the last day of the
                        month preceding such Anticipated Termination Date (less
                        any P&I Advances previously made on account of
                        interest); and

                  (D)   the aggregate amount of unreimbursed Advances, with
                        interest thereon at the Advance Rate, and unpaid
                        Servicing Compensation, Special Servicing Compensation,
                        Trustee Fees and Trust Fund expenses; and

            (ii)  the aggregate fair market value of the Mortgage Loans, and all
                  other property acquired in respect of any Mortgage Loan in the
                  Trust Fund, on the last day of the month preceding such
                  Anticipated Termination Date, as determined by an Independent
                  appraiser acceptable to the Servicer as of a date not more
                  than 30 days prior to the last day of the month preceding such
                  Distribution Date, together with one month's interest thereon
                  at the Mortgage Rate.

            In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class A-J, Class B,
Class C and Class D Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of its Certificates (other than the Class
Q, Class R and Class LR Certificates), including the Class X-C, Class X-P
Certificates and the Class GMB Certificates, for all of the Mortgage Loans and
each REO Property (or the Trust Fund's beneficial interest in a Mortgaged
Property acquired with respect to a Non-Serviced Mortgage Loan) remaining in the
Trust Fund as contemplated by clause (ii) of Section 9.01(a) and Section 9.01(g)
of the Pooling and Servicing Agreement by giving written notice to all the
parties to the Pooling and Servicing Agreement no later than 60 days prior to
the anticipated date of exchange.

            All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee and the Bond
Administrator shall be entitled to rely conclusively on any determination made
by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.

            The respective obligations and responsibilities of the Servicer, the
Special Servicer, the Depositor, the Trustee and the Bond Administrator created
by the Pooling and Servicing Agreement with respect to the Certificates (other
than the obligations of the Bond Administrator to make certain payments and to
send certain notices to Certificateholders as thereinafter set forth) shall
terminate upon payment (or provision for payment) to the Certificateholders and
the Serviced Companion Loan Noteholders of all amounts held by or on behalf of
the Bond Administrator and Servicer, as the case may be, required under the
Pooling and Servicing Agreement to be so paid on the Distribution Date following
the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the
Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of
the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.

            Unless the Certificate of Authentication on this Certificate has
been executed by the Bond Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose.

            IN WITNESS WHEREOF, the Bond Administrator has caused this Class
GMB-1 Certificate to be duly executed.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Bond Administrator


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


                          Certificate of Authentication
                          -----------------------------

            This is one of the Class GMB-1 Certificates referred to in the
Pooling and Servicing Agreement.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Authenticating Agent


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer

                                   Class GMB-1
                                   Schedule A

                                            Remaining Certificate
            Certificate Balance             Balance of this           Notation
Date        Exchanged or Transferred        Certificate               Made By
----------- ------------------------------- ------------------------- ----------

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----------

(1) For Reg S Global Certificates only.

(2) For Rule 144A Global Certificates only.


<PAGE>


                                  EXHIBIT A-25

                               FORM OF CLASS GMB-2
                     [RULE 144A] [REG S] GLOBAL CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE OR FOREIGN
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
1933 ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE 144A ("QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A PERSON
PURCHASING FOR THE ACCOUNT OF ANOTHER QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE 1933 ACT, (4) IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF REGULATION S OR (5) TO A PERSON INVOLVED IN THE
ORGANIZATION OR OPERATION OF THE ISSUER (WITHIN THE MEANING OF RULE 3a-7 UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED) OR AN AFFILIATE OF SUCH A
PERSON, AS DEFINED IN RULE 405 OF THE 1933 ACT, PURCHASING THE CERTIFICATES
BEING SOLD TO IT FOR ITS OWN ACCOUNT AND (B) IN ACCORDANCE WITH ANY OTHER
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES
HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE BOND
ADMINISTRATOR, THE SERVICER AND THE DEPOSITOR AGAINST ANY LIABILITY THAT MAY
RESULT IF THE TRANSFER IS NOT EXEMPT FROM THE 1933 ACT OR IS NOT MADE IN
ACCORDANCE WITH FEDERAL AND STATE LAWS.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
BOND ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
THEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.

THIS CLASS GMB-2 CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF
CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE
CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE
UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.](1)

                        COMM 2005-LP5 COMMERCIAL MORTGAGE
                     PASS-THROUGH CERTIFICATES, CLASS GMB-2

Class GMB-2 Pass-Through Rate: 5.2480%      CUSIP:
                                            [_______](2) [_______](1)

                                            ISIN:
                                            [_______](2) [_______](1)

                                            Common Code: [_______]

Original Aggregate Certificate Balance of   Initial Certificate Balance of this
the Class GMB-2 Certificates: $28,000,000   Certificate: [$_________](2) [$0](1)

First Distribution Date: May 10, 2005       Cut-off Date: April 1, 2005

Scheduled Final Distribution Date:          No.: GMB-2-1
February 10, 2010

            This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class GMB-2 Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing properties and
held in trust by the Trustee and serviced by the Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and
Servicing Agreement (as defined below). The Holder of this Certificate, by
virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. Also issued under
the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-SB, Class A-4, Class A-1A, Class X-C, Class X-P, Class A-J, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O, Class P, Class GMB-1, Class GMB-3, Class GMB-4, Class
Q, Class R and Class LR Certificates (together with the Class GMB-2
Certificates, the "Certificates"; the Holders of Certificates issued under the
Pooling and Servicing Agreement are collectively referred to herein as
"Certificateholders").

            This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of April 1, 2005 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as Servicer,
Lennar Partners, Inc., as Special Servicer, Wells Fargo Bank, N.A., as Trustee
and LaSalle Bank National Association, as Bond Administrator and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.

            Neither the Trustee nor the Bond Administrator makes any
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans and the Bond
Administrator has executed this Certificate in its limited capacity as Bond
Administrator under the Pooling and Servicing Agreement.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Bond Administrator, or the Paying Agent on behalf of the Bond Administrator,
will distribute (other than the final distribution on any Certificate), on the
tenth day of each month, or if such day is not a Business Day, the Business Day
immediately following such day, commencing in May 2005 (each such date, a
"Distribution Date") an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class GMB-2 Certificates for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement.

            During each Interest Accrual Period (as defined below), interest on
the Class GMB-2 Certificates will be calculated based on a 360-day year
consisting of twelve 30-day months on the outstanding Certificate Balance
hereof.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.

            All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in May 2005, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Bond
Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of
such final distribution.

            Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall be set
aside and held in trust for the benefit of the appropriate non-tendering
Certificateholders. If any Certificates as to which notice of the Termination
Date has been given pursuant to the Pooling and Servicing Agreement shall not
have been surrendered for cancellation within six months after the time
specified in such notice, the Bond Administrator shall mail a second notice to
the remaining non-tendering Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect
thereto. If within one year after the second notice any Certificate shall not
have been surrendered for cancellation, the Bond Administrator may, directly or
through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds in trust and of contacting such
Certificateholders shall be paid out of such funds. If within two years after
the second notice any Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Bond Administrator all amounts
distributable to the Holders thereof, and the Bond Administrator shall
thereafter hold such amounts for the benefit of such Holders until the earlier
of (i) its termination as Bond Administrator under the Pooling and Servicing
Agreement and the transfer of such amounts to a successor bond administrator and
(ii) the termination of the Trust Fund and distribution of such amounts to the
Residual Certificateholders. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Such funds held by the Bond
Administrator may be invested under certain circumstances, and all income and
gain realized from investment of such funds shall be for the benefit of the Bond
Administrator.

            This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the General Motors
Building B Loan, as more specifically set forth herein and in the Pooling and
Servicing Agreement.

            As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the Collection Account attributable to the Mortgage Loans as
identified on the Trust Ledger, the Serviced Whole Loan Collection Accounts (to
the extent of the Trust Fund's interest therein and specifically excluding any
interest of any Serviced Companion Loan Noteholder therein), the Distribution
Accounts, any Excess Liquidation Proceeds Account (to the extent of the Trust
Fund's interest therein and specifically excluding any interest of any Serviced
Companion Loan Noteholder therein), the Interest Reserve Account, any REO
Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Lower-Tier
Regular Interests; and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to
the related Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee and the Bond Administrator.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Bond Administrator shall
execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Balance. Such Certificates shall
be delivered by the Certificate Registrar in accordance with Article V of the
Pooling and Servicing Agreement.

            Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicer, the Special Servicer, the Trustee, the
Bond Administrator, the Certificate Registrar, any Paying Agent and any agent of
any of them may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Special Servicer, the Trustee, the Bond Administrator, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by
notice or knowledge to the contrary.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) of that Agreement. In connection with any transfer to an
Institutional Accredited Investor, the transferor shall reimburse the Trust Fund
for any costs (including the cost of the Certificate Registrar's counsel's
review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in the Pooling and Servicing
Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a
sum sufficient to cover any tax, expense or other governmental charge payable in
connection with any such transfer.

            The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator without the consent of any of the
Certificateholders or the Serviced Companion Loan Noteholders, (i) to cure any
ambiguity or to correct any error; (ii) to cause the provisions herein to
conform or be consistent with or in furtherance of the statements made in the
Prospectus, the Private Placement Memorandum or the Class GMB Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates or any class of
Serviced Companion Loan Securities by each Rating Agency; and (iv) to amend or
supplement a provision, or to supplement any other provisions to the extent not
inconsistent with the provisions of the Pooling and Servicing Agreement, or any
other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not
consenting thereto, as evidenced in writing by an Opinion of Counsel or, if
solely affecting any Certificateholder or Serviced Companion Loan Noteholder,
confirmation in writing from each Rating Agency then rating any Certificates or
Serviced Companion Loan Securities that such amendment will not result in a
qualification, withdrawal or downgrading of the then-current ratings assigned to
the Certificates or any Serviced Companion Loan Securities, as applicable. In no
event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.

            The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Trustee and the Bond Administrator with the prior written consent
of the Holders of Certificates representing not less than 66-2/3% of the
Percentage Interests of each Class of Certificates affected thereby (including
without limitation the Holders of the Class GMB Certificates, if affected
thereby) and each Serviced Companion Loan Noteholder affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or modifying in any
manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, however, that no such amendment may:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on any Certificate, without the consent of the
                  Holders of Certificates representing all of the Percentage
                  Interests of the Class or Classes affected thereby, or which
                  are required to be distributed to any Serviced Companion Loan
                  Noteholders without the consent of such Serviced Companion
                  Loan Noteholders;

            (ii)  change the percentages of Voting Rights of Holders of
                  Certificates which are required to consent to any action or
                  inaction under the Pooling and Servicing Agreement;

            (iii) alter the Servicing Standard or obligations of the Servicer or
                  the Trustee to make a P&I Advance or a Property Advance,
                  without the consent of the Holders of Certificates
                  representing all of the Percentage Interests of the Class or
                  Classes affected thereby; or

            (iv)  amend any section of the Pooling and Servicing Agreement which
                  relates to the amendment of the Pooling and Servicing
                  Agreement without the consent of the Holders of all
                  Certificates representing all of the Percentage Interests of
                  the Class or Classes affected thereby (including without
                  limitation the holders of the Class GMB Certificates, if
                  affected thereby) and the consent of any affected Serviced
                  Companion Loan Noteholders.

            Further, the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator, at any time and from time to time, without
the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as
a REMIC or the qualification of the Grantor Trust as a Grantor Trust, or to
prevent the imposition of any additional material state or local taxes, at all
times that any Certificates are outstanding; provided, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder or, if applicable, any Serviced
Companion Loan Noteholder.

            The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Servicer, and if the Servicer does not exercise its option, the
Special Servicer, may effect an early termination of the Trust Fund, upon not
less than 30 days' prior Notice of Termination given to the Trustee, the Bond
Administrator, the Special Servicer and the Servicer any time on or after the
Early Termination Notice Date (defined as any date as of which the aggregate
Stated Principal Balance of the Mortgage Loans is less than 1.0% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
all property acquired in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to the greater of:

            (i)   the sum of

                  (A)   100% of the Stated Principal Balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Anticipated Termination Date
                        (less any P&I Advances previously made on account of
                        principal);

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Anticipated Termination Date, as determined by an
                        Independent appraiser acceptable to the Servicer as of a
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on the unpaid balance of
                        each Mortgage Loan (including any Mortgage Loan as to
                        which title to the related Mortgaged Property has been
                        acquired) at the Mortgage Rate to the last day of the
                        month preceding such Anticipated Termination Date (less
                        any P&I Advances previously made on account of
                        interest); and

                  (D)   the aggregate amount of unreimbursed Advances, with
                        interest thereon at the Advance Rate, and unpaid
                        Servicing Compensation, Special Servicing Compensation,
                        Trustee Fees and Trust Fund expenses; and

            (ii)  the aggregate fair market value of the Mortgage Loans, and all
                  other property acquired in respect of any Mortgage Loan in the
                  Trust Fund, on the last day of the month preceding such
                  Anticipated Termination Date, as determined by an Independent
                  appraiser acceptable to the Servicer as of a date not more
                  than 30 days prior to the last day of the month preceding such
                  Distribution Date, together with one month's interest thereon
                  at the Mortgage Rate.

            In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class A-J, Class B,
Class C and Class D Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of its Certificates (other than the Class
Q, Class R and Class LR Certificates), including the Class X-C, Class X-P
Certificates and the Class GMB Certificates, for all of the Mortgage Loans and
each REO Property (or the Trust Fund's beneficial interest in a Mortgaged
Property acquired with respect to a Non-Serviced Mortgage Loan) remaining in the
Trust Fund as contemplated by clause (ii) of Section 9.01(a) and Section 9.01(g)
of the Pooling and Servicing Agreement by giving written notice to all the
parties to the Pooling and Servicing Agreement no later than 60 days prior to
the anticipated date of exchange.

            All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee and the Bond
Administrator shall be entitled to rely conclusively on any determination made
by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.

            The respective obligations and responsibilities of the Servicer, the
Special Servicer, the Depositor, the Trustee and the Bond Administrator created
by the Pooling and Servicing Agreement with respect to the Certificates (other
than the obligations of the Bond Administrator to make certain payments and to
send certain notices to Certificateholders as thereinafter set forth) shall
terminate upon payment (or provision for payment) to the Certificateholders and
the Serviced Companion Loan Noteholders of all amounts held by or on behalf of
the Bond Administrator and Servicer, as the case may be, required under the
Pooling and Servicing Agreement to be so paid on the Distribution Date following
the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the
Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of
the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.

            Unless the Certificate of Authentication on this Certificate has
been executed by the Bond Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose.

            IN WITNESS WHEREOF, the Bond Administrator has caused this Class
GMB-2 Certificate to be duly executed.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Bond Administrator


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


                          Certificate of Authentication
                          -----------------------------

            This is one of the Class GMB-2 Certificates referred to in the
Pooling and Servicing Agreement.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Authenticating Agent


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer

                                   Class GMB-2
                                   Schedule A

                                            Remaining Certificate
            Certificate Balance             Balance of this           Notation
Date        Exchanged or Transferred        Certificate               Made By
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(1) For Reg S Global Certificates only.

(2) For Rule 144A Global Certificates only.


<PAGE>


                                  EXHIBIT A-26

                               FORM OF CLASS GMB-3
                     [RULE 144A] [REG S] GLOBAL CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE OR FOREIGN
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
1933 ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE 144A ("QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A PERSON
PURCHASING FOR THE ACCOUNT OF ANOTHER QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE 1933 ACT, (4) IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF REGULATION S OR (5) TO A PERSON INVOLVED IN THE
ORGANIZATION OR OPERATION OF THE ISSUER (WITHIN THE MEANING OF RULE 3a-7 UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED) OR AN AFFILIATE OF SUCH A
PERSON, AS DEFINED IN RULE 405 OF THE 1933 ACT, PURCHASING THE CERTIFICATES
BEING SOLD TO IT FOR ITS OWN ACCOUNT AND (B) IN ACCORDANCE WITH ANY OTHER
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES
HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE BOND
ADMINISTRATOR, THE SERVICER AND THE DEPOSITOR AGAINST ANY LIABILITY THAT MAY
RESULT IF THE TRANSFER IS NOT EXEMPT FROM THE 1933 ACT OR IS NOT MADE IN
ACCORDANCE WITH FEDERAL AND STATE LAWS.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
BOND ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
THEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.

THIS CLASS GMB-3 CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF
CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE
CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE
UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.](1)

                        COMM 2005-LP5 COMMERCIAL MORTGAGE
                     PASS-THROUGH CERTIFICATES, CLASS GMB-3

Class GMB-3 Pass-Through Rate: 5.4930%      CUSIP:
                                            [_______](2) [_______](1)

                                            ISIN:
                                            [_______](2) [_______](1)

                                            Common Code: [_______]

Original Aggregate Certificate Balance of   Initial Certificate Balance of this
the Class GMB-3 Certificates: $16,200,000   Certificate: [$_________](2) [$0](1)

First Distribution Date: May 10, 2005       Cut-off Date: April 1, 2005

Scheduled Final Distribution Date:          No.: GMB-3-1
February 10, 2010

            This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class GMB-3 Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing properties and
held in trust by the Trustee and serviced by the Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and
Servicing Agreement (as defined below). The Holder of this Certificate, by
virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. Also issued under
the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-SB, Class A-4, Class A-1A, Class X-C, Class X-P, Class A-J, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O, Class P, Class GMB-1, Class GMB-2, Class GMB-4, Class
Q, Class R and Class LR Certificates (together with the Class GMB-3
Certificates, the "Certificates"; the Holders of Certificates issued under the
Pooling and Servicing Agreement are collectively referred to herein as
"Certificateholders").

            This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of April 1, 2005 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as Servicer,
Lennar Partners, Inc., as Special Servicer, Wells Fargo Bank, N.A., as Trustee
and LaSalle Bank National Association, as Bond Administrator and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.

            Neither the Trustee nor the Bond Administrator makes any
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans and the Bond
Administrator has executed this Certificate in its limited capacity as Bond
Administrator under the Pooling and Servicing Agreement.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Bond Administrator, or the Paying Agent on behalf of the Bond Administrator,
will distribute (other than the final distribution on any Certificate), on the
tenth day of each month, or if such day is not a Business Day, the Business Day
immediately following such day, commencing in May 2005 (each such date, a
"Distribution Date") an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class GMB-3 Certificates for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement.

            During each Interest Accrual Period (as defined below), interest on
the Class GMB-3 Certificates will be calculated based on a 360-day year
consisting of twelve 30-day months on the outstanding Certificate Balance
hereof.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.

            All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in May 2005, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Bond
Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of
such final distribution.

            Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall be set
aside and held in trust for the benefit of the appropriate non-tendering
Certificateholders. If any Certificates as to which notice of the Termination
Date has been given pursuant to the Pooling and Servicing Agreement shall not
have been surrendered for cancellation within six months after the time
specified in such notice, the Bond Administrator shall mail a second notice to
the remaining non-tendering Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect
thereto. If within one year after the second notice any Certificate shall not
have been surrendered for cancellation, the Bond Administrator may, directly or
through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds in trust and of contacting such
Certificateholders shall be paid out of such funds. If within two years after
the second notice any Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Bond Administrator all amounts
distributable to the Holders thereof, and the Bond Administrator shall
thereafter hold such amounts for the benefit of such Holders until the earlier
of (i) its termination as Bond Administrator under the Pooling and Servicing
Agreement and the transfer of such amounts to a successor bond administrator and
(ii) the termination of the Trust Fund and distribution of such amounts to the
Residual Certificateholders. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Such funds held by the Bond
Administrator may be invested under certain circumstances, and all income and
gain realized from investment of such funds shall be for the benefit of the Bond
Administrator.

            This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the General Motors
Building B Loan, as more specifically set forth herein and in the Pooling and
Servicing Agreement.

            As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the Collection Account attributable to the Mortgage Loans as
identified on the Trust Ledger, the Serviced Whole Loan Collection Accounts (to
the extent of the Trust Fund's interest therein and specifically excluding any
interest of any Serviced Companion Loan Noteholder therein), the Distribution
Accounts, any Excess Liquidation Proceeds Account (to the extent of the Trust
Fund's interest therein and specifically excluding any interest of any Serviced
Companion Loan Noteholder therein), the Interest Reserve Account, any REO
Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Lower-Tier
Regular Interests; and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to
the related Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee and the Bond Administrator.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Bond Administrator shall
execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Balance. Such Certificates shall
be delivered by the Certificate Registrar in accordance with Article V of the
Pooling and Servicing Agreement.

            Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicer, the Special Servicer, the Trustee, the
Bond Administrator, the Certificate Registrar, any Paying Agent and any agent of
any of them may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Special Servicer, the Trustee, the Bond Administrator, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by
notice or knowledge to the contrary.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) of that Agreement. In connection with any transfer to an
Institutional Accredited Investor, the transferor shall reimburse the Trust Fund
for any costs (including the cost of the Certificate Registrar's counsel's
review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in the Pooling and Servicing
Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a
sum sufficient to cover any tax, expense or other governmental charge payable in
connection with any such transfer.

            The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator without the consent of any of the
Certificateholders or the Serviced Companion Loan Noteholders, (i) to cure any
ambiguity or to correct any error; (ii) to cause the provisions herein to
conform or be consistent with or in furtherance of the statements made in the
Prospectus, the Private Placement Memorandum or the Class GMB Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates or any class of
Serviced Companion Loan Securities by each Rating Agency; and (iv) to amend or
supplement a provision, or to supplement any other provisions to the extent not
inconsistent with the provisions of the Pooling and Servicing Agreement, or any
other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not
consenting thereto, as evidenced in writing by an Opinion of Counsel or, if
solely affecting any Certificateholder or Serviced Companion Loan Noteholder,
confirmation in writing from each Rating Agency then rating any Certificates or
Serviced Companion Loan Securities that such amendment will not result in a
qualification, withdrawal or downgrading of the then-current ratings assigned to
the Certificates or any Serviced Companion Loan Securities, as applicable. In no
event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.

            The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Trustee and the Bond Administrator with the prior written consent
of the Holders of Certificates representing not less than 66-2/3% of the
Percentage Interests of each Class of Certificates affected thereby (including
without limitation the Holders of the Class GMB Certificates, if affected
thereby) and each Serviced Companion Loan Noteholder affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or modifying in any
manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, however, that no such amendment may:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on any Certificate, without the consent of the
                  Holders of Certificates representing all of the Percentage
                  Interests of the Class or Classes affected thereby, or which
                  are required to be distributed to any Serviced Companion Loan
                  Noteholders without the consent of such Serviced Companion
                  Loan Noteholders;

            (ii)  change the percentages of Voting Rights of Holders of
                  Certificates which are required to consent to any action or
                  inaction under the Pooling and Servicing Agreement;

            (iii) alter the Servicing Standard or obligations of the Servicer or
                  the Trustee to make a P&I Advance or a Property Advance,
                  without the consent of the Holders of Certificates
                  representing all of the Percentage Interests of the Class or
                  Classes affected thereby; or

            (iv)  amend any section of the Pooling and Servicing Agreement which
                  relates to the amendment of the Pooling and Servicing
                  Agreement without the consent of the Holders of all
                  Certificates representing all of the Percentage Interests of
                  the Class or Classes affected thereby (including without
                  limitation the holders of the Class GMB Certificates, if
                  affected thereby) and the consent of any affected Serviced
                  Companion Loan Noteholders.

            Further, the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator, at any time and from time to time, without
the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as
a REMIC or the qualification of the Grantor Trust as a Grantor Trust, or to
prevent the imposition of any additional material state or local taxes, at all
times that any Certificates are outstanding; provided, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder or, if applicable, any Serviced
Companion Loan Noteholder.

            The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Servicer, and if the Servicer does not exercise its option, the
Special Servicer, may effect an early termination of the Trust Fund, upon not
less than 30 days' prior Notice of Termination given to the Trustee, the Bond
Administrator, the Special Servicer and the Servicer any time on or after the
Early Termination Notice Date (defined as any date as of which the aggregate
Stated Principal Balance of the Mortgage Loans is less than 1.0% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
all property acquired in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to the greater of:

            (i)   the sum of

                  (A)   100% of the Stated Principal Balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Anticipated Termination Date
                        (less any P&I Advances previously made on account of
                        principal);

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Anticipated Termination Date, as determined by an
                        Independent appraiser acceptable to the Servicer as of a
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on the unpaid balance of
                        each Mortgage Loan (including any Mortgage Loan as to
                        which title to the related Mortgaged Property has been
                        acquired) at the Mortgage Rate to the last day of the
                        month preceding such Anticipated Termination Date (less
                        any P&I Advances previously made on account of
                        interest); and

                  (D)   the aggregate amount of unreimbursed Advances, with
                        interest thereon at the Advance Rate, and unpaid
                        Servicing Compensation, Special Servicing Compensation,
                        Trustee Fees and Trust Fund expenses; and

            (ii)  the aggregate fair market value of the Mortgage Loans, and all
                  other property acquired in respect of any Mortgage Loan in the
                  Trust Fund, on the last day of the month preceding such
                  Anticipated Termination Date, as determined by an Independent
                  appraiser acceptable to the Servicer as of a date not more
                  than 30 days prior to the last day of the month preceding such
                  Distribution Date, together with one month's interest thereon
                  at the Mortgage Rate.

            In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class A-J, Class B,
Class C and Class D Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of its Certificates (other than the Class
Q, Class R and Class LR Certificates), including the Class X-C, Class X-P
Certificates and the Class GMB Certificates, for all of the Mortgage Loans and
each REO Property (or the Trust Fund's beneficial interest in a Mortgaged
Property acquired with respect to a Non-Serviced Mortgage Loan) remaining in the
Trust Fund as contemplated by clause (ii) of Section 9.01(a) and Section 9.01(g)
of the Pooling and Servicing Agreement by giving written notice to all the
parties to the Pooling and Servicing Agreement no later than 60 days prior to
the anticipated date of exchange.

            All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee and the Bond
Administrator shall be entitled to rely conclusively on any determination made
by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.

            The respective obligations and responsibilities of the Servicer, the
Special Servicer, the Depositor, the Trustee and the Bond Administrator created
by the Pooling and Servicing Agreement with respect to the Certificates (other
than the obligations of the Bond Administrator to make certain payments and to
send certain notices to Certificateholders as thereinafter set forth) shall
terminate upon payment (or provision for payment) to the Certificateholders and
the Serviced Companion Loan Noteholders of all amounts held by or on behalf of
the Bond Administrator and Servicer, as the case may be, required under the
Pooling and Servicing Agreement to be so paid on the Distribution Date following
the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the
Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of
the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.

            Unless the Certificate of Authentication on this Certificate has
been executed by the Bond Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose.

            IN WITNESS WHEREOF, the Bond Administrator has caused this Class
GMB-3 Certificate to be duly executed.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Bond Administrator


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


                          Certificate of Authentication
                          -----------------------------

            This is one of the Class GMB-3 Certificates referred to in the
Pooling and Servicing Agreement.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Authenticating Agent


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer

                                   Class GMB-3
                                   Schedule A

                                            Remaining Certificate
            Certificate Balance             Balance of this           Notation
Date        Exchanged or Transferred        Certificate               Made By
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----------

(1) For Reg S Global Certificates only.

(2) For Rule 144A Global Certificates only.


<PAGE>


                                  EXHIBIT A-27

                               FORM OF CLASS GMB-4
                     [RULE 144A] [REG S] GLOBAL CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE OR FOREIGN
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
1933 ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE 144A ("QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A PERSON
PURCHASING FOR THE ACCOUNT OF ANOTHER QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE 1933 ACT, (4) IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF REGULATION S OR (5) TO A PERSON INVOLVED IN THE
ORGANIZATION OR OPERATION OF THE ISSUER (WITHIN THE MEANING OF RULE 3a-7 UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED) OR AN AFFILIATE OF SUCH A
PERSON, AS DEFINED IN RULE 405 OF THE 1933 ACT, PURCHASING THE CERTIFICATES
BEING SOLD TO IT FOR ITS OWN ACCOUNT AND (B) IN ACCORDANCE WITH ANY OTHER
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES
HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE BOND
ADMINISTRATOR, THE SERVICER AND THE DEPOSITOR AGAINST ANY LIABILITY THAT MAY
RESULT IF THE TRANSFER IS NOT EXEMPT FROM THE 1933 ACT OR IS NOT MADE IN
ACCORDANCE WITH FEDERAL AND STATE LAWS.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
BOND ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
THEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.

THIS CLASS GMB-4 CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF
CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE
CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE
UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.](1)

                        COMM 2005-LP5 COMMERCIAL MORTGAGE
                     PASS-THROUGH CERTIFICATES, CLASS GMB-4

Class GMB-4 Pass-Through Rate: 5.7380%      CUSIP:
                                            [_______](2) [_______](1)

                                            ISIN:
                                            [_______](2) [_______](1)

                                            Common Code: [_______]

Original Aggregate Certificate Balance of   Initial Certificate Balance of this
the Class GMB-4 Certificates: $14,300,000   Certificate: [$_________](2) [$0](1)

First Distribution Date: May 10, 2005       Cut-off Date:  pril 1, 2005

Scheduled Final Distribution Date:          No.: GMB-4-1
February 10, 2010

            This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class GMB-4 Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing properties and
held in trust by the Trustee and serviced by the Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and
Servicing Agreement (as defined below). The Holder of this Certificate, by
virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. Also issued under
the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-SB, Class A-4, Class A-1A, Class X-C, Class X-P, Class A-J, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O, Class, P, Class GMB-1, Class GMB-2, Class GMB-3,
Class Q, Class R and Class LR Certificates (together with the Class GMB-4
Certificates, the "Certificates"; the Holders of Certificates issued under the
Pooling and Servicing Agreement are collectively referred to herein as
"Certificateholders").

            This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of April 1, 2005 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as Servicer,
Lennar Partners, Inc., as Special Servicer, Wells Fargo Bank, N.A., as Trustee
and LaSalle Bank National Association, as Bond Administrator and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.

            Neither the Trustee nor the Bond Administrator makes any
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans and the Bond
Administrator has executed this Certificate in its limited capacity as Bond
Administrator under the Pooling and Servicing Agreement.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Bond Administrator, or the Paying Agent on behalf of the Bond Administrator,
will distribute (other than the final distribution on any Certificate), on the
tenth day of each month, or if such day is not a Business Day, the Business Day
immediately following such day, commencing in May 2005 (each such date, a
"Distribution Date") an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the Class GMB-4 Certificates for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement.

            During each Interest Accrual Period (as defined below), interest on
the Class GMB-4 Certificates will be calculated based on a 360-day year
consisting of twelve 30-day months on the outstanding Certificate Balance
hereof.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.

            All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in May 2005, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Bond
Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of
such final distribution.

            Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall be set
aside and held in trust for the benefit of the appropriate non-tendering
Certificateholders. If any Certificates as to which notice of the Termination
Date has been given pursuant to the Pooling and Servicing Agreement shall not
have been surrendered for cancellation within six months after the time
specified in such notice, the Bond Administrator shall mail a second notice to
the remaining non-tendering Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect
thereto. If within one year after the second notice any Certificate shall not
have been surrendered for cancellation, the Bond Administrator may, directly or
through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds in trust and of contacting such
Certificateholders shall be paid out of such funds. If within two years after
the second notice any Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Bond Administrator all amounts
distributable to the Holders thereof, and the Bond Administrator shall
thereafter hold such amounts for the benefit of such Holders until the earlier
of (i) its termination as Bond Administrator under the Pooling and Servicing
Agreement and the transfer of such amounts to a successor bond administrator and
(ii) the termination of the Trust Fund and distribution of such amounts to the
Residual Certificateholders. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Such funds held by the Bond
Administrator may be invested under certain circumstances, and all income and
gain realized from investment of such funds shall be for the benefit of the Bond
Administrator.

            This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the General Motors
Building B Loan, as more specifically set forth herein and in the Pooling and
Servicing Agreement.

            As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the Collection Account attributable to the Mortgage Loans as
identified on the Trust Ledger, the Serviced Whole Loan Collection Accounts (to
the extent of the Trust Fund's interest therein and specifically excluding any
interest of any Serviced Companion Loan Noteholder therein), the Distribution
Accounts, any Excess Liquidation Proceeds Account (to the extent of the Trust
Fund's interest therein and specifically excluding any interest of any Serviced
Companion Loan Noteholder therein), the Interest Reserve Account, any REO
Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Lower-Tier
Regular Interests; and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to
the related Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee and the Bond Administrator.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Bond Administrator shall
execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Balance. Such Certificates shall
be delivered by the Certificate Registrar in accordance with Article V of the
Pooling and Servicing Agreement.

            Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicer, the Special Servicer, the Trustee, the
Bond Administrator, the Certificate Registrar, any Paying Agent and any agent of
any of them may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Special Servicer, the Trustee, the Bond Administrator, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by
notice or knowledge to the contrary.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) of that Agreement. In connection with any transfer to an
Institutional Accredited Investor, the transferor shall reimburse the Trust Fund
for any costs (including the cost of the Certificate Registrar's counsel's
review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in the Pooling and Servicing
Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a
sum sufficient to cover any tax, expense or other governmental charge payable in
connection with any such transfer.

            The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator without the consent of any of the
Certificateholders or the Serviced Companion Loan Noteholders, (i) to cure any
ambiguity or to correct any error; (ii) to cause the provisions herein to
conform or be consistent with or in furtherance of the statements made in the
Prospectus, the Private Placement Memorandum or the Class GMB Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates or any class of
Serviced Companion Loan Securities by each Rating Agency; and (iv) to amend or
supplement a provision, or to supplement any other provisions to the extent not
inconsistent with the provisions of the Pooling and Servicing Agreement, or any
other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not
consenting thereto, as evidenced in writing by an Opinion of Counsel or, if
solely affecting any Certificateholder or Serviced Companion Loan Noteholder,
confirmation in writing from each Rating Agency then rating any Certificates or
Serviced Companion Loan Securities that such amendment will not result in a
qualification, withdrawal or downgrading of the then-current ratings assigned to
the Certificates or any Serviced Companion Loan Securities, as applicable. In no
event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.

            The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Trustee and the Bond Administrator with the prior written consent
of the Holders of Certificates representing not less than 66-2/3% of the
Percentage Interests of each Class of Certificates affected thereby (including
without limitation the Holders of the Class GMB Certificates, if affected
thereby) and each Serviced Companion Loan Noteholder affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or modifying in any
manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, however, that no such amendment may:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on any Certificate, without the consent of the
                  Holders of Certificates representing all of the Percentage
                  Interests of the Class or Classes affected thereby, or which
                  are required to be distributed to any Serviced Companion Loan
                  Noteholders without the consent of such Serviced Companion
                  Loan Noteholders;

            (ii)  change the percentages of Voting Rights of Holders of
                  Certificates which are required to consent to any action or
                  inaction under the Pooling and Servicing Agreement;

            (iii) alter the Servicing Standard or obligations of the Servicer or
                  the Trustee to make a P&I Advance or a Property Advance,
                  without the consent of the Holders of Certificates
                  representing all of the Percentage Interests of the Class or
                  Classes affected thereby; or

            (iv)  amend any section of the Pooling and Servicing Agreement which
                  relates to the amendment of the Pooling and Servicing
                  Agreement without the consent of the Holders of all
                  Certificates representing all of the Percentage Interests of
                  the Class or Classes affected thereby (including without
                  limitation the holders of the Class GMB Certificates, if
                  affected thereby) and the consent of any affected Serviced
                  Companion Loan Noteholders.

            Further, the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator, at any time and from time to time, without
the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as
a REMIC or the qualification of the Grantor Trust as a Grantor Trust, or to
prevent the imposition of any additional material state or local taxes, at all
times that any Certificates are outstanding; provided, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder or, if applicable, any Serviced
Companion Loan Noteholder.

            The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Servicer, and if the Servicer does not exercise its option, the
Special Servicer, may effect an early termination of the Trust Fund, upon not
less than 30 days' prior Notice of Termination given to the Trustee, the Bond
Administrator, the Special Servicer and the Servicer any time on or after the
Early Termination Notice Date (defined as any date as of which the aggregate
Stated Principal Balance of the Mortgage Loans is less than 1.0% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
all property acquired in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to the greater of:

            (i)   the sum of

                  (A)   100% of the Stated Principal Balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Anticipated Termination Date
                        (less any P&I Advances previously made on account of
                        principal);

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Anticipated Termination Date, as determined by an
                        Independent appraiser acceptable to the Servicer as of a
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on the unpaid balance of
                        each Mortgage Loan (including any Mortgage Loan as to
                        which title to the related Mortgaged Property has been
                        acquired) at the Mortgage Rate to the last day of the
                        month preceding such Anticipated Termination Date (less
                        any P&I Advances previously made on account of
                        interest); and

                  (D)   the aggregate amount of unreimbursed Advances, with
                        interest thereon at the Advance Rate, and unpaid
                        Servicing Compensation, Special Servicing Compensation,
                        Trustee Fees and Trust Fund expenses; and

            (ii)  the aggregate fair market value of the Mortgage Loans, and all
                  other property acquired in respect of any Mortgage Loan in the
                  Trust Fund, on the last day of the month preceding such
                  Anticipated Termination Date, as determined by an Independent
                  appraiser acceptable to the Servicer as of a date not more
                  than 30 days prior to the last day of the month preceding such
                  Distribution Date, together with one month's interest thereon
                  at the Mortgage Rate.

            In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class A-J, Class B,
Class C and Class D Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of its Certificates (other than the Class
Q, Class R and Class LR Certificates), including the Class X-C, Class X-P
Certificates and the Class GMB Certificates, for all of the Mortgage Loans and
each REO Property (or the Trust Fund's beneficial interest in a Mortgaged
Property acquired with respect to a Non-Serviced Mortgage Loan) remaining in the
Trust Fund as contemplated by clause (ii) of Section 9.01(a) and Section 9.01(g)
of the Pooling and Servicing Agreement by giving written notice to all the
parties to the Pooling and Servicing Agreement no later than 60 days prior to
the anticipated date of exchange.

            All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee and the Bond
Administrator shall be entitled to rely conclusively on any determination made
by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.

            The respective obligations and responsibilities of the Servicer, the
Special Servicer, the Depositor, the Trustee and the Bond Administrator created
by the Pooling and Servicing Agreement with respect to the Certificates (other
than the obligations of the Bond Administrator to make certain payments and to
send certain notices to Certificateholders as thereinafter set forth) shall
terminate upon payment (or provision for payment) to the Certificateholders and
the Serviced Companion Loan Noteholders of all amounts held by or on behalf of
the Bond Administrator and Servicer, as the case may be, required under the
Pooling and Servicing Agreement to be so paid on the Distribution Date following
the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the
Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of
the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.

            Unless the Certificate of Authentication on this Certificate has
been executed by the Bond Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose.

            IN WITNESS WHEREOF, the Bond Administrator has caused this Class
GMB-4 Certificate to be duly executed.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Bond Administrator


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


                          Certificate of Authentication
                          -----------------------------

            This is one of the Class GMB-4 Certificates referred to in the
Pooling and Servicing Agreement.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Authenticating Agent


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer

                                   Class GMB-4
                                   Schedule A

                                            Remaining Certificate
            Certificate Balance             Balance of this           Notation
Date        Exchanged or Transferred        Certificate               Made By
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(1) For Reg S Global Certificates only.

(2) For Rule 144A Global Certificates only.


<PAGE>


                                  EXHIBIT A-28

                           FORM OF CLASS Q CERTIFICATE

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE OR FOREIGN
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
1933 ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE 144A ("QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A PERSON
PURCHASING FOR THE ACCOUNT OF ANOTHER QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE 1933 ACT, (4) IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF REGULATION S OR (5) TO A PERSON INVOLVED IN THE
ORGANIZATION OR OPERATION OF THE ISSUER (WITHIN THE MEANING OF RULE 3a-7 UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED) OR AN AFFILIATE OF SUCH A
PERSON, AS DEFINED IN RULE 405 OF THE 1933 ACT, PURCHASING THE CERTIFICATES
BEING SOLD TO IT FOR ITS OWN ACCOUNT AND (B) IN ACCORDANCE WITH ANY OTHER
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES
HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE BOND
ADMINISTRATOR, THE SERVICER AND THE DEPOSITOR AGAINST ANY LIABILITY THAT MAY
RESULT IF THE TRANSFER IS NOT EXEMPT FROM THE 1933 ACT OR IS NOT MADE IN
ACCORDANCE WITH FEDERAL AND STATE LAWS.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
BOND ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974. AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE OR ANY
GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN"), OR ANY PERSON ACTING ON BEHALF
OF OR INVESTING THE ASSETS OF A PLAN.

                        COMM 2005-LP5 COMMERCIAL MORTGAGE
                       PASS-THROUGH CERTIFICATES, CLASS LR

                      No.:  Q     Percentage Interest: 100%

            This certifies that [____________] is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class Q Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling and Servicing Agreement and is bound thereby. Also issued under the
Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class
A-SB, Class A-4, Class A-1A, Class X-C, Class X-P, Class A-J, Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class O, Class P, Class GMB-1, Class GMB-2, Class GMB-3, Class GMB-4,
Class R and Class LR Certificates (together with the Class Q Certificates, the
"Certificates"; the Holders of Certificates issued under the Pooling and
Servicing Agreement are collectively referred to herein as
"Certificateholders").

            This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of April 1, 2005 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as Servicer,
Lennar Partners, Inc., as Special Servicer, Wells Fargo Bank, N.A., as Trustee
and LaSalle Bank National Association, as Bond Administrator and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.

            Neither the Trustee nor the Bond Administrator makes any
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans and the Bond
Administrator has executed this Certificate in its limited capacity as Bond
Administrator under the Pooling and Servicing Agreement.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Bond Administrator, or the Paying Agent on behalf of the Bond Administrator,
will distribute (other than the final distribution on any Certificate), on the
tenth day of each month, or if such day is not a Business Day, the Business Day
immediately following such day, commencing in May 2005 (each such date, a
"Distribution Date") an amount equal to such Person's pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the
aggregate amount of Excess Interest then distributable, if any, allocable to the
Class Q Certificates for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement.

            All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in May 2005, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Bond
Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of
such final distribution.

            Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall be set
aside and held in trust for the benefit of the appropriate non-tendering
Certificateholders. If any Certificates as to which notice of the Termination
Date has been given pursuant to the Pooling and Servicing Agreement shall not
have been surrendered for cancellation within six months after the time
specified in such notice, the Bond Administrator shall mail a second notice to
the remaining non-tendering Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect
thereto. If within one year after the second notice any Certificate shall not
have been surrendered for cancellation, the Bond Administrator may, directly or
through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds in trust and of contacting such
Certificateholders shall be paid out of such funds. If within two years after
the second notice any Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Bond Administrator all amounts
distributable to the Holders thereof, and the Bond Administrator shall
thereafter hold such amounts for the benefit of such Holders until the earlier
of (i) its termination as Bond Administrator under the Pooling and Servicing
Agreement and the transfer of such amounts to a successor bond administrator and
(ii) the termination of the Trust Fund and distribution of such amounts to the
Residual Certificateholders. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Such funds held by the Bond
Administrator may be invested under certain circumstances, and all income and
gain realized from investment of such funds shall be for the benefit of the Bond
Administrator.

            This Certificate is limited in right of payment to Excess Interest,
as more specifically set forth herein and in the Pooling and Servicing
Agreement.

            As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the Collection Account attributable to the Mortgage Loans as
identified on the Trust Ledger, the Serviced Whole Loan Collection Accounts (to
the extent of the Trust Fund's interest therein and specifically excluding any
interest of any Serviced Companion Loan Noteholder therein), the Distribution
Accounts, any Excess Liquidation Proceeds Account (to the extent of the Trust
Fund's interest therein and specifically excluding any interest of any Serviced
Companion Loan Noteholder therein), the Interest Reserve Account, any REO
Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Lower-Tier
Regular Interests; and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to
the related Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee and the Bond Administrator.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Bond Administrator shall
execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Balance. Such Certificates shall
be delivered by the Certificate Registrar in accordance with Article V of the
Pooling and Servicing Agreement.

            Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicer, the Special Servicer, the Trustee, the
Bond Administrator, the Certificate Registrar, any Paying Agent and any agent of
any of them may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Special Servicer, the Trustee, the Bond Administrator, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by
notice or knowledge to the contrary.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) of that Agreement. In connection with any transfer to an
Institutional Accredited Investor, the transferor shall reimburse the Trust Fund
for any costs (including the cost of the Certificate Registrar's counsel's
review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in the Pooling and Servicing
Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a
sum sufficient to cover any tax, expense or other governmental charge payable in
connection with any such transfer.

            The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator without the consent of any of the
Certificateholders or the Serviced Companion Loan Noteholders, (i) to cure any
ambiguity or to correct any error; (ii) to cause the provisions herein to
conform or be consistent with or in furtherance of the statements made in the
Prospectus, the Private Placement Memorandum or the Class GMB Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates or any class of
Serviced Companion Loan Securities by each Rating Agency; and (iv) to amend or
supplement a provision, or to supplement any other provisions to the extent not
inconsistent with the provisions of the Pooling and Servicing Agreement, or any
other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not
consenting thereto, as evidenced in writing by an Opinion of Counsel or, if
solely affecting any Certificateholder or Serviced Companion Loan Noteholder,
confirmation in writing from each Rating Agency then rating any Certificates or
Serviced Companion Loan Securities that such amendment will not result in a
qualification, withdrawal or downgrading of the then-current ratings assigned to
the Certificates or any Serviced Companion Loan Securities, as applicable. In no
event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.

            The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Trustee and the Bond Administrator with the prior written consent
of the Holders of Certificates representing not less than 66-2/3% of the
Percentage Interests of each Class of Certificates affected thereby (including
without limitation the Holders of the Class GMB Certificates, if affected
thereby) and each Serviced Companion Loan Noteholder affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or modifying in any
manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, however, that no such amendment may:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on any Certificate, without the consent of the
                  Holders of Certificates representing all of the Percentage
                  Interests of the Class or Classes affected thereby, or which
                  are required to be distributed to any Serviced Companion Loan
                  Noteholders without the consent of such Serviced Companion
                  Loan Noteholders;

            (ii)  change the percentages of Voting Rights of Holders of
                  Certificates which are required to consent to any action or
                  inaction under the Pooling and Servicing Agreement;

            (iii) alter the Servicing Standard or obligations of the Servicer or
                  the Trustee to make a P&I Advance or a Property Advance,
                  without the consent of the Holders of Certificates
                  representing all of the Percentage Interests of the Class or
                  Classes affected thereby; or

            (iv)  amend any section of the Pooling and Servicing Agreement which
                  relates to the amendment of the Pooling and Servicing
                  Agreement without the consent of the Holders of all
                  Certificates representing all of the Percentage Interests of
                  the Class or Classes affected thereby (including without
                  limitation the holders of the Class GMB Certificates, if
                  affected thereby) and the consent of any affected Serviced
                  Companion Loan Noteholders.

            Further, the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator, at any time and from time to time, without
the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as
a REMIC or the qualification of the Grantor Trust as a Grantor Trust, or to
prevent the imposition of any additional material state or local taxes, at all
times that any Certificates are outstanding; provided, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder or, if applicable, any Serviced
Companion Loan Noteholder.

            The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Servicer, and if the Servicer does not exercise its option, the
Special Servicer, may effect an early termination of the Trust Fund, upon not
less than 30 days' prior Notice of Termination given to the Trustee, the Bond
Administrator, the Special Servicer and the Servicer any time on or after the
Early Termination Notice Date (defined as any date as of which the aggregate
Stated Principal Balance of the Mortgage Loans is less than 1.0% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
all property acquired in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to the greater of:

            (i)   the sum of

                  (A)   100% of the Stated Principal Balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Anticipated Termination Date
                        (less any P&I Advances previously made on account of
                        principal);

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Anticipated Termination Date, as determined by an
                        Independent appraiser acceptable to the Servicer as of a
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on the unpaid balance of
                        each Mortgage Loan (including any Mortgage Loan as to
                        which title to the related Mortgaged Property has been
                        acquired) at the Mortgage Rate to the last day of the
                        month preceding such Anticipated Termination Date (less
                        any P&I Advances previously made on account of
                        interest); and

                  (D)   the aggregate amount of unreimbursed Advances, with
                        interest thereon at the Advance Rate, and unpaid
                        Servicing Compensation, Special Servicing Compensation,
                        Trustee Fees and Trust Fund expenses; and

            (ii)  the aggregate fair market value of the Mortgage Loans, and all
                  other property acquired in respect of any Mortgage Loan in the
                  Trust Fund, on the last day of the month preceding such
                  Anticipated Termination Date, as determined by an Independent
                  appraiser acceptable to the Servicer as of a date not more
                  than 30 days prior to the last day of the month preceding such
                  Distribution Date, together with one month's interest thereon
                  at the Mortgage Rate.

            In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class A-J, Class B,
Class C and Class D Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of its Certificates (other than the Class
Q, Class R and Class LR Certificates), including the Class X-C, Class X-P
Certificates and the Class GMB Certificates, for all of the Mortgage Loans and
each REO Property (or the Trust Fund's beneficial interest in a Mortgaged
Property acquired with respect to a Non-Serviced Mortgage Loan) remaining in the
Trust Fund as contemplated by clause (ii) of Section 9.01(a) and Section 9.01(g)
of the Pooling and Servicing Agreement by giving written notice to all the
parties to the Pooling and Servicing Agreement no later than 60 days prior to
the anticipated date of exchange.

            All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee and the Bond
Administrator shall be entitled to rely conclusively on any determination made
by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.

            The respective obligations and responsibilities of the Servicer, the
Special Servicer, the Depositor, the Trustee and the Bond Administrator created
by the Pooling and Servicing Agreement with respect to the Certificates (other
than the obligations of the Bond Administrator to make certain payments and to
send certain notices to Certificateholders as thereinafter set forth) shall
terminate upon payment (or provision for payment) to the Certificateholders and
the Serviced Companion Loan Noteholders of all amounts held by or on behalf of
the Bond Administrator and Servicer, as the case may be, required under the
Pooling and Servicing Agreement to be so paid on the Distribution Date following
the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the
Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of
the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.

            Unless the Certificate of Authentication on this Certificate has
been executed by the Bond Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose.

            IN WITNESS WHEREOF, the Bond Administrator has caused this Class Q
Certificate to be duly executed.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Bond Administrator


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


                          Certificate of Authentication
                          -----------------------------

            This is one of the Class Q Certificates referred to in the Pooling
and Servicing Agreement.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Authenticating Agent


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


<PAGE>


                                  EXHIBIT A-29

                           FORM OF CLASS R CERTIFICATE

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
BOND ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE CODE. A TRANSFEREE OF THIS
CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION
5.02(l) OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH
AN AFFIDAVIT TO THE TRANSFEROR AND THE BOND ADMINISTRATOR TO THE EFFECT THAT,
AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS
DEFINED IN CODE SECTION 860E(e)(5), OR AN AGENT (INCLUDING A BROKER, NOMINEE OR
OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED
TRANSFEREE, (B) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE
ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE
MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S.
PERSON, (C) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS
TO CONTINUE TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, AND (D) IT INTENDS
TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE.
ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS
NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL
BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED
TRANSFEREE. IF THIS CERTIFICATE REPRESENTS A "NON-ECONOMIC RESIDUAL INTEREST",
AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), TRANSFERS OF THIS
CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO
SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE
DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY
ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO
PAY A SPECIFIED AMOUNT TO THE PROPOSED TRANSFEREE OR TRANSFER TO AN ELIGIBLE
TRANSFEREE AS PROVIDED IN REGULATIONS.

THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE AGREED
TO CONSENT TO ACT AS "TAX MATTERS PERSON" OF THE UPPER TIER REMIC AND TO THE
APPOINTMENT OF THE BOND ADMINISTRATOR AS ATTORNEY-IN-FACT AND AGENT FOR THE TAX
MATTERS PERSON OR AS OTHERWISE PROVIDED IN THE POOLING AND SERVICING AGREEMENT
TO PERFORM THE FUNCTIONS OF A "TAX MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C
OF CHAPTER 63 OF SUBTITLE F OF THE CODE.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE OR FOREIGN
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
1933 ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE 144A ("QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A PERSON
PURCHASING FOR THE ACCOUNT OF ANOTHER QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE 1933 ACT, (4) IN THE CASE OF THE PRIVATE REGULAR
CERTIFICATES, IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904
OF REGULATION S OR (5) TO A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION OF
THE ISSUER (WITHIN THE MEANING OF RULE 3a-7 UNDER THE INVESTMENT COMPANY ACT OF
1940, AS AMENDED) OR AN AFFILIATE OF SUCH A PERSON, AS DEFINED IN RULE 405 OF
THE 1933 ACT, PURCHASING THE CERTIFICATES BEING SOLD TO IT FOR ITS OWN ACCOUNT
AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES.

THIS CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS (A) AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), 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, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH, A "PLAN"), OR (B) A COLLECTIVE INVESTMENT
FUND IN WHICH SUCH PLANS ARE INVESTED, AN INSURANCE COMPANY USING ASSETS OF
SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH
ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR
OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH
PLAN. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL
BE REQUIRED TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING AND
SERVICING AGREEMENT TO SUCH EFFECT.

ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES
HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE BOND
ADMINISTRATOR, THE SERVICER AND THE DEPOSITOR AGAINST ANY LIABILITY THAT MAY
RESULT IF THE TRANSFER IS NOT EXEMPT FROM THE 1933 ACT OR IS NOT MADE IN
ACCORDANCE WITH FEDERAL AND STATE LAWS.

                        COMM 2005-LP5 COMMERCIAL MORTGAGE
                       PASS-THROUGH CERTIFICATES, CLASS R

No.:  R-1                                              Percentage Interest: 100%

            This certifies that [__________] is the registered owner of the
Percentage Interest evidenced by this Certificate in the Trust Fund. The Class R
Certificateholder is not entitled to interest or principal distributions. The
Class R Certificateholder will be entitled to receive the proceeds of the
remaining assets of the Upper-Tier REMIC, if any, on the Final Scheduled
Distribution Date for the Certificates, after distributions in respect of any
accrued but unpaid interest on the Certificates and after distributions in
reduction of principal balance have reduced the principal balances of the
Certificates to zero. It is not anticipated that there will be any assets
remaining in the Upper-Tier REMIC or Trust Fund on the Final Scheduled
Distribution Date following the distributions on the Regular Certificates. The
Trust Fund, described more fully below, consists primarily of a pool of Mortgage
Loans secured by first liens on commercial, multifamily and manufactured housing
properties and held in trust by the Trustee and serviced by the Servicer. The
Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to
the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms,
provisions and conditions of the Pooling and Servicing Agreement and is bound
thereby. Also issued under the Pooling and Servicing Agreement are the Class
A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class X-C, Class
X-P, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H,
Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class GMB-1,
Class GMB-2, Class GMB-3, Class GMB-4, Class Q and Class LR Certificates
(together with the Class R Certificates, the "Certificates"; the Holders of
Certificates issued under the Pooling and Servicing Agreement are collectively
referred to herein as "Certificateholders").

            This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of April 1, 2005 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as Servicer,
Lennar Partners, Inc., as Special Servicer, Wells Fargo Bank, N.A., as Trustee
and LaSalle Bank National Association, as Bond Administrator and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.

            Neither the Trustee nor the Bond Administrator makes any
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans and the Bond
Administrator has executed this Certificate in its limited capacity as Bond
Administrator under the Pooling and Servicing Agreement.

            All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in May 2005, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Bond
Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of
such final distribution.

            Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall be set
aside and held in trust for the benefit of the appropriate non-tendering
Certificateholders. If any Certificates as to which notice of the Termination
Date has been given pursuant to the Pooling and Servicing Agreement shall not
have been surrendered for cancellation within six months after the time
specified in such notice, the Bond Administrator shall mail a second notice to
the remaining non-tendering Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect
thereto. If within one year after the second notice any Certificate shall not
have been surrendered for cancellation, the Bond Administrator may, directly or
through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds in trust and of contacting such
Certificateholders shall be paid out of such funds. If within two years after
the second notice any Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Bond Administrator all amounts
distributable to the Holders thereof, and the Bond Administrator shall
thereafter hold such amounts for the benefit of such Holders until the earlier
of (i) its termination as Bond Administrator under the Pooling and Servicing
Agreement and the transfer of such amounts to a successor bond administrator and
(ii) the termination of the Trust Fund and distribution of such amounts to the
Residual Certificateholders. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Such funds held by the Bond
Administrator may be invested under certain circumstances, and all income and
gain realized from investment of such funds shall be for the benefit of the Bond
Administrator.

            This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the Collection Account attributable to the Mortgage Loans as
identified on the Trust Ledger, the Serviced Whole Loan Collection Accounts (to
the extent of the Trust Fund's interest therein and specifically excluding any
interest of any Serviced Companion Loan Noteholder therein), the Distribution
Accounts, any Excess Liquidation Proceeds Account (to the extent of the Trust
Fund's interest therein and specifically excluding any interest of any Serviced
Companion Loan Noteholder therein), the Interest Reserve Account, any REO
Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Lower-Tier
Regular Interests; and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to
the related Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee and the Bond Administrator.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Bond Administrator shall
execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Balance. Such Certificates shall
be delivered by the Certificate Registrar in accordance with Article V of the
Pooling and Servicing Agreement.

            Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicer, the Special Servicer, the Trustee, the
Bond Administrator, the Certificate Registrar, any Paying Agent and any agent of
any of them may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Special Servicer, the Trustee, the Bond Administrator, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by
notice or knowledge to the contrary.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) of that Agreement. In connection with any transfer to an
Institutional Accredited Investor, the transferor shall reimburse the Trust Fund
for any costs (including the cost of the Certificate Registrar's counsel's
review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in the Pooling and Servicing
Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a
sum sufficient to cover any tax, expense or other governmental charge payable in
connection with any such transfer.

            The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator without the consent of any of the
Certificateholders or the Serviced Companion Loan Noteholders, (i) to cure any
ambiguity or to correct any error; (ii) to cause the provisions herein to
conform or be consistent with or in furtherance of the statements made in the
Prospectus, the Private Placement Memorandum or the Class GMB Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates or any class of
Serviced Companion Loan Securities by each Rating Agency; and (iv) to amend or
supplement a provision, or to supplement any other provisions to the extent not
inconsistent with the provisions of the Pooling and Servicing Agreement, or any
other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not
consenting thereto, as evidenced in writing by an Opinion of Counsel or, if
solely affecting any Certificateholder or Serviced Companion Loan Noteholder,
confirmation in writing from each Rating Agency then rating any Certificates or
Serviced Companion Loan Securities that such amendment will not result in a
qualification, withdrawal or downgrading of the then-current ratings assigned to
the Certificates or any Serviced Companion Loan Securities, as applicable. In no
event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.

            The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Trustee and the Bond Administrator with the prior written consent
of the Holders of Certificates representing not less than 66-2/3% of the
Percentage Interests of each Class of Certificates affected thereby (including
without limitation the Holders of the Class GMB Certificates, if affected
thereby) and each Serviced Companion Loan Noteholder affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or modifying in any
manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, however, that no such amendment may:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on any Certificate, without the consent of the
                  Holders of Certificates representing all of the Percentage
                  Interests of the Class or Classes affected thereby, or which
                  are required to be distributed to any Serviced Companion Loan
                  Noteholders without the consent of such Serviced Companion
                  Loan Noteholders;

            (ii)  change the percentages of Voting Rights of Holders of
                  Certificates which are required to consent to any action or
                  inaction under the Pooling and Servicing Agreement;

            (iii) alter the Servicing Standard or obligations of the Servicer or
                  the Trustee to make a P&I Advance or a Property Advance,
                  without the consent of the Holders of Certificates
                  representing all of the Percentage Interests of the Class or
                  Classes affected thereby; or

            (iv)  amend any section of the Pooling and Servicing Agreement which
                  relates to the amendment of the Pooling and Servicing
                  Agreement without the consent of the Holders of all
                  Certificates representing all of the Percentage Interests of
                  the Class or Classes affected thereby (including without
                  limitation the holders of the Class GMB Certificates, if
                  affected thereby) and the consent of any affected Serviced
                  Companion Loan Noteholders.

            Further, the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator, at any time and from time to time, without
the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as
a REMIC or the qualification of the Grantor Trust as a Grantor Trust, or to
prevent the imposition of any additional material state or local taxes, at all
times that any Certificates are outstanding; provided, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder or, if applicable, any Serviced
Companion Loan Noteholder.

            The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Servicer, and if the Servicer does not exercise its option, the
Special Servicer, may effect an early termination of the Trust Fund, upon not
less than 30 days' prior Notice of Termination given to the Trustee, the Bond
Administrator, the Special Servicer and the Servicer any time on or after the
Early Termination Notice Date (defined as any date as of which the aggregate
Stated Principal Balance of the Mortgage Loans is less than 1.0% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
all property acquired in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to the greater of:

            (i)   the sum of

                  (A)   100% of the Stated Principal Balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Anticipated Termination Date
                        (less any P&I Advances previously made on account of
                        principal);

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Anticipated Termination Date, as determined by an
                        Independent appraiser acceptable to the Servicer as of a
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on the unpaid balance of
                        each Mortgage Loan (including any Mortgage Loan as to
                        which title to the related Mortgaged Property has been
                        acquired) at the Mortgage Rate to the last day of the
                        month preceding such Anticipated Termination Date (less
                        any P&I Advances previously made on account of
                        interest); and

                  (D)   the aggregate amount of unreimbursed Advances, with
                        interest thereon at the Advance Rate, and unpaid
                        Servicing Compensation, Special Servicing Compensation,
                        Trustee Fees and Trust Fund expenses; and

            (ii)  the aggregate fair market value of the Mortgage Loans, and all
                  other property acquired in respect of any Mortgage Loan in the
                  Trust Fund, on the last day of the month preceding such
                  Anticipated Termination Date, as determined by an Independent
                  appraiser acceptable to the Servicer as of a date not more
                  than 30 days prior to the last day of the month preceding such
                  Distribution Date, together with one month's interest thereon
                  at the Mortgage Rate.

            In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class A-J, Class B,
Class C and Class D Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of its Certificates (other than the Class
Q, Class R and Class LR Certificates), including the Class X-C, Class X-P
Certificates and the Class GMB Certificates, for all of the Mortgage Loans and
each REO Property (or the Trust Fund's beneficial interest in a Mortgaged
Property acquired with respect to a Non-Serviced Mortgage Loan) remaining in the
Trust Fund as contemplated by clause (ii) of Section 9.01(a) and Section 9.01(g)
of the Pooling and Servicing Agreement by giving written notice to all the
parties to the Pooling and Servicing Agreement no later than 60 days prior to
the anticipated date of exchange.

            All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee and the Bond
Administrator shall be entitled to rely conclusively on any determination made
by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.

            The respective obligations and responsibilities of the Servicer, the
Special Servicer, the Depositor, the Trustee and the Bond Administrator created
by the Pooling and Servicing Agreement with respect to the Certificates (other
than the obligations of the Bond Administrator to make certain payments and to
send certain notices to Certificateholders as thereinafter set forth) shall
terminate upon payment (or provision for payment) to the Certificateholders and
the Serviced Companion Loan Noteholders of all amounts held by or on behalf of
the Bond Administrator and Servicer, as the case may be, required under the
Pooling and Servicing Agreement to be so paid on the Distribution Date following
the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the
Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of
the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.

            Unless the Certificate of Authentication on this Certificate has
been executed by the Bond Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose.

            IN WITNESS WHEREOF, the Bond Administrator has caused this Class R
Certificate to be duly executed.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Bond Administrator


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


                          Certificate of Authentication
                          -----------------------------

            This is one of the Class R Certificates referred to in the Pooling
and Servicing Agreement.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Authenticating Agent


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


<PAGE>


                                  EXHIBIT A-30

                          FORM OF CLASS LR CERTIFICATE

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
BOND ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND
860D OF THE CODE. A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS
DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON
TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(l) OF THE POOLING AND SERVICING
AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND
THE BOND ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A
DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH
DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT WILL
NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A
FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN
APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON, (C) IT
HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO CONTINUE TO
PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, AND (D) IT INTENDS TO PAY ANY
TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE. ANY PURPORTED
TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED
TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY
NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. IF THIS
CERTIFICATE REPRESENTS A "NON-ECONOMIC RESIDUAL INTEREST", AS DEFINED IN
TREASURY REGULATIONS SECTION 1.860E-1(c), TRANSFERS OF THIS CERTIFICATE MAY BE
DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY
SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR
MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL
CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO PAY A SPECIFIED AMOUNT TO THE
PROPOSED TRANSFEREE OR TRANSFER TO AN ELIGIBLE TRANSFEREE AS PROVIDED IN
REGULATIONS.

THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE AGREED
TO CONSENT TO ACT AS "TAX MATTERS PERSON" OF THE LOWER-TIER REMIC AND THE SAKS,
INC.-NORTH RIVERSIDE LOAN REMIC AND TO THE APPOINTMENT OF THE BOND ADMINISTRATOR
AS ATTORNEY-IN-FACT AND AGENT FOR THE TAX MATTERS PERSON OR AS OTHERWISE
PROVIDED IN THE POOLING AND SERVICING AGREEMENT TO PERFORM THE FUNCTIONS OF A
"TAX MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F
OF THE CODE.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE OR FOREIGN
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
1933 ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE 144A ("QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A PERSON
PURCHASING FOR THE ACCOUNT OF ANOTHER QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE 1933 ACT, (4) IN THE CASE OF THE PRIVATE REGULAR
CERTIFICATES, IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904
OF REGULATION S OR (5) TO A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION OF
THE ISSUER (WITHIN THE MEANING OF RULE 3a-7 UNDER THE INVESTMENT COMPANY ACT OF
1940, AS AMENDED) OR AN AFFILIATE OF SUCH A PERSON, AS DEFINED IN RULE 405 OF
THE 1933 ACT, PURCHASING THE CERTIFICATES BEING SOLD TO IT FOR ITS OWN ACCOUNT
AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES.

THIS CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS (A) AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), 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, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH, A "PLAN"), OR (B) A COLLECTIVE INVESTMENT
FUND IN WHICH SUCH PLANS ARE INVESTED, AN INSURANCE COMPANY USING ASSETS OF
SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH
ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR
OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH
PLAN. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL
BE REQUIRED TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING AND
SERVICING AGREEMENT TO SUCH EFFECT.

ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES
HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE BOND
ADMINISTRATOR, THE SERVICER AND THE DEPOSITOR AGAINST ANY LIABILITY THAT MAY
RESULT IF THE TRANSFER IS NOT EXEMPT FROM THE 1933 ACT OR IS NOT MADE IN
ACCORDANCE WITH FEDERAL AND STATE LAWS.

                        COMM 2005-LP5 COMMERCIAL MORTGAGE
                       PASS-THROUGH CERTIFICATES, CLASS LR

No.:  LR-1                                            Percentage Interest:  100%

            This certifies that [__________] is the registered owner of the
Percentage Interest evidenced by this Certificate in the Trust Fund. The Class
LR Certificateholder is not entitled to interest or principal distributions. The
Class LR Certificateholder will be entitled to receive the proceeds of the
remaining assets of the Lower-Tier REMIC, if any, on the Final Scheduled
Distribution Date for the Certificates, after distributions in respect of any
accrued but unpaid interest on the Certificates and after distributions in
reduction of principal balance have reduced the principal balances of the
Lower-Tier Regular Interests to zero. It is not anticipated that there will be
any assets remaining in the Lower-Tier REMIC or Trust Fund on the Final
Scheduled Distribution Date following the distributions on the Lower-Tier
Regular Interests. The Trust Fund, described more fully below, consists
primarily of a pool of Mortgage Loans secured by first liens on commercial,
multifamily and manufactured housing properties and held in trust by the Trustee
and serviced by the Servicer. The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling and Servicing Agreement and is bound thereby. Also issued under the
Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class
A-SB, Class A-4, Class A-1A, Class X-C, Class X-P, Class A-J, Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class O, Class P, Class GMB-1, Class GMB-2, Class GMB-3, Class GMB-4,
Class Q and Class LR Certificates (together with the Class LR Certificates, the
"Certificates"; the Holders of Certificates issued under the Pooling and
Servicing Agreement are collectively referred to herein as
"Certificateholders").

            This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of April 1, 2005 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as Servicer,
Lennar Partners, Inc., as Special Servicer, Wells Fargo Bank, N.A., as Trustee
and LaSalle Bank National Association, as Bond Administrator and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.

            Neither the Trustee nor the Bond Administrator makes any
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans and the Bond
Administrator has executed this Certificate in its limited capacity as Bond
Administrator under the Pooling and Servicing Agreement.

            All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in May 2005, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Bond
Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of
such final distribution.

            Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall be set
aside and held in trust for the benefit of the appropriate non-tendering
Certificateholders. If any Certificates as to which notice of the Termination
Date has been given pursuant to the Pooling and Servicing Agreement shall not
have been surrendered for cancellation within six months after the time
specified in such notice, the Bond Administrator shall mail a second notice to
the remaining non-tendering Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect
thereto. If within one year after the second notice any Certificate shall not
have been surrendered for cancellation, the Bond Administrator may, directly or
through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds in trust and of contacting such
Certificateholders shall be paid out of such funds. If within two years after
the second notice any Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Bond Administrator all amounts
distributable to the Holders thereof, and the Bond Administrator shall
thereafter hold such amounts for the benefit of such Holders until the earlier
of (i) its termination as Bond Administrator under the Pooling and Servicing
Agreement and the transfer of such amounts to a successor bond administrator and
(ii) the termination of the Trust Fund and distribution of such amounts to the
Residual Certificateholders. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Such funds held by the Bond
Administrator may be invested under certain circumstances, and all income and
gain realized from investment of such funds shall be for the benefit of the Bond
Administrator.

            This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the Collection Account attributable to the Mortgage Loans as
identified on the Trust Ledger, the Serviced Whole Loan Collection Accounts (to
the extent of the Trust Fund's interest therein and specifically excluding any
interest of any Serviced Companion Loan Noteholder therein), the Distribution
Accounts, any Excess Liquidation Proceeds Account (to the extent of the Trust
Fund's interest therein and specifically excluding any interest of any Serviced
Companion Loan Noteholder therein), the Interest Reserve Account, any REO
Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Lower-Tier
Regular Interests; and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to
the related Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee and the Bond Administrator.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Bond Administrator shall
execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Balance. Such Certificates shall
be delivered by the Certificate Registrar in accordance with Article V of the
Pooling and Servicing Agreement.

            Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicer, the Special Servicer, the Trustee, the
Bond Administrator, the Certificate Registrar, any Paying Agent and any agent of
any of them may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Special Servicer, the Trustee, the Bond Administrator, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by
notice or knowledge to the contrary.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) of that Agreement. In connection with any transfer to an
Institutional Accredited Investor, the transferor shall reimburse the Trust Fund
for any costs (including the cost of the Certificate Registrar's counsel's
review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in the Pooling and Servicing
Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a
sum sufficient to cover any tax, expense or other governmental charge payable in
connection with any such transfer.

            The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator without the consent of any of the
Certificateholders or the Serviced Companion Loan Noteholders, (i) to cure any
ambiguity or to correct any error; (ii) to cause the provisions herein to
conform or be consistent with or in furtherance of the statements made in the
Prospectus, the Private Placement Memorandum or the Class GMB Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates or any class of
Serviced Companion Loan Securities by each Rating Agency; and (iv) to amend or
supplement a provision, or to supplement any other provisions to the extent not
inconsistent with the provisions of the Pooling and Servicing Agreement, or any
other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not
consenting thereto, as evidenced in writing by an Opinion of Counsel or, if
solely affecting any Certificateholder or Serviced Companion Loan Noteholder,
confirmation in writing from each Rating Agency then rating any Certificates or
Serviced Companion Loan Securities that such amendment will not result in a
qualification, withdrawal or downgrading of the then-current ratings assigned to
the Certificates or any Serviced Companion Loan Securities, as applicable. In no
event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.

            The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Trustee and the Bond Administrator with the prior written consent
of the Holders of Certificates representing not less than 66-2/3% of the
Percentage Interests of each Class of Certificates affected thereby (including
without limitation the Holders of the Class GMB Certificates, if affected
thereby) and each Serviced Companion Loan Noteholder affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or modifying in any
manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, however, that no such amendment may:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on any Certificate, without the consent of the
                  Holders of Certificates representing all of the Percentage
                  Interests of the Class or Classes affected thereby, or which
                  are required to be distributed to any Serviced Companion Loan
                  Noteholders without the consent of such Serviced Companion
                  Loan Noteholders;

            (ii)  change the percentages of Voting Rights of Holders of
                  Certificates which are required to consent to any action or
                  inaction under the Pooling and Servicing Agreement;

            (iii) alter the Servicing Standard or obligations of the Servicer or
                  the Trustee to make a P&I Advance or a Property Advance,
                  without the consent of the Holders of Certificates
                  representing all of the Percentage Interests of the Class or
                  Classes affected thereby; or

            (iv)  amend any section of the Pooling and Servicing Agreement which
                  relates to the amendment of the Pooling and Servicing
                  Agreement without the consent of the Holders of all
                  Certificates representing all of the Percentage Interests of
                  the Class or Classes affected thereby (including without
                  limitation the holders of the Class GMB Certificates, if
                  affected thereby) and the consent of any affected Serviced
                  Companion Loan Noteholders.

            Further, the Depositor, the Servicer, the Special Servicer, the
Trustee and the Bond Administrator, at any time and from time to time, without
the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend the Pooling and Servicing Agreement to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as
a REMIC or the qualification of the Grantor Trust as a Grantor Trust, or to
prevent the imposition of any additional material state or local taxes, at all
times that any Certificates are outstanding; provided, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder or, if applicable, any Serviced
Companion Loan Noteholder.

            The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Servicer, and if the Servicer does not exercise its option, the
Special Servicer, may effect an early termination of the Trust Fund, upon not
less than 30 days' prior Notice of Termination given to the Trustee, the Bond
Administrator, the Special Servicer and the Servicer any time on or after the
Early Termination Notice Date (defined as any date as of which the aggregate
Stated Principal Balance of the Mortgage Loans is less than 1.0% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
all property acquired in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to the greater of:

            (i)   the sum of

                  (A)   100% of the Stated Principal Balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Anticipated Termination Date
                        (less any P&I Advances previously made on account of
                        principal);

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Anticipated Termination Date, as determined by an
                        Independent appraiser acceptable to the Servicer as of a
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on the unpaid balance of
                        each Mortgage Loan (including any Mortgage Loan as to
                        which title to the related Mortgaged Property has been
                        acquired) at the Mortgage Rate to the last day of the
                        month preceding such Anticipated Termination Date (less
                        any P&I Advances previously made on account of
                        interest); and

                  (D)   the aggregate amount of unreimbursed Advances, with
                        interest thereon at the Advance Rate, and unpaid
                        Servicing Compensation, Special Servicing Compensation,
                        Trustee Fees and Trust Fund expenses; and

            (ii)  the aggregate fair market value of the Mortgage Loans, and all
                  other property acquired in respect of any Mortgage Loan in the
                  Trust Fund, on the last day of the month preceding such
                  Anticipated Termination Date, as determined by an Independent
                  appraiser acceptable to the Servicer as of a date not more
                  than 30 days prior to the last day of the month preceding such
                  Distribution Date, together with one month's interest thereon
                  at the Mortgage Rate.

            In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class A-J, Class B,
Class C and Class D Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of its Certificates (other than the Class
Q, Class R and Class LR Certificates), including the Class X-C, Class X-P
Certificates and the Class GMB Certificates, for all of the Mortgage Loans and
each REO Property (or the Trust Fund's beneficial interest in a Mortgaged
Property acquired with respect to a Non-Serviced Mortgage Loan) remaining in the
Trust Fund as contemplated by clause (ii) of Section 9.01(a) and Section 9.01(g)
of the Pooling and Servicing Agreement by giving written notice to all the
parties to the Pooling and Servicing Agreement no later than 60 days prior to
the anticipated date of exchange.

            All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee and the Bond
Administrator shall be entitled to rely conclusively on any determination made
by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.

            The respective obligations and responsibilities of the Servicer, the
Special Servicer, the Depositor, the Trustee and the Bond Administrator created
by the Pooling and Servicing Agreement with respect to the Certificates (other
than the obligations of the Bond Administrator to make certain payments and to
send certain notices to Certificateholders as thereinafter set forth) shall
terminate upon payment (or provision for payment) to the Certificateholders and
the Serviced Companion Loan Noteholders of all amounts held by or on behalf of
the Bond Administrator and Servicer, as the case may be, required under the
Pooling and Servicing Agreement to be so paid on the Distribution Date following
the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the
Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of
the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.

            Unless the Certificate of Authentication on this Certificate has
been executed by the Bond Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose.

            IN WITNESS WHEREOF, the Bond Administrator has caused this Class LR
Certificate to be duly executed.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Bond Administrator


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer


                          Certificate of Authentication
                          -----------------------------

            This is one of the Class LR Certificates referred to in the Pooling
and Servicing Agreement.

Dated: April 29, 2005

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION, not in its individual capacity
                                     but solely as Authenticating Agent


                                     By:
                                        ----------------------------------------
                                                  Authorized Officer

<PAGE>

                                 EXHIBIT B-1

                            MORTGAGE LOAN SCHEDULE

COMM 2005-LP5

Mortgage Loan Schedule
----------------------

<TABLE>
<CAPTION>

                                                                                               Interest      Original
 ID      City                State    Zip Code    Address                                        Rate         Balance
------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>                  <C>      <C>        <C>                                            <C>        <C>
 1       New York             NY         10153    767 Fifth Avenue                               5.2420%    260,000,000
 2       New York             NY         10016    63 Madison Avenue                              5.0600%    105,000,000
 3       Sterling Heights     MI         48313    14000 Lakeside Circle                          4.2800%     97,500,000
 4       Fort Lauderdale      FL         33301    401 East Las Olas Boulevard                    5.2850%     90,000,000
 5       El Segundo           CA         90245    2101-2141 Rosecrans Avenue                     5.3000%     55,000,000
 6       Chicago              IL         60602    111 West Washington Street                     5.2240%     50,500,000
 7       Miami Beach          FL         33139    1601 Collins Avenue                            4.7660%     50,000,000
 8       New York             NY         10019    1414 Avenue of the Americas                    5.5050%     43,000,000
 9       Torrance             CA         90503    20770 Madrona Avenue                           5.4800%     33,000,000
 10      Houston              TX         77032    2350 North Sam Houston Parkway East            5.4800%      9,740,000
 11      San Antonio          TX         78229    3711 Medical Drive                             5.2500%     36,400,000
 12      Los Angeles          CA         91367    21555 Oxnard Street                            5.8400%     36,000,000
 13      New York             NY         10036    1156 Avenue of the Americas                    5.5650%     35,000,000
 14      Los Angeles          CA         90035    9618 W. Pico Blvd                              5.3700%     30,346,000
 15      Houston              TX         77041    13333 West Road                                5.1200%     26,200,000
 16      Phoenix              AZ         85008    4848 East Roosevelt Street                     4.2850%     22,924,215
 17      Santa Fe Springs     CA         90670    10100 & 10330 Pioneer Boulevard                5.0700%     22,000,000
 18      Houston              TX         77077    2250 Eldridge Parkway                          5.3000%     20,700,000
 19      New York             NY         10001    40 West 34th Street                            5.7100%     20,000,000
 20      Albany               NY         12207    32 Clinton Avenue                              5.4700%     17,678,000
 21      Schaumburg           IL         60173    1025 - 1255 East Golf Road                     4.9400%     17,500,000
 22      Redmond              WA         98052    18340 & 18460 NE 76th Street                   5.4600%     17,000,000
 23      West Bloomfield      MI         48323    4301 Orchard Lake Road                         4.9400%     16,500,000
 24      Gardena              CA         90248    NEC Redondo Beach Blvd & Main St               5.6300%     16,338,000
 25      Elizabeth            NJ       Various    Various                                        5.6350%     15,250,000
25.1     Elizabeth            NJ         07208    610 Salem Avenue                                            4,271,597
25.2     Elizabeth            NJ         07201    470 Jefferson Avenue                                        2,794,503
25.3     Elizabeth            NJ         07201    1108 Anna Street                                            2,315,445
25.4     Elizabeth            NJ         07208    1013 North Broad Street                                     2,235,602
25.5     Elizabeth            NJ         07201    541 & 567 Walnut Street                                     1,876,309
25.6     Elizabeth            NJ         07201    471 Madison Avenue                                          1,756,545
 26      Chicago              IL         60620    110-160 West 87th Street                       4.9400%     15,000,000
 27      Cherry Hill          NJ         08002    1800-1820 Chapel Avenue                        5.4300%     14,400,000
 28      Salem                OR         97305    3900 Santiam Pass Way                          5.2100%     14,250,000
 29      Saugus               MA         01906    1160-1170 Broadway (Rt. 1)                     5.6200%     14,000,000
 30      Duluth               GA         30096    2400 & 2405 Commerce Avenue                    5.5800%     13,900,000
 31      Plano                TX         75075    2301 Pebble Vale Drive                         5.5200%     13,600,000
 32      New York             NY         10033    4320 Broadway                                  5.7000%     13,250,000
 33      Miami                FL         33139    1669 Collins Avenue                            5.6500%     13,200,000
 34      Stafford             VA         22556    10 Center Street                               5.7800%      5,440,000
 35      Stafford             VA         22556    16 Center Street                               5.7800%      5,280,000
 36      Stafford             VA         22556    9 Center Street                                5.7800%      2,000,000
 37      Elmwood Park         NJ         07407    619 River Drive                                5.2700%     12,300,000
 38      New York             NY         10022    5 East 59th Street                             5.3360%     12,000,000
 39      Tallahassee          FL         32303    2000 North Meridian Road                       5.8100%     11,800,000
 40      Vernon               CA         90058    5501-5525 South Santa Fe Avenue                5.5800%     11,150,000
 41      Birmingham           MI         48009    360 West Maple Road                            5.3550%     11,000,000
 42      Sparks               NV         89431    450 Howard Drive                               5.4800%      9,700,000
 43      Cedar Rapids         IA         52404    5150 16th Avenue SW                            5.8840%      9,600,000
 44      Atlanta              GA         30339    3101 Towercreek Parkway                        5.7300%      9,400,000
 45      Chamblee             GA         30341    4360 Chamblee Dunwoody Road                    5.7300%      9,400,000
 46      Charlotte            NC         28262    6001 Bennettsville Lane                        5.4200%      9,300,000
 47      Colorado Springs     CO         80909    685 East Citadel Drive                         5.6200%      9,111,000
 48      Baltimore            MD         21225    6055 Belle Grove Road                          6.1100%      9,000,000
 49      City of Industry     CA         91748    18605 & 18645 East Gale Avenue                 5.4880%      8,839,000
 50      Las Vegas            NV         89131    6510, 6525 & 6530 North Buffalo Drive          5.3300%      8,600,000
 51      Orange               CA         92867    1132 E. Katella Avenue                         5.6500%      8,400,000
 52      Amarillo             TX         79109    6100 SW 45th Avenue                            5.3000%      8,200,000
 53      Overland Park        KS         66213    12010 Blue Valley Parkway                      5.7400%      7,500,000
 54      Hagerstown           MD         21740    1730 Edgewood Hill Circle                      5.3200%      7,500,000
 55      Reno                 NV         89502    2500 Longley Lane                              5.4800%      7,100,000
 56      Fort Lauderdale      FL         33315    2301 SW 12th Avenue                            6.0500%      7,000,000
 57      Gainesville          FL         32608    2220 Southwest 34th                            5.3700%      7,000,000
 58      Newport News         VA         23601    800 Daphia Circle                              5.7200%      6,560,000
 59      Oceanside            CA         92054    3510-3650 Mission Avenue                       5.2840%      6,464,000
 60      Hampton              VA         23666    100 Martha Lee Drive                           5.5100%      6,400,000
 61      Brooklyn             NY         11212    1 Remsen Avenue                                5.8600%      6,200,000
 62      New York             NY         10021    30 East 65th Street                            5.5000%      6,000,000
 63      El Cajon             CA         92019    722-790 Jamacha Rd                             5.2300%      5,950,000
 64      Cincinnati           OH         45204    2670 Lehman Road                               5.2990%      5,920,000
 65      Alpharetta           GA         30005    4180 & 4190 Old Milton Parkway                 5.4780%      5,383,360
 66      Corona               CA         92881    1212 Magnolia Avenue                           5.3000%      5,275,000
 67      Memphis              TN         38111    3263 Sharpe Ave & 1720-1730 Cherokee Blvd      5.4900%      5,200,000
 68      Lemon Grove          CA         91945    7103-7155 Broadway                             5.3300%      5,100,000
 69      City of Industry     CA         91748    18725 East Gale Avenue                         5.4880%      5,081,000
 70      LaVerne              CA         91750    1400-1480 Foothill Boulevard                   5.4000%      5,029,000
 71      Augusta              GA         30904    4274 Washington Road                           4.6700%      5,005,000
 72      Woodbridge           VA         22192    3625 Elm Farm Road                             5.6110%      5,000,000
 73      Scottsdale           AZ         85251    6933 East Thomas Road                          5.2840%      4,720,000
 74      Gainesville          FL         32608    500 Southwest 34th Street                      5.3700%      4,600,000
 75      Mesa                 AZ         85205    5901 East McKellips Road                       5.5000%      4,462,000
 76      Jacksonville         FL         32203    110-340 Stevens St.                            5.4100%      4,368,000
 77      Berea                OH         44017    6 East Bagley Road                             5.3500%      4,200,000
 78      Cincinnati           OH         45236    7788 Montgomery Road                           5.5000%      4,200,000
 79      Detroit              MI         48219    20001 Seven Mile Road                          5.4400%      4,200,000
 80      Buena Park           CA         90621    6000 Dale Street                               5.6300%      4,000,000
 81      Redondo Beach        CA         90278    2600 Marine Avenue                             5.4700%      4,000,000
 82      Tupelo               MS         38801    573 Chesterville Road                          5.5600%      4,000,000
 83      Granada Hills        CA         91344    11862 Balboa Boulevard                         5.4820%      3,900,000
 84      California           MD         20619    22810 Three Notch Road                         5.5450%      3,840,000
 85      Amherst              NY         14221    305 Spindrift                                  5.5900%      3,820,000
 86      Naperville           IL         60563    688 Amersale Drive                             5.3600%      3,800,000
 87      Phoenix              AZ         85016    3114 North 24th Street                         5.2840%      3,456,000
 88      Palm Harbor          FL         34683    35543 US Highway 19 North                      5.2500%      3,400,000
 89      Bloomington          IL         61701    101 North Veterans Parkway                     5.3720%      3,240,000
 90      Santa Clarita        CA         91355    24121-24133 Baywood Lane                       5.3750%      3,150,000
 91      Buffalo              MN         55313    119 1st Avenue NE                              5.2900%      3,050,000
 92      Menifee              CA         92584    27887 Holland Road                             5.2900%      3,000,000
 93      Los Angeles          CA         90004    215-219 N. Larchmont Boulevard                 5.3800%      2,600,000
 94      Arlington            TN         38002    9085 US Highway 64                             5.5300%      2,575,000
 95      Northfield           MN         55057    401 Fifth Street West                          5.0390%      2,550,000
 96      Harrisonburg         VA         22801    182 Neff Avenue                                5.7700%      2,500,000
 97      Palatka              FL         32177    109 North Highway 19                           5.4600%      2,391,800
 98      Chehalis             WA         98532    551 South Market Boulevard                     7.0500%      2,400,000
 99      San Antonio          TX         78218    5760 Walzem Road                               5.5900%      2,350,000
100      Portland             ME         04102    930 Brighton Avenue                            6.6700%      2,824,000
101      Woonsocket           RI         02895    1517-1551 Diamond Hill Road                    5.8500%      2,343,750
102      Bellingham           WA         98226    4373 Mitchell Way                              5.7800%      2,275,000
103      Katy                 TX         77493    5161 Franz Road                                5.1850%      2,250,000
104      Belpre               OH         45714    201 Washington Boulevard                       7.2500%      2,580,000
105      Detriot              MI         48213    10950 Gratiot Avenue                           7.0700%      2,772,000
106      Goldsboro            NC         27534    191 Piedmont Airline Road                      5.4900%      2,175,000
107      Milton-Freewater     OR         97862    105 SW 2nd Avenue                              6.8900%      2,150,000
108      Roanoke              VA         24018    3206 Electric Road                             7.2500%      2,475,000
109      Huntsville           AL         35810    3240 Memorial Parkway NW                       5.4600%      1,965,960
110      Red Bluff            CA         96080    1145 South Main Street                         5.4100%      1,950,000
111      Port Clinton         OH         43452    100 Morningside Drive                          5.9300%      1,855,000
112      Thomasville          GA         31792    805 Old Albany Road                            7.0000%      1,800,000
113      Canton               OH         44718    3010 Whipple Avenue N.W.                       6.6700%      2,190,000
114      Wheeling             WV         26003    2102 Warwood Avenue                            7.4700%      2,027,000
115      Auburndale           FL         33823    422 Havendale Square                           5.4600%      1,715,900
116      Durand               MI         48429    8531 Lansing Road                              6.9500%      2,075,000
117      Salt Lake City       UT         84117    4700 South Highland Drive                      6.7500%      1,625,000
118      Marion               VA         24354    795 North Main Street                          7.2500%      1,901,000
119      Sacramento           CA         95841    5121 Garfield Avenue                           5.1670%      1,500,000
120      Denton               MD         21629    860-868 South 5th Avenue                       5.6860%      1,460,000
121      East Palestine       OH         44413    25 West Main Street                            6.4300%      1,800,000
122      Erie                 PA         16508    163 West 26th Street                           7.2800%      1,777,000
123      Columbus             GA         31908    3711 Armour Avenue                             5.3920%      1,400,000
124      North Dansville      NY         14437    9519 Foster Wheeler Road                       7.2500%      1,699,000
125      Smithfield           VA         23430    1201-1211 Benns Church Boulevard               5.7050%      1,350,000
126      Post Falls           ID         83854    3517-3539 E. Second Avenue                     5.6800%      1,340,000
127      Bloomington          IN         47403    4300 West Gifford Road                         5.6900%      1,325,000
128      Oldsmar              FL         34677    146, 148, 150 Dunbar Avenue                    5.2700%      1,300,000
129      Middlebury           CT         06762    140 Turnpike Drive                             6.6820%      1,280,400
130      Jacksonville         FL         32210    2151 Lane Avenue South                         5.7430%      1,260,000
131      Delphos              OH         45833    1001 Elida Avenue                              6.1600%      1,520,000
132      Jacksonville         FL         32217    6680 Powers Avenue                             5.7430%      1,230,000
133      Cameron              TX         76520    100 East 22nd Street                           7.7800%      1,200,000
134      Elbridge             NY         13060    1173 Route 5                                   5.9300%      1,140,000
135      Charlotte            MI         48813    801 Packard Highway                            6.0600%      1,075,000
136      Indio                CA         92201    82521 Market Street                            5.4590%      1,000,000
137      Donna                TX         78537    400 North Val Verde Road                       5.8800%        900,000

138      New York             NY         10153    767 Fifth Avenue                               5.3757%     86,000,000

<CAPTION>

                                                                                                 Cut-off
                                                                                                  Date        Maturity
 ID      City                State    Zip Code    Address                                        Balance        Date
------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>                  <C>        <C>      <C>                                          <C>            <C>
 1       New York             NY         10153    767 Fifth Avenue                             260,000,000    2/1/2010
 2       New York             NY         10016    63 Madison Avenue                            105,000,000    1/1/2010
 3       Sterling Heights     MI         48313    14000 Lakeside Circle                         96,974,425   12/1/2009
 4       Fort Lauderdale      FL         33301    401 East Las Olas Boulevard                   90,000,000    4/1/2015
 5       El Segundo           CA         90245    2101-2141 Rosecrans Avenue                    55,000,000    4/1/2015
 6       Chicago              IL         60602    111 West Washington Street                    50,449,121    3/1/2010
 7       Miami Beach          FL         33139    1601 Collins Avenue                           50,000,000    4/1/2015
 8       New York             NY         10019    1414 Avenue of the Americas                   43,000,000    5/1/2010
 9       Torrance             CA         90503    20770 Madrona Avenue                          33,000,000    5/1/2015
 10      Houston              TX         77032    2350 North Sam Houston Parkway East            9,740,000    5/1/2015
 11      San Antonio          TX         78229    3711 Medical Drive                            36,400,000    4/1/2012
 12      Los Angeles          CA         91367    21555 Oxnard Street                           35,900,297   12/1/2019
 13      New York             NY         10036    1156 Avenue of the Americas                   35,000,000    4/1/2015
 14      Los Angeles          CA         90035    9618 W. Pico Blvd                             30,346,000    2/1/2015
 15      Houston              TX         77041    13333 West Road                               26,200,000    2/1/2012
 16      Phoenix              AZ         85008    4848 East Roosevelt Street                    22,924,215    3/1/2012
 17      Santa Fe Springs     CA         90670    10100 & 10330 Pioneer Boulevard               22,000,000    2/1/2010
 18      Houston              TX         77077    2250 Eldridge Parkway                         20,700,000    2/1/2015
 19      New York             NY         10001    40 West 34th Street                           20,000,000    4/1/2015
 20      Albany               NY         12207    32 Clinton Avenue                             17,678,000    4/1/2012
 21      Schaumburg           IL         60173    1025 - 1255 East Golf Road                    17,500,000    4/1/2012
 22      Redmond              WA         98052    18340 & 18460 NE 76th Street                  17,000,000    3/1/2014
 23      West Bloomfield      MI         48323    4301 Orchard Lake Road                        16,500,000    1/1/2015
 24      Gardena              CA         90248    NEC Redondo Beach Blvd & Main St              16,338,000    4/1/2015
 25      Elizabeth            NJ      Various     Various                                       15,250,000    4/1/2015
25.1     Elizabeth            NJ         07208    610 Salem Avenue                               4,271,597
25.2     Elizabeth            NJ         07201    470 Jefferson Avenue                           2,794,503
25.3     Elizabeth            NJ         07201    1108 Anna Street                               2,315,445
25.4     Elizabeth            NJ         07208    1013 North Broad Street                        2,235,602
25.5     Elizabeth            NJ         07201    541 & 567 Walnut Street                        1,876,309
25.6     Elizabeth            NJ         07201    471 Madison Avenue                             1,756,545
 26      Chicago              IL         60620    110-160 West 87th Street                      15,000,000    4/1/2012
 27      Cherry Hill          NJ         08002    1800-1820 Chapel Avenue                       14,400,000    3/1/2010
 28      Salem                OR         97305    3900 Santiam Pass Way                         14,250,000    2/1/2010
 29      Saugus               MA         01906    1160-1170 Broadway (Rt. 1)                    14,000,000    4/1/2015
 30      Duluth               GA         30096    2400 & 2405 Commerce Avenue                   13,900,000    3/1/2015
 31      Plano                TX         75075    2301 Pebble Vale Drive                        13,600,000    2/1/2015
 32      New York             NY         10033    4320 Broadway                                 13,250,000    5/1/2015
 33      Miami                FL         33139    1669 Collins Avenue                           13,200,000    3/1/2015
 34      Stafford             VA         22556    10 Center Street                               5,440,000    5/1/2015
 35      Stafford             VA         22556    16 Center Street                               5,280,000    5/1/2015
 36      Stafford             VA         22556    9 Center Street                                2,000,000    5/1/2015
 37      Elmwood Park         NJ         07407    619 River Drive                               12,270,007    2/1/2015
 38      New York             NY         10022    5 East 59th Street                            11,988,234    3/1/2015
 39      Tallahassee          FL         32303    2000 North Meridian Road                      11,800,000    4/1/2015
 40      Vernon               CA         90058    5501-5525 South Santa Fe Avenue               11,150,000    5/1/2020
 41      Birmingham           MI         48009    360 West Maple Road                           11,000,000   11/1/2014
 42      Sparks               NV         89431    450 Howard Drive                               9,690,819    3/1/2015
 43      Cedar Rapids         IA         52404    5150 16th Avenue SW                            9,600,000    4/1/2012
 44      Atlanta              GA         30339    3101 Towercreek Parkway                        9,400,000    1/1/2015
 45      Chamblee             GA         30341    4360 Chamblee Dunwoody Road                    9,400,000    1/1/2015
 46      Charlotte            NC         28262    6001 Bennettsville Lane                        9,300,000    1/1/2015
 47      Colorado Springs     CO         80909    685 East Citadel Drive                         9,111,000    4/1/2015
 48      Baltimore            MD         21225    6055 Belle Grove Road                          9,000,000    4/1/2015
 49      City of Industry     CA         91748    18605 & 18645 East Gale Avenue                 8,839,000    1/1/2012
 50      Las Vegas            NV         89131    6510, 6525 & 6530 North Buffalo Drive          8,591,555    3/1/2015
 51      Orange               CA         92867    1132 E. Katella Avenue                         8,380,750    2/1/2015
 52      Amarillo             TX         79109    6100 SW 45th Avenue                            8,200,000    1/1/2015
 53      Overland Park        KS         66213    12010 Blue Valley Parkway                      7,500,000    4/1/2015
 54      Hagerstown           MD         21740    1730 Edgewood Hill Circle                      7,492,617    3/1/2015
 55      Reno                 NV         89502    2500 Longley Lane                              7,100,000    4/1/2015
 56      Fort Lauderdale      FL         33315    2301 SW 12th Avenue                            7,000,000    4/1/2015
 57      Gainesville          FL         32608    2220 Southwest 34th                            6,966,492    1/1/2015
 58      Newport News         VA         23601    800 Daphia Circle                              6,560,000    4/1/2015
 59      Oceanside            CA         92054    3510-3650 Mission Avenue                       6,457,581    3/1/2015
 60      Hampton              VA         23666    100 Martha Lee Drive                           6,400,000    4/1/2015
 61      Brooklyn             NY         11212    1 Remsen Avenue                                6,200,000    4/1/2015
 62      New York             NY         10021    30 East 65th Street                            6,000,000    4/1/2020
 63      El Cajon             CA         92019    722-790 Jamacha Rd                             5,950,000    4/1/2015
 64      Cincinnati           OH         45204    2670 Lehman Road                               5,920,000    3/1/2015
 65      Alpharetta           GA         30005    4180 & 4190 Old Milton Parkway                 5,383,360    1/1/2015
 66      Corona               CA         92881    1212 Magnolia Avenue                           5,262,200    2/1/2015
 67      Memphis              TN         38111    3263 Sharpe Ave & 1720-1730 Cherokee Blvd      5,195,091    3/1/2012
 68      Lemon Grove          CA         91945    7103-7155 Broadway                             5,100,000    5/1/2015
 69      City of Industry     CA         91748    18725 East Gale Avenue                         5,081,000    1/1/2012
 70      LaVerne              CA         91750    1400-1480 Foothill Boulevard                   5,029,000    4/1/2015
 71      Augusta              GA         30904    4274 Washington Road                           5,005,000    2/1/2010
 72      Woodbridge           VA         22192    3625 Elm Farm Road                             4,995,420    3/1/2015
 73      Scottsdale           AZ         85251    6933 East Thomas Road                          4,715,313    3/1/2015
 74      Gainesville          FL         32608    500 Southwest 34th Street                      4,577,980    1/1/2015
 75      Mesa                 AZ         85205    5901 East McKellips Road                       4,447,281    1/1/2015
 76      Jacksonville         FL         32203    110-340 Stevens St.                            4,363,794    3/1/2015
 77      Berea                OH         44017    6 East Bagley Road                             4,200,000    4/1/2015
 78      Cincinnati           OH         45236    7788 Montgomery Road                           4,196,045    3/1/2015
 79      Detroit              MI         48219    20001 Seven Mile Road                          4,195,985    3/1/2015
 80      Buena Park           CA         90621    6000 Dale Street                               4,000,000    4/1/2015
 81      Redondo Beach        CA         90278    2600 Marine Avenue                             3,996,205    3/1/2015
 82      Tupelo               MS         38801    573 Chesterville Road                          3,994,444    3/1/2015
 83      Granada Hills        CA         91344    11862 Balboa Boulevard                         3,900,000    4/1/2015
 84      California           MD         20619    22810 Three Notch Road                         3,840,000    2/1/2015
 85      Amherst              NY         14221    305 Spindrift                                  3,820,000    1/1/2015
 86      Naperville           IL         60563    688 Amersale Drive                             3,800,000    4/1/2015
 87      Phoenix              AZ         85016    3114 North 24th Street                         3,452,568    3/1/2015
 88      Palm Harbor          FL         34683    35543 US Highway 19 North                      3,396,596    3/1/2015
 89      Bloomington          IL         61701    101 North Veterans Parkway                     3,235,338    3/1/2015
 90      Santa Clarita        CA         91355    24121-24133 Baywood Lane                       3,146,941    3/1/2015
 91      Buffalo              MN         55313    119 1st Avenue NE                              3,046,976    3/1/2015
 92      Menifee              CA         92584    27887 Holland Road                             3,000,000    4/1/2015
 93      Los Angeles          CA         90004    215-219 N. Larchmont Boulevard                 2,597,478    3/1/2015
 94      Arlington            TN         38002    9085 US Highway 64                             2,575,000    4/1/2015
 95      Northfield           MN         55057    401 Fifth Street West                          2,547,315    3/1/2015
 96      Harrisonburg         VA         22801    182 Neff Avenue                                2,488,735    1/1/2015
 97      Palatka              FL         32177    109 North Highway 19                           2,388,415    3/1/2015
 98      Chehalis             WA         98532    551 South Market Boulevard                     2,385,055    3/1/2024
 99      San Antonio          TX         78218    5760 Walzem Road                               2,350,000    4/1/2015
100      Portland             ME         04102    930 Brighton Avenue                            2,347,529    6/1/2019
101      Woonsocket           RI         02895    1517-1551 Diamond Hill Road                    2,343,750    4/1/2015
102      Bellingham           WA         98226    4373 Mitchell Way                              2,271,970    3/1/2015
103      Katy                 TX         77493    5161 Franz Road                                2,247,712    3/1/2015
104      Belpre               OH         45714    201 Washington Boulevard                       2,198,921   11/1/2019
105      Detriot              MI         48213    10950 Gratiot Avenue                           2,192,046    3/1/2018
106      Goldsboro            NC         27534    191 Piedmont Airline Road                      2,172,947    3/1/2015
107      Milton-Freewater     OR         97862    105 SW 2nd Avenue                              2,129,520    2/1/2020
108      Roanoke              VA         24018    3206 Electric Road                             2,039,372    1/2/2019
109      Huntsville           AL         35810    3240 Memorial Parkway NW                       1,963,177    3/1/2015
110      Red Bluff            CA         96080    1145 South Main Street                         1,950,000    4/1/2020
111      Port Clinton         OH         43452    100 Morningside Drive                          1,855,000    4/1/2015
112      Thomasville          GA         31792    805 Old Albany Road                            1,798,875    3/1/2023
113      Canton               OH         44718    3010 Whipple Avenue N.W.                       1,798,054    2/1/2019
114      Wheeling             WV         26003    2102 Warwood Avenue                            1,723,406    8/1/2019
115      Auburndale           FL         33823    422 Havendale Square                           1,713,471    3/1/2015
116      Durand               MI         48429    8531 Lansing Road                              1,668,660    8/1/2018
117      Salt Lake City       UT         84117    4700 South Highland Drive                      1,623,218    3/1/2015
118      Marion               VA         24354    795 North Main Street                          1,566,403    1/2/2019
119      Sacramento           CA         95841    5121 Garfield Avenue                           1,498,468    3/1/2015
120      Denton               MD         21629    860-868 South 5th Avenue                       1,458,020    3/1/2015
121      East Palestine       OH         44413    25 West Main Street                            1,453,922   12/1/2018
122      Erie                 PA         16508    163 West 26th Street                           1,411,472    2/1/2018
123      Columbus             GA         31908    3711 Armour Avenue                             1,396,654    2/1/2015
124      North Dansville      NY         14437    9519 Foster Wheeler Road                       1,394,987   12/1/2018
125      Smithfield           VA         23430    1201-1211 Benns Church Boulevard               1,348,792    3/1/2015
126      Post Falls           ID         83854    3517-3539 E. Second Avenue                     1,340,000    4/1/2015
127      Bloomington          IN         47403    4300 West Gifford Road                         1,325,000    4/1/2015
128      Oldsmar              FL         34677    146, 148, 150 Dunbar Avenue                    1,300,000    4/1/2015
129      Middlebury           CT         06762    140 Turnpike Drive                             1,272,476    1/1/2015
130      Jacksonville         FL         32210    2151 Lane Avenue South                         1,257,156    2/1/2015
131      Delphos              OH         45833    1001 Elida Avenue                              1,230,330    2/1/2019
132      Jacksonville         FL         32217    6680 Powers Avenue                             1,227,224    2/1/2015
133      Cameron              TX         76520    100 East 22nd Street                           1,196,864   12/1/2022
134      Elbridge             NY         13060    1173 Route 5                                   1,140,000    4/1/2010
135      Charlotte            MI         48813    801 Packard Highway                            1,074,123    3/1/2015
136      Indio                CA         92201    82521 Market Street                              997,636    2/1/2015
137      Donna                TX         78537    400 North Val Verde Road                         897,021    3/1/2015

138      New York             NY         10153    767 Fifth Avenue                              86,000,000    2/1/2010

<CAPTION>

                                                                                                       Monthly
                                                                                           Payment      Debt        CTL
 ID      City                State    Zip Code    Address                                   Date       Service     Tenant
------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>                  <C>        <C>      <C>                                            <C>  <C>           <C>
 1       New York             NY         10153    767 Fifth Avenue                               1    1,135,757     N/A
 2       New York             NY         10016    63 Madison Avenue                              1      448,899     N/A
 3       Sterling Heights     MI         48313    14000 Lakeside Circle                          1      481,355     N/A
 4       Fort Lauderdale      FL         33301    401 East Las Olas Boulevard                    1      401,880     N/A
 5       El Segundo           CA         90245    2101-2141 Rosecrans Avenue                     1      305,418     N/A
 6       Chicago              IL         60602    111 West Washington Street                     1      278,050     N/A
 7       Miami Beach          FL         33139    1601 Collins Avenue                            1      261,306     N/A
 8       New York             NY         10019    1414 Avenue of the Americas                    1      200,002     N/A
 9       Torrance             CA         90503    20770 Madrona Avenue                           1      186,956     N/A
 10      Houston              TX         77032    2350 North Sam Houston Parkway East            1       55,180     N/A
 11      San Antonio          TX         78229    3711 Medical Drive                             1      201,002     N/A
 12      Los Angeles          CA         91367    21555 Oxnard Street                            1      206,157     N/A
 13      New York             NY         10036    1156 Avenue of the Americas                    1      200,156     N/A
 14      Los Angeles          CA         90035    9618 W. Pico Blvd                              1      169,834     N/A
 15      Houston              TX         77041    13333 West Road                                1      142,575     N/A
 16      Phoenix              AZ         85008    4848 East Roosevelt Street                     1       82,995     N/A
 17      Santa Fe Springs     CA         90670    10100 & 10330 Pioneer Boulevard                1      119,044     N/A
 18      Houston              TX         77077    2250 Eldridge Parkway                          1      114,948     N/A
 19      New York             NY         10001    40 West 34th Street                            1      116,207     N/A
 20      Albany               NY         12207    32 Clinton Avenue                              1      100,041     N/A
 21      Schaumburg           IL         60173    1025 - 1255 East Golf Road                     1       72,042     N/A
 22      Redmond              WA         98052    18340 & 18460 NE 76th Street                   1       96,098     N/A
 23      West Bloomfield      MI         48323    4301 Orchard Lake Road                         1       92,314     N/A
 24      Gardena              CA         90248    NEC Redondo Beach Blvd & Main St               1      113,590     N/A
 25      Elizabeth            NJ       Various    Various                                        1       87,884     N/A
25.1     Elizabeth            NJ         07208    610 Salem Avenue                                                  N/A
25.2     Elizabeth            NJ         07201    470 Jefferson Avenue                                              N/A
25.3     Elizabeth            NJ         07201    1108 Anna Street                                                  N/A
25.4     Elizabeth            NJ         07208    1013 North Broad Street                                           N/A
25.5     Elizabeth            NJ         07201    541 & 567 Walnut Street                                           N/A
25.6     Elizabeth            NJ         07201    471 Madison Avenue                                                N/A
 26      Chicago              IL         60620    110-160 West 87th Street                       1       61,750     N/A
 27      Cherry Hill          NJ         08002    1800-1820 Chapel Avenue                        1       81,130     N/A
 28      Salem                OR         97305    3900 Santiam Pass Way                          1       78,336     N/A
 29      Saugus               MA         01906    1160-1170 Broadway (Rt. 1)                     1       80,548     N/A
 30      Duluth               GA         30096    2400 & 2405 Commerce Avenue                    1       79,622     N/A
 31      Plano                TX         75075    2301 Pebble Vale Drive                         1       77,390     N/A
 32      New York             NY         10033    4320 Broadway                                  1       76,903     N/A
 33      Miami                FL         33139    1669 Collins Avenue                            1       76,195     N/A
 34      Stafford             VA         22556    10 Center Street                               1       34,322     N/A
 35      Stafford             VA         22556    16 Center Street                               1       33,313     N/A
 36      Stafford             VA         22556    9 Center Street                                1       12,618     N/A
 37      Elmwood Park         NJ         07407    619 River Drive                                1       68,074     N/A
 38      New York             NY         10022    5 East 59th Street                             1       66,905     N/A
 39      Tallahassee          FL         32303    2000 North Meridian Road                       1       71,177     N/A
 40      Vernon               CA         90058    5501-5525 South Santa Fe Avenue                1       91,579     N/A
 41      Birmingham           MI         48009    360 West Maple Road                            1       89,035     N/A
 42      Sparks               NV         89431    450 Howard Drive                               1       54,954     N/A
 43      Cedar Rapids         IA         52404    5150 16th Avenue SW                            1       56,843     N/A
 44      Atlanta              GA         30339    3101 Towercreek Parkway                        1       54,736     N/A
 45      Chamblee             GA         30341    4360 Chamblee Dunwoody Road                    1       54,736     N/A
 46      Charlotte            NC         28262    6001 Bennettsville Lane                        1       52,339     N/A
 47      Colorado Springs     CO         80909    685 East Citadel Drive                         1       52,419     N/A
 48      Baltimore            MD         21225    6055 Belle Grove Road                          1       54,598     N/A
 49      City of Industry     CA         91748    18605 & 18645 East Gale Avenue                 1       50,120     N/A
 50      Las Vegas            NV         89131    6510, 6525 & 6530 North Buffalo Drive          1       47,917     N/A
 51      Orange               CA         92867    1132 E. Katella Avenue                         1       48,488     N/A
 52      Amarillo             TX         79109    6100 SW 45th Avenue                            1       45,535     N/A
 53      Overland Park        KS         66213    12010 Blue Valley Parkway                      1       47,138     N/A
 54      Hagerstown           MD         21740    1730 Edgewood Hill Circle                      1       41,741     N/A
 55      Reno                 NV         89502    2500 Longley Lane                              1       40,224     N/A
 56      Fort Lauderdale      FL         33315    2301 SW 12th Avenue                            1       45,315     N/A
 57      Gainesville          FL         32608    2220 Southwest 34th                            1       42,444     N/A
 58      Newport News         VA         23601    800 Daphia Circle                              1       41,151     N/A
 59      Oceanside            CA         92054    3510-3650 Mission Avenue                       1       35,831     N/A
 60      Hampton              VA         23666    100 Martha Lee Drive                           1       39,340     N/A
 61      Brooklyn             NY         11212    1 Remsen Avenue                                1       36,616     N/A
 62      New York             NY         10021    30 East 65th Street                            1       27,882     N/A
 63      El Cajon             CA         92019    722-790 Jamacha Rd                             1       32,782     N/A
 64      Cincinnati           OH         45204    2670 Lehman Road                               1       32,870     N/A
 65      Alpharetta           GA         30005    4180 & 4190 Old Milton Parkway                 1       30,593     N/A
 66      Corona               CA         92881    1212 Magnolia Avenue                           1       29,292     N/A
 67      Memphis              TN         38111    3263 Sharpe Ave & 1720-1730 Cherokee Blvd      1       29,492     N/A
 68      Lemon Grove          CA         91945    7103-7155 Broadway                             1       28,416     N/A
 69      City of Industry     CA         91748    18725 East Gale Avenue                         1       28,811     N/A
 70      LaVerne              CA         91750    1400-1480 Foothill Boulevard                   1       28,239     N/A
 71      Augusta              GA         30904    4274 Washington Road                           1       19,478     N/A
 72      Woodbridge           VA         22192    3625 Elm Farm Road                             1       28,739     N/A
 73      Scottsdale           AZ         85251    6933 East Thomas Road                          1       26,164     N/A
 74      Gainesville          FL         32608    500 Southwest 34th Street                      1       27,892     N/A
 75      Mesa                 AZ         85205    5901 East McKellips Road                       1       25,335     N/A
 76      Jacksonville         FL         32203    110-340 Stevens St.                            1       24,555     N/A
 77      Berea                OH         44017    6 East Bagley Road                             1       23,453     N/A
 78      Cincinnati           OH         45236    7788 Montgomery Road                           1       23,847     N/A
 79      Detroit              MI         48219    20001 Seven Mile Road                          1       23,689     N/A
 80      Buena Park           CA         90621    6000 Dale Street                               1       23,039     N/A
 81      Redondo Beach        CA         90278    2600 Marine Avenue                             1       22,636     N/A
 82      Tupelo               MS         38801    573 Chesterville Road                          1       24,707     N/A
 83      Granada Hills        CA         91344    11862 Balboa Boulevard                         1       22,100     N/A
 84      California           MD         20619    22810 Three Notch Road                         1       17,990     N/A
 85      Amherst              NY         14221    305 Spindrift                                  1       21,906     N/A
 86      Naperville           IL         60563    688 Amersale Drive                             1       21,243     N/A
 87      Phoenix              AZ         85016    3114 North 24th Street                         1       19,157     N/A
 88      Palm Harbor          FL         34683    35543 US Highway 19 North                      1       18,775     N/A
 89      Bloomington          IL         61701    101 North Veterans Parkway                     1       19,650     N/A
 90      Santa Clarita        CA         91355    24121-24133 Baywood Lane                       1       17,639     N/A
 91      Buffalo              MN         55313    119 1st Avenue NE                              1       16,918     N/A
 92      Menifee              CA         92584    27887 Holland Road                             1       16,641     N/A
 93      Los Angeles          CA         90004    215-219 N. Larchmont Boulevard                 1       14,567     N/A
 94      Arlington            TN         38002    9085 US Highway 64                             1       14,669     N/A
 95      Northfield           MN         55057    401 Fifth Street West                          1       13,750     N/A
 96      Harrisonburg         VA         22801    182 Neff Avenue                                1       15,758     N/A
 97      Palatka              FL         32177    109 North Highway 19                           1       14,631     N/A
 98      Chehalis             WA         98532    551 South Market Boulevard                     1       19,053     N/A
 99      San Antonio          TX         78218    5760 Walzem Road                               1       13,476     N/A
100      Portland             ME         04102    930 Brighton Avenue                            1       21,381     N/A
101      Woonsocket           RI         02895    1517-1551 Diamond Hill Road                    1       13,827     N/A
102      Bellingham           WA         98226    4373 Mitchell Way                              1       14,353     N/A
103      Katy                 TX         77493    5161 Franz Road                                1       12,334     N/A
104      Belpre               OH         45714    201 Washington Boulevard                       1       20,392     N/A
105      Detriot              MI         48213    10950 Gratiot Avenue                           1       21,608     N/A
106      Goldsboro            NC         27534    191 Piedmont Airline Road                      1       12,336     N/A
107      Milton-Freewater     OR         97862    105 SW 2nd Avenue                              1       19,132     N/A
108      Roanoke              VA         24018    3206 Electric Road                             1       19,562     N/A
109      Huntsville           AL         35810    3240 Memorial Parkway NW                       1       12,026     N/A
110      Red Bluff            CA         96080    1145 South Main Street                         1       15,840     N/A
111      Port Clinton         OH         43452    100 Morningside Drive                          1       11,038     N/A
112      Thomasville          GA         31792    805 Old Albany Road                            1       11,975     N/A
113      Canton               OH         44718    3010 Whipple Avenue N.W.                       1       16,615     N/A
114      Wheeling             WV         26003    2102 Warwood Avenue                            1       16,352     N/A
115      Auburndale           FL         33823    422 Havendale Square                           1       10,496     N/A
116      Durand               MI         48429    8531 Lansing Road                              1       16,025     N/A
117      Salt Lake City       UT         84117    4700 South Highland Drive                      1       11,227     N/A
118      Marion               VA         24354    795 North Main Street                          1       15,025     N/A
119      Sacramento           CA         95841    5121 Garfield Avenue                           1        8,206     N/A
120      Denton               MD         21629    860-868 South 5th Avenue                       1        9,129     N/A
121      East Palestine       OH         44413    25 West Main Street                            1       13,346     N/A
122      Erie                 PA         16508    163 West 26th Street                           1       14,130     N/A
123      Columbus             GA         31908    3711 Armour Avenue                             1        7,854     N/A
124      North Dansville      NY         14437    9519 Foster Wheeler Road                       1       13,428     N/A
125      Smithfield           VA         23430    1201-1211 Benns Church Boulevard               1        7,840     N/A
126      Post Falls           ID         83854    3517-3539 E. Second Avenue                     1        8,373     N/A
127      Bloomington          IN         47403    4300 West Gifford Road                         1        7,682     N/A
128      Oldsmar              FL         34677    146, 148, 150 Dunbar Avenue                    1        7,195     N/A
129      Middlebury           CT         06762    140 Turnpike Drive                             1        9,756     N/A
130      Jacksonville         FL         32210    2151 Lane Avenue South                         1        7,347     N/A
131      Delphos              OH         45833    1001 Elida Avenue                              1       11,031     N/A
132      Jacksonville         FL         32217    6680 Powers Avenue                             1        7,172     N/A
133      Cameron              TX         76520    100 East 22nd Street                           1        8,622     N/A
134      Elbridge             NY         13060    1173 Route 5                                   1        6,784     N/A
135      Charlotte            MI         48813    801 Packard Highway                            1        6,487     N/A
136      Indio                CA         92201    82521 Market Street                            1        5,652     N/A
137      Donna                TX         78537    400 North Val Verde Road                       1        7,536     N/A

138      New York             NY         10153    767 Fifth Avenue                               1      385,258     N/A

<CAPTION>

                                                                                                               CTL Tenant
                                                                                                  CTL       Corporate Credit
 ID      City                State    Zip Code    Address                                      Guarantor      Rating (S/M)
------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>                  <C>        <C>      <C>                                             <C>             <C>
 1       New York             NY         10153    767 Fifth Avenue                                N/A             N/A
 2       New York             NY         10016    63 Madison Avenue                               N/A             N/A
 3       Sterling Heights     MI         48313    14000 Lakeside Circle                           N/A             N/A
 4       Fort Lauderdale      FL         33301    401 East Las Olas Boulevard                     N/A             N/A
 5       El Segundo           CA         90245    2101-2141 Rosecrans Avenue                      N/A             N/A
 6       Chicago              IL         60602    111 West Washington Street                      N/A             N/A
 7       Miami Beach          FL         33139    1601 Collins Avenue                             N/A             N/A
 8       New York             NY         10019    1414 Avenue of the Americas                     N/A             N/A
 9       Torrance             CA         90503    20770 Madrona Avenue                            N/A             N/A
 10      Houston              TX         77032    2350 North Sam Houston Parkway East             N/A             N/A
 11      San Antonio          TX         78229    3711 Medical Drive                              N/A             N/A
 12      Los Angeles          CA         91367    21555 Oxnard Street                             N/A             N/A
 13      New York             NY         10036    1156 Avenue of the Americas                     N/A             N/A
 14      Los Angeles          CA         90035    9618 W. Pico Blvd                               N/A             N/A
 15      Houston              TX         77041    13333 West Road                                 N/A             N/A
 16      Phoenix              AZ         85008    4848 East Roosevelt Street                      N/A             N/A
 17      Santa Fe Springs     CA         90670    10100 & 10330 Pioneer Boulevard                 N/A             N/A
 18      Houston              TX         77077    2250 Eldridge Parkway                           N/A             N/A
 19      New York             NY         10001    40 West 34th Street                             N/A             N/A
 20      Albany               NY         12207    32 Clinton Avenue                               N/A             N/A
 21      Schaumburg           IL         60173    1025 - 1255 East Golf Road                      N/A             N/A
 22      Redmond              WA         98052    18340 & 18460 NE 76th Street                    N/A             N/A
 23      West Bloomfield      MI         48323    4301 Orchard Lake Road                          N/A             N/A
 24      Gardena              CA         90248    NEC Redondo Beach Blvd & Main St                N/A             N/A
 25      Elizabeth            NJ      Various     Various                                         N/A             N/A
25.1     Elizabeth            NJ         07208    610 Salem Avenue                                N/A             N/A
25.2     Elizabeth            NJ         07201    470 Jefferson Avenue                            N/A             N/A
25.3     Elizabeth            NJ         07201    1108 Anna Street                                N/A             N/A
25.4     Elizabeth            NJ         07208    1013 North Broad Street                         N/A             N/A
25.5     Elizabeth            NJ         07201    541 & 567 Walnut Street                         N/A             N/A
25.6     Elizabeth            NJ         07201    471 Madison Avenue                              N/A             N/A
 26      Chicago              IL         60620    110-160 West 87th Street                        N/A             N/A
 27      Cherry Hill          NJ         08002    1800-1820 Chapel Avenue                         N/A             N/A
 28      Salem                OR         97305    3900 Santiam Pass Way                           N/A             N/A
 29      Saugus               MA         01906    1160-1170 Broadway (Rt. 1)                      N/A             N/A
 30      Duluth               GA         30096    2400 & 2405 Commerce Avenue                     N/A             N/A
 31      Plano                TX         75075    2301 Pebble Vale Drive                          N/A             N/A
 32      New York             NY         10033    4320 Broadway                                   N/A             N/A
 33      Miami                FL         33139    1669 Collins Avenue                             N/A             N/A
 34      Stafford             VA         22556    10 Center Street                                N/A             N/A
 35      Stafford             VA         22556    16 Center Street                                N/A             N/A
 36      Stafford             VA         22556    9 Center Street                                 N/A             N/A
 37      Elmwood Park         NJ         07407    619 River Drive                                 N/A             N/A
 38      New York             NY         10022    5 East 59th Street                              N/A             N/A
 39      Tallahassee          FL         32303    2000 North Meridian Road                        N/A             N/A
 40      Vernon               CA         90058    5501-5525 South Santa Fe Avenue                 N/A             N/A
 41      Birmingham           MI         48009    360 West Maple Road                             N/A             N/A
 42      Sparks               NV         89431    450 Howard Drive                                N/A             N/A
 43      Cedar Rapids         IA         52404    5150 16th Avenue SW                             N/A             N/A
 44      Atlanta              GA         30339    3101 Towercreek Parkway                         N/A             N/A
 45      Chamblee             GA         30341    4360 Chamblee Dunwoody Road                     N/A             N/A
 46      Charlotte            NC         28262    6001 Bennettsville Lane                         N/A             N/A
 47      Colorado Springs     CO         80909    685 East Citadel Drive                          N/A             N/A
 48      Baltimore            MD         21225    6055 Belle Grove Road                           N/A             N/A
 49      City of Industry     CA         91748    18605 & 18645 East Gale Avenue                  N/A             N/A
 50      Las Vegas            NV         89131    6510, 6525 & 6530 North Buffalo Drive           N/A             N/A
 51      Orange               CA         92867    1132 E. Katella Avenue                          N/A             N/A
 52      Amarillo             TX         79109    6100 SW 45th Avenue                             N/A             N/A
 53      Overland Park        KS         66213    12010 Blue Valley Parkway                       N/A             N/A
 54      Hagerstown           MD         21740    1730 Edgewood Hill Circle                       N/A             N/A
 55      Reno                 NV         89502    2500 Longley Lane                               N/A             N/A
 56      Fort Lauderdale      FL         33315    2301 SW 12th Avenue                             N/A             N/A
 57      Gainesville          FL         32608    2220 Southwest 34th                             N/A             N/A
 58      Newport News         VA         23601    800 Daphia Circle                               N/A             N/A
 59      Oceanside            CA         92054    3510-3650 Mission Avenue                        N/A             N/A
 60      Hampton              VA         23666    100 Martha Lee Drive                            N/A             N/A
 61      Brooklyn             NY         11212    1 Remsen Avenue                                 N/A             N/A
 62      New York             NY         10021    30 East 65th Street                             N/A             N/A
 63      El Cajon             CA         92019    722-790 Jamacha Rd                              N/A             N/A
 64      Cincinnati           OH         45204    2670 Lehman Road                                N/A             N/A
 65      Alpharetta           GA         30005    4180 & 4190 Old Milton Parkway                  N/A             N/A
 66      Corona               CA         92881    1212 Magnolia Avenue                            N/A             N/A
 67      Memphis              TN         38111    3263 Sharpe Ave & 1720-1730 Cherokee Blvd       N/A             N/A
 68      Lemon Grove          CA         91945    7103-7155 Broadway                              N/A             N/A
 69      City of Industry     CA         91748    18725 East Gale Avenue                          N/A             N/A
 70      LaVerne              CA         91750    1400-1480 Foothill Boulevard                    N/A             N/A
 71      Augusta              GA         30904    4274 Washington Road                            N/A             N/A
 72      Woodbridge           VA         22192    3625 Elm Farm Road                              N/A             N/A
 73      Scottsdale           AZ         85251    6933 East Thomas Road                           N/A             N/A
 74      Gainesville          FL         32608    500 Southwest 34th Street                       N/A             N/A
 75      Mesa                 AZ         85205    5901 East McKellips Road                        N/A             N/A
 76      Jacksonville         FL         32203    110-340 Stevens St.                             N/A             N/A
 77      Berea                OH         44017    6 East Bagley Road                              N/A             N/A
 78      Cincinnati           OH         45236    7788 Montgomery Road                            N/A             N/A
 79      Detroit              MI         48219    20001 Seven Mile Road                           N/A             N/A
 80      Buena Park           CA         90621    6000 Dale Street                                N/A             N/A
 81      Redondo Beach        CA         90278    2600 Marine Avenue                              N/A             N/A
 82      Tupelo               MS         38801    573 Chesterville Road                           N/A             N/A
 83      Granada Hills        CA         91344    11862 Balboa Boulevard                          N/A             N/A
 84      California           MD         20619    22810 Three Notch Road                          N/A             N/A
 85      Amherst              NY         14221    305 Spindrift                                   N/A             N/A
 86      Naperville           IL         60563    688 Amersale Drive                              N/A             N/A
 87      Phoenix              AZ         85016    3114 North 24th Street                          N/A             N/A
 88      Palm Harbor          FL         34683    35543 US Highway 19 North                       N/A             N/A
 89      Bloomington          IL         61701    101 North Veterans Parkway                      N/A             N/A
 90      Santa Clarita        CA         91355    24121-24133 Baywood Lane                        N/A             N/A
 91      Buffalo              MN         55313    119 1st Avenue NE                               N/A             N/A
 92      Menifee              CA         92584    27887 Holland Road                              N/A             N/A
 93      Los Angeles          CA         90004    215-219 N. Larchmont Boulevard                  N/A             N/A
 94      Arlington            TN         38002    9085 US Highway 64                              N/A             N/A
 95      Northfield           MN         55057    401 Fifth Street West                           N/A             N/A
 96      Harrisonburg         VA         22801    182 Neff Avenue                                 N/A             N/A
 97      Palatka              FL         32177    109 North Highway 19                            N/A             N/A
 98      Chehalis             WA         98532    551 South Market Boulevard                      N/A             N/A
 99      San Antonio          TX         78218    5760 Walzem Road                                N/A             N/A
100      Portland             ME         04102    930 Brighton Avenue                             N/A             N/A
101      Woonsocket           RI         02895    1517-1551 Diamond Hill Road                     N/A             N/A
102      Bellingham           WA         98226    4373 Mitchell Way                               N/A             N/A
103      Katy                 TX         77493    5161 Franz Road                                 N/A             N/A
104      Belpre               OH         45714    201 Washington Boulevard                        N/A             N/A
105      Detriot              MI         48213    10950 Gratiot Avenue                            N/A             N/A
106      Goldsboro            NC         27534    191 Piedmont Airline Road                       N/A             N/A
107      Milton-Freewater     OR         97862    105 SW 2nd Avenue                               N/A             N/A
108      Roanoke              VA         24018    3206 Electric Road                              N/A             N/A
109      Huntsville           AL         35810    3240 Memorial Parkway NW                        N/A             N/A
110      Red Bluff            CA         96080    1145 South Main Street                          N/A             N/A
111      Port Clinton         OH         43452    100 Morningside Drive                           N/A             N/A
112      Thomasville          GA         31792    805 Old Albany Road                             N/A             N/A
113      Canton               OH         44718    3010 Whipple Avenue N.W.                        N/A             N/A
114      Wheeling             WV         26003    2102 Warwood Avenue                             N/A             N/A
115      Auburndale           FL         33823    422 Havendale Square                            N/A             N/A
116      Durand               MI         48429    8531 Lansing Road                               N/A             N/A
117      Salt Lake City       UT         84117    4700 South Highland Drive                       N/A             N/A
118      Marion               VA         24354    795 North Main Street                           N/A             N/A
119      Sacramento           CA         95841    5121 Garfield Avenue                            N/A             N/A
120      Denton               MD         21629    860-868 South 5th Avenue                        N/A             N/A
121      East Palestine       OH         44413    25 West Main Street                             N/A             N/A
122      Erie                 PA         16508    163 West 26th Street                            N/A             N/A
123      Columbus             GA         31908    3711 Armour Avenue                              N/A             N/A
124      North Dansville      NY         14437    9519 Foster Wheeler Road                        N/A             N/A
125      Smithfield           VA         23430    1201-1211 Benns Church Boulevard                N/A             N/A
126      Post Falls           ID         83854    3517-3539 E. Second Avenue                      N/A             N/A
127      Bloomington          IN         47403    4300 West Gifford Road                          N/A             N/A
128      Oldsmar              FL         34677    146, 148, 150 Dunbar Avenue                     N/A             N/A
129      Middlebury           CT         06762    140 Turnpike Drive                              N/A             N/A
130      Jacksonville         FL         32210    2151 Lane Avenue South                          N/A             N/A
131      Delphos              OH         45833    1001 Elida Avenue                               N/A             N/A
132      Jacksonville         FL         32217    6680 Powers Avenue                              N/A             N/A
133      Cameron              TX         76520    100 East 22nd Street                            N/A             N/A
134      Elbridge             NY         13060    1173 Route 5                                    N/A             N/A
135      Charlotte            MI         48813    801 Packard Highway                             N/A             N/A
136      Indio                CA         92201    82521 Market Street                             N/A             N/A
137      Donna                TX         78537    400 North Val Verde Road                        N/A             N/A

138      New York             NY         10153    767 Fifth Avenue                                N/A             N/A

<CAPTION>

                                                                                                               Interest
                                                                                             Servicing         Accrual
 ID      City                State    Zip Code    Address                                    Fee Rate           Basis
------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>                  <C>        <C>      <C>                                           <C>           <C>
 1       New York             NY         10153    767 Fifth Avenue                              0.0314%         30/360
 2       New York             NY         10016    63 Madison Avenue                             0.0314%       Actual/360
 3       Sterling Heights     MI         48313    14000 Lakeside Circle                         0.0314%       Actual/360
 4       Fort Lauderdale      FL         33301    401 East Las Olas Boulevard                   0.0314%       Actual/360
 5       El Segundo           CA         90245    2101-2141 Rosecrans Avenue                    0.0914%       Actual/360
 6       Chicago              IL         60602    111 West Washington Street                    0.0214%       Actual/360
 7       Miami Beach          FL         33139    1601 Collins Avenue                           0.0314%       Actual/360
 8       New York             NY         10019    1414 Avenue of the Americas                   0.0314%       Actual/360
 9       Torrance             CA         90503    20770 Madrona Avenue                          0.0314%       Actual/360
 10      Houston              TX         77032    2350 North Sam Houston Parkway East           0.0314%       Actual/360
 11      San Antonio          TX         78229    3711 Medical Drive                            0.0614%       Actual/360
 12      Los Angeles          CA         91367    21555 Oxnard Street                           0.0514%       Actual/360
 13      New York             NY         10036    1156 Avenue of the Americas                   0.0314%       Actual/360
 14      Los Angeles          CA         90035    9618 W. Pico Blvd                             0.0714%       Actual/360
 15      Houston              TX         77041    13333 West Road                               0.0514%       Actual/360
 16      Phoenix              AZ         85008    4848 East Roosevelt Street                    0.0414%       Actual/360
 17      Santa Fe Springs     CA         90670    10100 & 10330 Pioneer Boulevard               0.1014%       Actual/360
 18      Houston              TX         77077    2250 Eldridge Parkway                         0.0714%       Actual/360
 19      New York             NY         10001    40 West 34th Street                           0.0314%       Actual/360
 20      Albany               NY         12207    32 Clinton Avenue                             0.0214%       Actual/360
 21      Schaumburg           IL         60173    1025 - 1255 East Golf Road                    0.0214%         30/360
 22      Redmond              WA         98052    18340 & 18460 NE 76th Street                  0.0814%       Actual/360
 23      West Bloomfield      MI         48323    4301 Orchard Lake Road                        0.0214%       Actual/360
 24      Gardena              CA         90248    NEC Redondo Beach Blvd & Main St              0.0814%       Actual/360
 25      Elizabeth            NJ       Various    Various                                       0.0314%       Actual/360
25.1     Elizabeth            NJ         07208    610 Salem Avenue
25.2     Elizabeth            NJ         07201    470 Jefferson Avenue
25.3     Elizabeth            NJ         07201    1108 Anna Street
25.4     Elizabeth            NJ         07208    1013 North Broad Street
25.5     Elizabeth            NJ         07201    541 & 567 Walnut Street
25.6     Elizabeth            NJ         07201    471 Madison Avenue
 26      Chicago              IL         60620    110-160 West 87th Street                      0.0214%         30/360
 27      Cherry Hill          NJ         08002    1800-1820 Chapel Avenue                       0.0314%       Actual/360
 28      Salem                OR         97305    3900 Santiam Pass Way                         0.0314%       Actual/360
 29      Saugus               MA         01906    1160-1170 Broadway (Rt. 1)                    0.0214%       Actual/360
 30      Duluth               GA         30096    2400 & 2405 Commerce Avenue                   0.0214%       Actual/360
 31      Plano                TX         75075    2301 Pebble Vale Drive                        0.1014%       Actual/360
 32      New York             NY         10033    4320 Broadway                                 0.0314%       Actual/360
 33      Miami                FL         33139    1669 Collins Avenue                           0.0314%       Actual/360
 34      Stafford             VA         22556    10 Center Street                              0.0214%       Actual/360
 35      Stafford             VA         22556    16 Center Street                              0.0214%       Actual/360
 36      Stafford             VA         22556    9 Center Street                               0.0214%       Actual/360
 37      Elmwood Park         NJ         07407    619 River Drive                               0.0514%       Actual/360
 38      New York             NY         10022    5 East 59th Street                            0.0214%       Actual/360
 39      Tallahassee          FL         32303    2000 North Meridian Road                      0.0314%       Actual/360
 40      Vernon               CA         90058    5501-5525 South Santa Fe Avenue               0.0814%       Actual/360
 41      Birmingham           MI         48009    360 West Maple Road                           0.0214%       Actual/360
 42      Sparks               NV         89431    450 Howard Drive                              0.0214%       Actual/360
 43      Cedar Rapids         IA         52404    5150 16th Avenue SW                           0.0614%       Actual/360
 44      Atlanta              GA         30339    3101 Towercreek Parkway                       0.0314%       Actual/360
 45      Chamblee             GA         30341    4360 Chamblee Dunwoody Road                   0.0314%       Actual/360
 46      Charlotte            NC         28262    6001 Bennettsville Lane                       0.0514%       Actual/360
 47      Colorado Springs     CO         80909    685 East Citadel Drive                        0.1014%       Actual/360
 48      Baltimore            MD         21225    6055 Belle Grove Road                         0.0314%       Actual/360
 49      City of Industry     CA         91748    18605 & 18645 East Gale Avenue                0.0214%       Actual/360
 50      Las Vegas            NV         89131    6510, 6525 & 6530 North Buffalo Drive         0.0314%       Actual/360
 51      Orange               CA         92867    1132 E. Katella Avenue                        0.0514%       Actual/360
 52      Amarillo             TX         79109    6100 SW 45th Avenue                           0.0714%       Actual/360
 53      Overland Park        KS         66213    12010 Blue Valley Parkway                     0.1014%       Actual/360
 54      Hagerstown           MD         21740    1730 Edgewood Hill Circle                     0.0314%       Actual/360
 55      Reno                 NV         89502    2500 Longley Lane                             0.0214%       Actual/360
 56      Fort Lauderdale      FL         33315    2301 SW 12th Avenue                           0.0714%       Actual/360
 57      Gainesville          FL         32608    2220 Southwest 34th                           0.1014%       Actual/360
 58      Newport News         VA         23601    800 Daphia Circle                             0.0814%       Actual/360
 59      Oceanside            CA         92054    3510-3650 Mission Avenue                      0.0214%       Actual/360
 60      Hampton              VA         23666    100 Martha Lee Drive                          0.0814%       Actual/360
 61      Brooklyn             NY         11212    1 Remsen Avenue                               0.0314%       Actual/360
 62      New York             NY         10021    30 East 65th Street                           0.0314%       Actual/360
 63      El Cajon             CA         92019    722-790 Jamacha Rd                            0.0814%       Actual/360
 64      Cincinnati           OH         45204    2670 Lehman Road                              0.0214%       Actual/360
 65      Alpharetta           GA         30005    4180 & 4190 Old Milton Parkway                0.0214%       Actual/360
 66      Corona               CA         92881    1212 Magnolia Avenue                          0.0514%       Actual/360
 67      Memphis              TN         38111    3263 Sharpe Ave & 1720-1730 Cherokee Blvd     0.1014%       Actual/360
 68      Lemon Grove          CA         91945    7103-7155 Broadway                            0.0514%       Actual/360
 69      City of Industry     CA         91748    18725 East Gale Avenue                        0.0214%       Actual/360
 70      LaVerne              CA         91750    1400-1480 Foothill Boulevard                  0.0564%       Actual/360
 71      Augusta              GA         30904    4274 Washington Road                          0.0214%         30/360
 72      Woodbridge           VA         22192    3625 Elm Farm Road                            0.0214%       Actual/360
 73      Scottsdale           AZ         85251    6933 East Thomas Road                         0.0214%       Actual/360
 74      Gainesville          FL         32608    500 Southwest 34th Street                     0.1014%       Actual/360
 75      Mesa                 AZ         85205    5901 East McKellips Road                      0.0914%       Actual/360
 76      Jacksonville         FL         32203    110-340 Stevens St.                           0.0514%       Actual/360
 77      Berea                OH         44017    6 East Bagley Road                            0.0214%       Actual/360
 78      Cincinnati           OH         45236    7788 Montgomery Road                          0.0514%       Actual/360
 79      Detroit              MI         48219    20001 Seven Mile Road                         0.0214%       Actual/360
 80      Buena Park           CA         90621    6000 Dale Street                              0.1014%       Actual/360
 81      Redondo Beach        CA         90278    2600 Marine Avenue                            0.0814%       Actual/360
 82      Tupelo               MS         38801    573 Chesterville Road                         0.0514%       Actual/360
 83      Granada Hills        CA         91344    11862 Balboa Boulevard                        0.0214%       Actual/360
 84      California           MD         20619    22810 Three Notch Road                        0.0314%       Actual/360
 85      Amherst              NY         14221    305 Spindrift                                 0.1014%       Actual/360
 86      Naperville           IL         60563    688 Amersale Drive                            0.0214%       Actual/360
 87      Phoenix              AZ         85016    3114 North 24th Street                        0.0214%       Actual/360
 88      Palm Harbor          FL         34683    35543 US Highway 19 North                     0.0214%       Actual/360
 89      Bloomington          IL         61701    101 North Veterans Parkway                    0.0214%       Actual/360
 90      Santa Clarita        CA         91355    24121-24133 Baywood Lane                      0.0214%       Actual/360
 91      Buffalo              MN         55313    119 1st Avenue NE                             0.0214%       Actual/360
 92      Menifee              CA         92584    27887 Holland Road                            0.0214%       Actual/360
 93      Los Angeles          CA         90004    215-219 N. Larchmont Boulevard                0.0514%       Actual/360
 94      Arlington            TN         38002    9085 US Highway 64                            0.0214%       Actual/360
 95      Northfield           MN         55057    401 Fifth Street West                         0.0214%       Actual/360
 96      Harrisonburg         VA         22801    182 Neff Avenue                               0.0514%       Actual/360
 97      Palatka              FL         32177    109 North Highway 19                          0.0614%       Actual/360
 98      Chehalis             WA         98532    551 South Market Boulevard                    0.0314%         30/360
 99      San Antonio          TX         78218    5760 Walzem Road                              0.0214%       Actual/360
100      Portland             ME         04102    930 Brighton Avenue                           0.0314%         30/360
101      Woonsocket           RI         02895    1517-1551 Diamond Hill Road                   0.0214%       Actual/360
102      Bellingham           WA         98226    4373 Mitchell Way                             0.0214%       Actual/360
103      Katy                 TX         77493    5161 Franz Road                               0.0214%       Actual/360
104      Belpre               OH         45714    201 Washington Boulevard                      0.0314%         30/360
105      Detriot              MI         48213    10950 Gratiot Avenue                          0.0314%         30/360
106      Goldsboro            NC         27534    191 Piedmont Airline Road                     0.0214%       Actual/360
107      Milton-Freewater     OR         97862    105 SW 2nd Avenue                             0.0314%         30/360
108      Roanoke              VA         24018    3206 Electric Road                            0.0314%         30/360
109      Huntsville           AL         35810    3240 Memorial Parkway NW                      0.0614%       Actual/360
110      Red Bluff            CA         96080    1145 South Main Street                        0.0214%       Actual/360
111      Port Clinton         OH         43452    100 Morningside Drive                         0.0214%       Actual/360
112      Thomasville          GA         31792    805 Old Albany Road                           0.0514%       Actual/360
113      Canton               OH         44718    3010 Whipple Avenue N.W.                      0.0314%         30/360
114      Wheeling             WV         26003    2102 Warwood Avenue                           0.0314%         30/360
115      Auburndale           FL         33823    422 Havendale Square                          0.0614%       Actual/360
116      Durand               MI         48429    8531 Lansing Road                             0.0314%         30/360
117      Salt Lake City       UT         84117    4700 South Highland Drive                     0.0214%       Actual/360
118      Marion               VA         24354    795 North Main Street                         0.0314%         30/360
119      Sacramento           CA         95841    5121 Garfield Avenue                          0.0214%       Actual/360
120      Denton               MD         21629    860-868 South 5th Avenue                      0.0214%       Actual/360
121      East Palestine       OH         44413    25 West Main Street                           0.0314%         30/360
122      Erie                 PA         16508    163 West 26th Street                          0.0314%         30/360
123      Columbus             GA         31908    3711 Armour Avenue                            0.0214%       Actual/360
124      North Dansville      NY         14437    9519 Foster Wheeler Road                      0.0314%         30/360
125      Smithfield           VA         23430    1201-1211 Benns Church Boulevard              0.0214%       Actual/360
126      Post Falls           ID         83854    3517-3539 E. Second Avenue                    0.0214%       Actual/360
127      Bloomington          IN         47403    4300 West Gifford Road                        0.0214%       Actual/360
128      Oldsmar              FL         34677    146, 148, 150 Dunbar Avenue                   0.0214%       Actual/360
129      Middlebury           CT         06762    140 Turnpike Drive                            0.0314%       Actual/360
130      Jacksonville         FL         32210    2151 Lane Avenue South                        0.0214%       Actual/360
131      Delphos              OH         45833    1001 Elida Avenue                             0.0314%         30/360
132      Jacksonville         FL         32217    6680 Powers Avenue                            0.0214%       Actual/360
133      Cameron              TX         76520    100 East 22nd Street                          0.0514%       Actual/360
134      Elbridge             NY         13060    1173 Route 5                                  0.1114%       Actual/360
135      Charlotte            MI         48813    801 Packard Highway                           0.1114%       Actual/360
136      Indio                CA         92201    82521 Market Street                           0.0214%       Actual/360
137      Donna                TX         78537    400 North Val Verde Road                      0.0214%       Actual/360

138      New York             NY         10153    767 Fifth Avenue                              0.0314%         30/360

<CAPTION>


                                                                                               Anticipated            Revised
 ID      City                State   Zip Code    Address                                      Repayment Date           Rate
------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>                  <C>       <C>      <C>                                               <C>           <C>
 1       New York             NY        10153    767 Fifth Avenue                                   No                  N/A
 2       New York             NY        10016    63 Madison Avenue                                  No                  N/A
 3       Sterling Heights     MI        48313    14000 Lakeside Circle                              No                  N/A
 4       Fort Lauderdale      FL        33301    401 East Las Olas Boulevard                        No                  N/A
 5       El Segundo           CA        90245    2101-2141 Rosecrans Avenue                         No                  N/A
 6       Chicago              IL        60602    111 West Washington Street                        Yes           Initial Rate + 2%
 7       Miami Beach          FL        33139    1601 Collins Avenue                                No                  N/A
 8       New York             NY        10019    1414 Avenue of the Americas                        No                  N/A
 9       Torrance             CA        90503    20770 Madrona Avenue                               No                  N/A
 10      Houston              TX        77032    2350 North Sam Houston Parkway East                No                  N/A
 11      San Antonio          TX        78229    3711 Medical Drive                                 No                  N/A
 12      Los Angeles          CA        91367    21555 Oxnard Street                                No                  N/A
 13      New York             NY        10036    1156 Avenue of the Americas                        No                  N/A
 14      Los Angeles          CA        90035    9618 W. Pico Blvd                                  No                  N/A
 15      Houston              TX        77041    13333 West Road                                    No                  N/A
 16      Phoenix              AZ        85008    4848 East Roosevelt Street                         No                  N/A
 17      Santa Fe Springs     CA        90670    10100 & 10330 Pioneer Boulevard                    No                  N/A
 18      Houston              TX        77077    2250 Eldridge Parkway                              No                  N/A
 19      New York             NY        10001    40 West 34th Street                                No                  N/A
 20      Albany               NY        12207    32 Clinton Avenue                                  No                  N/A
 21      Schaumburg           IL        60173    1025 - 1255 East Golf Road                         No                  N/A
 22      Redmond              WA        98052    18340 & 18460 NE 76th Street                       No                  N/A
 23      West Bloomfield      MI        48323    4301 Orchard Lake Road                             No                  N/A
 24      Gardena              CA        90248    NEC Redondo Beach Blvd & Main St                   No                  N/A
 25      Elizabeth            NJ      Various    Various                                            No                  N/A
25.1     Elizabeth            NJ        07208    610 Salem Avenue
25.2     Elizabeth            NJ        07201    470 Jefferson Avenue
25.3     Elizabeth            NJ        07201    1108 Anna Street
25.4     Elizabeth            NJ        07208    1013 North Broad Street
25.5     Elizabeth            NJ        07201    541 & 567 Walnut Street
25.6     Elizabeth            NJ        07201    471 Madison Avenue
 26      Chicago              IL        60620    110-160 West 87th Street                           No                  N/A
 27      Cherry Hill          NJ        08002    1800-1820 Chapel Avenue                            No                  N/A
 28      Salem                OR        97305    3900 Santiam Pass Way                              No                  N/A
 29      Saugus               MA        01906    1160-1170 Broadway (Rt. 1)                         No                  N/A
 30      Duluth               GA        30096    2400 & 2405 Commerce Avenue                        No                  N/A
 31      Plano                TX        75075    2301 Pebble Vale Drive                             No                  N/A
 32      New York             NY        10033    4320 Broadway                                      No                  N/A
 33      Miami                FL        33139    1669 Collins Avenue                                No                  N/A
 34      Stafford             VA        22556    10 Center Street                                   No                  N/A
 35      Stafford             VA        22556    16 Center Street                                   No                  N/A
 36      Stafford             VA        22556    9 Center Street                                    No                  N/A
 37      Elmwood Park         NJ        07407    619 River Drive                                    No                  N/A
 38      New York             NY        10022    5 East 59th Street                                 No                  N/A
 39      Tallahassee          FL        32303    2000 North Meridian Road                           No                  N/A
 40      Vernon               CA        90058    5501-5525 South Santa Fe Avenue                    No                  N/A
 41      Birmingham           MI        48009    360 West Maple Road                                No                  N/A
 42      Sparks               NV        89431    450 Howard Drive                                   No                  N/A
 43      Cedar Rapids         IA        52404    5150 16th Avenue SW                                No                  N/A
 44      Atlanta              GA        30339    3101 Towercreek Parkway                            No                  N/A
 45      Chamblee             GA        30341    4360 Chamblee Dunwoody Road                        No                  N/A
 46      Charlotte            NC        28262    6001 Bennettsville Lane                            No                  N/A
 47      Colorado Springs     CO        80909    685 East Citadel Drive                             No                  N/A
 48      Baltimore            MD        21225    6055 Belle Grove Road                              No                  N/A
 49      City of Industry     CA        91748    18605 & 18645 East Gale Avenue                     No                  N/A
 50      Las Vegas            NV        89131    6510, 6525 & 6530 North Buffalo Drive              No                  N/A
 51      Orange               CA        92867    1132 E. Katella Avenue                             No                  N/A
 52      Amarillo             TX        79109    6100 SW 45th Avenue                                No                  N/A
 53      Overland Park        KS        66213    12010 Blue Valley Parkway                          No                  N/A
 54      Hagerstown           MD        21740    1730 Edgewood Hill Circle                          No                  N/A
 55      Reno                 NV        89502    2500 Longley Lane                                  No                  N/A
 56      Fort Lauderdale      FL        33315    2301 SW 12th Avenue                                No                  N/A
 57      Gainesville          FL        32608    2220 Southwest 34th                                No                  N/A
 58      Newport News         VA        23601    800 Daphia Circle                                  No                  N/A
 59      Oceanside            CA        92054    3510-3650 Mission Avenue                           No                  N/A
 60      Hampton              VA        23666    100 Martha Lee Drive                               No                  N/A
 61      Brooklyn             NY        11212    1 Remsen Avenue                                    No                  N/A
 62      New York             NY        10021    30 East 65th Street                                No                  N/A
 63      El Cajon             CA        92019    722-790 Jamacha Rd                                 No                  N/A
 64      Cincinnati           OH        45204    2670 Lehman Road                                   No                  N/A
 65      Alpharetta           GA        30005    4180 & 4190 Old Milton Parkway                     No                  N/A
 66      Corona               CA        92881    1212 Magnolia Avenue                               No                  N/A
 67      Memphis              TN        38111    3263 Sharpe Ave & 1720-1730 Cherokee Blvd          No                  N/A
 68      Lemon Grove          CA        91945    7103-7155 Broadway                                 No                  N/A
 69      City of Industry     CA        91748    18725 East Gale Avenue                             No                  N/A
 70      LaVerne              CA        91750    1400-1480 Foothill Boulevard                       No                  N/A
 71      Augusta              GA        30904    4274 Washington Road                               No                  N/A
 72      Woodbridge           VA        22192    3625 Elm Farm Road                                 No                  N/A
 73      Scottsdale           AZ        85251    6933 East Thomas Road                              No                  N/A
 74      Gainesville          FL        32608    500 Southwest 34th Street                          No                  N/A
 75      Mesa                 AZ        85205    5901 East McKellips Road                           No                  N/A
 76      Jacksonville         FL        32203    110-340 Stevens St.                                No                  N/A
 77      Berea                OH        44017    6 East Bagley Road                                 No                  N/A
 78      Cincinnati           OH        45236    7788 Montgomery Road                               No                  N/A
 79      Detroit              MI        48219    20001 Seven Mile Road                              No                  N/A
 80      Buena Park           CA        90621    6000 Dale Street                                   No                  N/A
 81      Redondo Beach        CA        90278    2600 Marine Avenue                                 No                  N/A
 82      Tupelo               MS        38801    573 Chesterville Road                              No                  N/A
 83      Granada Hills        CA        91344    11862 Balboa Boulevard                             No                  N/A
 84      California           MD        20619    22810 Three Notch Road                             No                  N/A
 85      Amherst              NY        14221    305 Spindrift                                      No                  N/A
 86      Naperville           IL        60563    688 Amersale Drive                                 No                  N/A
 87      Phoenix              AZ        85016    3114 North 24th Street                             No                  N/A
 88      Palm Harbor          FL        34683    35543 US Highway 19 North                          No                  N/A
 89      Bloomington          IL        61701    101 North Veterans Parkway                         No                  N/A
 90      Santa Clarita        CA        91355    24121-24133 Baywood Lane                           No                  N/A
 91      Buffalo              MN        55313    119 1st Avenue NE                                  No                  N/A
 92      Menifee              CA        92584    27887 Holland Road                                 No                  N/A
 93      Los Angeles          CA        90004    215-219 N. Larchmont Boulevard                     No                  N/A
 94      Arlington            TN        38002    9085 US Highway 64                                 No                  N/A
 95      Northfield           MN        55057    401 Fifth Street West                              No                  N/A
 96      Harrisonburg         VA        22801    182 Neff Avenue                                    No                  N/A
 97      Palatka              FL        32177    109 North Highway 19                               No                  N/A
 98      Chehalis             WA        98532    551 South Market Boulevard                         No                  N/A
 99      San Antonio          TX        78218    5760 Walzem Road                                   No                  N/A
100      Portland             ME        04102    930 Brighton Avenue                                No                  N/A
101      Woonsocket           RI        02895    1517-1551 Diamond Hill Road                        No                  N/A
102      Bellingham           WA        98226    4373 Mitchell Way                                 Yes          Greater of (i)
                                                                                                              Initial Rate + 2.5% or
                                                                                                                 (ii) Treasury
                                                                                                               + 2.5% (Increasing
                                                                                                               by 0.25% each year)
103      Katy                 TX        77493    5161 Franz Road                                    No                  N/A
104      Belpre               OH        45714    201 Washington Boulevard                           No                  N/A
105      Detriot              MI        48213    10950 Gratiot Avenue                               No                  N/A
106      Goldsboro            NC        27534    191 Piedmont Airline Road                          No                  N/A
107      Milton-Freewater     OR        97862    105 SW 2nd Avenue                                  No                  N/A
108      Roanoke              VA        24018    3206 Electric Road                                 No                  N/A
109      Huntsville           AL        35810    3240 Memorial Parkway NW                           No                  N/A
110      Red Bluff            CA        96080    1145 South Main Street                             No                  N/A
111      Port Clinton         OH        43452    100 Morningside Drive                              No                  N/A
112      Thomasville          GA        31792    805 Old Albany Road                                No                  N/A
113      Canton               OH        44718    3010 Whipple Avenue N.W.                           No                  N/A
114      Wheeling             WV        26003    2102 Warwood Avenue                                No                  N/A
115      Auburndale           FL        33823    422 Havendale Square                               No                  N/A
116      Durand               MI        48429    8531 Lansing Road                                  No                  N/A
117      Salt Lake City       UT        84117    4700 South Highland Drive                          No                  N/A
118      Marion               VA        24354    795 North Main Street                              No                  N/A
119      Sacramento           CA        95841    5121 Garfield Avenue                               No                  N/A
120      Denton               MD        21629    860-868 South 5th Avenue                           No                  N/A
121      East Palestine       OH        44413    25 West Main Street                                No                  N/A
122      Erie                 PA        16508    163 West 26th Street                               No                  N/A
123      Columbus             GA        31908    3711 Armour Avenue                                 No                  N/A
124      North Dansville      NY        14437    9519 Foster Wheeler Road                           No                  N/A
125      Smithfield           VA        23430    1201-1211 Benns Church Boulevard                   No                  N/A
126      Post Falls           ID        83854    3517-3539 E. Second Avenue                         No                  N/A
127      Bloomington          IN        47403    4300 West Gifford Road                             No                  N/A
128      Oldsmar              FL        34677    146, 148, 150 Dunbar Avenue                        No                  N/A
129      Middlebury           CT        06762    140 Turnpike Drive                                 No                  N/A
130      Jacksonville         FL        32210    2151 Lane Avenue South                             No                  N/A
131      Delphos              OH        45833    1001 Elida Avenue                                  No                  N/A
132      Jacksonville         FL        32217    6680 Powers Avenue                                 No                  N/A
133      Cameron              TX        76520    100 East 22nd Street                               No                  N/A
134      Elbridge             NY        13060    1173 Route 5                                       No                  N/A
135      Charlotte            MI        48813    801 Packard Highway                                No                  N/A
136      Indio                CA        92201    82521 Market Street                                No                  N/A
137      Donna                TX        78537    400 North Val Verde Road                           No                  N/A

138      New York             NY        10153    767 Fifth Avenue                                   No                  N/A

<CAPTION>



 ID      City                State    Zip Code    Address                                                  Lockbox
------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>                  <C>        <C>      <C>                                          <C>
 1       New York             NY         10153    767 Fifth Avenue                                          Hard
 2       New York             NY         10016    63 Madison Avenue                                         Hard
 3       Sterling Heights     MI         48313    14000 Lakeside Circle                                     Hard
 4       Fort Lauderdale      FL         33301    401 East Las Olas Boulevard                               Hard
 5       El Segundo           CA         90245    2101-2141 Rosecrans Avenue                                Soft
 6       Chicago              IL         60602    111 West Washington Street                                Hard
 7       Miami Beach          FL         33139    1601 Collins Avenue                          None at closing, Springing Hard
 8       New York             NY         10019    1414 Avenue of the Americas                               Soft
 9       Torrance             CA         90503    20770 Madrona Avenue                                      Hard
 10      Houston              TX         77032    2350 North Sam Houston Parkway East                       Hard
 11      San Antonio          TX         78229    3711 Medical Drive                                        None
 12      Los Angeles          CA         91367    21555 Oxnard Street                                       Hard
 13      New York             NY         10036    1156 Avenue of the Americas                               Soft
 14      Los Angeles          CA         90035    9618 W. Pico Blvd                                         Hard
 15      Houston              TX         77041    13333 West Road                                           None
 16      Phoenix              AZ         85008    4848 East Roosevelt Street                                Soft
 17      Santa Fe Springs     CA         90670    10100 & 10330 Pioneer Boulevard                           Hard
 18      Houston              TX         77077    2250 Eldridge Parkway                                     None
 19      New York             NY         10001    40 West 34th Street                                       Soft
 20      Albany               NY         12207    32 Clinton Avenue                                         None
 21      Schaumburg           IL         60173    1025 - 1255 East Golf Road                                None
 22      Redmond              WA         98052    18340 & 18460 NE 76th Street                              Hard
 23      West Bloomfield      MI         48323    4301 Orchard Lake Road                                    None
 24      Gardena              CA         90248    NEC Redondo Beach Blvd & Main St                          Hard
 25      Elizabeth            NJ      Various     Various                                                   None
25.1     Elizabeth            NJ         07208    610 Salem Avenue
25.2     Elizabeth            NJ         07201    470 Jefferson Avenue
25.3     Elizabeth            NJ         07201    1108 Anna Street
25.4     Elizabeth            NJ         07208    1013 North Broad Street
25.5     Elizabeth            NJ         07201    541 & 567 Walnut Street
25.6     Elizabeth            NJ         07201    471 Madison Avenue
 26      Chicago              IL         60620    110-160 West 87th Street                                  None
 27      Cherry Hill          NJ         08002    1800-1820 Chapel Avenue                                   Soft
 28      Salem                OR         97305    3900 Santiam Pass Way                                     Soft
 29      Saugus               MA         01906    1160-1170 Broadway (Rt. 1)                                None
 30      Duluth               GA         30096    2400 & 2405 Commerce Avenue                               None
 31      Plano                TX         75075    2301 Pebble Vale Drive                                    None
 32      New York             NY         10033    4320 Broadway                                             Hard
 33      Miami                FL         33139    1669 Collins Avenue                                       None
 34      Stafford             VA         22556    10 Center Street                                          None
 35      Stafford             VA         22556    16 Center Street                                          None
 36      Stafford             VA         22556    9 Center Street                                           None
 37      Elmwood Park         NJ         07407    619 River Drive                              None at closing, Springing Hard
 38      New York             NY         10022    5 East 59th Street                                        None
 39      Tallahassee          FL         32303    2000 North Meridian Road                                  None
 40      Vernon               CA         90058    5501-5525 South Santa Fe Avenue                           Hard
 41      Birmingham           MI         48009    360 West Maple Road                                       None
 42      Sparks               NV         89431    450 Howard Drive                                          None
 43      Cedar Rapids         IA         52404    5150 16th Avenue SW                                       None
 44      Atlanta              GA         30339    3101 Towercreek Parkway                                   None
 45      Chamblee             GA         30341    4360 Chamblee Dunwoody Road                               None
 46      Charlotte            NC         28262    6001 Bennettsville Lane                                   None
 47      Colorado Springs     CO         80909    685 East Citadel Drive                                    None
 48      Baltimore            MD         21225    6055 Belle Grove Road                                     None
 49      City of Industry     CA         91748    18605 & 18645 East Gale Avenue                            None
 50      Las Vegas            NV         89131    6510, 6525 & 6530 North Buffalo Drive                     None
 51      Orange               CA         92867    1132 E. Katella Avenue                                    None
 52      Amarillo             TX         79109    6100 SW 45th Avenue                                       None
 53      Overland Park        KS         66213    12010 Blue Valley Parkway                                 None
 54      Hagerstown           MD         21740    1730 Edgewood Hill Circle                                 None
 55      Reno                 NV         89502    2500 Longley Lane                                         None
 56      Fort Lauderdale      FL         33315    2301 SW 12th Avenue                                       None
 57      Gainesville          FL         32608    2220 Southwest 34th                                       None
 58      Newport News         VA         23601    800 Daphia Circle                                         None
 59      Oceanside            CA         92054    3510-3650 Mission Avenue                                  None
 60      Hampton              VA         23666    100 Martha Lee Drive                                      None
 61      Brooklyn             NY         11212    1 Remsen Avenue                                           None
 62      New York             NY         10021    30 East 65th Street                                       None
 63      El Cajon             CA         92019    722-790 Jamacha Rd                                        None
 64      Cincinnati           OH         45204    2670 Lehman Road                                          None
 65      Alpharetta           GA         30005    4180 & 4190 Old Milton Parkway                            None
 66      Corona               CA         92881    1212 Magnolia Avenue                                      Hard
 67      Memphis              TN         38111    3263 Sharpe Ave & 1720-1730 Cherokee Blvd                 Hard
 68      Lemon Grove          CA         91945    7103-7155 Broadway                                        None
 69      City of Industry     CA         91748    18725 East Gale Avenue                                    None
 70      LaVerne              CA         91750    1400-1480 Foothill Boulevard                 None at closing, Springing Hard
 71      Augusta              GA         30904    4274 Washington Road                                      None
 72      Woodbridge           VA         22192    3625 Elm Farm Road                                        None
 73      Scottsdale           AZ         85251    6933 East Thomas Road                                     None
 74      Gainesville          FL         32608    500 Southwest 34th Street                                 None
 75      Mesa                 AZ         85205    5901 East McKellips Road                                  None
 76      Jacksonville         FL         32203    110-340 Stevens St.                                       Hard
 77      Berea                OH         44017    6 East Bagley Road                                        None
 78      Cincinnati           OH         45236    7788 Montgomery Road                         None at closing, Springing Hard
 79      Detroit              MI         48219    20001 Seven Mile Road                                     None
 80      Buena Park           CA         90621    6000 Dale Street                                          None
 81      Redondo Beach        CA         90278    2600 Marine Avenue                                        Hard
 82      Tupelo               MS         38801    573 Chesterville Road                                     None
 83      Granada Hills        CA         91344    11862 Balboa Boulevard                                    None
 84      California           MD         20619    22810 Three Notch Road                                    Hard
 85      Amherst              NY         14221    305 Spindrift                                             Hard
 86      Naperville           IL         60563    688 Amersale Drive                                        None
 87      Phoenix              AZ         85016    3114 North 24th Street                                    None
 88      Palm Harbor          FL         34683    35543 US Highway 19 North                                 None
 89      Bloomington          IL         61701    101 North Veterans Parkway                                None
 90      Santa Clarita        CA         91355    24121-24133 Baywood Lane                                  None
 91      Buffalo              MN         55313    119 1st Avenue NE                                         None
 92      Menifee              CA         92584    27887 Holland Road                                        None
 93      Los Angeles          CA         90004    215-219 N. Larchmont Boulevard                            None
 94      Arlington            TN         38002    9085 US Highway 64                                        None
 95      Northfield           MN         55057    401 Fifth Street West                                     None
 96      Harrisonburg         VA         22801    182 Neff Avenue                                           None
 97      Palatka              FL         32177    109 North Highway 19                                      None
 98      Chehalis             WA         98532    551 South Market Boulevard                                Hard
 99      San Antonio          TX         78218    5760 Walzem Road                                          Hard
100      Portland             ME         04102    930 Brighton Avenue                                       Hard
101      Woonsocket           RI         02895    1517-1551 Diamond Hill Road                               None
102      Bellingham           WA         98226    4373 Mitchell Way                                         Hard
103      Katy                 TX         77493    5161 Franz Road                                           None
104      Belpre               OH         45714    201 Washington Boulevard                                  Hard
105      Detriot              MI         48213    10950 Gratiot Avenue                                      Hard
106      Goldsboro            NC         27534    191 Piedmont Airline Road                                 None
107      Milton-Freewater     OR         97862    105 SW 2nd Avenue                                         Hard
108      Roanoke              VA         24018    3206 Electric Road                                        Hard
109      Huntsville           AL         35810    3240 Memorial Parkway NW                     None at closing, springing hard
110      Red Bluff            CA         96080    1145 South Main Street                                    None
111      Port Clinton         OH         43452    100 Morningside Drive                                     None
112      Thomasville          GA         31792    805 Old Albany Road                                       None
113      Canton               OH         44718    3010 Whipple Avenue N.W.                                  Hard
114      Wheeling             WV         26003    2102 Warwood Avenue                                       Hard
115      Auburndale           FL         33823    422 Havendale Square                         None at closing, springing hard
116      Durand               MI         48429    8531 Lansing Road                                         Hard
117      Salt Lake City       UT         84117    4700 South Highland Drive                                 Hard
118      Marion               VA         24354    795 North Main Street                                     Hard
119      Sacramento           CA         95841    5121 Garfield Avenue                                      None
120      Denton               MD         21629    860-868 South 5th Avenue                                  None
121      East Palestine       OH         44413    25 West Main Street                                       Hard
122      Erie                 PA         16508    163 West 26th Street                                      Hard
123      Columbus             GA         31908    3711 Armour Avenue                                        None
124      North Dansville      NY         14437    9519 Foster Wheeler Road                                  Hard
125      Smithfield           VA         23430    1201-1211 Benns Church Boulevard                          None
126      Post Falls           ID         83854    3517-3539 E. Second Avenue                                None
127      Bloomington          IN         47403    4300 West Gifford Road                                    None
128      Oldsmar              FL         34677    146, 148, 150 Dunbar Avenue                               None
129      Middlebury           CT         06762    140 Turnpike Drive                                        Hard
130      Jacksonville         FL         32210    2151 Lane Avenue South                                    None
131      Delphos              OH         45833    1001 Elida Avenue                                         Hard
132      Jacksonville         FL         32217    6680 Powers Avenue                                        None
133      Cameron              TX         76520    100 East 22nd Street                                      None
134      Elbridge             NY         13060    1173 Route 5                                              None
135      Charlotte            MI         48813    801 Packard Highway                                       None
136      Indio                CA         92201    82521 Market Street                                       None
137      Donna                TX         78537    400 North Val Verde Road                                  None

138      New York             NY         10153    767 Fifth Avenue                                          Hard

<CAPTION>

                                                                                                 Crossed
                                                                                                  With        Loan
 ID      City                State    Zip Code    Address                                      Other Loans    Group
------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>                  <C>        <C>      <C>                                            <C>              <C>
 1       New York             NY         10153    767 Fifth Avenue                                 No             1
 2       New York             NY         10016    63 Madison Avenue                                No             1
 3       Sterling Heights     MI         48313    14000 Lakeside Circle                            No             1
 4       Fort Lauderdale      FL         33301    401 East Las Olas Boulevard                      No             1
 5       El Segundo           CA         90245    2101-2141 Rosecrans Avenue                       No             1
 6       Chicago              IL         60602    111 West Washington Street                       No             1
 7       Miami Beach          FL         33139    1601 Collins Avenue                              No             1
 8       New York             NY         10019    1414 Avenue of the Americas                      No             1
 9       Torrance             CA         90503    20770 Madrona Avenue                           Yes - A          1
 10      Houston              TX         77032    2350 North Sam Houston Parkway East            Yes - A          1
 11      San Antonio          TX         78229    3711 Medical Drive                               No             2
 12      Los Angeles          CA         91367    21555 Oxnard Street                              No             1
 13      New York             NY         10036    1156 Avenue of the Americas                      No             1
 14      Los Angeles          CA         90035    9618 W. Pico Blvd                                No             1
 15      Houston              TX         77041    13333 West Road                                  No             2
 16      Phoenix              AZ         85008    4848 East Roosevelt Street                       No             2
 17      Santa Fe Springs     CA         90670    10100 & 10330 Pioneer Boulevard                  No             1
 18      Houston              TX         77077    2250 Eldridge Parkway                            No             2
 19      New York             NY         10001    40 West 34th Street                              No             1
 20      Albany               NY         12207    32 Clinton Avenue                                No             1
 21      Schaumburg           IL         60173    1025 - 1255 East Golf Road                       No             1
 22      Redmond              WA         98052    18340 & 18460 NE 76th Street                     No             1
 23      West Bloomfield      MI         48323    4301 Orchard Lake Road                           No             1
 24      Gardena              CA         90248    NEC Redondo Beach Blvd & Main St                 No             1
 25      Elizabeth            NJ      Various     Various                                          No             2
25.1     Elizabeth            NJ         07208    610 Salem Avenue
25.2     Elizabeth            NJ         07201    470 Jefferson Avenue
25.3     Elizabeth            NJ         07201    1108 Anna Street
25.4     Elizabeth            NJ         07208    1013 North Broad Street
25.5     Elizabeth            NJ         07201    541 & 567 Walnut Street
25.6     Elizabeth            NJ         07201    471 Madison Avenue
 26      Chicago              IL         60620    110-160 West 87th Street                         No             1
 27      Cherry Hill          NJ         08002    1800-1820 Chapel Avenue                          No             1
 28      Salem                OR         97305    3900 Santiam Pass Way                            No             2
 29      Saugus               MA         01906    1160-1170 Broadway (Rt. 1)                       No             1
 30      Duluth               GA         30096    2400 & 2405 Commerce Avenue                      No             1
 31      Plano                TX         75075    2301 Pebble Vale Drive                           No             2
 32      New York             NY         10033    4320 Broadway                                    No             1
 33      Miami                FL         33139    1669 Collins Avenue                              No             1
 34      Stafford             VA         22556    10 Center Street                               Yes - B          1
 35      Stafford             VA         22556    16 Center Street                               Yes - B          1
 36      Stafford             VA         22556    9 Center Street                                Yes - B          1
 37      Elmwood Park         NJ         07407    619 River Drive                                  No             1
 38      New York             NY         10022    5 East 59th Street                               No             1
 39      Tallahassee          FL         32303    2000 North Meridian Road                         No             2
 40      Vernon               CA         90058    5501-5525 South Santa Fe Avenue                  No             1
 41      Birmingham           MI         48009    360 West Maple Road                              No             1
 42      Sparks               NV         89431    450 Howard Drive                                 No             1
 43      Cedar Rapids         IA         52404    5150 16th Avenue SW                              No             2
 44      Atlanta              GA         30339    3101 Towercreek Parkway                          No             1
 45      Chamblee             GA         30341    4360 Chamblee Dunwoody Road                      No             1
 46      Charlotte            NC         28262    6001 Bennettsville Lane                          No             2
 47      Colorado Springs     CO         80909    685 East Citadel Drive                           No             1
 48      Baltimore            MD         21225    6055 Belle Grove Road                            No             1
 49      City of Industry     CA         91748    18605 & 18645 East Gale Avenue                   No             1
 50      Las Vegas            NV         89131    6510, 6525 & 6530 North Buffalo Drive            No             1
 51      Orange               CA         92867    1132 E. Katella Avenue                           No             1
 52      Amarillo             TX         79109    6100 SW 45th Avenue                              No             2
 53      Overland Park        KS         66213    12010 Blue Valley Parkway                        No             1
 54      Hagerstown           MD         21740    1730 Edgewood Hill Circle                        No             2
 55      Reno                 NV         89502    2500 Longley Lane                                No             1
 56      Fort Lauderdale      FL         33315    2301 SW 12th Avenue                              No             1
 57      Gainesville          FL         32608    2220 Southwest 34th                              No             2
 58      Newport News         VA         23601    800 Daphia Circle                                No             2
 59      Oceanside            CA         92054    3510-3650 Mission Avenue                         No             1
 60      Hampton              VA         23666    100 Martha Lee Drive                             No             2
 61      Brooklyn             NY         11212    1 Remsen Avenue                                  No             1
 62      New York             NY         10021    30 East 65th Street                              No             1
 63      El Cajon             CA         92019    722-790 Jamacha Rd                               No             1
 64      Cincinnati           OH         45204    2670 Lehman Road                                 No             2
 65      Alpharetta           GA         30005    4180 & 4190 Old Milton Parkway                   No             1
 66      Corona               CA         92881    1212 Magnolia Avenue                             No             1
 67      Memphis              TN         38111    3263 Sharpe Ave & 1720-1730 Cherokee Blvd        No             1
 68      Lemon Grove          CA         91945    7103-7155 Broadway                               No             1
 69      City of Industry     CA         91748    18725 East Gale Avenue                           No             1
 70      LaVerne              CA         91750    1400-1480 Foothill Boulevard                     No             1
 71      Augusta              GA         30904    4274 Washington Road                             No             1
 72      Woodbridge           VA         22192    3625 Elm Farm Road                               No             1
 73      Scottsdale           AZ         85251    6933 East Thomas Road                            No             1
 74      Gainesville          FL         32608    500 Southwest 34th Street                        No             2
 75      Mesa                 AZ         85205    5901 East McKellips Road                         No             1
 76      Jacksonville         FL         32203    110-340 Stevens St.                              No             1
 77      Berea                OH         44017    6 East Bagley Road                               No             1
 78      Cincinnati           OH         45236    7788 Montgomery Road                             No             1
 79      Detroit              MI         48219    20001 Seven Mile Road                            No             1
 80      Buena Park           CA         90621    6000 Dale Street                                 No             1
 81      Redondo Beach        CA         90278    2600 Marine Avenue                               No             1
 82      Tupelo               MS         38801    573 Chesterville Road                            No             2
 83      Granada Hills        CA         91344    11862 Balboa Boulevard                           No             1
 84      California           MD         20619    22810 Three Notch Road                           No             1
 85      Amherst              NY         14221    305 Spindrift                                    No             1
 86      Naperville           IL         60563    688 Amersale Drive                               No             1
 87      Phoenix              AZ         85016    3114 North 24th Street                           No             1
 88      Palm Harbor          FL         34683    35543 US Highway 19 North                        No             1
 89      Bloomington          IL         61701    101 North Veterans Parkway                       No             1
 90      Santa Clarita        CA         91355    24121-24133 Baywood Lane                         No             1
 91      Buffalo              MN         55313    119 1st Avenue NE                                No             2
 92      Menifee              CA         92584    27887 Holland Road                               No             1
 93      Los Angeles          CA         90004    215-219 N. Larchmont Boulevard                   No             1
 94      Arlington            TN         38002    9085 US Highway 64                               No             1
 95      Northfield           MN         55057    401 Fifth Street West                            No             1
 96      Harrisonburg         VA         22801    182 Neff Avenue                                  No             1
 97      Palatka              FL         32177    109 North Highway 19                             No             1
 98      Chehalis             WA         98532    551 South Market Boulevard                       No             1
 99      San Antonio          TX         78218    5760 Walzem Road                                 No             1
100      Portland             ME         04102    930 Brighton Avenue                              No             1
101      Woonsocket           RI         02895    1517-1551 Diamond Hill Road                      No             1
102      Bellingham           WA         98226    4373 Mitchell Way                                No             1
103      Katy                 TX         77493    5161 Franz Road                                  No             1
104      Belpre               OH         45714    201 Washington Boulevard                         No             1
105      Detriot              MI         48213    10950 Gratiot Avenue                             No             1
106      Goldsboro            NC         27534    191 Piedmont Airline Road                        No             2
107      Milton-Freewater     OR         97862    105 SW 2nd Avenue                                No             1
108      Roanoke              VA         24018    3206 Electric Road                               No             1
109      Huntsville           AL         35810    3240 Memorial Parkway NW                         No             1
110      Red Bluff            CA         96080    1145 South Main Street                           No             1
111      Port Clinton         OH         43452    100 Morningside Drive                            No             1
112      Thomasville          GA         31792    805 Old Albany Road                              No             2
113      Canton               OH         44718    3010 Whipple Avenue N.W.                         No             1
114      Wheeling             WV         26003    2102 Warwood Avenue                              No             1
115      Auburndale           FL         33823    422 Havendale Square                             No             1
116      Durand               MI         48429    8531 Lansing Road                                No             1
117      Salt Lake City       UT         84117    4700 South Highland Drive                        No             1
118      Marion               VA         24354    795 North Main Street                            No             1
119      Sacramento           CA         95841    5121 Garfield Avenue                             No             2
120      Denton               MD         21629    860-868 South 5th Avenue                         No             1
121      East Palestine       OH         44413    25 West Main Street                              No             1
122      Erie                 PA         16508    163 West 26th Street                             No             1
123      Columbus             GA         31908    3711 Armour Avenue                               No             2
124      North Dansville      NY         14437    9519 Foster Wheeler Road                         No             1
125      Smithfield           VA         23430    1201-1211 Benns Church Boulevard                 No             1
126      Post Falls           ID         83854    3517-3539 E. Second Avenue                       No             2
127      Bloomington          IN         47403    4300 West Gifford Road                           No             2
128      Oldsmar              FL         34677    146, 148, 150 Dunbar Avenue                      No             1
129      Middlebury           CT         06762    140 Turnpike Drive                               No             1
130      Jacksonville         FL         32210    2151 Lane Avenue South                           No             1
131      Delphos              OH         45833    1001 Elida Avenue                                No             1
132      Jacksonville         FL         32217    6680 Powers Avenue                               No             1
133      Cameron              TX         76520    100 East 22nd Street                             No             2
134      Elbridge             NY         13060    1173 Route 5                                     No             1
135      Charlotte            MI         48813    801 Packard Highway                              No             2
136      Indio                CA         92201    82521 Market Street                              No             1
137      Donna                TX         78537    400 North Val Verde Road                         No             2

138      New York             NY         10153    767 Fifth Avenue                                 No          N/A

<CAPTION>

                                                                                                    Net
                                                                                               Rentable Area
 ID      City                State    Zip Code    Address                                        SF/Units       Letter of Credit
------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>                  <C>        <C>      <C>                                              <C>                   <C>
 1       New York             NY         10153    767 Fifth Avenue                                 1,905,103
 2       New York             NY         10016    63 Madison Avenue                                  797,377
 3       Sterling Heights     MI         48313    14000 Lakeside Circle                              643,375
 4       Fort Lauderdale      FL         33301    401 East Las Olas Boulevard                        409,075
 5       El Segundo           CA         90245    2101-2141 Rosecrans Avenue                         476,852
 6       Chicago              IL         60602    111 West Washington Street                         579,778
 7       Miami Beach          FL         33139    1601 Collins Avenue                                    790
 8       New York             NY         10019    1414 Avenue of the Americas                        121,608
 9       Torrance             CA         90503    20770 Madrona Avenue                               190,318
 10      Houston              TX         77032    2350 North Sam Houston Parkway East                157,728
 11      San Antonio          TX         78229    3711 Medical Drive                                     612
 12      Los Angeles          CA         91367    21555 Oxnard Street                                448,072
 13      New York             NY         10036    1156 Avenue of the Americas                         75,416
 14      Los Angeles          CA         90035    9618 W. Pico Blvd                                   71,228
 15      Houston              TX         77041    13333 West Road                                        376
 16      Phoenix              AZ         85008    4848 East Roosevelt Street                             368
 17      Santa Fe Springs     CA         90670    10100 & 10330 Pioneer Boulevard                    177,402
 18      Houston              TX         77077    2250 Eldridge Parkway                                  270
 19      New York             NY         10001    40 West 34th Street                                 20,000
 20      Albany               NY         12207    32 Clinton Avenue                                   78,534
 21      Schaumburg           IL         60173    1025 - 1255 East Golf Road                         207,583
 22      Redmond              WA         98052    18340 & 18460 NE 76th Street                       196,100
 23      West Bloomfield      MI         48323    4301 Orchard Lake Road                             134,685
 24      Gardena              CA         90248    NEC Redondo Beach Blvd & Main St                    52,566
 25      Elizabeth            NJ      Various     Various                                                287
25.1     Elizabeth            NJ         07208    610 Salem Avenue                                        77
25.2     Elizabeth            NJ         07201    470 Jefferson Avenue                                    51
25.3     Elizabeth            NJ         07201    1108 Anna Street                                        44
25.4     Elizabeth            NJ         07208    1013 North Broad Street                                 46
25.5     Elizabeth            NJ         07201    541 & 567 Walnut Street                                 37
25.6     Elizabeth            NJ         07201    471 Madison Avenue                                      32
 26      Chicago              IL         60620    110-160 West 87th Street                           175,774
 27      Cherry Hill          NJ         08002    1800-1820 Chapel Avenue                            148,147
 28      Salem                OR         97305    3900 Santiam Pass Way                                  178
 29      Saugus               MA         01906    1160-1170 Broadway (Rt. 1)                          75,441
 30      Duluth               GA         30096    2400 & 2405 Commerce Avenue                        177,914
 31      Plano                TX         75075    2301 Pebble Vale Drive                                 314
 32      New York             NY         10033    4320 Broadway                                      108,000
 33      Miami                FL         33139    1669 Collins Avenue                                 17,039
 34      Stafford             VA         22556    10 Center Street                                    37,954
 35      Stafford             VA         22556    16 Center Street                                    37,266
 36      Stafford             VA         22556    9 Center Street                                     13,220
 37      Elmwood Park         NJ         07407    619 River Drive                                     95,966
 38      New York             NY         10022    5 East 59th Street                                  39,974
 39      Tallahassee          FL         32303    2000 North Meridian Road                               232
 40      Vernon               CA         90058    5501-5525 South Santa Fe Avenue                    106,135             500,000
 41      Birmingham           MI         48009    360 West Maple Road                                 93,079
 42      Sparks               NV         89431    450 Howard Drive                                     1,735
 43      Cedar Rapids         IA         52404    5150 16th Avenue SW                                    390
 44      Atlanta              GA         30339    3101 Towercreek Parkway                             98,543
 45      Chamblee             GA         30341    4360 Chamblee Dunwoody Road                        100,326
 46      Charlotte            NC         28262    6001 Bennettsville Lane                                240
 47      Colorado Springs     CO         80909    685 East Citadel Drive                             102,306
 48      Baltimore            MD         21225    6055 Belle Grove Road                                  145
 49      City of Industry     CA         91748    18605 & 18645 East Gale Avenue                      75,500
 50      Las Vegas            NV         89131    6510, 6525 & 6530 North Buffalo Drive               24,420
 51      Orange               CA         92867    1132 E. Katella Avenue                              63,635
 52      Amarillo             TX         79109    6100 SW 45th Avenue                                    216
 53      Overland Park        KS         66213    12010 Blue Valley Parkway                              120
 54      Hagerstown           MD         21740    1730 Edgewood Hill Circle                              110
 55      Reno                 NV         89502    2500 Longley Lane                                    1,691
 56      Fort Lauderdale      FL         33315    2301 SW 12th Avenue                                    108
 57      Gainesville          FL         32608    2220 Southwest 34th                                    234
 58      Newport News         VA         23601    800 Daphia Circle                                      175
 59      Oceanside            CA         92054    3510-3650 Mission Avenue                               590
 60      Hampton              VA         23666    100 Martha Lee Drive                                   198
 61      Brooklyn             NY         11212    1 Remsen Avenue                                     21,650
 62      New York             NY         10021    30 East 65th Street                                     64
 63      El Cajon             CA         92019    722-790 Jamacha Rd                                  32,270
 64      Cincinnati           OH         45204    2670 Lehman Road                                       176
 65      Alpharetta           GA         30005    4180 & 4190 Old Milton Parkway                      28,718
 66      Corona               CA         92881    1212 Magnolia Avenue                                46,283
 67      Memphis              TN         38111    3263 Sharpe Ave & 1720-1730 Cherokee Blvd          183,774
 68      Lemon Grove          CA         91945    7103-7155 Broadway                                  33,035
 69      City of Industry     CA         91748    18725 East Gale Avenue                              45,949
 70      LaVerne              CA         91750    1400-1480 Foothill Boulevard                        19,568
 71      Augusta              GA         30904    4274 Washington Road                                75,695
 72      Woodbridge           VA         22192    3625 Elm Farm Road                                     122
 73      Scottsdale           AZ         85251    6933 East Thomas Road                                  622
 74      Gainesville          FL         32608    500 Southwest 34th Street                              145
 75      Mesa                 AZ         85205    5901 East McKellips Road                            24,693
 76      Jacksonville         FL         32203    110-340 Stevens St.                                182,901
 77      Berea                OH         44017    6 East Bagley Road                                  13,650
 78      Cincinnati           OH         45236    7788 Montgomery Road                                22,709
 79      Detroit              MI         48219    20001 Seven Mile Road                               11,180
 80      Buena Park           CA         90621    6000 Dale Street                                       465
 81      Redondo Beach        CA         90278    2600 Marine Avenue                                  43,000
 82      Tupelo               MS         38801    573 Chesterville Road                                   89
 83      Granada Hills        CA         91344    11862 Balboa Boulevard                              23,739
 84      California           MD         20619    22810 Three Notch Road                              52,000
 85      Amherst              NY         14221    305 Spindrift                                       29,480
 86      Naperville           IL         60563    688 Amersale Drive                                  14,490
 87      Phoenix              AZ         85016    3114 North 24th Street                                 554
 88      Palm Harbor          FL         34683    35543 US Highway 19 North                           14,820
 89      Bloomington          IL         61701    101 North Veterans Parkway                          13,147
 90      Santa Clarita        CA         91355    24121-24133 Baywood Lane                             8,652
 91      Buffalo              MN         55313    119 1st Avenue NE                                       48
 92      Menifee              CA         92584    27887 Holland Road                                     428
 93      Los Angeles          CA         90004    215-219 N. Larchmont Boulevard                       7,396
 94      Arlington            TN         38002    9085 US Highway 64                                  15,120
 95      Northfield           MN         55057    401 Fifth Street West                               14,550
 96      Harrisonburg         VA         22801    182 Neff Avenue                                     44,019
 97      Palatka              FL         32177    109 North Highway 19                                96,157
 98      Chehalis             WA         98532    551 South Market Boulevard                          13,328
 99      San Antonio          TX         78218    5760 Walzem Road                                    13,905
100      Portland             ME         04102    930 Brighton Avenue                                 11,180
101      Woonsocket           RI         02895    1517-1551 Diamond Hill Road                         10,350
102      Bellingham           WA         98226    4373 Mitchell Way                                   30,313
103      Katy                 TX         77493    5161 Franz Road                                     14,560
104      Belpre               OH         45714    201 Washington Boulevard                            11,180
105      Detriot              MI         48213    10950 Gratiot Avenue                                11,180
106      Goldsboro            NC         27534    191 Piedmont Airline Road                               40
107      Milton-Freewater     OR         97862    105 SW 2nd Avenue                                   13,328
108      Roanoke              VA         24018    3206 Electric Road                                  11,060
109      Huntsville           AL         35810    3240 Memorial Parkway NW                            82,612
110      Red Bluff            CA         96080    1145 South Main Street                              13,545
111      Port Clinton         OH         43452    100 Morningside Drive                                  147
112      Thomasville          GA         31792    805 Old Albany Road                                    112
113      Canton               OH         44718    3010 Whipple Avenue N.W.                            13,804
114      Wheeling             WV         26003    2102 Warwood Avenue                                 11,180
115      Auburndale           FL         33823    422 Havendale Square                                58,483
116      Durand               MI         48429    8531 Lansing Road                                   11,060
117      Salt Lake City       UT         84117    4700 South Highland Drive                              164
118      Marion               VA         24354    795 North Main Street                               11,088
119      Sacramento           CA         95841    5121 Garfield Avenue                                    46
120      Denton               MD         21629    860-868 South 5th Avenue                            18,000
121      East Palestine       OH         44413    25 West Main Street                                 11,180
122      Erie                 PA         16508    163 West 26th Street                                11,325
123      Columbus             GA         31908    3711 Armour Avenue                                      44
124      North Dansville      NY         14437    9519 Foster Wheeler Road                            11,348
125      Smithfield           VA         23430    1201-1211 Benns Church Boulevard                    13,620
126      Post Falls           ID         83854    3517-3539 E. Second Avenue                              42
127      Bloomington          IN         47403    4300 West Gifford Road                                  42
128      Oldsmar              FL         34677    146, 148, 150 Dunbar Avenue                         47,337
129      Middlebury           CT         06762    140 Turnpike Drive                                  25,705
130      Jacksonville         FL         32210    2151 Lane Avenue South                              16,080
131      Delphos              OH         45833    1001 Elida Avenue                                   11,180
132      Jacksonville         FL         32217    6680 Powers Avenue                                  15,700
133      Cameron              TX         76520    100 East 22nd Street                                    68
134      Elbridge             NY         13060    1173 Route 5                                            98
135      Charlotte            MI         48813    801 Packard Highway                                     40
136      Indio                CA         92201    82521 Market Street                                    281
137      Donna                TX         78537    400 North Val Verde Road                               414

138      New York             NY         10153    767 Fifth Avenue                                 1,905,103

<CAPTION>


                                                                                             Letter of Credit
 ID      City                State    Zip Code    Address                                      Description
------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>                  <C>        <C>      <C>                                        <C>
 1       New York             NY         10153    767 Fifth Avenue
 2       New York             NY         10016    63 Madison Avenue
 3       Sterling Heights     MI         48313    14000 Lakeside Circle
 4       Fort Lauderdale      FL         33301    401 East Las Olas Boulevard
 5       El Segundo           CA         90245    2101-2141 Rosecrans Avenue
 6       Chicago              IL         60602    111 West Washington Street
 7       Miami Beach          FL         33139    1601 Collins Avenue
 8       New York             NY         10019    1414 Avenue of the Americas
 9       Torrance             CA         90503    20770 Madrona Avenue
 10      Houston              TX         77032    2350 North Sam Houston Parkway East
 11      San Antonio          TX         78229    3711 Medical Drive
 12      Los Angeles          CA         91367    21555 Oxnard Street
 13      New York             NY         10036    1156 Avenue of the Americas
 14      Los Angeles          CA         90035    9618 W. Pico Blvd
 15      Houston              TX         77041    13333 West Road
 16      Phoenix              AZ         85008    4848 East Roosevelt Street
 17      Santa Fe Springs     CA         90670    10100 & 10330 Pioneer Boulevard
 18      Houston              TX         77077    2250 Eldridge Parkway
 19      New York             NY         10001    40 West 34th Street
 20      Albany               NY         12207    32 Clinton Avenue
 21      Schaumburg           IL         60173    1025 - 1255 East Golf Road
 22      Redmond              WA         98052    18340 & 18460 NE 76th Street
 23      West Bloomfield      MI         48323    4301 Orchard Lake Road
 24      Gardena              CA         90248    NEC Redondo Beach Blvd & Main St
 25      Elizabeth            NJ      Various     Various
25.1     Elizabeth            NJ         07208    610 Salem Avenue
25.2     Elizabeth            NJ         07201    470 Jefferson Avenue
25.3     Elizabeth            NJ         07201    1108 Anna Street
25.4     Elizabeth            NJ         07208    1013 North Broad Street
25.5     Elizabeth            NJ         07201    541 & 567 Walnut Street
25.6     Elizabeth            NJ         07201    471 Madison Avenue
 26      Chicago              IL         60620    110-160 West 87th Street
 27      Cherry Hill          NJ         08002    1800-1820 Chapel Avenue
 28      Salem                OR         97305    3900 Santiam Pass Way
 29      Saugus               MA         01906    1160-1170 Broadway (Rt. 1)
 30      Duluth               GA         30096    2400 & 2405 Commerce Avenue
 31      Plano                TX         75075    2301 Pebble Vale Drive
 32      New York             NY         10033    4320 Broadway
 33      Miami                FL         33139    1669 Collins Avenue
 34      Stafford             VA         22556    10 Center Street
 35      Stafford             VA         22556    16 Center Street
 36      Stafford             VA         22556    9 Center Street
 37      Elmwood Park         NJ         07407    619 River Drive
 38      New York             NY         10022    5 East 59th Street
 39      Tallahassee          FL         32303    2000 North Meridian Road
 40      Vernon               CA         90058    5501-5525 South Santa Fe Avenue            Letter of Credit
 41      Birmingham           MI         48009    360 West Maple Road
 42      Sparks               NV         89431    450 Howard Drive
 43      Cedar Rapids         IA         52404    5150 16th Avenue SW
 44      Atlanta              GA         30339    3101 Towercreek Parkway
 45      Chamblee             GA         30341    4360 Chamblee Dunwoody Road
 46      Charlotte            NC         28262    6001 Bennettsville Lane
 47      Colorado Springs     CO         80909    685 East Citadel Drive
 48      Baltimore            MD         21225    6055 Belle Grove Road
 49      City of Industry     CA         91748    18605 & 18645 East Gale Avenue
 50      Las Vegas            NV         89131    6510, 6525 & 6530 North Buffalo Drive
 51      Orange               CA         92867    1132 E. Katella Avenue
 52      Amarillo             TX         79109    6100 SW 45th Avenue
 53      Overland Park        KS         66213    12010 Blue Valley Parkway
 54      Hagerstown           MD         21740    1730 Edgewood Hill Circle
 55      Reno                 NV         89502    2500 Longley Lane
 56      Fort Lauderdale      FL         33315    2301 SW 12th Avenue
 57      Gainesville          FL         32608    2220 Southwest 34th
 58      Newport News         VA         23601    800 Daphia Circle
 59      Oceanside            CA         92054    3510-3650 Mission Avenue
 60      Hampton              VA         23666    100 Martha Lee Drive
 61      Brooklyn             NY         11212    1 Remsen Avenue
 62      New York             NY         10021    30 East 65th Street
 63      El Cajon             CA         92019    722-790 Jamacha Rd
 64      Cincinnati           OH         45204    2670 Lehman Road
 65      Alpharetta           GA         30005    4180 & 4190 Old Milton Parkway
 66      Corona               CA         92881    1212 Magnolia Avenue
 67      Memphis              TN         38111    3263 Sharpe Ave & 1720-1730 Cherokee Blvd
 68      Lemon Grove          CA         91945    7103-7155 Broadway
 69      City of Industry     CA         91748    18725 East Gale Avenue
 70      LaVerne              CA         91750    1400-1480 Foothill Boulevard
 71      Augusta              GA         30904    4274 Washington Road
 72      Woodbridge           VA         22192    3625 Elm Farm Road
 73      Scottsdale           AZ         85251    6933 East Thomas Road
 74      Gainesville          FL         32608    500 Southwest 34th Street
 75      Mesa                 AZ         85205    5901 East McKellips Road
 76      Jacksonville         FL         32203    110-340 Stevens St.
 77      Berea                OH         44017    6 East Bagley Road
 78      Cincinnati           OH         45236    7788 Montgomery Road
 79      Detroit              MI         48219    20001 Seven Mile Road
 80      Buena Park           CA         90621    6000 Dale Street
 81      Redondo Beach        CA         90278    2600 Marine Avenue
 82      Tupelo               MS         38801    573 Chesterville Road
 83      Granada Hills        CA         91344    11862 Balboa Boulevard
 84      California           MD         20619    22810 Three Notch Road
 85      Amherst              NY         14221    305 Spindrift
 86      Naperville           IL         60563    688 Amersale Drive
 87      Phoenix              AZ         85016    3114 North 24th Street
 88      Palm Harbor          FL         34683    35543 US Highway 19 North
 89      Bloomington          IL         61701    101 North Veterans Parkway
 90      Santa Clarita        CA         91355    24121-24133 Baywood Lane
 91      Buffalo              MN         55313    119 1st Avenue NE
 92      Menifee              CA         92584    27887 Holland Road
 93      Los Angeles          CA         90004    215-219 N. Larchmont Boulevard
 94      Arlington            TN         38002    9085 US Highway 64
 95      Northfield           MN         55057    401 Fifth Street West
 96      Harrisonburg         VA         22801    182 Neff Avenue
 97      Palatka              FL         32177    109 North Highway 19
 98      Chehalis             WA         98532    551 South Market Boulevard
 99      San Antonio          TX         78218    5760 Walzem Road
100      Portland             ME         04102    930 Brighton Avenue
101      Woonsocket           RI         02895    1517-1551 Diamond Hill Road
102      Bellingham           WA         98226    4373 Mitchell Way
103      Katy                 TX         77493    5161 Franz Road
104      Belpre               OH         45714    201 Washington Boulevard
105      Detriot              MI         48213    10950 Gratiot Avenue
106      Goldsboro            NC         27534    191 Piedmont Airline Road
107      Milton-Freewater     OR         97862    105 SW 2nd Avenue
108      Roanoke              VA         24018    3206 Electric Road
109      Huntsville           AL         35810    3240 Memorial Parkway NW
110      Red Bluff            CA         96080    1145 South Main Street
111      Port Clinton         OH         43452    100 Morningside Drive
112      Thomasville          GA         31792    805 Old Albany Road
113      Canton               OH         44718    3010 Whipple Avenue N.W.
114      Wheeling             WV         26003    2102 Warwood Avenue
115      Auburndale           FL         33823    422 Havendale Square
116      Durand               MI         48429    8531 Lansing Road
117      Salt Lake City       UT         84117    4700 South Highland Drive
118      Marion               VA         24354    795 North Main Street
119      Sacramento           CA         95841    5121 Garfield Avenue
120      Denton               MD         21629    860-868 South 5th Avenue
121      East Palestine       OH         44413    25 West Main Street
122      Erie                 PA         16508    163 West 26th Street
123      Columbus             GA         31908    3711 Armour Avenue
124      North Dansville      NY         14437    9519 Foster Wheeler Road
125      Smithfield           VA         23430    1201-1211 Benns Church Boulevard
126      Post Falls           ID         83854    3517-3539 E. Second Avenue
127      Bloomington          IN         47403    4300 West Gifford Road
128      Oldsmar              FL         34677    146, 148, 150 Dunbar Avenue
129      Middlebury           CT         06762    140 Turnpike Drive
130      Jacksonville         FL         32210    2151 Lane Avenue South
131      Delphos              OH         45833    1001 Elida Avenue
132      Jacksonville         FL         32217    6680 Powers Avenue
133      Cameron              TX         76520    100 East 22nd Street
134      Elbridge             NY         13060    1173 Route 5
135      Charlotte            MI         48813    801 Packard Highway
136      Indio                CA         92201    82521 Market Street
137      Donna                TX         78537    400 North Val Verde Road

138      New York             NY         10153    767 Fifth Avenue
</TABLE>

<PAGE>
                                 EXHIBIT B-2

                         SERVICING FEE RATE SCHEDULE

COMM 2005-LP5

Exhibit B-2
-----------
<TABLE>
<CAPTION>
                                                 Mortgage    Primary        Master                                   Adminis-
                                                   Loan      Servicer      Servicer      Trustee     Subervicing     trative
ID        Loan Name                               Seller     Fee Rate      Fee Rate      Fee Rate      Fee Rate      Fee Rate
--        ---------                               ------     --------      --------      --------      --------      --------
<S>                                             <C>          <C>           <C>           <C>           <C>           <C>
 1  General Motors Building                        GACC      0.02000%(2)   0.01000%(1)   0.00140%                    0.03140%
 2  63 Madison Avenue                              GACC      0.00000%      0.01000%(1)   0.00140%                    0.03140%
 3  Lakeside Mall                                  GACC      0.00000%      0.01000%(1)   0.00140%                    0.03140%
 4  Bank of America Tower at Las Olas
      City Centre                                  GACC      0.02000%      0.01000%      0.00140%                    0.03140%
 5  Continental Park Plaza                         GACC      0.02000%      0.01000%      0.00140%      0.06000%      0.09140%
 6  Burnham Center                              LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
 7  Loews Miami Beach                              GACC      0.02000%(2)   0.01000%(1)   0.00140%                    0.03140%
 8  1414 Avenue of the Americas                    GACC      0.02000%      0.01000%      0.00140%                    0.03140%
 9  Madrona Office Building                     LaSalle      0.00000%      0.01000%      0.00140%      0.02000%      0.03140%
10  North Belt Corporate Center                 LaSalle      0.00000%      0.01000%      0.00140%      0.02000%      0.03140%
11  Signature Ridge Apartments                      PNC      0.05000%      0.01000%      0.00140%                    0.06140%
12  Wellpoint Office Tower                         GACC      0.02000%(2)   0.01000%(1)   0.00140%      0.02000%      0.05140%
13  1156 Avenue of the Americas                    GACC      0.02000%      0.01000%      0.00140%                    0.03140%
14  Hillcrest Promenade                             PNC      0.06000%      0.01000%      0.00140%                    0.07140%
15  The Las Ventanas Apartments                     PNC      0.04000%      0.01000%      0.00140%                    0.05140%
16  Courtney Village                               GACC      0.00000%      0.01000%      0.00140%      0.03000%      0.04140%
17  Town Center Business Park                       PNC      0.09000%      0.01000%      0.00140%                    0.10140%
18  The Bridges of Eldridge Apartments              PNC      0.06000%      0.01000%      0.00140%                    0.07140%
19  40 West 34th Street                            GACC      0.02000%      0.01000%      0.00140%                    0.03140%
20  Albany Family Court                         LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
21  Woodfield Commons                           LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
22  Genie Industries Buildings                      PNC      0.07000%      0.01000%      0.00140%                    0.08140%
23  Crosswinds Mall                             LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
24  Federal Express Freight Facility                PNC      0.07000%      0.01000%      0.00140%                    0.08140%
25  Elizabeth Multifamily Portfolio                GACC      0.02000%      0.01000%      0.00140%                    0.03140%
26  Chatham Ridge Shopping Center               LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
27  Commerce Center                                GACC      0.02000%      0.01000%      0.00140%                    0.03140%
28  Willamette Estates                             GACC      0.02000%      0.01000%      0.00140%                    0.03140%
29  Sherman Plaza                               LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
30  Satellite 1100 & 2000                       LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
31  Mission Collin Creek Apartments                 PNC      0.09000%      0.01000%      0.00140%                    0.10140%
32  4320 Broadway                                  GACC      0.02000%      0.01000%      0.00140%                    0.03140%
33  South Beach Ritz Carlton Retail                GACC      0.02000%      0.01000%      0.00140%                    0.03140%
34  Stafford Commerce Building IV               LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
35  Stafford Commerce Building III              LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
36  Stafford Station                            LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
37  River Drive Center 1                            PNC      0.04000%      0.01000%      0.00140%                    0.05140%
38  5 East 59th Street                          LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
39  Meridian Place Apartments                      GACC      0.02000%      0.01000%      0.00140%                    0.03140%
40  Pacific American Fish Company                   PNC      0.07000%      0.01000%      0.00140%                    0.08140%
41  360 West Maple/McCann-Erickson Building     LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
42  Emigrant Storage-Sparks                     LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
43  Shamrock Apartments                            GACC      0.02000%      0.01000%      0.00140%      0.03000%      0.06140%
44  One Tower Creek                                GACC      0.02000%      0.01000%      0.00140%                    0.03140%
45  Plaza Square North                             GACC      0.02000%      0.01000%      0.00140%                    0.03140%
46  Lexington on Mallard Creek                      PNC      0.04000%      0.01000%      0.00140%                    0.05140%
47  Citadel Terrace Office Building                 PNC      0.09000%      0.01000%      0.00140%                    0.10140%
48  Sleep Inn BWI Airport                          GACC      0.02000%      0.01000%      0.00140%                    0.03140%
49  Concourse Office Building I                 LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
50  Centennial Court Shopping Center               GACC      0.02000%      0.01000%      0.00140%                    0.03140%
51  Merchants Centre                                PNC      0.04000%      0.01000%      0.00140%                    0.05140%
52  Newport Apartments                              PNC      0.06000%      0.01000%      0.00140%                    0.07140%
53  Residence Inn - Overland Park                   PNC      0.09000%      0.01000%      0.00140%                    0.10140%
54  Edgewood Hill Apartments                       GACC      0.02000%      0.01000%      0.00140%                    0.03140%
55  Emigrant Storage-Reno                       LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
56  Hampton Inn - Ft. Lauderdale                LaSalle      0.00000%      0.01000%      0.00140%      0.06000%      0.07140%
57  Piccadilly Apartments                           PNC      0.09000%      0.01000%      0.00140%                    0.10140%
58  Berkley West Apartments                         PNC      0.07000%      0.01000%      0.00140%                    0.08140%
59  StorAmerica - Oceanside                     LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
60  Paula Marie Village Apartments                  PNC      0.07000%      0.01000%      0.00140%                    0.08140%
61  1 Remsen Avenue                                GACC      0.02000%      0.01000%      0.00140%                    0.03140%
62  30 East 65th Street                            GACC      0.02000%      0.01000%      0.00140%                    0.03140%
63  Granite Hills Shopping Center                   PNC      0.07000%      0.01000%      0.00140%                    0.08140%
64  Summit View Apartments                      LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
65  Village at Park Bridge                      LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
66  El Tapatio Market                               PNC      0.04000%      0.01000%      0.00140%                    0.05140%
67  Building Plastics, Inc.                         PNC      0.09000%      0.01000%      0.00140%                    0.10140%
68  Lemon Grove Square                              PNC      0.04000%      0.01000%      0.00140%                    0.05140%
69  Concourse Office Building II                LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
70  LaVerne Center                                  PNC      0.04500%      0.01000%      0.00140%                    0.05640%
71  Evans Towne Center                          LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
72  Elm Farm MHP                                LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
73  StorAmerica - Scottsdale                    LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
74  Point West Apartments                           PNC      0.09000%      0.01000%      0.00140%                    0.10140%
75  Falcon View Plaza                               PNC      0.08000%      0.01000%      0.00140%                    0.09140%
76  The Georgia Pacific Warehouse and
      Distribution Center                           PNC      0.04000%      0.01000%      0.00140%                    0.05140%
77  Walgreens - Berea, OH                       LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
78  Sycamore Crossing                               PNC      0.04000%      0.01000%      0.00140%                    0.05140%
79  Walgreens - Detroit, MI                     LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
80  Dale Street Storage                             PNC      0.09000%      0.01000%      0.00140%                    0.10140%
81  Ferguson Piping                                 PNC      0.07000%      0.01000%      0.00140%                    0.08140%
82  Chesterville Gardens Apartments             LaSalle      0.00000%      0.01000%      0.00140%      0.04000%      0.05140%
83  Knollwood Plaza                             LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
84  BAE Systems Building                           GACC      0.02000%      0.01000%      0.00140%                    0.03140%
85  ADP Office                                      PNC      0.09000%      0.01000%      0.00140%                    0.10140%
86  Walgreens - Naperville,IL                   LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
87  StorAmerica - Phoenix                       LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
88  Walgreens - Palm Harbor, FL                 LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
89  Washington Commons                          LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
90  Baywood & McBean Plaza                      LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
91  Village Place Apartments                    LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
92  Menifee Self Storage                        LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
93  Larchmont Boulevard Building                    PNC      0.04000%      0.01000%      0.00140%                    0.05140%
94  Walgreens - Arlington, TN                   LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
95  Walgreens - Northfield, MN                  LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
96  Town Center Shopping Center                     PNC      0.04000%      0.01000%      0.00140%                    0.05140%
97  Putnam County Centre                        LaSalle      0.00000%      0.01000%      0.00140%      0.05000%      0.06140%
98  Rite Aid Chehalis                              GACC      0.02000%      0.01000%      0.00140%                    0.03140%
99  Walgreens - San Antonio, TX                 LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
100 Rite Aid Portland                              GACC      0.02000%      0.01000%      0.00140%                    0.03140%
101 Diamond Hill Road                           LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
102 FedEx - Bellingham                          LaSalle      0.01000%(3)   0.01000%(1)   0.00140%                    0.02140%
103 Walgreens - Katy, TX                        LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
104 Rite Aid Belpre                                GACC      0.02000%      0.01000%      0.00140%                    0.03140%
105 Rite Aid Detroit                               GACC      0.02000%      0.01000%      0.00140%                    0.03140%
106 Sterling Pointe Apartments                  LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
107 Rite Aid Milton Freewater                      GACC      0.02000%      0.01000%      0.00140%                    0.03140%
108 Rite Aid Roanoke                               GACC      0.02000%      0.01000%      0.00140%                    0.03140%
109 Huntsville Commons                          LaSalle      0.00000%      0.01000%      0.00140%      0.05000%      0.06140%
110 Walgreens - Red Bluff, CA                   LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
111 The Fountains MHP                           LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
112 Hunters Chase Apartments                        PNC      0.04000%      0.01000%      0.00140%                    0.05140%
113 Rite Aid Canton                                GACC      0.02000%      0.01000%      0.00140%                    0.03140%
114 Rite Aid Wheeling                              GACC      0.02000%      0.01000%      0.00140%                    0.03140%
115 Havandale Square                            LaSalle      0.00000%      0.01000%      0.00140%      0.05000%      0.06140%
116 Rite Aid Durand                                GACC      0.02000%      0.01000%      0.00140%                    0.03140%
117 Holladay Self Storage                       LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
118 Rite Aid Marion                                GACC      0.02000%      0.01000%      0.00140%                    0.03140%
119 Summer Place Apartments                     LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
120 Denton Plaza                                LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
121 Rite Aid East Palestine                        GACC      0.02000%      0.01000%      0.00140%                    0.03140%
122 Rite Aid Erie                                  GACC      0.02000%      0.01000%      0.00140%                    0.03140%
123 Hardaway Square Apartments                  LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
124 Rite Aid North Dansville                       GACC      0.02000%      0.01000%      0.00140%                    0.03140%
125 Smithfield Marketplace                      LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
126 Post Falls Chateau Apartments               LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
127 Hickory Grove Apartments                    LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
128 Dunbar I                                    LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
129 Galley Foods                                   GACC      0.02000%      0.01000%      0.00140%                    0.03140%
130 Showcase Plaza                              LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
131 Rite Aid Delphos                               GACC      0.02000%      0.01000%      0.00140%                    0.03140%
132 Powers & Toledo Plaza                       LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
133 Williams Trace Apartment Community              PNC      0.04000%      0.01000%      0.00140%                    0.05140%
134 Rolling Hills MHC                           LaSalle      0.00000%      0.01000%      0.00140%      0.10000%      0.11140%
135 Butternut Creek MHC                         LaSalle      0.00000%      0.01000%      0.00140%      0.10000%      0.11140%
136 AAA Self Storage of Indio                   LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%
137 Casa Del Sol Mobile Home & RV               LaSalle      0.01000%      0.01000%      0.00140%                    0.02140%

138 General Motors Building B Note                 GACC      0.02000%      0.01000%      0.00140%                    0.03140%

</TABLE>

(1)   The Master Servicer Fee Rate is applicable to the subject mortgage loan,
      but is not applicable to any related companion loan.

(2)   The Primary Servicer Fee Rate is applicable to the subject mortgage loan
      and each related companion loan.

(3)   The Primary Servicer Fee Rate is applicable to the subject mortgage loan,
      but is not applicable to the related companion loan.

<PAGE>

                                 EXHIBIT C-1

                         FORM OF TRANSFEREE AFFIDAVIT

                                                         AFFIDAVIT PURSUANT TO
                                                     SECTION 860E(e)(4) OF THE
                                                      INTERNAL REVENUE CODE OF
                                                              1986, AS AMENDED

STATE OF NEW YORK    )
                     ) ss:
COUNTY OF NEW YORK   )

                                    , being  first  duly  sworn,  deposes  and
says:

            1. That he/she is a ______________________________________ of
______________________________________ (the "Purchaser"), a duly organized and
existing under the laws of the State of ____________________________ on behalf
of which he/she makes this affidavit.

            2. That the Purchaser's Taxpayer Identification Number is .

            3. That the Purchaser of the Commercial Mortgage Pass-Through
Certificates, COMM 2005-LP5, Class [R] [LR] (the "Class [R] [LR] Certificate")
is a Permitted Transferee (as defined in Article I of the Pooling and Servicing
Agreement dated as of April 1, 2005 (the "Pooling and Servicing Agreement"),
entered into by Deutsche Mortgage & Asset Receiving Corporation, as depositor,
Midland Loan Services, Inc., as servicer, Lennar Partners, Inc., as special
servicer, Wells Fargo Bank, N.A., as trustee, and LaSalle Bank National
Association, as bond administrator and paying agent, or is acquiring the Class
[R] [LR] Certificate for the account of, or as agent (including as a broker,
nominee, or other middleman) for, a Permitted Transferee and has received from
such person or entity an affidavit substantially in the form of this affidavit.

            4. That 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] [LR]
Certificate as they become due.

            5. That the Purchaser understands that it may incur tax liabilities
with respect to the Class [R] [LR] Certificate in excess of any cash flow
generated by the Class [R] [LR] Certificate.

            6. That the Purchaser will not transfer the Class [R] [LR]
Certificate to any person or entity from which the Purchaser has not received an
affidavit substantially in the form of this affidavit or as to which the
Purchaser has actual knowledge that the requirements set forth in paragraph 3,
paragraph 4 or paragraph 7 hereof are not satisfied or that the Purchaser has
reason to know does not satisfy the requirements set forth in paragraph 4
hereof.

            7. That the Purchaser is not a Disqualified Non-U.S. Person and is
not purchasing the Class [R] [LR] Certificate for the account of, or as an agent
(including as a broker, nominee or other middleman) for, a Disqualified Non-U.S.
Person.

            8. That the Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the restrictions on
transfer of the Class [R] [LR] Certificate to such a "disqualified
organization," an agent thereof, or a person that does not satisfy the
requirements of paragraph 4, paragraph 7 and paragraph 11 hereof.

            9. That, if a "tax matters person" is required to be designated with
respect to the [the Upper-Tier REMIC] [the Lower-Tier REMIC], the Purchaser
agrees to act as "tax matters person" and to perform the functions of "tax
matters partner" of the [the Upper-Tier REMIC] [the Lower-Tier REMIC] pursuant
to Section 4.04 of the Pooling and Servicing Agreement, and agrees to the
irrevocable designation of the Bond Administrator as the Purchaser's agent in
performing the function of "tax matters person" and "tax matters partner."

            10. The Purchaser agrees to be bound by and to abide by the
provisions of Section 5.02 of the Pooling and Servicing Agreement concerning
registration of the transfer and exchange of the Class [R] [LR] Certificate.

            11. The Purchaser agrees not to transfer the Class [R] [LR]
Certificate such that the income therefrom would 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. Person.

            12. Check the applicable paragraph:

            / / The present value of the anticipated tax liabilities associated
with holding the Class [R] [LR] 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] [LR] Certificate;

            (ii) the present value of the expected future distributions on such
      Certificate; and

            (iii) the present value of the anticipated tax savings associated
      with holding such Class [R] [LR] 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] [LR] 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] [LR] 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] [LR] 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 Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Section
      1.860E-1(c)(5) of the U.S. Treasury Regulations; and

            (iv) the Purchaser determined the consideration paid to it to
      acquire the Class [R] [LR] 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.

            Capitalized terms used but not defined herein have the respective
meanings ascribed to such terms in the Pooling and Servicing Agreement.

            IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
executed on its behalf by its ________________________________ this _____ day of
_______, 20___.

                                          [Purchaser]


                                          By: __________________________________
                                              Name:
                                              Title:



<PAGE>

            Personally appeared before me the above-named
____________________________, known or proved to me to be the same person who
executed the foregoing instrument and to be the _____________________________ of
the Purchaser, and acknowledged to me that he/she executed the same as his/her
free act and deed and the free act and deed of the Purchaser.

            Subscribed and sworn before me this ___ day of _______, 20___.

__________________________________
NOTARY PUBLIC

COUNTY OF ____________________________

STATE OF _____________________________

My commission expires the   day of     , 200  .



<PAGE>

                                   EXHIBIT C-2

                            FORM OF TRANSFEROR LETTER

                                     [Date]

LaSalle Bank National Association,
as Bond Administrator, Paying Agent and Certificate Registrar
135 South LaSalle Street
Chicago, Illinois 60603
Attention:  Global Securities and Trust Services Group-COMM 2005-LP5

Re:   Commercial Mortgage Pass-Through Certificates, COMM 2005-LP5, Class
      [R][LR]
      -------------------------------------------------------------------

Ladies and Gentlemen:

            [Transferor] has reviewed the attached affidavit of [Transferee],
and has no actual knowledge that such affidavit is not true or that [Transferee]
is not a Permitted Transferee (as defined in the Pooling and Servicing Agreement
defined in the attached affidavit) and has no actual knowledge or reason to know
that the information contained in paragraphs 4, 7 and 11 thereof is not true.

                                          Very truly yours,

                                          [Transferor]


                                          By: __________________________________
                                              Name:
                                              Title:



<PAGE>

                                   EXHIBIT D-1

                    FORM OF INVESTMENT REPRESENTATION LETTER

LaSalle Bank National Association,
as Bond Administrator, Paying Agent and Certificate Registrar
135 South LaSalle Street
Chicago, Illinois 60603
Attention:  Global Securities and Trust Services Group-COMM 2005-LP5

Deutsche Mortgage & Asset Receiving Corporation
60 Wall Street
New York, New York  10005

Re:   Transfer of Commercial Mortgage Pass-Through Certificates, COMM 2005-LP5:
      Class [X-C][E][F][G][H][J][K][L][M][N][O][P][GMB-1]
      [GMB-2][GMB-3][GMB-4][GMB-5][Q][R][LR]
      --------------------------------------------------------------------------

Ladies and Gentlemen:

            This letter is delivered pursuant to Section 5.02 of the Pooling and
Servicing Agreement dated as of April 1, 2005 (the "Pooling and Servicing
Agreement"), entered into by Deutsche Mortgage & Asset Receiving Corporation, as
depositor, Midland Loan Services, Inc., as servicer (the "Servicer"), Lennar
Partners, Inc., as special servicer (the "Special Servicer"), Wells Fargo Bank,
N.A., as trustee (the "Trustee"), and LaSalle Bank National Association, as bond
administrator and paying agent (the "Bond Administrator"), on behalf of the
holders of Commercial Mortgage Pass-Through Certificates, COMM 2005-LP5 (the
"Certificates") in connection with the transfer by (the "Seller") to the
undersigned (the "Purchaser") of [$___ aggregate Certificate Balance][_%
Percentage Interest] of Class [X-C][E][F][G][H][J][K][L][M][N][O][P][GMB-1]
[GMB-2][GMB-3][GMB-4][GMB-5][Q][R][LR] Certificates, in certificated fully
registered form (such registered interest, the "Certificate"). Terms used but
not defined herein shall have the meanings ascribed thereto in the Pooling and
Servicing Agreement.

            In connection with such transfer, the undersigned hereby represents
and warrants to you as follows:

            [For Institutional Accredited Investors only] 1. The Purchaser is an
institutional investor and an "accredited investor" (an entity meeting the
requirements of Rule 501 (a)(1), (2), (3) or (7) of Regulation D under the
Securities Act of 1933, as amended (the "1933 Act")) and has such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of the investment in the Certificate, and we and any accounts
for which we are acting are each able to bear the economic risk of our or its
investment. The Purchaser is acquiring the Certificate for its own account or
for one or more accounts (each of which is an "institutional accredited
investor") as to each of which the Purchaser exercises sole investment
discretion. The Purchaser hereby undertakes to reimburse the Trust for any costs
incurred by it in connection with this transfer.

            [For Qualified Institutional Buyers only] 1. The Purchaser is a
"qualified institutional buyer" within the meaning of Rule 144A ("Rule 144A")
promulgated under the Securities Act of 1933, as amended (the "1933 Act"). The
Purchaser is aware that the transfer is being made in reliance on Rule 144A, and
the Purchaser has had the opportunity to obtain the information required to be
provided pursuant to paragraph (d)(4)(i) of Rule 144A.

            [For Affiliated Persons only]. 1. The Purchaser is a person involved
in the organization or operation of the issuer or an affiliate of such a person,
as defined in Rule 405 of the Securities Act of 1933, as amended (the "1933
Act").

            2. The Purchaser's intention is to acquire the Certificate (a) for
investment for the Purchaser's own account or (b) for resale to (i) "qualified
institutional buyers" in transactions under Rule 144A, or (ii) institutional
"accredited investors" meeting the requirements of Rule 501(a)(1), (2), (3) or
(7) of Regulation D promulgated under the 1933 Act, pursuant to any other
exemption from the registration requirements of the 1933 Act, subject in the
case of this clause (ii) to (a) the receipt by the Certificate Registrar of a
letter substantially in the form hereof, (b) the receipt by the Certificate
Registrar of an opinion of counsel acceptable to the Certificate Registrar that
such reoffer, resale, pledge or transfer is in compliance with the 1933 Act, (c)
the receipt by the Certificate Registrar of such other evidence acceptable to
the Certificate Registrar that such reoffer, resale, pledge or transfer is in
compliance with the 1933 Act and other applicable laws, and (d) a written
undertaking to reimburse the Trust for any costs incurred by it in connection
with the proposed transfer. It understands that the Certificate (and any
subsequent Individual Certificate) has not been registered under the 1933 Act,
by reason of a specified exemption from the registration provisions of the 1933
Act which depends upon, among other things, the bona fide nature of the
Purchaser's investment intent (or intent to resell to only certain investors in
certain exempted transactions) as expressed herein.

            3. The Purchaser acknowledges that the Certificate (and any
Certificate issued on transfer or exchange thereof) has not been registered or
qualified under the 1933 Act or the securities laws of any State or any other
jurisdiction, and that the Certificate cannot be resold unless it is registered
or qualified thereunder or unless an exemption from such registration or
qualification is available.

            4. The Purchaser has reviewed the applicable Private Placement
Memorandum dated April [__], 2005 relating to the Certificates (the "Private
Placement Memorandum") and the agreements and other materials referred to
therein and has had the opportunity to ask questions and receive answers
concerning the terms and conditions of the transactions contemplated by the
Private Placement Memorandum.

            5. The Purchaser hereby undertakes to be bound by the terms and
conditions of the Pooling and Servicing Agreement in its capacity as an owner of
an Individual Certificate or Certificates, as the case may be (each, a
"Certificateholder"), in all respects as if it were a signatory thereto. This
undertaking is made for the benefit of the Trust, the Certificate Registrar and
all Certificateholders present and future.

            6. The Purchaser will not sell or otherwise transfer any portion of
the Certificate, except in compliance with Section 5.02 of the Pooling and
Servicing Agreement.

            7. Check one of the following:

      / /   The Purchaser is a "U.S. Person" and it has attached hereto an
            Internal Revenue Service ("IRS") Form W-9 (or successor form).

      / /   The Purchaser is not a "U.S. Person" and under applicable law in
            effect on the date hereof, no taxes will be required to be withheld
            by the Certificate Registrar (or its agent) with respect to
            Distributions to be made on the Certificate(s). The Purchaser has
            attached hereto [(i) a duly executed IRS Form W-8BEN (or successor
            form), which identifies such Purchaser as the beneficial owner of
            the Certificate(s) and states that such Purchaser is not a U.S.
            Person, (ii) two duly executed copies of IRS Form W-8IMY (and all
            appropriate attachment or (iii)]* two duly executed copies of IRS
            Form W-8ECI (or successor form), which identify such Purchaser as
            the beneficial owner of the Certificate(s) and state that interest
            and original issue discount on the U.S. Securities is, or is
            expected to be, effectively connected with a U.S. trade or business.
            The Purchaser agrees to provide to the Certificate Registrar updated
            [IRS Form W-8BEN, IRS Form W-8IMY or]* IRS Form W-8ECI[, as the case
            may be]*, any applicable successor IRS forms, or such other
            certifications as the Certificate Registrar may reasonably request,
            on or before the date that any such IRS form or certification
            expires or becomes obsolete, or promptly after the occurrence of any
            event requiring a change in the most recent IRS form of
            certification furnished by it to the Certificate Registrar.

---------------------
*  Delete for Class R and Class LR.

<PAGE>


For this purpose, "U.S. Person" means a citizen or resident of the United States
for U.S. federal income tax purposes, a corporation, partnership (except to the
extent provided in applicable Treasury Regulations) or other entity created or
organized in or under the laws of the United States or any of its political
subdivisions, an estate the income of which is subject to U.S. federal income
taxation regardless of its source, or a trust if a court within the United
States is able to exercise primary supervision over the administration of such
trust, and one or more United States fiduciaries have the authority to control
all substantial decisions of such trust (or, to the extent provided in
applicable Treasury Regulations, certain trusts in existence on August 20, 1996
which are eligible to elect to be treated as U.S. Persons).

Please make all payments due on the Certificates:**

      (a)   by wire transfer to the following account at a bank or entity in New
            York, New York, having appropriate facilities therefor:

         Account number:________________________

         Institution:___________________________

      (b)   by mailing a check or draft to the following address:

            ________________________________________________

            ________________________________________________

            ________________________________________________

                                       Very truly yours,

                                       _______________________________________
                                       [The Purchaser]

                                       By:____________________________________
                                          Name:
                                          Title:

Dated:



---------------------------

**    Only to be filled out by Purchasers of Individual Certificates. Please
      select (a) or (b).

<PAGE>

                                   EXHIBIT D-2

                       FORM OF ERISA REPRESENTATION LETTER

                                     [Date]

LaSalle Bank National Association,
as Bond Administrator, Paying Agent and Certificate Registrar
135 South LaSalle Street
Chicago, Illinois 60603
Attention:  Global Securities and Trust Services Group-COMM 2005-LP5

Deutsche Mortgage & Asset Receiving Corporation
60 Wall Street
New York, New York  10005
Attention: Helaine M. Kaplan

   Re:   Commercial Mortgage Pass-Through Certificates,
         COMM 2005-LP5, Class [J][K][L][M][N][O][P][Q][R][LR]
         ----------------------------------------------------

Ladies and Gentlemen:

                                             (the "Purchaser") intends to
purchase from (the "Seller") $            initial Certificate Balance or %
Percentage Interest of Commercial Mortgage Pass-Through Certificates, COMM
2005-LP5, Class [J][K][L][M][N][O][P][Q][R][LR], CUSIP No. (the "Certificates"),
issued pursuant to the Pooling and Servicing Agreement dated as of April 1, 2005
(the "Pooling and Servicing Agreement"), entered into by Deutsche Mortgage &
Asset Receiving Corporation, as depositor, Midland Loan Services, Inc., as
servicer (the "Servicer"), Lennar Partners, Inc., as special servicer (the
"Special Servicer"), Wells Fargo Bank, N.A., as trustee (the "Trustee"), and
LaSalle Bank National Association, as bond administrator and paying agent (the
"Bond Administrator"). All capitalized terms used herein and not otherwise
defined shall have the meaning set forth in the Pooling and Servicing Agreement.
The Purchaser hereby certifies, represents and warrants to, and covenants with,
the Depositor, the Certificate Registrar and the Bond Administrator that:

            1. The Purchaser is not (a) an employee benefit plan or other
retirement arrangement, including an individual retirement account or a Keogh
plan, which is subject to the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), Section 4975 of the Code, a governmental plan, as defined
in Section 3(32) of ERISA, or other plan subject to any federal, state or local
law ("Similar Law") which is to a material extent similar to the foregoing
provisions of ERISA or the Code (each, a "Plan"), or (b) a collective investment
fund in which such Plans are invested, an insurance company using assets of
separate accounts or general accounts which include assets of Plans (or which
are deemed pursuant to ERISA or any Similar Law to include assets of Plans) or
other Person acting on behalf of any such Plan or using the assets of any such
Plan, other than (except in the case of the Class Q, Class R and Class LR
Certificates) an insurance company using the assets of its general account under
circumstances whereby such purchase and the subsequent holding of such
Certificate by such insurance company would be exempt from the prohibited
transaction provisions of Section 406 and 407 of ERISA and Section 4975 of the
Code under Sections I and III of PTCE 95-60, or a substantially similar
exemption under Similar Law; and

            2. The Purchaser understands that if the Purchaser is a Person
referred to in 1(a) or 1(b) above, except in the case of the Class Q, Class R or
Class LR Certificates, which may not be transferred unless the transferee
represents it is not such a Person, such Purchaser is required to provide to the
Depositor, the Bond Administrator and the Certificate Registrar any Opinions of
Counsel, officers' certificates or agreements as may be required by such
Persons, and which establishes to the satisfaction of the Depositor, the Bond
Administrator and the Certificate Registrar that the purchase and holding of the
Certificates by or on behalf of a Plan will not constitute or result in a
non-exempt prohibited transaction within the meaning of Section 406 and Section
407 of ERISA or Section 4975 of the Code or any corresponding provision of any
Similar Law, and will not subject the Depositor, the Trustee, the Servicer, the
Special Servicer, the Bond Administrator or the Certificate Registrar to any
obligation or liability (including obligations or liabilities under ERISA,
Section 4975 of the Code or Similar Law), which Opinions of Counsel, officers'
certificates or agreements shall not be at the expense of the Servicer, the
Depositor, the Trustee, the Bond Administrator or the Certificate Registrar.

            IN WITNESS WHEREOF, the Purchaser hereby executes this ERISA
Representation Letter on this ____ day of _________, 20___.

                                       Very truly yours,

                                       [Purchaser]

                                       By:____________________________________
                                          Name:
                                          Title:



<PAGE>

                                    EXHIBIT E

                               REQUEST FOR RELEASE

                                                [Date]

Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services - COMM 2005-LP5

            Re: Commercial Mortgage Pass-Through Certificates, COMM 2005-LP5
                ------------------------------------------------------------

Dear __________________:

            In connection with the administration of the Mortgage Files held by,
or on behalf of, you as Custodian under a certain Pooling and Servicing
Agreement, dated as of April 1, 2005 (the "Pooling and Servicing Agreement"),
entered into by Wells Fargo Bank, N.A., as trustee, LaSalle Bank National
Association, as bond administrator and paying agent, Deutsche Mortgage & Asset
Receiving Corporation, as depositor, Midland Loan Services, Inc., as servicer,
and Lennar Partners, Inc., as special servicer, the undersigned hereby requests
a release of the Mortgage File (or the portion thereof specified below) held by
you as Custodian with respect to the following described Mortgage Loan for the
reason indicated below:

            Mortgagor's Name:

            Address:

            Loan No.:

            If only particular documents in the Mortgage File are requested,
please specify which:

            Reason for requesting file (or portion thereof):

            ___________ 1. Mortgage Loan paid in full. Such [Servicer] [Special
Servicer] hereby certifies that all amounts received in connection with the
Mortgage Loan have been or will be, following such [Servicer's] [Special
Servicer's] release of the Mortgage File, credited to the Certificate Account
pursuant to the Pooling and Servicing Agreement.

            ___________ 2. The Mortgage Loan is being foreclosed.

            ___________ 3. Other. (Describe)

            The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten (10) days of our receipt thereof, unless the
Mortgage Loan has been paid in full, in which case the Mortgage File (or such
portion thereof) will be retained by us permanently, or unless the Mortgage Loan
is being foreclosed, in which case the Mortgage File (or such portion thereof)
will be returned when no longer required by us for such purpose.

            Capitalized terms used but not defined herein shall have the meaning
ascribed to them in the Pooling and Servicing Agreement.

                                       [SERVICER][SPECIAL SERVICER]

                                       By: ___________________________________

                                          Name: ______________________________

                                          Title:______________________________


cc:   Wells Fargo Bank, N.A.
      as Trustee
      9062 Old Annapolis Road
      Columbia, Maryland 21045-1951
      Attention:  Corporate Trust Services (CMBS), COMM 2005-LP5

<PAGE>

                                    EXHIBIT F

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) (OTHER THAN WITH RESPECT TO A
RESIDUAL CERTIFICATE) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
MEANING OF RULE 501 (a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE
SECURITIES ACT, (D) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE
903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (E) (OTHER THAN WITH
RESPECT TO A RESIDUAL CERTIFICATE) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE
FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE
CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
LAST TWO PAGES OF THIS CERTIFICATE.



THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL
ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL
IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A.



<PAGE>

                                    EXHIBIT G

                    FORM OF REGULATION S TRANSFER CERTIFICATE

LaSalle Bank National Association,
as Bond Administrator, Paying Agent and Certificate Registrar
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603

Attention:  Global Securities and Trust Services Group--
            COMM 2005-LP5

      Re:   Transfer of COMM 2005-LP5, Commercial Mortgage Pass-Through
            Certificates, Class [ ]
            -----------------------------------------------------------

Ladies and Gentlemen:

            This certificate is delivered pursuant to Section 5.02 of the
Pooling and Servicing Agreement dated as of April 1, 2005 (the "Pooling and
Servicing Agreement"), entered into by Deutsche Mortgage & Asset Receiving
Corporation, as depositor, (the "Depositor") Midland Loan Services, Inc., as
servicer (the "Servicer"), Lennar Partners, Inc., as special servicer (the
"Special Servicer"), LaSalle Bank National Association, as bond administrator
and paying agent (the "Bond Administrator"), and Wells Fargo Bank, N.A., as
trustee (the "Trustee"), on behalf of the holders of the COMM 2005-LP5,
Commercial Mortgage Pass-Through Certificates, Class [___] (the "Certificates")
in connection with the transfer by the undersigned (the "Transferor") to
______________ (the "Transferee") of $___________________ Certificate Balance of
Certificates, in fully registered form (each, an "Individual Certificate"), or a
beneficial interest of such aggregate Certificate Balance in the Regulation S
Global Certificate (the "Global Certificate") maintained by The Depository Trust
Company or its successor as Depositary under the Pooling and Servicing Agreement
(such transferred interest, in either form, being the "Transferred Interest").

            In connection with such transfer, the Transferor does hereby certify
that such transfer has been effected in accordance with the transfer
restrictions set forth in the Pooling and Servicing Agreement and the
Certificates and (i) with respect to transfers made in accordance with
Regulation S ("Regulation S") promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), the Transferor does hereby certify that:

            (1) the offer of the Transferred Interest was not made to a person
in the United States;

            [(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 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 there undersigned 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.

----------------------------------

*     Insert one of these two provisions, which come from the definition of
      "offshore transaction" in Regulation S.

<PAGE>

or (ii) with respect to transfers made in reliance on Rule 144 under the
Securities Act, the Transferor does hereby certify that the Certificates that
are being transferred are not "restricted securities" as defined in Rule 144
under the Securities Act.

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Depositor, the Trustee, the Bond
Administrator, the Servicer and the Special Servicer.

                                       ______________________________________
                                          Transferor

                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

Dated: ________________, 20__



<PAGE>

                                    EXHIBIT H

                          FORM OF TRANSFER CERTIFICATE
                     FOR EXCHANGE OR TRANSFER FROM RULE 144A
                    GLOBAL CERTIFICATE TO REGULATION S GLOBAL
                    CERTIFICATE DURING THE RESTRICTED PERIOD

          (Exchanges or transfers pursuant to Section 5.02(c)(ii)(A) of
                      the Pooling and Servicing Agreement)

LaSalle Bank National Association,
as Bond Administrator, Paying Agent and Certificate Registrar
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603

Attention:  Global Securities and Trust Services Group--
            COMM 2005-LP5

      Re:   Transfer of COMM 2005-LP5 Commercial Mortgage Pass-Through
            Certificates, Class [ ]
            ----------------------------------------------------------

            Reference is hereby made to the Pooling and Servicing Agreement
dated as of April 1, 2005, (the "Pooling and Servicing Agreement"), entered into
by Deutsche Mortgage Asset & Receiving Corporation, as depositor, (the
"Depositor") Midland Loan Services, Inc., as servicer (the "Servicer"), Lennar
Partners, Inc., as special servicer (the "Special Servicer"), LaSalle Bank
National Association, as bond administrator and paying agent (the "Bond
Administrator"), and Wells Fargo Bank, N.A., as trustee (the "Trustee").
Capitalized terms used but not defined herein shall have the meanings given to
them in the Pooling and Servicing Agreement.

            This letter relates to US $[______________] aggregate Certificate
Balance of Certificates (the "Certificates") which are held in the form of Rule
144A Global Certificate (CUSIP No. _____________) with the Depository in the
name of [insert name of transferor] (the "Transferor"). The Transferor has
requested a transfer of such beneficial interest for an interest in the
Regulation S Global Certificate (CUSIP No. ____________) to be held with
[Euroclear] [Clearstream]* (Common Code) through the Depositary.

            In connection with such request and in respect of such Certificates,
the Transferor does hereby certify that such transfer has been effected in
accordance with the Transfer restrictions set forth in the Pooling and Servicing
Agreement and pursuant to and in accordance with 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,

            [(2) at the time the buy order was originated, the transferee was
outside the United States or the Transferor and any persons acting on its behalf
reasonably believed 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.

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Depositor, the Trustee, the Servicer, the
Special Servicer and the Bond Administrator.

                                       [Insert Name of Transferor]

                                       By:
                                          Name:
                                          Title:

Dated: ________________________, 20__

-------------------------------
*     Select appropriate depository.
**    Insert one of these two provisions, which come from the definition of
      "offshore transaction" in Regulation S.

<PAGE>

                                    EXHIBIT I

                          FORM OF TRANSFER CERTIFICATE
                     FOR EXCHANGE OR TRANSFER FROM RULE 144A
                    GLOBAL CERTIFICATE TO REGULATION S GLOBAL
                     CERTIFICATE AFTER THE RESTRICTED PERIOD

                       (Exchange or transfers pursuant to
         Section 5.02(c)(ii)(B) of the Pooling and Servicing Agreement)

LaSalle Bank National Association,
as Bond Administrator, Paying Agent and Certificate Registrar
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603

Attention:  Global Securities and Trust Services Group--
            COMM 2005-LP5

      Re:   Transfer of COMM 2005-LP5 Commercial Mortgage Pass-Through
            Certificates Class [ ]
            ----------------------------------------------------------

            Reference is hereby made to the Pooling and Servicing Agreement
dated as of April 1, 2005 (the "Pooling and Servicing Agreement"), entered into
by Deutsche Mortgage Asset & Receiving Corporation, as depositor, (the
"Depositor") Midland Loan Services, Inc., as servicer (the "Servicer"), Lennar
Partners, Inc., as special servicer (the "Special Servicer"), LaSalle Bank
National Association, as bond administrator and paying agent (the "Bond
Administrator"), and Wells Fargo Bank, N.A, as trustee (the "Trustee").
Capitalized terms used but not defined herein shall have the meanings given to
them in the Pooling and Servicing Agreement.

            The letter relates to U.S. $[_____________] aggregate Certificate
Balance of Certificates (the "Certificates") which are held in the form of the
Rule 144A Global Certificate (CUSIP No. _________) with the Depository in the
name of [insert name of transferor] (the "Transferor"). The Transferor has
requested a transfer of such beneficial interest in the Certificates for an
interest in the Regulation S Global Certificate (Common Code No. _____).

            In connection with such request, and in respect of such
Certificates, the Transferor does hereby certify that such transfer has been
effected in accordance with the transfer restrictions set forth in the Pooling
and Servicing Agreement and, (i) with respect to transfers made in reliance on
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,

            [(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 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;



---------------------
*     Insert one of these two provisions, which come from the definition of
      "offshore transaction" in Regulation S.

<PAGE>

or (ii) with respect to transfers made in reliance on Rule 144 under the
Securities Act, the Transferor does hereby certify that the Certificates that
are being transferred are not "restricted securities" as defined in Rule 144
under the Securities Act.

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Depositor, the Trustee, the Bond
Administrator, the Servicer and the Special Servicer.

                                       [Insert Name of Transferor]

                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

Dated: _______________, 20___



<PAGE>

                                    EXHIBIT J

                          FORM OF TRANSFER CERTIFICATE
                FOR EXCHANGE OR TRANSFER FROM REGULATION S GLOBAL
                   CERTIFICATE TO RULE 144A GLOBAL CERTIFICATE

            (Exchange or transfers pursuant to Section 5.02(c)(ii)(C)
                     of the Pooling and Servicing Agreement)

LaSalle Bank National Association,
as Bond Administrator, Paying Agent and Certificate Registrar
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603

Attention:  Corporate Trust Administration

Re:   Transfer of COMM 2005-LP5 Commercial Mortgage Pass-Through
      Certificates, Class [  ]
      ----------------------------------------------------------

            Reference is hereby made to the Pooling and Servicing Agreement
dated as of April 1, 2005 (the "Pooling and Servicing Agreement"), entered into
by Deutsche Mortgage Asset & Receiving Corporation, as depositor, (the
"Depositor") Midland Loan Services, Inc., as servicer (the "Servicer"), Lennar
Partners, Inc., as special servicer (the "Special Servicer"), LaSalle Bank
National Association, as bond administrator and paying agent (the "Bond
Administrator"), and Wells Fargo Bank, N.A., as trustee (the "Trustee").
Capitalized terms used but not defined herein shall have the meanings given to
them in the Pooling and Servicing Agreement.

            This letter relates to U.S. $[____________] aggregate Certificate
Balance of Certificates (the "Certificates") which are held in the form of the
Regulation S Global Certificate (CUSIP No. ____________) with [Euroclear]
[Clearstream]* (Common Code _________) through the Depository in the name of
[insert name of transferor] (the "Transferor"). The Transferor has requested a
transfer of such beneficial interest in the Certificates for an interest in the
Regulation 144A Global Certificate (CUSIP No. ___________).

            In connection with such request, and in respect of such
Certificates, the Transferor does hereby certify that such Certificates are
being transferred in accordance with (i) the transfer restrictions set forth in
the Pooling and Servicing Agreement and (ii) Rule 144A under the Securities Act
to a transferee that the Transferor reasonably believes is purchasing the
Certificates for its own account with respect to which the transferee exercises
sole investment discretion and the transferee and any such account is "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 an jurisdiction.

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Depositor, the Trustee, the Bond
Administrator, the Servicer and the Special Servicer.

                                       [Insert Name of Transferor]

                                       By:
                                          -------------------------------------
                                          Name:
                                          Title:

Dated: ______________, 20__

---------------------
* Select appropriate depositary.


<PAGE>

                                    EXHIBIT K

                       FORM OF DISTRIBUTION DATE STATEMENT

<TABLE>
<CAPTION>
<S>                                         <C>                                                            <C>
ABN AMRO                                                   COMM 2005-LP5                                   Statement Date: 5/10/2005
LaSalle Bank N.A.                           Commercial Mortgage Pass-Through Certificates                  Payment Date:   5/10/2005
135 S. LaSalle Street                                                                                      Prior Payment:        N/A
Suite 1625                                                                                                 Next Payment:   6/10/2005
Chicago, IL  60603                                                                                         Record Date:    4/30/2005
                                                     ABN AMRO Acct: XX-XXXX-XX-X
Administrator:                                                                                             Analyst:
                                                 Reporting Package Table of Contents
</TABLE>


--------------------------------------------------------------------------------
Issue Id:                                                               COM05LP5
Monthly Data File Name:                                    COM05LP5_YYYYMM_3.zip
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                                                                         Page(s)
                                                                         -------
Statements to Certificateholders
Bond Interest Reconciliation
Cash Reconciliation Summary
15 Month Historical Loan Status Summary
15 Month Historical Payoff/Loss Summary
Historical Collateral Level Prepayment Report
Delinquent Loan Detail
Loan Level  Detail
Specially Serviced Report
Modified Loan Detail
Realized Loss Detail
Appraisal Reduction Detail
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
Closing Date:                                                          3/XX/2005
First Payment Date:                                                    5/10/2005
Assumed Final Distribution Date:                                      XX/XX/20XX
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                               Contact Information
                               -------------------
           Depositor: Deutsche Mortgage & Asset Receiving Corporation
     Underwriters: PNC Capital Markets,Inc.,Banc of America Securities LLC,
          Citigroup Global Markets Inc.and Wachovia Capital Markets,LLC
                  Master Servicer: Midland Loan Services, Inc.
                     Special Servicer: Lennar Partners, Inc.
               Rating Agency: Moody's Investors Service, Inc. and
                       Standard & Poor's Ratings Services
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
       Information is available for this issue from the following sources
       ------------------------------------------------------------------
LaSalle Web Site                                                www.etrustee.net
Servicer Website
LaSalle Factor Line                                               (800) 246-5761
--------------------------------------------------------------------------------


05/09/2005 - 13:00 (MXXX-MXXX)  (C) 2005 LaSalle Bank N.A.


1
<PAGE>


<TABLE>
<CAPTION>

ABN AMRO                                                   COMM 2005-LP5                                   Statement Date: 5/10/2005
LaSalle Bank N.A.                           Commercial Mortgage Pass-Through Certificates                  Payment Date:   5/10/2005
                                                                                                           Prior Payment:        N/A
WAC:                                                                                                       Next Payment:   6/10/2005
WA Life Term:                                                                                              Record Date:    4/30/2005
WA Amort Term:
Current Index:                                       ABN AMRO Acct: XX-XXXX-XX-X
Next Index:

          Original       Opening     Principal     Principal      Negative     Closing     Interest       Interest    Pass-Through
Class   Face Value(1)    Balance      Payment     Adj. or Loss  Amortization   Balance      Payment      Adjustment     Rate(2)
CUSIP    Per 1,000      Per 1,000    Per 1,000     Per 1,000     Per 1,000    Per 1,000    Per 1,000     Per 1,000    Next Rate(3)
-----    ---------      ---------    ---------     ---------     ---------    ---------    ---------     ---------    ------------
<S>       <C>           <C>          <C>           <C>           <C>          <C>          <C>           <C>          <C>




----------------------------------------------------------------------------------------------------------------------------------
            0.00           0.00         0.00          0.00          0.00         0.00         0.00         0.00
----------------------------------------------------------------------------------------------------------------------------------
                                                                        Total P&I Payment     0.00
                                                                        --------------------------
</TABLE>

Notes: (1) N denotes notional balance not included in total

       (2) Interest Paid minus Interest Adjustment minus Deferred Interest
           equals Accrual

       (3) Estimated


05/09/2005 - 13:00 (MXXX-MXXX)  (C) 2005 LaSalle Bank N.A.


2
<PAGE>


<TABLE>
<CAPTION>

ABN AMRO                                                   COMM 2005-LP5                                   Statement Date: 5/10/2005
LaSalle Bank N.A.                           Commercial Mortgage Pass-Through Certificates                  Payment Date:   5/10/2005
                                                              #REF!                                        Prior Payment:        N/A
                                                                                                           Next Payment:   6/10/2005
                                                                                                           Record Date:    4/30/2005
                                                     ABN AMRO Acct: XX-XXXX-XX-X

                                                    Bond Interest Reconciliation

                                                           Deductions                              Additions
                                              --------------------------------------    ---------------------------------
                 Accrual         Accrued      Allo-     Add.      Deferred &            Prior Int.  Prepay-     Other
            ----------------    Certificate   cable     Trust     Accretion  Interest    Short-      ment      Interest
 Class      Method      Days     Interest     PPIS    Expense(1)  Interest    Losses    falls Due  Penalties  Proceeds(2)
 -----      ------      ----     --------     ----    ----------  --------    ------    ---------  ---------  -----------
<S>         <C>         <C>      <C>          <C>     <C>         <C>         <C>       <C>        <C>        <C>




-------------------------------------------------------------------------------------------------------------------------
                                   0.00       0.00       0.00       0.00       0.00       0.00       0.00       0.00
-------------------------------------------------------------------------------------------------------------------------

</TABLE>

(TABLE CONTINUED)

                           Remaining
Distributable  Interest    Outstanding         Credit Support
Certificate    Payment      Interest      ----------------------
 Interest      Amount      Shortfalls     Original     Current(3)
 --------      ------      ----------     --------     ----------




-----------------------------------------------------------------
  0.00          0.00          0.00
-----------------------------------------------------------------

(1)   Additional Trust Expenses are fees allocated directly to the bond
      resulting in a deduction to accrued interest and not carried as an
      outstanding shortfall.

(2)   Other Interest Proceeds include default interest, PPIE and Recoveries of
      Interest.

(3)   Determined as follows: (A) the ending balance of all the classes less (B)
      the sum of (i) the ending balance of the class and (ii) the ending balance
      of all classes which are not subordinate to the class divided by (A).


05/09/2005 - 13:55 (MXXX-MXXX)  (C) 2005 LaSalle Bank N.A.


3
<PAGE>

<TABLE>
<CAPTION>
<S>                                         <C>                                                            <C>
ABN AMRO                                                   COMM 2005-LP5                                   Statement Date: 5/10/2005
LaSalle Bank N.A.                           Commercial Mortgage Pass-Through Certificates                  Payment Date:   5/10/2005
                                                              #REF!                                        Prior Payment:        N/A
                                                                                                           Next Payment:   6/10/2005
                                                                                                           Record Date:    4/30/2005
                                                     ABN AMRO Acct: XX-XXXX-XX-X

                                                     Cash Reconciliation Summary
</TABLE>


--------------------------------------------------------------------------------
Interest Summary
----------------

Current Scheduled Interest
Less Deferred Interest
Plus Advance Interest
Plus Unscheduled Interest
PPIS Reducing Scheduled Interest
Less Total Fees Paid  To Servicer
Plus Fees Advanced for PPIS
Less Fee Strips Paid by Servicer
Less Misc. Fees & Expenses
Less Non Recoverable Advances
--------------------------------------------------------------------------------
Interest Due Trust
--------------------------------------------------------------------------------
Less Trustee Fee
Less Fee Strips Paid by Trust
Less Misc. Fees Paid by Trust
--------------------------------------------------------------------------------
Remittance Interest
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
Servicing Fee Summary
---------------------

Current Servicing Fees
Plus Fees Advanced for PPIS
Less Reduction for PPIS
Plus Unscheduled Servicing Fees
--------------------------------------------------------------------------------
Total Servicing Fees Paid
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------

Principal Summary
-----------------

Scheduled Principal:
--------------------
Current Scheduled Principal
Advanced Scheduled Principal
--------------------------------------------------------------------------------
Scheduled Principal Distribution
--------------------------------------------------------------------------------
Unscheduled Principal:
----------------------
Curtailments
Prepayments in Full
Liquidation Proceeds
Repurchase Proceeds
Other Principal Proceeds
--------------------------------------------------------------------------------
Unscheduled Principal Distribution
--------------------------------------------------------------------------------
Remittance Principal
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
Servicer Wire Amount
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
PPIS Summary
------------

Gross PPIS
Reduced by PPIE
Reduced by Shortfalls in Fees
Reduced by Other Amounts
--------------------------------------------------------------------------------
PPIS Reducing Scheduled Interest
--------------------------------------------------------------------------------
PPIS Reducing Servicing Fee
--------------------------------------------------------------------------------
PPIS Due Certificate
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
Pool Balance Summary
--------------------
                                             Balance            Count
                                             -------            -----
Beginning Pool
Scheduled Principal Distribution
Unscheduled Principal Distribution
Deferred Interest
Liquidations
Repurchases
Ending Pool
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                                              Advances
                                                              --------
   Prior Outstanding                 Current Period                   Recovered                 Ending Outstanding
Principal       Interest       Principal       Interest       Principal       Interest       Principal       Interest
---------       --------       ---------       --------       ---------       --------       ---------       --------
<S>             <C>            <C>             <C>            <C>             <C>            <C>             <C>


---------------------------------------------------------------------------------------------------------------------

</TABLE>


05/09/2005 - 13:00 (MXXX-MXXX) (C) 2005 LaSalle Bank N.A.


4
<PAGE>


<TABLE>
<CAPTION>
<S>                                         <C>                                                            <C>
ABN AMRO                                                   COMM 2005-LP5                                   Statement Date: 5/10/2005
LaSalle Bank N.A.                           Commercial Mortgage Pass-Through Certificates                  Payment Date:   5/10/2005
                                                              #REF!                                        Prior Payment:        N/A
                                                                                                           Next Payment:   6/10/2005
                                                                                                           Record Date:    4/30/2005
                                                     ABN AMRO Acct: XX-XXXX-XX-X

                                    Asset Backed Facts ~ 15 Month Historical Loan Status Summary

                                                 Delinquency Aging Categories
               ---------------------------------------------------------------------------------------------
               Delinq 1 Month      Delinq 2 Months    Delinq 3+ Months      Foreclosure             REO
Distribution   --------------      ---------------    ----------------      -----------        --------------
    Date       #      Balance      #      Balance      #      Balance      #      Balance      #      Balance
    ----       --------------      --------------      --------------      --------------      --------------
  05/10/05




-------------------------------------------------------------------------------------------------------------

</TABLE>

(TABLE CONTINUED)


            Special Event Categories (1)
------------------------------------------------------
Modifications     Specially Serviced      Bankruptcy
--------------    ------------------    --------------
#      Balance    #          Balance    #      Balance
--------------    ------------------    --------------




------------------------------------------------------

(1)   Note: Modification, Specially Serviced & Bankruptcy Totals are Included in
      the Appropriate Delinquency Aging Category


05/09/2005 - 13:00 (MXXX-MXXX)  C) 2005 LaSalle Bank N.A.


5
<PAGE>


<TABLE>
<CAPTION>
<S>                                         <C>                                                            <C>
ABN AMRO                                                   COMM 2005-LP5                                   Statement Date: 5/10/2005
LaSalle Bank N.A.                           Commercial Mortgage Pass-Through Certificates                  Payment Date:   5/10/2005
                                                              #REF!                                        Prior Payment:        N/A
                                                                                                           Next Payment:   6/10/2005
                                                                                                           Record Date:    4/30/2005
                                                     ABN AMRO Acct: XX-XXXX-XX-X

                                    Asset Backed Facts ~ 15 Month Historical Payoff/Loss Summary

                                                                             Appraisal                             Realized
               Ending Pool(1)        Payoffs (2)          Penalites          Reduct.(2)        Liquidations(2)     Losses(2)
Distribution   --------------      ---------------     --------------      --------------      ---------------   --------------
    Date       #      Balance      #      Balance      #       Amount      #      Balance      #      Balance    #       Amount
    ----       --------------      --------------      --------------      --------------      ---------------   --------------
  05/10/05




-------------------------------------------------------------------------------------------------------------------------------

</TABLE>

(TABLE CONTINUED)


Remaining Term    Curr Weighted Avg.
--------------    ------------------
Life    Amort.    Coupon       Remit
--------------    ------------------




------------------------------------

(1)   Percentage based on pool as of cutoff.

(2)   Percentage based on pool as of beginning of period.


05/09/2005 - 13:00 (MXXX-MXXX)  (C) 2005 LaSalle Bank N.A.


6
<PAGE>


<TABLE>
<CAPTION>
<S>                                         <C>                                                            <C>
ABN AMRO                                                   COMM 2005-LP5                                   Statement Date: 5/10/2005
LaSalle Bank N.A.                           Commercial Mortgage Pass-Through Certificates                  Payment Date:   5/10/2005
                                                              #REF!                                        Prior Payment:        N/A
                                                                                                           Next Payment:   6/10/2005
                                                                                                           Record Date:    4/30/2005
                                                     ABN AMRO Acct: XX-XXXX-XX-X

                                            Historical Collateral Level Prepayment Report

Disclosure    Distribution    Initial                  Payoff       Penalty    Prepayment    Maturity    Property
 Control #       Date         Balance       Code       Amount       Amount       Date          Date        Type       State
 ---------       ----         -------       ----       ------       ------       ----          ----        ----       -----




---------------------------------------------------------------------------------------------------------------------------
                                      Cumulative          0            0
                                                       -----------------


</TABLE>

(TABLE CONTINUED)


            Remaining Term
           ------------------       Note
DSCR       Life        Amort.       Rate
----       ----        ------       ----




----------------------------------------

05/09/2005 - 17:55 (MXXX-MXXX)  (C) 2005 LaSalle Bank N.A.


7
<PAGE>


<TABLE>
<CAPTION>
<S>                                         <C>                                                            <C>
ABN AMRO                                                   COMM 2005-LP5                                   Statement Date: 5/10/2005
LaSalle Bank N.A.                           Commercial Mortgage Pass-Through Certificates                  Payment Date:   5/10/2005
                                                              #REF!                                        Prior Payment:        N/A
                                                                                                           Next Payment:   6/10/2005
                                                                                                           Record Date:    4/30/2005
                                                     ABN AMRO Acct: XX-XXXX-XX-X

                                                       Delinquent Loan Detail

                   Paid                    Outstanding     Out. Property                            Special
Disclosure Doc     Thru     Current P&I        P&I          Protection        Advance               Servicer
   Control #       Date       Advance       Advances**       Advances       Description (1)       Transfer Date
   ---------       ----       -------       ----------       --------       ---------------       -------------





---------------------------------------------------------------------------------------------------------------

</TABLE>

(TABLE CONTINUED)


  Foreclosure    Bankruptcy      REO
     Date           Date         Date
     ----           ----         ----




-------------------------------------

A.  P&I Advance - Loan in Grace Period
B.  P&I Advance - Late Payment but < one month delinq
1.  P&I Advance - Loan delinquent 1 month
2.  P&I Advance - Loan delinquent 2 months
3.  P&I Advance - Loan delinquent 3 months or More
4.  Matured Balloon/Assumed Scheduled Payment

**  Outstanding P&I Advances include the current period P&I Advance


05/09/2005 - 13:00 (MXXX-MXXX) (C) 2005 LaSalle Bank N.A.


8
<PAGE>


<TABLE>
<CAPTION>
<S>                                         <C>                                                            <C>
ABN AMRO                                                   COMM 2005-LP5                                   Statement Date: 5/10/2005
LaSalle Bank N.A.                           Commercial Mortgage Pass-Through Certificates                  Payment Date:   5/10/2005
                                                                                                           Prior Payment:        N/A
                                                                                                           Next Payment:   6/10/2005
                                                                                                           Record Date:    4/30/2005
                                                     ABN AMRO Acct: XX-XXXX-XX-X

                                                    Mortgage Loan Characteristics
</TABLE>

                       Distribution of Principal Balances
                       ----------------------------------

                                                          Weighted Average
Current Scheduled  # of     Scheduled     % of       ------------------------
    Balances       Loans     Balance     Balance     Term     Coupon     DSCR
    --------       -----     -------     -------     ----     ------     ----




-----------------------------------------------------------------------------
                     0          0         0.00%
-----------------------------------------------------------------------------

Average Scheduled Balance
Maximum Scheduled Balance
Minimum Scheduled Balance



                     Distribution of Mortage Interest Rates
                     --------------------------------------

                                                          Weighted Average
Current Mortgage   # of     Scheduled     % of       ------------------------
 Interest Rate     Loans     Balance     Balance     Term     Coupon     DSCR
 -------------     -----     -------     -------     ----     ------     ----




-----------------------------------------------------------------------------
                     0          0         0.00%
-----------------------------------------------------------------------------

Minimum Mortgage Interest Rate         10.0000%
Maximum Mortgage Interest Rate         10.0000%



                Distribution of Remaining Term (Fully Amortizing)
                -------------------------------------------------

                                                          Weighted Average
Current Amortizing  # of     Scheduled     % of       ------------------------
 Mortgage Loans     Loans     Balance     Balance     Term     Coupon     DSCR
 --------------     -----     -------     -------     ----     ------     ----




------------------------------------------------------------------------------
                      0          0         0.00%
------------------------------------------------------------------------------

                                  Minimum Remaining Term
                                  Maximum Remaining Term



                         Distribution of Remaining Term
                         ------------------------------

                                                          Weighted Average
    Balloon         # of     Scheduled     % of       ------------------------
 Mortgage Loans     Loans     Balance     Balance     Term     Coupon     DSCR
 --------------     -----     -------     -------     ----     ------     ----

     0 to 60
   61 to 120
  121 to 180
  181 to 240
  241 to 360


------------------------------------------------------------------------------
                      0          0         0.00%
------------------------------------------------------------------------------

Minimum Remaining Term        0
Maximum Remaining Term        0


05/09/2005 - 13:00 (MXXX-MXXX) (C) 2005 LaSalle Bank N.A.


9
<PAGE>


<TABLE>
<CAPTION>
<S>                                         <C>                                                            <C>
ABN AMRO                                                   COMM 2005-LP5                                   Statement Date: 5/10/2005
LaSalle Bank N.A.                           Commercial Mortgage Pass-Through Certificates                  Payment Date:   5/10/2005
                                                                                                           Prior Payment:        N/A
                                                                                                           Next Payment:   6/10/2005
                                                                                                           Record Date:    4/30/2005
                                                     ABN AMRO Acct: XX-XXXX-XX-X

                                                    Mortgage Loan Characteristics
</TABLE>

                         Distribution of DSCR (Current)
                         ------------------------------

  Debt Service     # of     Scheduled      % of
 Coverage Ratio    Loans     Balance      Balance     WAMM     WAC     DSCR
 --------------    -----     -------      -------     ----     ---     ----




---------------------------------------------------------------------------
                     0          0         0.00%
---------------------------------------------------------------------------
Maximum  DSCR
Minimum  DSCR



                             Geographic Distribution
                             -----------------------

           # of     Scheduled      % of
 State     Loans     Balance      Balance     WAMM     WAC     DSCR
 -----     -----     -------      -------     ----     ---     ----




-------------------------------------------------------------------
             0                     0.00%
-------------------------------------------------------------------



                          Distribution of DSCR (Cutoff)
                          ----------------------------

  Debt Service     # of     Scheduled      % of
 Coverage Ratio    Loans     Balance      Balance     WAMM     WAC     DSCR
 --------------    -----     -------      -------     ----     ---     ----




---------------------------------------------------------------------------
                     0          0         0.00%
---------------------------------------------------------------------------
Maximum  DSCR                0.00
Minimum  DSCR                0.00


05/09/2005 - 13:00 (MXXX-MXXX)  (C) 2005 LaSalle Bank N.A.


10
<PAGE>


<TABLE>
<CAPTION>
<S>                                         <C>                                                            <C>
ABN AMRO                                                   COMM 2005-LP5                                   Statement Date: 5/10/2005
LaSalle Bank N.A.                           Commercial Mortgage Pass-Through Certificates                  Payment Date:   5/10/2005
                                                                                                           Prior Payment:        N/A
                                                                                                           Next Payment:   6/10/2005
                                                                                                           Record Date:    4/30/2005
                                                     ABN AMRO Acct: XX-XXXX-XX-X

                                                    Mortgage Loan Characteristics
</TABLE>


                         Distribution of Property Types
                         ------------------------------

                    # of     Scheduled      % of
Property Types      Loans     Balance      Balance     WAMM     WAC     DSCR
--------------      -----     -------      -------     ----     ---     ----




----------------------------------------------------------------------------
                        0                   0.00%



                         Distribution of Loan Seasoning
                         ------------------------------

                    # of     Scheduled      % of
Number of Years     Loans     Balance      Balance     WAMM     WAC     DSCR
---------------     -----     -------      -------     ----     ---     ----




----------------------------------------------------------------------------
                        0          0        0.00%
----------------------------------------------------------------------------



                       Distribution of Amortization Types
                       ----------------------------------

Current Scheduled   # of     Scheduled      % of
    Balances        Loans     Balance      Balance     WAMM     WAC     DSCR
    --------        -----     -------      -------     ----     ---     ----



----------------------------------------------------------------------------

----------------------------------------------------------------------------



                       Distribution of Year Loans Maturing
                       -----------------------------------

                    # of     Scheduled      % of
     Year           Loans     Balance      Balance     WAMM     WAC     DSCR
     ----           -----     -------      -------     ----     ---     ----
         1998
         1999
         2000
         2001
         2002
         2003
         2004
         2005
         2006
         2007
         2008
2009 & Longer
----------------------------------------------------------------------------
                      0          0          0.00%
----------------------------------------------------------------------------


05/09/2005 - 17:55 (MXXX-MXXX)  (C) 2005 LaSalle Bank N.A.


11
<PAGE>


<TABLE>
<CAPTION>
<S>                                         <C>                                                            <C>
ABN AMRO                                                   COMM 2005-LP5                                   Statement Date: 5/10/2005
LaSalle Bank N.A.                           Commercial Mortgage Pass-Through Certificates                  Payment Date:   5/10/2005
                                                                                                           Prior Payment:        N/A
                                                                                                           Next Payment:   6/10/2005
                                                                                                           Record Date:    4/30/2005
                                                     ABN AMRO Acct: XX-XXXX-XX-X
                                           Adjustable Rate Mortgage Loan Characteristics

</TABLE>

                          Distribution of Maximum Rates
                          -----------------------------

                  # of     Scheduled     % of
Maximum Rates     Loans     Balance     Balance     WAMM     WAC     DSCR
-------------     -----     -------     -------     ----     ---     ----





-------------------------------------------------------------------------



                    Distribution of Indices of Mortgage Loans
                    -----------------------------------------

                  # of     Scheduled     % of
Indices           Loans     Balance     Balance     WAMM     WAC     DSCR
-------           -----     -------     -------     ----     ---     ----




-------------------------------------------------------------------------



                          Distribution of Minimum Rates
                          -----------------------------

                  # of     Scheduled     % of
Minimum Rates     Loans     Balance     Balance     WAMM     WAC     DSCR
-------------     -----     -------     -------     ----     ---     ----




-------------------------------------------------------------------------



                      Distribution of Mortgage Loan Margins
                      -------------------------------------

Mortgage Loan     # of     Scheduled     % of
   Margins        Loans     Balance     Balance     WAMM     WAC     DSCR
   -------        -----     -------     -------     ----     ---     ----




-------------------------------------------------------------------------



                       Distribution of Payment Adjustment
                       ----------------------------------

    Payment
    Adjustment    # of     Scheduled     % of
    Frequency     Loans     Balance     Balance     WAMM     WAC     DSCR
    ---------     -----     -------     -------     ----     ---     ----




    ----------------------------------------------------------------------



                         Distribution of Rate Adjustment
                         -------------------------------

    Interest
    Adjustment    # of     Scheduled     % of
    Frequency     Loans     Balance     Balance     WAMM     WAC     DSCR
    ---------     -----     -------     -------     ----     ---     ----




    ---------------------------------------------------------------------


05/09/2005 - 21:26 (MXXX-MXXX)  (C) 2005 LaSalle Bank N.A.


12
<PAGE>


<TABLE>
<CAPTION>
<S>                                         <C>                                                            <C>
ABN AMRO                                                   COMM 2005-LP5                                   Statement Date: 5/10/2005
LaSalle Bank N.A.                           Commercial Mortgage Pass-Through Certificates                  Payment Date:   5/10/2005
                                                              #REF!                                        Prior Payment:        N/A
                                                                                                           Next Payment:   6/10/2005
                                                                                                           Record Date:    4/30/2005
                                                     ABN AMRO Acct: XX-XXXX-XX-X

                                                          Loan Level Detail

</TABLE>

<TABLE>
<CAPTION>


                                                                       Operating               Ending
 Disclosure               Property                                     Statement  Maturity    Principal       Note    Scheduled
  Control #       Grp       Type       State       DSCR        NOI       Date       Date       Balance        Rate       P&I
  ---------       ---       ----       -----       ----        ---       ----       ----       -------        ----       ---
<S>               <C>       <C>        <C>         <C>         <C>       <C>        <C>        <C>            <C>        <C>




  -----------------------------------------------------------------------------------------------------------------------------
                                       W/Avg       0.00          0                                0                       0
  -----------------------------------------------------------------------------------------------------------------------------

</TABLE>

(TABLE CONTINUED)

            Spec.                  Loan                    Prepayment
 Mod.       Serv       ASER       Status        -------------------------------
 Flag       Flag       Flag       Code(1)       Amount       Penalty       Date
 ----       ----       ----       -------       ------       -------       ----




 ------------------------------------------------------------------------------
                                                   0             0
 ------------------------------------------------------------------------------

*     NOI and DSCR, if available and reportable under the terms of the Pooling
      and Servicing Agreement, are based on information obtained from the
      related borrower, and no other party to the agreement shall be held liable
      for the accuracy or methodology used to determine such figures.

(1) Legend:
A.  P&I Adv -  in Grace Period        6.  Specially  Serviced
B.  P&I Adv -  < one month delinq     7.  Foreclosure
1.  P&I Adv -  delinquent 1 month     8.  Bankruptcy
2.  P&I Adv -  delinquent 2 months    9.  REO
3.  P&I Adv -  delinquent 3+ months   10. DPO
4.  Mat. Balloon/Assumed  P&I         11. Modification
5.  Prepaid in Full


05/09/2005 - 13:00 (MXXX-MXXX)  (C) 2005 LaSalle Bank N.A.


13
<PAGE>


<TABLE>
<CAPTION>
<S>                                         <C>                                                            <C>
ABN AMRO                                                   COMM 2005-LP5                                   Statement Date: 5/10/2005
LaSalle Bank N.A.                           Commercial Mortgage Pass-Through Certificates                  Payment Date:   5/10/2005
                                                              ####                                         Prior Payment:        N/A
                                                                                                           Next Payment:   6/10/2005
                                                                                                           Record Date:    4/30/2005
                                                     ABN AMRO Acct: XX-XXXX-XX-X

                                              Specially Serviced (Part I) ~ Loan Detail

                                Balance                             Remaining Term
 Disclosure   Transfer   -------------------      Note   Maturity   --------------    Property                              NOI
  Control #     Date     Scheduled     Actual     Rate     Date     Life     Amort.     Type     State     NOI     DSCR     Date
  ---------     ----     ---------     ------     ----     ----     ----     ------     ----     -----     ---     ----     ----




 -------------------------------------------------------------------------------------------------------------------------------

</TABLE>


05/09/2005 - 13:00 (MXXX-MXXX)  (C) 2005 LaSalle Bank N.A.


14
<PAGE>


<TABLE>
<CAPTION>
<S>                                         <C>                                                            <C>
ABN AMRO                                                   COMM 2005-LP5                                   Statement Date: 5/10/2005
LaSalle Bank N.A.                           Commercial Mortgage Pass-Through Certificates                  Payment Date:   5/10/2005
                                                              #REF!                                        Prior Payment:        N/A
                                                                                                           Next Payment:   6/10/2005
                                                                                                           Record Date:    4/30/2005
                                                     ABN AMRO Acct: XX-XXXX-XX-X

                                          Specially Serviced (Part II) ~ Servicer Comments
</TABLE>

  Disclosure       Resolution
   Control #        Strategy                              Comments
   ---------        --------                              --------




  ----------------------------------------------------------------


05/09/2005 - 13:00 (MXXX-MXXX) (C) 2005 LaSalle Bank N.A.


15
<PAGE>


<TABLE>
<CAPTION>
<S>                                         <C>                                                            <C>
ABN AMRO                                                   COMM 2005-LP5                                   Statement Date: 5/10/2005
LaSalle Bank N.A.                           Commercial Mortgage Pass-Through Certificates                  Payment Date:   5/10/2005
                                                              #REF!                                        Prior Payment:        N/A
                                                                                                           Next Payment:   6/10/2005
                                                                                                           Record Date:    4/30/2005
                                                     ABN AMRO Acct: XX-XXXX-XX-X

                                                        Modified Loan Detail

</TABLE>


  Disclosure      Modification    Modification                   Modification
   Control #          Date            Code                       Description
   ---------          ----            ----                       -----------




  --------------------------------------------------------------------------


05/09/2005 - 13:00 (MXXX-MXXX) (C) 2005 LaSalle Bank N.A.


16
<PAGE>


<TABLE>
<CAPTION>
<S>                                         <C>                                                            <C>
ABN AMRO                                                   COMM 2005-LP5                                   Statement Date: 5/10/2005
LaSalle Bank N.A.                           Commercial Mortgage Pass-Through Certificates                  Payment Date:   5/10/2005
                                                              #REF!                                        Prior Payment:        N/A
                                                                                                           Next Payment:   6/10/2005
                                                                                                           Record Date:    4/30/2005
                                                     ABN AMRO Acct: XX-XXXX-XX-X

                                                        Realized Loss Detail

                                                      Beginning                 Gross Proceeds      Aggregate
Distribution    Disclosure    Appraisal   Appraisal   Scheduled     Gross         as a % of        Liquidation
   Period        Control #       Date       Value      Balance     Proceeds     Sched Principal     Expenses *
   ------        ---------       ----       -----      -------     --------     ---------------     ----------




--------------------------------------------------------------------------------------------------------------
Current Total                                            0.00        0.00                              0.00
Cumulative                                               0.00        0.00                              0.00
--------------------------------------------------------------------------------------------------------------

</TABLE>

(TABLE CONTINUED)


    Net         Net Proceeds
Liquidation      as a % of      Realized
  Proceeds     Sched. Balance     Loss
  --------     --------------     ----



---------------------------------------

    0.00                           0.00
    0.00                           0.00
---------------------------------------


*     Aggregate liquidation expenses also include outstanding P&I advances and
      unpaid servicing fees, unpaid trustee fees, etc.


05/09/2005 - 13:00 (MXXX-MXXX) (C) 2005 LaSalle Bank N.A.

17
<PAGE>


<TABLE>
<CAPTION>
<S>                                         <C>                                                            <C>
ABN AMRO                                                   COMM 2005-LP5                                   Statement Date: 5/10/2005
LaSalle Bank N.A.                           Commercial Mortgage Pass-Through Certificates                  Payment Date:   5/10/2005
                                                              #####                                        Prior Payment:        N/A
                                                                                                           Next Payment:   6/10/2005
                                                                                                           Record Date:    4/30/2005
                                                     ABN AMRO Acct: XX-XXXX-XX-X

                                                     Appraisal Reduction Detail

                                                                       Remaining Term                                   Appraisal
  Disclosure    Appraisal    Scheduled  Reduction    Note   Maturity   --------------    Property                     -------------
  Control #     Red. Date     Balance     Amount     Rate     Date     Life     Amort.     Type     State     DSCR    Value    Date
  ---------     ---------     -------     ------     ----     ----     ----     ------     ----     -----     ----    -----    ----




  ---------------------------------------------------------------------------------------------------------------------------------

</TABLE>


05/09/2005 - 13:00 (MXXX-MXXX) (C) 2005 LaSalle Bank N.A.


18

<PAGE>

                                  EXHIBIT L

                        FORM OF INVESTOR CERTIFICATION

                                                      Dated:

LaSalle Bank National Association
135 South LaSalle Street
Chicago, Illinois  60603
Attention:  Global Securities and Trust Services Group, COMM 2005-LP5

      Re:   Commercial Mortgage Pass-Through Certificates, Series COMM 2005-LP5
            -------------------------------------------------------------------

            In accordance with the Pooling and Servicing Agreement, dated as of
April 1, 2005 (the "Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as Servicer,
Lennar Partners, Inc., as Special Servicer, Wells Fargo Bank, N.A., as Trustee,
and LaSalle Bank National Association, as Bond Administrator and Paying Agent,
with respect to the above-referenced certificates (the "Certificates"), the
undersigned hereby certifies and agrees as follows:

            1. The undersigned is a beneficial owner or prospective purchaser of
the Class __ Certificates.

            2. The undersigned is requesting access to the Bond Administrator's
internet website containing certain information (the "Information") and/or is
requesting the information identified on the schedule attached hereto (also, the
"Information") pursuant to the provisions of the Agreement.

            3. In consideration of the Bond Administrator's disclosure to the
undersigned of the Information, or access thereto, the undersigned will keep the
Information confidential (except from such outside persons as are assisting it
in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or
banking authorities or agencies to which the undersigned is subject), and such
Information will not, without the prior written consent of the Bond
Administrator, be otherwise disclosed by the undersigned or by its officers,
directors, partners, employees, agents or representatives (collectively, the
"Representatives") in any manner whatsoever, in whole or in part.

            4. The undersigned will not use or disclose the Information in any
manner which could result in a violation of any provision of the Securities Act
of 1933, as amended (the "Securities Act"), or of the Securities Exchange Act of
1934, as amended, or would require registration of any Certificate pursuant to
Section 5 of the Securities Act.

            5. The undersigned shall be fully liable for any breach of this
agreement by itself or any of its Representatives and shall indemnify the
Depositor, the Servicer, the Special Servicer, the Trustee, the Bond
Administrator and the Trust Fund for any loss, liability or expense incurred
thereby with respect to any such breach by the undersigned or any of its
Representatives.

            6. Capitalized terms used but not defined herein shall have the
respective meanings assigned thereto in the Agreement.


            IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.



                                       [Certificate Owner or Prospective
                                       Purchaser]

                                       By:____________________________________

                                       Title:_________________________________

                                       Company: ______________________________

                                       Phone:



<PAGE>

                                    EXHIBIT M

                    FORM OF SUB-SERVICER BACKUP CERTIFICATION

                   COMM 2005-LP5 Mortgage Trust (the "Trust")

            As contemplated by Section 3.22(f) of that certain pooling and
servicing agreement dated as of April 1, 2005 (the "Pooling and Servicing
Agreement"), among Deutsche Mortgage and Asset Receiving Corporation, as
depositor (the "Depositor"), Midland Loan Services, Inc., Lennar Partners, Inc.,
Wells Fargo Bank, N.A., as trustee (the "Trustee"), and LaSalle Bank National
Association, I, [identify the certifying individual], a [_______________ ] of
[_____], a [_____] corporation (the "Sub-Servicer") as Sub-Servicer in
connection with the sub-servicing of one or more Mortgage Loans and/or Serviced
Whole Loans under the Pooling and Servicing Agreement, on behalf of the
Sub-Servicer, certify to [Name of Each Certifying Person for Sarbanes-Oxley
Certification], [the person who signs the Sarbanes-Oxley Certification pursuant
to the related Serviced Companion Loan Securitization Agreement], the Depositor,
the Servicer, the Trustee and their officers, directors and affiliates, and with
the knowledge and intent that they will rely upon this certification, that:

            (i) Based upon our knowledge and the annual compliance review
      performed as required under Section [__] of the Sub-Servicing Agreement,
      and except as disclosed in the compliance certificate delivered pursuant
      to Section [__] of the Sub-Servicing Agreement, the Sub-Servicer has
      fulfilled its obligations under the Sub-Servicing Agreement in all
      material respects; and

            (ii) The Sub-Servicer has disclosed to the Sub-Servicer's certified
      public accountants all significant deficiencies relating to the compliance
      of the Sub-Servicer with the minimum servicing standards in accordance
      with a review conducted in compliance with the Uniform Single Attestation
      Program for Mortgage Bankers or similar standard as set forth in the
      Sub-Servicing Agreement.


Date: _________________________

[NAME OF SUB-SERVICER]



By: _____________________________
    Name:
    Title:



<PAGE>

                                   EXHIBIT N-1

                         FORM OF PURCHASE OPTION NOTICE

Midland Loan Services, Inc.
10851 Mastin, Building 82, 7th Floor
Overland Park, Kansas 66210

Lennar Partners, Inc.
1601 Washington Avenue, Suite 800
Miami Beach, Florida  33139

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland  20145-1951
Attention:  Corporate Trust Services (CMBS), COMM 2005-LP5

Re:   COMM 2005-LP5
      Commercial Mortgage Pass-Through Certificates
      ---------------------------------------------

Ladies and Gentlemen:

            The undersigned hereby acknowledges that it is the holder of an
assignable option (the "Purchase Option") to purchase Mortgage Loan number ____
from the Trust Fund, pursuant to Section 3.18 of the pooling and servicing
agreement (the "Pooling and Servicing Agreement") dated as of April 1, 2005,
entered into by Deutsche Mortgage & Asset Receiving Corporation, as depositor
(the "Depositor"), Midland Loan Services, Inc., as servicer (the "Servicer"),
Lennar Partners, Inc., as special servicer (the "Special Servicer"), and Wells
Fargo Bank, N.A., as trustee (the "Trustee"). Capitalized terms used herein and
not otherwise defined shall have the meaning set forth in the Pooling and
Servicing Agreement.

            The undersigned, holder of the Purchase Option (the "Option
Holder"), [is the Directing Certificateholder] [acquired its Purchase Option
from the Directing Certificateholder on ___________] [is the Special Servicer]
[acquired its Purchase Option from the Special Servicer].

            The undersigned Option Holder is exercising its Purchase Option at
the cash price of $______________, which amount equals or exceeds the Option
Price, as defined in Section 3.18(c) of the Pooling and Servicing Agreement.
Within ten (10) Business Days of its receipt of the Servicer's notice confirming
that the exercise of its Purchase Option is effective, [the undersigned Option
Holder] [______________, an Affiliate of the undersigned Option Holder] will
deliver the Option Price to or at the direction of the Servicer in exchange for
the release of the Mortgage Loan, the related Mortgaged Property and delivery of
the related Mortgage File.

            The undersigned Option Holder agrees that it shall prepare and
provide the Servicer with such instruments of transfer or assignment, in each
case without recourse, as shall be reasonably necessary to vest in it or its
designee the ownership of Mortgage Loan [__], together with such other documents
or instruments as the Servicer shall reasonably require to consummate the
purchase contemplated hereby.

            The undersigned Option Holder acknowledges and agrees that its
exercise of its Purchase Option Notice may not be revoked and, further, that
upon receipt of the Servicer's notice confirming that the exercise of its
Purchase Option is effective, the undersigned Option Holder, or its designee,
shall be obligated to close its purchase of Mortgage Loan ___ in accordance with
the terms and conditions of this letter and of the Pooling and Servicing
Agreement.

                                       Very truly yours,

                                       [Option Holder]

                                       By:____________________________________
                                          Name:
                                          Title:

            [By signing this letter in the space provided below, the [Directing
Certificateholder] [Special Servicer] hereby acknowledges and affirms that it
transferred its Purchase Option to the Option Holder identified above on
[_________].

[_______________________]

By:______________________
   Name:
   Title:]



<PAGE>

                                   EXHIBIT N-2

          FORM OF GENERAL MOTORS BUILDING B LOAN PURCHASE OPTION NOTICE

Midland Loan Services, Inc.
10851 Mastin, Building 82, 7th Floor
Overland Park, Kansas 66210

Lennar Partners, Inc.
1601 Washington Avenue, Suite 800
Miami Beach, Florida  33139

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland  20145-1951
Attention:  Corporate Trust Services (CMBS), COMM 2005-LP5

Re:   COMM 2005-LP5
      Commercial Mortgage Pass-Through Certificates
      ---------------------------------------------

Ladies and Gentlemen:

            The undersigned hereby acknowledges that it is the holder of an
assignable option (the "Purchase Option") to purchase the General Motors
Building B Loan from the Trust Fund, pursuant to Section 3.18(m) of the pooling
and servicing agreement (the "Pooling and Servicing Agreement") dated as of
April 1, 2005, by and among Deutsche Mortgage & Asset Receiving Corporation, as
depositor (the "Depositor"), Midland Loan Services, Inc., as servicer (the
"Servicer"), Lennar Partners, Inc., as special servicer (the "Special
Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). Capitalized
terms used herein and not otherwise defined shall have the meaning set forth in
the Pooling and Servicing Agreement.

            The undersigned, holder of the Purchase Option (the "Option
Holder"), [is the Class GMB Directing Certificateholder] [acquired its Purchase
Option from the Class GMB Directing Certificateholder on ________________].

            The undersigned Option Holder is exercising its Purchase Option at
the cash price of $__________, which amount equals or exceeds the General Motors
Building B Loan Option Price, as defined in Section 3.18(m) of the Pooling and
Servicing Agreement. Within ten (10) Business Days of its receipt of the
Servicer's notice confirming that the exercise of its Purchase Option is
effective, [the undersigned Option Holder] [___________, an Affiliate of the
undersigned Option Holder] will deliver the General Motors Building B Loan
Option Price to or at the direction of the Servicer in exchange for the release
of the General Motors Building B Loan [and the related Mortgage Note][, the
related Mortgaged Property and delivery of the related Mortgage File.]

            The undersigned Option Holder agrees that it shall prepare and
provide the Servicer with such instruments of transfer or assignment, in each
case without recourse, as shall be reasonably necessary to vest in it or its
designee the ownership of the General Motors Building B Loan, together with such
other documents or instruments as the Servicer shall reasonably require to
consummate the purchase contemplated hereby.

            The undersigned Option Holder acknowledges and agrees that its
exercise of its Purchase Option may not be revoked and, further, that upon
receipt of the Servicer's notice confirming that the exercise of its Purchase
Option is effective, the undersigned Option Holder, or its designee, shall be
obligated to close its purchase of the General Motors Building B Loan is
accordance with the terms and conditions of this letter and of the Pooling and
Servicing Agreement.

                                       Very truly yours,

                                       [Option Holder]

                                       By:____________________________________
                                          Name:
                                          Title:

            [By signing this letter in the space provided below, the Class GMB
Directing Certificateholder hereby acknowledges and affirms that it transferred
its Purchase Option to the Option Holder identified above on [________________].

[________________]

By:____________________________________
   Name:
   Title:]





<PAGE>

                                    EXHIBIT O

                 FORM OF BOND ADMINISTRATOR BACKUP CERTIFICATION

                   COMM 2005-LP5 Mortgage Trust (The "Trust")

The undersigned, __________, a __________ of LASALLE BANK NATIONAL ASSOCIATION,
on behalf of LASALLE BANK NATIONAL ASSOCIATION, as Bond Administrator and Paying
Agent (the "Bond Administrator"), under that certain pooling and servicing
agreement, dated as of April 1, 2005, (the "Pooling and Servicing Agreement")
entered into by Deutsche Mortgage & Asset Receiving Corporation (the
"Depositor"), Midland Loan Services, Inc., as servicer (the "Servicer"), Lennar
Partners, Inc., as special servicer (the "Special Servicer"), Wells Fargo Bank,
N.A., as trustee (the "Trustee"), and LaSalle Bank National Association, certify
to [ ], Deutsche Mortgage & Asset Receiving Corporation and its officers,
directors and affiliates, to the extent that the following information is within
our normal area of responsibilities and duties under the Pooling and Servicing
Agreement, and with the knowledge and intent that they will rely upon this
certification, that:

      1.    I have reviewed the annual report on Form 10-K for the fiscal year
            [20___] (the "Annual Report"), and all reports on Form 8-K
            containing statements to certificateholders filed in respect of
            periods included in the year covered by the Annual Report
            (collectively with the Annual Report, the "Reports"), of the Trust;

      2.    To the best of my knowledge, the information in the Reports, to the
            extent prepared by the Bond Administrator (but not including any
            information provided to the Bond Administrator by the Servicer or
            Special Servicer, other than to the extent that such information has
            been aggregated or manipulated by Bond Administrator), taken as a
            whole, does not contain any untrue statement of a material fact or
            omit to state a material fact necessary to make the statements made,
            in light of the circumstances under which such statements were made,
            not misleading as of the last day of the period covered by the
            Annual Report; and

      3.    To the best of my knowledge, the servicing information provided to
            the Bond Administrator by the Servicer and the Special Servicer
            under the Pooling and Servicing Agreement for inclusion in the
            Reports is included in the Reports.

Date: _________________________

LASALLE BANK NATIONAL ASSOCIATION


_______________________________
[Signature]
[Title]



<PAGE>

                                    EXHIBIT P

                      FORM OF SERVICER BACKUP CERTIFICATION

                   COMM 2005-LP5 Mortgage Trust (the "Trust")

I, [identify the certifying individual], a [_______________ ] of MIDLAND LOAN
SERVICES, INC., a Delaware corporation (the "Servicer") as Servicer under that
certain pooling and servicing agreement dated as of April 1, 2005 (the "Pooling
and Servicing Agreement"), among Deutsche Mortgage and Asset Receiving
Corporation, as depositor (the "Depositor"), Midland Loan Services, Inc., Lennar
Partners, Inc., Wells Fargo Bank, N.A., as trustee (the "Trustee"), LaSalle Bank
National Association, on behalf of the Servicer, certify to [Name of Certifying
Person(s) for Sarbanes-Oxley Certification], [the person who signs the
Sarbanes-Oxley Certification pursuant to the related Serviced Companion Loan
Securitization Agreement], the Depositor, and its officers, directors and
affiliates, and with the knowledge and intent that they will rely upon this
certification, that:

      1.    Based on our knowledge, with respect to the period ending December
            31, 20[__] (the "Relevant Period"), all servicing information and
            all required reports required to be submitted by the Servicer to the
            Trustee pursuant to the Pooling and Servicing Agreement (the
            "Servicer Reports") for inclusion in the annual report on Form 10-K
            for the Relevant Period and inclusion in all reports on Form 8-K
            have been submitted by the Servicer to the Trustee for inclusion in
            these reports;

      2.    Based on our knowledge, the information contained in the Servicer
            Reports, taken as a whole, does not contain any untrue statement of
            a material fact or omit to state a material fact necessary to make
            the statements made, in light of the circumstances under which such
            statements were made, not misleading as of the last day of the
            period ending December 31, 20[__];

      3.    Based on our knowledge and the annual compliance review required
            under Section 3.14 of the Pooling and Servicing Agreement, during
            the Relevant Period the Servicer has fulfilled its obligations under
            the Pooling and Servicing Agreement in all material respects, except
            as disclosed in the annual officer's certificate required under such
            Section 3.14; and

      4.    The Servicer has disclosed to its certified public accountants all
            significant deficiencies relating to the Servicer's compliance with
            the minimum servicing standards and such deficiencies, if any, have
            been included in the independent public accountants' report (the
            "Report"). The Report was created in accordance with a review
            covering the Relevant Period in compliance with the minimum
            servicing standards set forth in the Mortgage Bankers Association's
            "Uniform Single Attestation Program" or similar standard as set
            forth in the Pooling and Servicing Agreement.


            Date: _________________________

MIDLAND LOAN SERVICES, INC.


By: _____________________________
   Name:
   Title:



<PAGE>

                                    EXHIBIT Q

                  FORM OF SPECIAL SERVICER BACKUP CERTIFICATION

                   COMM 2005-LP5 Mortgage Trust (the "Trust")

I, [identify the certifying individual], a [_______________ ] of LENNAR
PARTNERS, INC., a Florida corporation (the "Special Servicer") as Special
Servicer under that certain pooling and servicing agreement dated as of April 1,
2005 (the "Pooling and Servicing Agreement"), among Deutsche Mortgage and Asset
Receiving Corporation, as depositor (the "Depositor"), LENNAR PARTNERS, INC.,
Lennar Partners, Inc., Wells Fargo Bank, N.A., as trustee (the "Trustee"),
LaSalle Bank National Association, on behalf of the Special Servicer, certify to
[Name of Certifying Person(s) for Sarbanes-Oxley Certification], [the person who
signs the Sarbanes-Oxley Certification pursuant to the related Serviced
Companion Loan Securitization Agreement], the Depositor, and its officers,
directors and affiliates, and with the knowledge and intent that they will rely
upon this certification, that:

      5.    Based on our knowledge, with respect to the period ending December
            31, 20[__] (the "Relevant Period"), all servicing information and
            all required reports required to be submitted by the Special
            Servicer to the Servicer or Trustee pursuant to the Pooling and
            Servicing Agreement (the "Special Servicer Reports") for inclusion
            in the annual report on Form 10-K for the Relevant Period and
            inclusion in all reports on Form 8-K have been submitted by the
            Special Servicer to the Servicer or the Trustee, as applicable, for
            inclusion in these reports;

      6.    Based on our knowledge, the information contained in the Special
            Servicer Reports, taken as a whole, does not contain any untrue
            statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such statements were made, not misleading as of the last
            day of the period ending December 31, 20[__];

      7.    Based on our knowledge and the annual compliance review required
            under Section 3.14 of the Pooling and Servicing Agreement, during
            the Relevant Period the Special Servicer has fulfilled its
            obligations under the Pooling and Servicing Agreement in all
            material respects, except as disclosed in the annual officer's
            certificate required under such Section 3.14; and

      8.    The Special Servicer has disclosed to its certified public
            accountants all significant deficiencies relating to the Special
            Servicer's compliance with the minimum servicing standards and such
            deficiencies, if any, have been included in the independent public
            accountants' report (the "Report"). The Report was created in
            accordance with a review covering the Relevant Period in compliance
            with the minimum servicing standards set forth in the Mortgage
            Bankers Association's "Uniform Single Attestation Program" or
            similar standard as set forth in the Pooling and Servicing
            Agreement.


            Date: _________________________

LENNAR PARTNERS, INC.


            By:_____________________________
Name:
Title:





<PAGE>

                                    EXHIBIT R

                       FORM OF NOTIFICATION FROM CUSTODIAN


                                     [DATE]

To the Persons Listed on the attached Schedule A

      Re:   COMM 2005-LP5

Ladies and Gentlemen:

            In accordance with Section 2.02 of the Pooling and Servicing
Agreement, dated as of April 1, 2005 (the "Pooling and Servicing Agreement"),
entered into by Deutsche Mortgage & Asset Receiving Corporation, as Depositor,
Midland Loan Services, Inc., as Servicer, Lennar Partners Inc., as Special
Servicer, Wells Fargo Bank, N.A., as Trustee, and LaSalle Bank National
Association, as Bond Administrator and Paying Agent, the undersigned, as
Custodian, hereby notifies you that, based upon the review required under the
Pooling and Servicing Agreement, the Mortgage File for each Mortgage Loan set
forth on the attached defect schedule contains a document or documents which (i)
has not been executed or received, (ii) has not been recorded or filed (if
required), (iii) is unrelated to the Mortgage Loans identified in the Mortgage
Loan Schedule, (iv) appears not to be what they purport to be or has been torn
in any materially adverse manner or (v) is mutilated or otherwise defaced, in
each case as more fully described on the attached defect schedule.

            The Custodian has no responsibility to determine, and expresses no
opinion with respect thereto, whether any document or opinion is legal, valid,
binding or enforceable, whether the text of any assignment or endorsement is in
proper or recordable form (except, if applicable, to determine if the Trustee is
the assignee or endorsee), whether any document has been recorded in accordance
with the requirements of any applicable jurisdiction, whether a blanket
assignment is permitted in any applicable jurisdiction, or whether any Person
executing any document or rendering any opinion is authorized to do so or
whether any signature thereon is genuine.

            Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.

                           [SIGNATURE PAGE FOLLOWS]



<PAGE>

                                    WELLS FARGO BANK, N.A.,

                                    as Custodian





                                    By:_____________________________
                                       Name:
                                       Title:



<PAGE>

                SCHEDULE A TO FORM OF NOTIFICATION FROM CUSTODIAN

LaSalle Bank National Association
135 South LaSalle Street
Chicago, Illinois  60603
Attention:  Global Securities and Trust Services Group, COMM 2005-LP5

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention:  Corporate Trust Services (CMBS), COMM 2005-LP5

Deutsche Mortgage & Asset Receiving Corporation
60 Wall Street
New York, New York  10005
Attention:  Helaine M. Kaplan

Midland Loan Services, Inc.
10851 Mastin, Building 82, 7th Floor
Overland Park, Kansas 66210
Attention:  President
Telecopy No. (913) 253-9001

Lennar Partners, Inc.
1601 Washington Avenue, Suite 800
Miami Beach, Florida  33139
Attention:  Michael Wheeler

[If to the German American Capital Corporation, as Mortgage Loan Seller, to:
German American Capital Corporation
60 Wall Street
New York, New York  10005
Attention:  Jeffrey E. Paige]


[If to LaSalle Bank National Association, as Mortgage Loan Seller, to:
LaSalle Bank National Association
135 South LaSalle Street, Suite 1225
Chicago, Illinois  60603
Attention:  Managing Director RECM
Telecopy No.:  (312) 904-0900]

[If to PNC Bank, National Association, as Mortgage Loan Seller, to:
PNC Bank, National Association
One PNC Plaza, 21st Floor
249 Fifth Avenue
Attention:  Gretchen Lengel Kelly
Telecopy No.:  (412) 762-4334]
<PAGE>

                               DEFECT SCHEDULE





<PAGE>

                                   EXHIBIT S-1

                   FORM OF CLOSING DATE TRUSTEE CERTIFICATION

                               April [__], 2005


Deutsche Mortgage & Asset Receiving Corporation
60 Wall Street
New York, New York  10005

Midland Loan Services, Inc.
10851 Mastin, Building 82, 7th Floor
Overland Park, Kansas 66210

Lennar Partners, Inc.
1601 Washington Avenue, Suite 800
Miami Beach, Florida  33139

Standard & Poor's Ratings Services,
a division of The McGraw-Hill Companies, Inc.
55 Water Street
New York, New York  10041

Moody's Investors Service, Inc.
99 Church Street, 4th Floor
New York, New York  10041
Attention:  Commercial Mortgage Surveillance Group

German American Capital Corporation
60 Wall Street
New York, New York 10005

PNC Bank, National Association
10851 Mastin, Suite 300
Overland Park, Kansas 66210

LaSalle Bank National Association
135 South LaSalle Street
Chicago, Illinois  60603


      Re:   Commercial Mortgage Pass-Through Certificates, Series 2005-LP5
            --------------------------------------------------------------

            In accordance with Section 2.01(b) of the Pooling and Servicing
Agreement, dated as of April 1, 2005 (the "Agreement") entered into by Deutsche
Mortgage & Asset Receiving Corporation, as Depositor, Midland Loan Services,
Inc., as Servicer, Lennar Partners, Inc. as Special Servicer, the undersigned,
as Trustee, and LaSalle Bank National Association, as Bond Administrator and
Paying Agent, the Trustee hereby certifies that, with respect to each Mortgage
Loan listed on the Mortgage Loan Schedule attached hereto as Schedule A, (a) the
Trustee has in its possession all Notes or an appropriate lost note affidavit,
and (b) the foregoing documents delivered or caused to be delivered by the
Mortgage Loan Sellers have been reviewed by it or by a Custodian on its behalf
and appear regular on their face, appear to be executed and relate to such
Mortgage Loan.

            Capitalized terms used but not defined herein shall the respective
meanings set forth in the Agreement.

                                       WELLS FARGO BANK, N.A.,
                                          as Trustee

                                          [____________________]
                                          Corporate Trust Officer





<PAGE>

               SCHEDULE A TO CLOSING DATE TRUSTEE CERTIFICATION


                           (MORTGAGE LOAN SCHEDULE)

<PAGE>

                                 EXHIBIT S-2

                  FORM OF POST-CLOSING TRUSTEE CERTIFICATION

                             [______] [__], 2005


Deutsche Mortgage & Asset Receiving Corporation
60 Wall Street
New York, New York  10005

Midland Loan Services, Inc.
10851 Mastin, Building 82, 7th Floor
Overland Park, Kansas 66210

Lennar Partners, Inc.
1601 Washington Avenue, Suite 800
Miami Beach, Florida  33139

Standard & Poor's Ratings Services,
a division of The McGraw-Hill Companies, Inc.
55 Water Street
New York, New York  10041

Moody's Investors Service, Inc.
99 Church Street, 4th Floor
New York, New York  10041
Attention:  Commercial Mortgage Surveillance Group

German American Capital Corporation
60 Wall Street
New York, New York 10005

PNC Bank, National Association
10851 Mastin, Suite 300
Overland Park, Kansas 66210

LaSalle Bank National Association
135 South LaSalle Street
Chicago, Illinois  60603


      Re:   Commercial Mortgage Pass-Through Certificates, Series 2005-LP5
            --------------------------------------------------------------

            In accordance with Section 2.01(b) of the Pooling and Servicing
Agreement, dated as of April 1, 2005 (the "Agreement") entered into by Deutsche
Mortgage & Asset Receiving Corporation, as Depositor, Midland Loan Services,
Inc., as Servicer, Lennar Partners, Inc., as Special Servicer, the undersigned,
as Trustee, and LaSalle Bank National Association, as Bond Administrator and
Paying Agent, the Trustee hereby certifies that, with respect to each Mortgage
Loan listed on the Mortgage Loan Schedule attached hereto as Schedule A, (a) the
Trustee has in its possession a copy of the Mortgage, a copy of any related
ground leases, the originals or copies of any related letters of credit and the
lenders title policy (original or copy or marked-up title commitment marked as
binding and countersigned by the title company or its authorized agent either on
its face (which may be a pro forma or specimen title insurance policy which has
been accepted or approved as binding in writing by the related title insurance
company) or an agreement to provide the same pursuant to binding escrow
instructions executed by an authorized representative of the title company and,
with respect to hospitality properties, a copy of the franchise agreement, an
original or copy of the comfort letter and any transfer documents with respect
tot such comfort letter and (b) the foregoing documents delivered or caused to
be delivered by the Mortgage Loan Sellers have been reviewed by it or by a
Custodian on its behalf and appear regular on their face, appear to be executed
and relate to such Mortgage Loan

            Capitalized terms used but not defined herein shall the respective
meanings set forth in the Agreement.

                                       WELLS FARGO BANK, N.A.,
                                          as Trustee

                                          [____________________]
                                          Corporate Trust Officer





<PAGE>

           SCHEDULE A TO FORM OF POST-CLOSING TRUSTEE CERTIFICATION


                           (MORTGAGE LOAN SCHEDULE)



<PAGE>

                                    EXHIBIT T

     FORM OF NOTICE AND CERTIFICATION REGARDING DEFEASANCE OF MORTGAGE LOAN

   For Mortgage Loans having a Stated Principal Balance of $20,000,000 or less
   or having an aggregate Stated Principal Balance of 5% or less of all of the
     Mortgage Loans (whichever is less), so long as of the date hereof such
      Mortgage Loan is not one of the ten largest Mortgage Loans by Stated
                                Principal Balance

To:   Standard & Poor's Ratings Services,
      a division of The McGraw-Hill Companies, Inc.
      55 Water Street
      New York, New York  10041
      Attn:  Commercial Mortgage Surveillance

      Wells Fargo Bank, N.A.
      9062 Old Annapolis Road
      Columbia, Maryland  21045
      Attention:  Corporate Trust Services (CMBS), COMM 2005-LP5

      LaSalle Bank National Association
      135 South LaSalle Street
      Chicago, Illinois  60603
      Attn: Global Securities and Trust Services Group, COMM 2005-LP5

From: Midland Loan Services, Inc., in its capacity as Servicer (the "Servicer")
under the Pooling and Servicing Agreement dated as of April 1, 2005 (the
"Pooling and Servicing Agreement"), among the Servicer, Wells Fargo Bank, N.A.,
as Trustee, and certain other parties.

Date: _________, 20___

Re:   Deutsche Mortgage & Asset Receiving Corporation, Commercial Mortgage
      Pass-Through Certificates Series COMM 2005-LP5 Mortgage Loan (the
      "Mortgage Loan") heretofore secured by real property known as
      __________________.

Capitalized terms used but not defined herein have the meanings assigned to such
terms in the Pooling and Servicing Agreement.

THE STATEMENTS SET FORTH BELOW ARE MADE (A) TO THE BEST KNOWLEDGE OF THE
UNDERSIGNED BASED UPON DUE DILIGENCE CONSISTENT WITH THE SERVICING STANDARD
SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (THE "SERVICING STANDARD"), AND
(B) WITHOUT INTENDING TO WARRANT THE ACCURACY THEREOF OR UNDERTAKE ANY DUTY OR
STANDARD OF CARE GREATER THAN THE DUTIES OF SERVICER UNDER THE POOLING AND
SERVICING AGREEMENT AND THE SERVICING STANDARD

We hereby notify you and confirm that each of the following is true, subject to
those exceptions, if any, set forth on Exhibit A hereto, which exceptions the
Servicer has determined, consistent with the Servicing Standard, will have no
material adverse effect on the Mortgage Loan or the defeasance transaction:

1.    The Borrower has consummated a defeasance of the Mortgage Loan of the type
      checked below:

      ___ a full defeasance of the entire outstanding principal balance
      ($___________) of the Mortgage Loan; or

      ___ a partial defeasance of a portion ($________) of the Mortgage Loan
      that represents ___% of the entire principal balance of the Mortgage Loan
      ($_________);

2.    The defeasance was consummated on ____________, 20__.

3.    The defeasance was completed in all material respects in accordance with
      the conditions for defeasance specified in the Loan Documents and in
      accordance with the Servicing Standard.

4.    The defeasance collateral consists only of one or more of the following:
      (i) direct debt obligations of the U.S. Treasury, (ii) direct debt
      obligations of the Federal National Mortgage Association, (iii) direct
      debt obligations of the Federal Home Loan Mortgage Corporation, or (iv)
      interest-only direct debt obligations of the Resolution Funding
      Corporation. Such defeasance collateral consists of securities that (i) if
      they include a principal obligation, the principal due at maturity cannot
      vary or change, (ii) provide for interest at a fixed rate and (iii) are
      not subject to prepayment, call or early redemption.

5.    After the defeasance, the defeasance collateral will be owned by an entity
      (the "Defeasance Obligor") that: (i) is the original Borrower, (ii) is a
      Single-Purpose Entity (as defined in the S&P Criteria), (iii) is subject
      to restrictions in its organizational documents substantially similar to
      those contained in the organizational documents of the original Borrower
      with respect to bankruptcy remoteness and single purpose, (iv) has been
      designated as the Defeasance Obligor by the originator of the Mortgage
      Loan pursuant to the terms of the Loan Documents, or (v) has delivered a
      letter from Standard & Poor's confirming that the organizational documents
      of such Defeasance Obligor were previously approved by Standard & Poor's.
      The Defeasance Obligor owns no assets other than defeasance collateral and
      (only in the case of the original Borrower) real property securing one or
      more Mortgage Loans included in the pool under the Pooling and Servicing
      Agreement (the "Pool").

6.    If such Defeasance Obligor (together with its affiliates) holds more than
      one defeased loan, it does not (together with its affiliates) hold
      defeased loans aggregating more than $20 Million or more than five percent
      (5%) of the aggregate certificate balance of the Certificates as of the
      date of the most recent Paying Agent's Monthly Certificateholder Report
      received by Servicer (the "Current Report").

7.    The defeasance documents require that the defeasance collateral be
      credited to an eligible account (as defined in the S&P Criteria) that must
      be maintained as a securities account by a securities intermediary that is
      at all times an Eligible Institution (as defined in the S&P Criteria). The
      securities intermediary may reinvest proceeds of the defeasance collateral
      only in Permitted Investments (as defined in the Pooling and Servicing
      Agreement).

8.    The securities intermediary is obligated to pay from the proceeds of the
      defeasance collateral directly to the Servicer's collection account, all
      scheduled payments on the Mortgage Loan or, in a partial defeasance, not
      less than 125% of the portion of such scheduled payments attributed to the
      allocated loan amount for the real property defeased (the "Scheduled
      Payments").

9.    The Servicer received written confirmation from an independent certified
      public accountant stating that (i) revenues from the defeasance collateral
      (without taking into account any earnings on reinvestment of such
      revenues) will be sufficient to timely pay each of the Scheduled Payments
      including the payment in full of the Mortgage Loan (or the allocated
      portion thereof in connection with a partial defeasance) on its Maturity
      Date (or, in the case of any ARD Loan, on its Anticipated Repayment Date),
      (ii) the revenues received in any month from the defeasance collateral
      will be applied to make Scheduled Payments within four (4) months after
      the date of receipt, (iii) the defeasance collateral is not subject to
      prepayment, call or early redemption, and (iv) interest income from the
      defeasance collateral to the Defeasance Obligor in any tax year will not
      exceed such Defeasance Obligor's interest expense for the Mortgage Loan
      (or the allocated portion thereof in a partial defeasance) for such year,
      other than in the year in which the Maturity Date or Anticipated Repayment
      Date will occur, when interest income will exceed interest expense.

10.   The Servicer received opinions of counsel that, subject to customary
      qualifications, (i) the defeasance will not cause the Trust to fail to
      qualify as a REMIC for purpose of the Internal Revenue Code, (ii) the
      agreements executed by the Mortgagor and the Defeasance Obligor in
      connection with the defeasance are enforceable against them in accordance
      with their terms, and (iii) the Trustee will have a perfected, first
      priority security interest in the defeasance collateral.

11.   The agreements executed in connection with the defeasance (i) prohibit
      subordinate liens against the defeasance collateral, (ii) provide for
      prepayment from sources other than the defeasance collateral of all fees
      and expenses of the securities intermediary for administering the
      defeasance and the securities account and all fees and expense of
      maintaining the existence of the Defeasance Obligor, (iii) permit release
      of surplus defeasance collateral and earnings on reinvestment to the
      Defeasance Obligor only after the Mortgage Loan has been paid in full,
      (iv) include representations and/or covenants of the Mortgagor and/or
      securities intermediary substantially as set forth on Exhibit B hereto,
      (v) provide for survival of such representations; and (vi) do not permit
      waiver of such representations and covenants.

12.   The outstanding principal balance of the Mortgage Loan immediately before
      the defeasance was less than $20,000,000 or less than 5% of the aggregate
      certificate balance of the Certificates as of the date of the Current
      Report. The Mortgage Loan is not one of the ten (10) largest loans in the
      pool.

13.   Copies of all material agreements, instruments, organizational documents,
      opinions of counsel, accountant's report and other items delivered in
      connection with the defeasance will be provided to you upon request.

14.   The individual executing this notice is an authorized officer or a
      servicing officer of the Servicer.

            IN WITNESS WHEREOF, the Servicer has caused this notice to be
executed as of the date captioned above.

                                       SERVICER:___________________________

                                       By:____________________________________
                                          Name:
                                          Title:

<PAGE>

                                    EXHIBIT A

     Form of Notice and Certification Regarding Defeasance of Mortgage Loan


                              (List of Exceptions)



<PAGE>

                                    EXHIBIT B

                   Perfected Security Interest Representations

General:

1.    [The defeasance agreements] create a valid and continuing security
      interest (as defined in the applicable UCC) in the [Collateral, Securities
      Account and Deposit Account] in favor of the [Secured Party], which
      security interest is prior to all other [Liens], and is enforceable as
      such as against creditors of and purchasers from [Debtor].

      Note that "Collateral" means securities, permitted investments and other
      assets credited to securities accounts.

2.    The [Deposit Account] constitutes a "deposit account" within the meaning
      of the applicable UCC.

3.    All of the [Collateral] has been and will have been credited to a
      [Securities Account]. The securities intermediary for the [Securities
      Account has agreed to treat all assets credited to the [Securities
      Account] as "financial assets" within the meaning of the UCC.

Creation:

4.    [Debtor] owns and has good and marketable title to the [Collateral,
      Securities Account and Deposit Account] free and clear of any [Lien],
      claim or encumbrance of any Person.

5.    [Debtor] has received all consents and approvals required by the terms of
      the [Collateral] to the transfer to the [Secured Party] of its interest
      and rights in the [Collateral] hereunder.

Perfection:

6.    [Debtor] has caused or will have caused, within ten (10) days, the filing
      of all appropriate financing statements in the proper filing office in the
      appropriate jurisdictions under applicable law in order to perfect the
      security interest granted in the [Collateral, Securities Account and
      Deposit Account] to the [Secured Party] hereunder.

7.    [Debtor] has delivered to [Secured Party] a fully executed agreement
      pursuant to which the securities intermediary or the account bank has
      agreed to comply with all instructions originated by the [Secured Party]
      relating to the [Securities Account] or directing disposition of the funds
      in the [Deposit Account] without further consent by the [Debtor].

8.    [Debtor] has taken all steps necessary to cause the securities
      intermediary to identify in its records the [Secured Party] as the person
      having a security entitlement against the securities intermediary in the
      [Securities Account].

9.    [Debtor] has taken all steps necessary to cause [Secured Party] to become
      the account holder of the [Deposit Account].

Priority:

10.   Other than the security interest granted to the [Secured Party] pursuant
      to his Agreement, [Debtor] has not pledged, assigned, sold, granted a
      security interest in, or otherwise conveyed any of the [Collateral,
      Securities Account and Deposit Account]. [Debtor] has not authorized the
      filing of and is not aware of any financing statements against [Debtor]
      that include a description of collateral covering the [Collateral,
      Securities Account and Deposit Account] other than any financing statement
      relating to the security interest granted to the [Secured Party] hereunder
      or that has been terminated. Debtor is not aware of any judgment or tax
      lien filings against [Debtor].





<PAGE>

                                    EXHIBIT U


 FORM OF NOTICE FROM THE TRUSTEE REGARDING THE 63 MADISON AVENUE MORTGAGE LOAN
                       AND THE LAKESIDE MALL MORTGAGE LOAN



                                April [__], 2005





[ADDRESSEES:



With respect to the 63 Madison Avenue Mortgage Loan, to each of:
GECMC Series 2005-C1 Servicer,
GECMC Series 2005-C1 Special Servicer
GECMC Series 2005-C1 Trustee, and
paying agent under the GECMC Series 2005-C1 Pooling and Servicing Agreement,



With respect to the Lakeside Mall Mortgage Loan, to each of:
GECMC Series 2005-C1 Servicer,
GECMC Series 2005-C1 Special Servicer
GECMC Series 2005-C1 Trustee, and
paying agent under the GECMC Series 2005-C1 Pooling and Servicing Agreement]





Re:   COMM 2005-LP5 Commercial Mortgage Pass-Through Certificates and the
      [63 Madison Avenue Mortgage Loan][Lakeside Mall Mortgage Loan]


Ladies and Gentlemen:



            The trust fund formed in connection with the issuance of the COMM
2005-LP5 Commercial Mortgage Pass-Through Certificates (the "Trust Fund") is the
[A-[_] Noteholder][A-[_] Noteholder][A-[_] Noteholder], as such term is defined
under the [A Notes Intercreditor Agreement, dated as of February 17, 2005, by
and among German American Capital Corporation, as each of the A-1 Noteholder,
the A-2 Noteholder and the A-3 Noteholder (the "63 Madison Avenue Intercreditor
Agreement")][A Notes Intercreditor Agreement, dated as of February 17, 2005, by
and among German American Capital Corporation, as each of the A1 Noteholder and
the A-2 Noteholder (the "Lakeside Mall Intercreditor Agreement")]. In connection
with the deposit of the [A-[_] Note of the 63 Madison Avenue Mortgage
Loan][A-[_] Note of the Lakeside Mall Mortgage Loan] into the COMM 2005-LP5
Trust established by Deutsche Mortgage & Asset Receiving Corporation, attached
is an executed copy of the related pooling and servicing agreement, and the
contact information for each of the parties thereto is set forth on Schedule I
attached hereto.



[The 63 Madison Avenue Whole Loan is being serviced pursuant to the terms of a
Pooling and Servicing Agreement dated and effective as of February 1, 2005,
among GE Commercial Mortgage Corporation, as depositor, GEMSA Loan Services,
L.P., as servicer, Lennar Partners, Inc., as special servicer, LaSalle Bank
National Association, as trustee and ABN AMRO Bank N.V., as fiscal agent, as
from time to time amended, supplemented or modified (the "GECMC 2005-C1 Pooling
Agreement"). LaSalle Bank National Association., as trustee for the registered
holders of the Trust Fund, hereby directs the applicable parties to the GECMC
2005-C1 Pooling Agreement as follows:



(i) GEMSA Loan Services, L.P., as servicer under the GECMC 2005-C1 Pooling
Agreement, shall remit all amounts payable in accordance with the 63 Madison
Avenue Intercreditor Agreement and the GECMC 2005-C1 Pooling Agreement due to
the 63 Madison Avenue Note A-2 Holder and Note A-3 Holder on such days as
specified in the GECMC 2005-C1 Pooling Agreement to Midland Loan Services, Inc.,
as servicer of the Trust Fund, to the collection account set forth on Schedule
II attached hereto in accordance with the terms of the GECMC 2005-C1 Pooling
Agreement; and



(ii) Lennar Partners, Inc. and LaSalle Bank National Association shall forward,
deliver or otherwise make available, as the case may be, all reports,
statements, documents, communications and other information that are to be
forwarded, delivered or otherwise made available to the 63 Madison Avenue Note
A-2 Holder and Note A-3 Holder in accordance with the 63 Madison Avenue
Intercreditor Agreement and the GECMC 2005-C1 Pooling Agreement to Midland Loan
Services, Inc., as servicer of the Trust Fund.]



[The Lakeside Mall Whole Loan is being serviced pursuant to the terms of a
Pooling and Servicing Agreement dated and effective as of February 1, 2005,
among GE Commercial Mortgage Corporation, as depositor, GEMSA Loan Services,
L.P., as servicer, Lennar Partners, Inc., as special servicer, LaSalle Bank
National Association, as trustee and ABN AMRO Bank N.V., as fiscal agent, as
from time to time amended, supplemented or modified (the "GECMC 2005-C1 Pooling
Agreement"). LaSalle Bank National Association., as trustee for the registered
holders of the Trust Fund, hereby directs the applicable parties to the GECMC
2005-C1 Pooling Agreement as follows:



(i) GEMSA Loan Services, L.P., as servicer under the GECMC 2005-C1 Pooling
Agreement, shall remit all amounts payable in accordance with the Lakeside Mall
Intercreditor Agreement and the GECMC 2005-C1 Pooling Agreement due to the
Lakeside Mall Note A-2 Holder on such days as specified in the GECMC 2005-C1
Pooling Agreement to Midland Loan Services, Inc., as servicer of the Trust Fund,
to the collection account set forth on Schedule II attached hereto in accordance
with the terms of the GECMC 2005-C1 Pooling Agreement; and



(ii) Lennar Partners, Inc. and LaSalle Bank National Association shall forward,
deliver or otherwise make available, as the case may be, all reports,
statements, documents, communications and other information that are to be
forwarded, delivered or otherwise made available to the Lakeside Mall Note A-2
Holder in accordance with the Lakeside Mall Intercreditor Agreement and the
GECMC 2005-C1 Pooling Agreement to Midland Loan Services, Inc., as servicer of
the Trust Fund.]



Thank you for your attention to this matter.



WELLS FARGO BANK, N.A.,
as Trustee for the Holders of the COMM 2005-LP5 Commercial Mortgage
Pass-Through Certificates







By:_________________________________
[Name]
[Title]


<PAGE>

 SCHEDULE I TO FORM OF NOTICE FROM THE TRUSTEE REGARDING THE 63 MADISON AVENUE
                MORTGAGE LOAN AND THE LAKESIDE MALL MORTGAGE LOAN

Deutsche Mortgage & Asset Receiving Corporation
60 Wall Street
New York, New York  10005
Attention:  Helaine M. Kaplan

LaSalle Bank National Association
135 South LaSalle Street
Chicago, IL  60603
Attention:  Global Securities and Trust Services Group, COMM 2005-LP5

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention:  Corporate Trust Services (CMBS), COMM 2005-LP5

Midland Loan Services, Inc.
10851 Mastin, Building 82, 7th Floor
Overland Park, Kansas 66210
Attention:  President
Telecopy No. (913) 253-9001

Lennar Partners, Inc.
1601 Washington Avenue, Suite 800
Miami Beach, Florida  33139
Attention:  Michael Wheeler



<PAGE>

     SCHEDULE II TO FORM OF NOTICE FROM THE TRUSTEE REGARDING THE 63 MADISON
            AVENUE MORTGAGE LOAN AND THE LAKESIDE MALL MORTGAGE LOAN



                 (COMM 2005-LP5 Collection Account Information)



<PAGE>

                                    EXHIBIT V


                         FORM OF INVESTOR CERTIFICATION





                                      Date: [________] [__], 20[__]



[Address of party from
whom information is requested]



Attention: Deutsche Mortgage Asset & Receiving Corporation, Commercial Mortgage
           Pass Through Certificates, COMM 2005-LP5



            In accordance with the Pooling and Servicing Agreement, dated as of
April 1, 2005 (the "Agreement"), entered into by Deutsche Mortgage Asset &
Receiving Corporation, as depositor, Midland Loan Services, Inc., as servicer,
Lennar Partners, Inc., as special servicer, Wells Fargo Bank, N.A., as trustee,
and LaSalle Bank National Association, as bond administrator and paying agent,
with respect to the above referenced certificates (the "Certificates"), the
undersigned hereby certifies and agrees as follows:



1.    The undersigned is a beneficial owner or prospective purchaser of the
      Class [__] Certificates.

2.    The undersigned is requesting from [name of party from whom information is
      requested] certain information (the "Information") pursuant to the
      provisions of the Agreement.

3.    In consideration of the [name of party from whom information is
      requested]'s disclosure to the undersigned of the Information, or access
      thereto, the undersigned will keep the Information confidential (except
      from such outside persons as are assisting it in making an evaluation in
      connection with purchasing the related Certificates, from its accountants
      and attorneys, and otherwise from such governmental or banking authorities
      or agencies to which the undersigned is subject), and such Information,
      will not, without the prior written consent of [name of party from whom
      information is requested], be otherwise disclosed by the undersigned or by
      its officers, directors, partners, employees, agents or representatives
      (collectively, the "Representative") in any manner whatsoever, in whole or
      in part.

4.    The undersigned will not use or disclose the Information in any manner
      which could result in a violation of any provision of the Securities Act
      of 1933, as amended (the "Securities Act"), or the Securities Exchange Act
      of 1934, as amended, or would require registration of any Certificate
      pursuant to Section 5 of the Securities Act.

5.    The undersigned shall be fully liable for any breach of this agreement by
      itself or any of its Representatives and shall indemnify the Depositor,
      [name of party from whom information is requested], the Bond
      Administrator, the Trustee and the Trust Fund for any loss, liability or
      expense incurred thereby with respect to any such breach by the
      undersigned or any its Representative.

6.    Capitalized terms used but not defined herein shall have the respective
      meanings assigned thereto in the Agreement.


            IN WITNESS WHEREOF, the undersigned has caused its name to be signed
      hereto by its duly authorized officer, as of the day and year written
      above.


                                    [___________________________________]

                                    Beneficial Owner or Prospective Purchaser



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